S-3/A

As filed with the Securities and Exchange Commission on October 2, 2002

Registration No. 333-97915

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE

AMENDMENT NO. 2

TO THE

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Texas Capital Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	6022	75-2671109
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2100 McKinney Avenue, Suite 900

Dallas, Texas 75201

(214) 932-6600

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Joseph M. Grant, Chief Executive Officer

2100 McKinney Avenue, Suite 900

Dallas, Texas 75201

(214) 932-6600

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Joseph G. Passaic, Jr. Patton Boggs LLP 2550 M Street, NW Washington, DC 20037 Tel. (202) 457-6104 Fred S. Stovall Patton Boggs LLP 2001 Ross Avenue, Suite 3000 Dallas, Texas 75201 Tel. (214) 758-1500 Lee Meyerson Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 Tel. (212) 455-2000

Approximate date of commencement of proposed sale to the public:    As soon as practicable on or after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    ¨

Calculation of Registration Fee

Title of Shares to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Common Stock, par value $0.01 per share	6,900,000	$12.00	$82,800,000	$7,618

(1) Includes shares of common stock which may be purchased by the underwriters to cover over-allotments, if any.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act of 1933, as amended.

(3) A registration fee of $6,900 was paid upon the initial filing of the Form S-3 on August 9, 2002 and a supplemental fee of $718 was paid upon the filing of Amendment No. 1 on September 17, 2002.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, to be paid by the Registrant in connection with the issuance and distribution of the shares of common stock being registered hereby. All amounts are estimates except for the Securities and Exchange Commission registration fee, the NASD filing fee and the Nasdaq National Market listing fee.

Securities and Exchange Commission registration fee	$	7,618
NASD Filing Fee	$	8,780
Nasdaq National Market listing fee	$	100,000
Accounting fees and expenses	$	300,000
Legal fees and expenses	$	650,000
Printing and engraving expenses	$	200,000
Blue Sky qualification fees and expenses	$	15,000
Transfer agent and registrar fees and expenses	$	10,000
Miscellaneous expenses	$	95,000	(1)
Total	$	1,386,398

(1) Includes $85,000 in consulting fees.

Item 15.    Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Section 102(b)(7) of the Delaware General Corporation Law provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director:

• for any breach of the director’s duty of loyalty to the corporation or its stockholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the Delaware General Corporation Law; or

• for any transaction from which the director derived an improper personal benefit.

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Our certificate of incorporation provides that we shall, to the fullest extent permitted by Delaware General Corporation Law, indemnify all persons who we may indemnify under Delaware law and contains provisions permitted by Section 102(b)(7) of the Delaware General Corporation Law.

Our certificate of incorporation and bylaws provide that:

• we are required to indemnify our directors and officers, subject to very limited exceptions;

• we may indemnify other employees and agents, subject to very limited exceptions;

• we are required to advance expenses, as incurred, to our directors and officers in connection with a legal proceeding, subject to very limited exceptions; and

• we may advance expenses, as incurred, to our employees and agents in connection with a legal proceeding.

We have obtained an insurance policy providing for indemnification of officers and directors and certain other persons against liabilities and expenses incurred by any of them in certain stated proceedings and conditions.

The indemnification provisions in our certificate of incorporation and bylaws may be sufficiently broad to permit indemnification of our directors and officers for liabilities arising under the Securities Act.

We have entered into indemnification agreements with each of our directors and officers, which may be broader than the specific indemnification provisions contained in our certificate of incorporation, bylaws or under Delaware law. These indemnification agreements may require us, among other things, to indemnify our officers and directors against liabilities that may arise by reason of their status or service as directors or officers. These indemnification agreements also may require us to advance any expenses incurred by our directors or officers as a result of any proceeding against them as to which they could be indemnified. As of the date of this filing, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification by us is sought, nor are we aware of any threatened litigation or proceeding that may result in a claim for indemnification. We have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in certain circumstances.

Reference is also made to the form of Underwriting Agreement, filed as an exhibit to this Registration Statement, which provides for the indemnification of our officers, directors and controlling persons against certain liabilities.

Item 16.    Exhibits and Financial Statement Schedules.

(a)  The following exhibits are filed herewith:

Number	Exhibit Title
1.1**	Form of Underwriting Agreement
3.1*	Certificate of Amendment of Certificate of Incorporation dated June 18, 2002
3.2*	Amended and Restated Bylaws
3.3*	Certificate of Amendment of Certificate of Incorporation dated September 16, 2002
4.1***	Form of Common Stock Certificate
5.1***	Opinion of Patton Boggs LLP
10.1*	Form of Executive Employment Agreement
10.5*	Form of Director Indemnity Agreement
23.1*	Consent of Ernst & Young LLP
23.2***	Consent of Patton Boggs LLP (incorporated in Exhibit 5.1)
24*	Power of Attorney

* Previously filed

** Filed herewith

*** To be filed by amendment

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Item 17.    Undertakings.

The undersigned registrant hereby undertakes to provide to the Underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

(a)  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 Section 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 the time shall be deemed to be the initial bona fide offering thereof.

(b)  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 Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1)  For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 2, 2002.

TEXAS CAPITAL BANCSHARES, INC.

By:	/s/ JOSEPH M. GRANT
	Joseph M. Grant
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/     JOSEPH M. GRANT         Joseph M. Grant	Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)	October 2, 2002
/S/     RALEIGH HORTENSTINE III         Raleigh Hortenstine III	President and Director	October 2, 2002
* George F. Jones, Jr.	President and Chief Executive Officer of Texas Capital Bank, N.A. and Director	October 2, 2002
* Gregory B. Hultgren	Executive Vice President and Chief Financial Officer (principal accounting officer)	October 2, 2002
* Leo Corrigan III	Director	October 2, 2002

* James R. Erwin	Director	October 2, 2002
* Frederick B. Hegi, Jr.	Director	October 2, 2002
* James R. Holland, Jr.	Director	October 2, 2002
David Lawson	Director
* Larry A. Makel	Director	October 2, 2002

S-1

Signature	Title	Date
* Walter W. McAllister III	Director	October 2, 2002
* Lee Roy Mitchell	Director	October 2, 2002
* Steve Rosenberg	Director	October 2, 2002
John C. Snyder	Director
* Robert W. Stallings	Director	October 2, 2002
* James Cleo Thompson, Jr.	Director	October 2, 2002
* Ian J. Turpin	Director	October 2, 2002
* Charles David Wood	Director	October 2, 2002

*By:	/s/ JOSEPH M. GRANT Joseph M. Grant Attorney-in-Fact	October 2, 2002
*By:	/s/ RALEIGH HORTENSTINE III Raleigh Hortenstine III Attorney-in-Fact	October 2, 2002

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EXHIBIT INDEX

Number	Exhibit Title
1.1**	Form of Underwriting Agreement
3.1*	Certificate of Amendment of Certificate of Incorporation dated June 18, 2002
3.2*	Amended and Restated Bylaws
3.3*	Certificate of Amendment of Certificate of Incorporation dated September 16, 2002
4.1***	Form of Common Stock Certificate
5.1***	Opinion of Patton Boggs LLP
10.1*	Form of Executive Employment Agreement
10.5*	Form of Director Indemnity Agreement
23.1*	Consent of Ernst & Young LLP
23.2***	Consent of Patton Boggs LLP (incorporated in Exhibit 5.1)
24*	Power of Attorney

* Previously filed

** Filed herewith

*** To be filed by amendment

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EX-1.1

                                                                     Exhibit 1.1
                                 [    ] Shares

                         TEXAS CAPITAL BANCSHARES, INC.

                                  Common Stock

                             UNDERWRITING AGREEMENT

                                                                  [______], 2002

Lehman Brothers Inc.
U.S. Bancorp Piper Jaffray Inc.
SunTrust Capital Markets, Inc.
As Representatives of the several
  Underwriters named in Schedule 1,
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York  10019

Dear Sirs:

          Texas Capital Bancshares, Inc., a Delaware corporation (the
"Company"), and certain stockholders of the Company named in Schedule 2 hereto
(the "Selling Stockholders"), propose to sell to the underwriters named in
Schedule 1 hereto (the "Underwriters"), for whom Lehman Brothers Inc., U.S.
Bancorp Piper Jaffray Inc. and SunTrust Capital Markets, Inc. are acting as
representatives (the "Representatives"), an aggregate of ____ shares (the "Firm
Stock") of the Company's Common Stock, par value $0.01 per share (the "Common
Stock"). Of the _____ shares of the Firm Stock, _____ are being sold by the
Company and _____ by the Selling Stockholders.

          In addition, certain of the Selling Stockholders identified on
Schedule 2 hereto as the "Option Stockholders" (the "Option Stockholders")
propose to grant to the Underwriters an option to purchase up to an additional
______ shares, in the aggregate, of the Common Stock on the terms and for the
purposes set forth in Section 3 (the "Option Stock"). The Firm Stock and the
Option Stock, if purchased, are hereinafter collectively called the "Stock."
This is to confirm the agreement concerning the purchase of the Stock from the
Company and the Selling Stockholders by the Underwriters.

          It is understood and agreed that prior to the First Delivery Date (as
defined below), the Company will consummate a series of transactions pursuant to
which (i) the Company will pay a one-for-one stock dividend on the Stock that
was declared by the Company's Board of Directors on July 30, 2002; and (ii) each
share of the Company's 6.0% Series A Convertible Preferred Stock, par value
$0.01 per share, will be converted into two shares of Common Stock (such
transactions, as more fully described in the Prospectus (as defined below),
shall collectively be referred to herein as the "Pre-Closing Transactions").

    SECTION 1. Representations, Warranties and Agreements of the Company. The
Company represents, warrants and agrees that:



          (a) A Registration Statement on Form S-3 with respect to the Stock has
(i) been prepared by the Company in conformity with the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations (the "Rules and Regulations") of the U.S. Securities and Exchange
Commission (the "Commission") thereunder, (ii) been filed with the Commission
under the Securities Act and (iii) become effective under the Securities Act.
Copies of such Registration Statement and each of the amendments thereto have
been delivered by the Company to you, as the Representatives. As used in this
Agreement, "Effective Time" means the date and the time as of which such
Registration Statement, or the most recent post-effective amendment thereto, if
any, was declared effective by the Commission; "Effective Date" means the date
of the Effective Time; "Preliminary Prospectus" means each prospectus included
in such Registration Statement, or amendments thereof, before it became
effective under the Securities Act and any prospectus filed with the Commission
by the Company with the consent of the Representatives pursuant to Rule 424(a)
of the Rules and Regulations; "Registration Statement" means such Registration
Statement, as amended at the Effective Time, including all information contained
in the final prospectus filed with the Commission pursuant to Rule 424(b) of the
Rules and Regulations and deemed to be a part of the Registration Statement as
of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and
"Prospectus" means the prospectus in the form first used to confirm sales of
Stock. Any reference herein to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include the documents incorporated by reference
therein, as of the date of such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any
documents filed after the date of such Preliminary Prospectus or the Prospectus,
as the case may be, under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and incorporated by reference in such Preliminary Prospectus or
Prospectus, as the case may be; and any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any documents
filed under the Exchange Act after the applicable effective date of the
Registration Statement that are incorporated by reference in the Registration
Statement. If the Company has filed an abbreviated Registration Statement to
register additional shares of Common Stock pursuant to Rule 462(b) under the
Securities Act (the "Rule 462 Registration Statement"), then any reference
herein to the term "Registration Statement" shall be deemed to include such Rule
462 Registration Statement. The Commission has not issued any order preventing
or suspending the use of any Preliminary Prospectus.

          (b) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will, when they become effective or are filed with the Commission, as
the case may be, conform in all material respects to the requirements of the
Securities Act and the Rules and Regulations and do not and will not, as of the
applicable effective date (as to the Registration Statement and any amendment
thereto) and as of the applicable filing date (as to the Prospectus and any
amendment or supplement thereto) contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein (in light of the circumstances in which they were
made, in the case of the Prospectus and any amendment or supplement thereto) not
misleading; provided that no representation or warranty is made as to
information contained in or omitted from the Registration Statement or the
Prospectus in reliance

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upon and in conformity with written information furnished to the Company through
the Representatives by or on behalf of any Underwriter specifically for
inclusion therein.

          (c) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Securities Act and
the Rules and Regulations or the Exchange Act, as applicable, and none of such
documents contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or supplement thereto, when
such documents become effective or are filed with the Commission, as the case
may be, will conform in all material respects to the requirements of the
Securities Act and the Rules and Regulations or the Exchange Act, as applicable,
and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided that no representation or warranty is made as
to information contained in or omitted from the Registration Statement or the
Prospectus in reliance upon and in conformity with written information furnished
to the Company through the Representatives by or on behalf of any Underwriter
specifically for inclusion therein;

          (d) The Company and each of its subsidiaries (as defined in Section
17) have been duly organized and are validly existing as corporations or other
business organizations, as applicable, in good standing under the laws of their
respective jurisdictions of incorporation or organization, as applicable (or, in
the case of Texas Capital Bank, National Association (the "Bank"), is duly
chartered and validly existing as a national banking association), are duly
qualified to do business and are in good standing as foreign corporations or
other business organizations, as applicable, in each jurisdiction in which their
respective ownership or lease of property or the conduct of their respective
businesses requires such qualification (except where the failure to qualify or
be in good standing in such jurisdictions would not result in a material adverse
effect on the general affairs, management, consolidated financial position,
stockholders' equity, results of operations, business or prospects of the
Company and its subsidiaries taken as a whole (a "Material Adverse Effect")),
and have all power and authority necessary to own or hold their respective
properties and to conduct the businesses in which they are engaged; and none of
the subsidiaries of the Company other than the Bank is a significant subsidiary,
as such term is defined in Rule 405 of the Rules and Regulations.

          (e) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly authorized and validly issued, are fully paid and non-assessable and
conform to the description thereof contained in the Prospectus; and all of the
issued shares of capital stock of each subsidiary of the Company have been duly
authorized and validly issued and are fully paid and non-assessable, except, in
the case of the Bank, as, provided in 12 U.S.C. Section 55, and (except for
directors' qualifying shares) are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or claims.

          (f) The Company is a duly registered "bank holding company" under the
Bank Holding Company Act of 1956, as amended (the "BHC Act") and is in good
standing and in full compliance in all material respects with the BHC Act and
the rules and regulations

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thereunder. The Bank is a member in good standing of the Federal Home Loan Bank
System. The accounts of depositors in the Bank are insured by the Bank Insurance
Fund up to the applicable limits permitted by law and the rules and regulations
of the FDIC, and no proceedings for the termination of such insurance are
pending or, to the best of the Company's knowledge, threatened.

          (g) The shares of Stock to be issued and sold by the Company to the
Underwriters hereunder have been duly authorized and, when issued and delivered
against payment therefor in accordance with this Agreement, will be validly
issued, fully paid and non-assessable; and the Stock will conform in all
material respects to the descriptions thereof contained in the Prospectus.

          (h) This Agreement has been duly authorized, executed and delivered by
the Company.

          (i) The execution, delivery and performance by the Company of this
Agreement and each of the other documents to be entered into in connection with
the issuance and sale of the Stock and the consummation by the Company of the
transactions contemplated hereby and thereby will not (i) conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement, lease, pledge, joint venture, shareholders' agreement or other
agreement or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound or to which
any of the property or assets of the Company or any of its subsidiaries is
subject (except where such conflicts, breaches, violations or defaults would not
have a Material Adverse Effect), (ii) result in any violation of the charter or
by-laws of the Company or the charter, by-laws or other organizational document
of any of the Company's subsidiaries, or (iii) result in any violation of any
statute or any order, rule or regulation of any court or governmental agency or
body (whether domestic or foreign) having jurisdiction over the Company or any
of its subsidiaries or any of their properties or assets; and, except for the
registration of the Stock under the Securities Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under the
Exchange Act and applicable state or foreign securities laws in connection with
the purchase and distribution of the Stock by the Underwriters and the listing
of the Common Stock on the Nasdaq National Market ("Nasdaq"), no consent,
approval, authorization or order of, or filing or registration with, any such
court or governmental agency or body (whether domestic or foreign) is required
for the execution, delivery and performance of this Agreement by the Company or
any of the other documents to be entered into in connection with the issuance
and sale of the Stock and the consummation of the transactions contemplated
hereby and thereby.

          (j) There are no contracts, agreements or understandings between the
Company and any person granting such person the right to require the Company to
file a registration statement under the Securities Act with respect to any
securities of the Company owned or to be owned by such person or to require the
Company to include such securities in the securities registered pursuant to the
Registration Statement or in any securities being registered pursuant to any
other registration statement filed by the Company under the Securities Act.

                                       4



          (k) The Company has not sold or issued any shares of Common Stock
during the six-month period preceding the date of the Prospectus, including any
sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act
other than shares issued pursuant to employee benefit plans, qualified stock
options plans or other employee compensation plans described in the Prospectus
or pursuant to outstanding options, rights or warrants, or as otherwise
contemplated by the Pre-Closing Transactions.

          (l) Neither the Company nor any of its subsidiaries has sustained,
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus, any material loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in the Prospectus;
and, since such date, there has not been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any material adverse
change, or any development involving a prospective material adverse change, in
or affecting the general affairs, management, consolidated financial position,
stockholders' equity, results of operations, business or prospects of the
Company and its subsidiaries, otherwise than as set forth or contemplated in the
Prospectus.

          (m) The financial statements (including the related notes and
supporting schedules) filed as part of the Registration Statement or included or
incorporated by reference in the Prospectus present fairly the financial
condition and results of operations of the entities purported to be shown
thereby, at the dates and for the periods indicated, and have been prepared in
conformity with generally accepted accounting principles applied on a consistent
basis throughout the periods involved, except as noted therein. The statistical
information required by Commission Industry Guide 3 filed as part of the
Registration Statement or included or incorporated by reference in the
Prospectus present fairly the information set forth therein, is in compliance in
all material respects with the Securities Act and the Rules and Regulations and
such Guide 3, and is consistent in all material respects with the Company's
consolidated financial statements included in the Registration Statement and the
Prospectus.

          (n) Ernst & Young LLP, who have certified certain financial statements
of the Company, whose report appears in the Prospectus and who have delivered
the initial letter referred to in Section 9(e) hereof, are independent public
accountants as required by the Securities Act and the Rules and Regulations.

          (o) The Company and each of its subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title to all
personal property owned by them, in each case free and clear of all liens,
encumbrances and defects, except such as are described in the Prospectus or such
as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the
Company and its subsidiaries; and all real property held under lease by the
Company and its subsidiaries is held by them under valid, subsisting and
enforceable leases, with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such real property by the
Company and its subsidiaries.

                                       5



          (p) The Company and each of its subsidiaries carry, or are covered by,
insurance in such amounts and covering such risks as is adequate for the conduct
of their respective businesses and the value of their respective properties and
as is customary for companies engaged in similar businesses.

          (q) The Company and each of its subsidiaries own or possess adequate
rights to use all material patents, patent applications, trademarks, service
marks, trade names, trademark registrations, service mark registrations,
copyrights and licenses necessary for the conduct of their respective businesses
and have no reason to believe that the conduct of their respective businesses
will conflict with, and have not received any notice of any claim of conflict
with, any such rights of others, which could result in a Material Adverse
Effect.

          (r) There are no legal or governmental proceedings pending to which
the Company or any of its subsidiaries is a party or of which any property or
assets of the Company or any of its subsidiaries is the subject which, if
determined adversely to the Company or any of its subsidiaries, could reasonably
be expected to have a Material Adverse Effect; and to the best of the Company's
knowledge, no such proceedings are threatened or contemplated by governmental
authorities or threatened by others.

          (s) Neither the Company nor any of its subsidiaries is a party to any
written agreement or memorandum of understanding with, or a party to any
commitment letter or similar undertaking to, or is subject to any order or
directive by, or is a recipient of any extraordinary supervisory letter from, or
has adopted any board resolutions at the request of, the Board of Governors of
the Federal Reserve System (the "Board"), the Office of the Comptroller of the
Currency (the "OCC"), the FDIC or any other government authority or agency
responsible for the supervision, regulation or insurance of bank holding
companies or banks (collectively, the "Bank Regulatory Authorities") which
restricts materially the conduct of its business, or in any manner relates to
its capital adequacy, its credit policies or its management, nor have any of
them been advised by any Bank Regulatory Authority that it is contemplating
issuing or requesting (or is considering the appropriateness of issuing or
requesting) any such order, decree, agreement, memorandum of understanding,
extraordinary supervisory letter, commitment letter or similar submission, or
any such board resolutions.

          (t) There are no contracts or other documents which are required to be
described in the Prospectus or filed as exhibits to the Registration Statement
by the Securities Act or by the Rules and Regulations which have not been
described in the Prospectus or filed as exhibits to the Registration Statement.

          (u) No relationship, direct or indirect, exists between or among the
Company on the one hand, and the directors, officers, stockholders, customers or
suppliers of the Company on the other hand, which is required to be described in
the Prospectus which is not so described.

          (v) No labor disturbance by the employees of the Company exists or, to
the knowledge of the Company, is imminent, which might be expected to have a
Material Adverse Effect.

                                       6



          (w)  The Company is in compliance in all material respects with all
presently applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended, including the regulations and published interpretations
thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has occurred
with respect to any "pension plan" (as defined in ERISA) for which the Company
would have any liability; the Company has not incurred and does not expect to
incur material liability under (i) Title IV of ERISA with respect to termination
of, or withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the
Internal Revenue Code of 1986, as amended, including the regulations and
published interpretations thereunder (the "Code"); and each "pension plan" for
which the Company would have any liability that is intended to be qualified
under Section 401(a) of the Code is so qualified in all material respects and
nothing has occurred, whether by action or by failure to act, which would cause
the loss of such qualification.

          (x)  The Company has filed all federal, state and local income and
franchise tax returns required to be filed through the date hereof, or requests
for extensions to file such tax returns have been timely filed or granted and
have not expired, and has paid all taxes due thereon, and no tax deficiency has
been determined adversely to the Company or any of its subsidiaries which has
had (nor does the Company have any knowledge of any tax deficiency which, if
determined adversely to the Company or any of its subsidiaries, might have) a
Material Adverse Effect.

          (y)  Since the date as of which information is given in the Prospectus
through the date hereof, and except as may otherwise be disclosed in the
Prospectus, the Company has not (i) issued or granted any securities, other than
shares issued pursuant to employee benefit plans, qualified stock option plans
or other employee compensation plans described in the Prospectus or pursuant to
outstanding options, rights or warrants, or as otherwise contemplated by the
Pre-Closing Transactions, (ii) incurred any liability or obligation, direct or
contingent, other than liabilities and obligations which were incurred in the
ordinary course of business or which would not have a Material Adverse Effect,
(iii) entered into any material transaction not in the ordinary course of
business or (iv) declared or paid any dividend on its capital stock, except as
contemplated by the Pre-Closing Transactions.

          (z)  The Company (i) makes and keeps accurate books and records and
(ii) maintains internal accounting controls which provide reasonable assurance
that (A) transactions are executed in accordance with management's
authorization, (B) transactions are recorded as necessary to permit preparation
of its financial statements and to maintain accountability for its assets, (C)
access to its assets is permitted only in accordance with management's
authorization and (D) the reported accountability for its assets is compared
with existing assets at reasonable intervals.

          (aa) Neither the Company nor any of its subsidiaries (i) is in
violation of its charter or by-laws or other organizational document, as the
case may be, (ii) is in default in any material respect, and no event has
occurred which, with notice or lapse of time or both, would constitute such a
default, in the due performance or observance of any term, covenant or condition
contained in any material indenture, mortgage, deed of trust, loan agreement,
lease, pledge or other agreement or instrument to which it is a party or by
which it is bound or to which any of its properties or assets is subject or
(iii) is in violation in any material respect of any law,

                                        7



ordinance, governmental rule, regulation or court decree (whether domestic or
foreign) to which it or its property or assets may be subject or has failed to
obtain any material license, permit, certificate, franchise or other
governmental authorization or permit (whether domestic or foreign) necessary to
the ownership of its property or to the conduct of its business.

          (bb) During the period of ownership by the Company or any Subsidiary
and to the best of the Company's knowledge prior to such time, there has been no
storage, disposal, generation, manufacture, refinement, transportation, handling
or treatment of toxic wastes, medical wastes, hazardous wastes or hazardous
substances by the Company or any of its subsidiaries (or, to the knowledge of
the Company, any of their predecessors in interest) at, upon or from any of the
real property now or previously owned or leased by the Company or its
subsidiaries in violation of any applicable law, ordinance, rule, regulation,
order, judgment, decree or permit or which would require remedial action under
any applicable law, ordinance, rule, regulation, order, judgment, decree or
permit, except for any violation or remedial action which would not reasonably
be expected to have, individually or in the aggregate with all such violations
and remedial actions, a Material Adverse Effect; there has been no material
spill, discharge, leak, emission, injection, escape, dumping or release of any
kind onto such property or into the environment surrounding such property of any
toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous
substances due to or caused by the Company or any of its subsidiaries or with
respect to which the Company or any of its subsidiaries have knowledge, except
for any such spill, discharge, leak, emission, injection, escape, dumping or
release which would not reasonably be expected to have, individually or in the
aggregate with all such spills, discharges, leaks, emissions, injections,
escapes, dumpings and releases, a Material Adverse Effect; and the terms
"hazardous wastes", "toxic wastes", "hazardous substances" and "medical wastes"
shall have the meanings specified in any applicable local, state, federal and
foreign laws or regulations with respect to environmental protection.

          (cc) Neither the Company nor any of its subsidiaries is, or, as of the
applicable Delivery Date (as hereinafter defined) after giving effect to the
Pre-Closing Transactions, the issuance and sale of the Stock and the application
of the net proceeds therefrom as described in the Prospectus, will be, an
"investment company" as defined in the Investment Company Act of 1940, as
amended.

          (dd) The Certificate of Amendment of the Certificate of Designation of
the Company's 6.0% Series A Convertible Preferred Stock has been duly approved
by all necessary corporate action, has been duly filed with the Secretary of
State of the State of Delaware, and is in full force and effect.

          (ee) The industry, statistical and market-related data included or
incorporated by reference in each of the Registration Statement and the
Prospectus are derived from sources that the Company reasonably and in good
faith believes to be accurate, reasonable and reliable, and such data agree with
the sources from which they were derived.

          (ff) The Company has not taken, directly or indirectly, any action
designed to cause or result in, or which has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the
price of any security of the Company in connection with this transaction.

                                       8



     SECTION 2. Representations, Warranties and Agreements of the Selling
Stockholders. Each Selling Stockholder severally, and not jointly, represents,
warrants and agrees that:

          (a)   The Selling Stockholder has, and immediately prior to the
applicable Delivery Date (as hereinafter defined) the Selling Stockholder will
have, good and valid title to the shares of Stock to be sold by the Selling
Stockholder hereunder on such date, free and clear of all liens, encumbrances,
equities or claims; and upon delivery of such shares and payment therefor
pursuant hereto, good and valid title to such shares, free and clear of all
liens, encumbrances, equities or claims, will pass to the several Underwriters.

          (b)   The Selling Stockholder has duly and irrevocably executed and
delivered a power of attorney (the "Power of Attorney" and, together with all
other similar instruments executed by the other Selling Stockholders, the
"Powers of Attorney") appointing the persons named therein as attorneys-in-fact,
with full power of substitution, and with full authority (exercisable by any one
or more of them) to execute and deliver this Agreement and the custody agreement
among the Attorneys-in-Fact named therein acting on behalf of the Selling
Stockholders and SunTrust Banks, Inc., as Custodian (the "Custody Agreement")
and to take such other action as may be necessary or desirable to carry out the
provisions hereof on behalf of the Selling Stockholder. The Selling Stockholder
has placed in custody under the Custody Agreement, for delivery under this
Agreement, certificates in negotiable form (with signature guaranteed by a
commercial bank or trust company having an office or correspondent in the United
States or a member firm of the New York or American Stock Exchanges)
representing the shares of Stock to be sold by the Selling Stockholder
hereunder.

          (c)   The Selling Stockholder has full right, power and authority to
enter into this Agreement, the Power of Attorney and the Custody Agreement; the
execution, delivery and performance of this Agreement, the Power of Attorney and
the Custody Agreement by the Selling Stockholder and the consummation by the
Selling Stockholder of the transactions contemplated hereby will not conflict
with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any material indenture, mortgage, deed of trust,
loan agreement, lease, pledge or other agreement or instrument to which the
Selling Stockholder is a party or by which the Selling Stockholder is bound or
to which any of the property or assets of the Selling Stockholder is subject,
nor will such actions result in any violation of the provisions of any
partnership or limited liability company agreement, certificate of
incorporation, bylaws, operating agreement, deed of trust or other similar
agreement or organizational document of the Selling Stockholder or any statute
or any order, rule or regulation of any court or governmental agency or body
(whether domestic or foreign) having jurisdiction over the Selling Stockholder
or the property or assets of the Selling Stockholder; and, except for the
registration of the Stock under the Securities Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under the
Exchange Act and applicable state or foreign securities laws in connection with
the purchase and distribution of the Stock by the Underwriters, no consent,
approval, authorization or order of, or filing or registration with, any such
court or governmental agency or body is required for the execution, delivery and
performance of this Agreement by the Selling Stockholder and the consummation by
the Selling Stockholder of the transactions contemplated hereby.

                                       9



          (d)   The Registration Statement and the Prospectus, as they may be
amended or supplemented, do not, as of the applicable effective date (as to the
Registration Statement and any amendment thereto) and as of the applicable
filing date (as to the Prospectus and any amendment or supplement thereto)
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary (in the case of the Prospectus, in
the light of the circumstances under which made) to make the statements therein
not misleading; provided that no representation or warranty is made as to
information contained in or omitted from the Registration Statement or the
Prospectus in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any Underwriter specifically for inclusion
therein and provided further that (i) if the Selling Stockholder is, or has a
representative serving as, a director of the Company, this paragraph (d) shall
apply to the best of such Selling Stockholder's knowledge and (ii) if the
Selling Stockholder is not, and does not have a representative serving as, a
director of the Company, this paragraph (d) shall apply to such Selling
Stockholder only to the extent that the statements or omissions from the
Registration Statement or the Prospectus were based on written information
provided by such Selling Stockholder specifically for inclusion therein.

          (e)   The Selling Stockholder has not taken and will not take,
directly or indirectly, any action which is designed to or which has constituted
or which might reasonably be expected to cause or result in the stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the shares of the Stock.

          (f)   The Selling Stockholder's decision to sell shares of Common
Stock is not based on any information concerning the Company that is not set
forth in the Registration Statement and the Prospectus.

     SECTION 3. Purchase of the Stock by the Underwriters. On the basis of the
representations and warranties contained in, and subject to the terms and
conditions of, this Agreement, the Company agrees to sell . shares of the Firm
Stock and each Selling Stockholder agrees to sell the number of shares of the
Firm Stock set forth opposite its name in Schedule 2 hereto under the heading
"Number of Shares of Firm Stock", severally and not jointly, to the several
Underwriters and each of the Underwriters, severally and not jointly, agrees to
purchase the number of shares of the Firm Stock set forth opposite that
Underwriter's name in Schedule 1 hereto. The respective purchase obligations of
the Underwriters with respect to the Firm Stock shall be rounded among the
Underwriters to avoid fractional shares, as the Representatives may determine.

          In addition, each Option Stockholder, severally and not jointly,
grants to the Underwriters an option to purchase up to that number of shares of
Option Stock set forth opposite such Option Stockholder's name on Schedule 2
hereto under the heading "Number of Shares of Option Stock". Such option is
granted for the purpose of covering over-allotments in the sale of Firm Stock
and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall
be purchased severally for the account of the Underwriters in proportion to the
number of shares of Firm Stock set forth opposite the name of such Underwriters
in Schedule 1 hereto. The respective purchase obligations of each Underwriter
with respect to the Option Stock shall be adjusted by the Representatives so
that no Underwriter shall be obligated to purchase Option Stock other than in
100 share amounts.

                                       10



          The price of both the Firm Stock and any Option Stock shall be $_____
per share.

          The Company and the Selling Stockholders shall not be obligated to
deliver any of the Stock to be delivered on any Delivery Date (as hereinafter
defined), except upon payment for all the Stock to be purchased on such Delivery
Date as provided herein.

     SECTION 4. Offering of Stock by the Underwriters. Upon authorization by the
Representatives of the release of the Firm Stock, the several Underwriters
propose to offer the Firm Stock for sale upon the terms and conditions set forth
in the Prospectus, which terms and conditions may be relied upon by the Company,
the Selling Stockholders and the Underwriters.

          It is understood that approximately ____ shares of the Firm Stock (the
"Directed Stock") will initially be reserved by the Underwriters for offer and
sale to directors, officers and employees of the Company and its subsidiaries
and certain other persons (the "Directed Share Participants") upon the terms and
conditions set forth in the Prospectus (the "Directed Share Program") and in
accordance with the rules and regulations of the National Association of
Securities Dealers, Inc. (the "NASD"), and that any allocation of such Directed
Shares among such persons will be made in accordance with timely directions
received by Lehman Brothers Inc. from the Company. Under no circumstances will
Lehman Brothers Inc. or any Underwriter be liable to the Company or to any
Directed Share Participant for any action taken or omitted to be taken in good
faith in connection with such Directed Share Program. To the extent that any
Directed Shares are not affirmatively reconfirmed for purchase by any Directed
Share Participant on or immediately after the date of this Agreement, such
Directed Shares may be offered to the public as part of the public offering
contemplated hereby.

          The Company agrees to pay all reasonable fees and disbursements
incurred by the Underwriters or other agents in connection with the Directed
Share Program, and any stamp duties or other taxes incurred by the Underwriters
or other agents in connection with the Directed Share Program.

     SECTION 5. Delivery of and Payment for the Stock. Delivery of and payment
for the Firm Stock shall be made at the offices of Simpson Thacher & Bartlett,
425 Lexington Avenue, New York, New York, at 10:00 A.M., New York City time, on
the fourth full business day following the date of this Agreement or at such
other date or place as shall be determined by agreement between the
Representatives and the Company. This date and time are sometimes referred to as
the "First Delivery Date." On the First Delivery Date, the Company and each
Selling Stockholder shall deliver or cause to be delivered certificates
representing the Firm Stock to the Representatives for the account of each
Underwriter against payment to or upon the order of the Company and such Selling
Stockholder of the purchase price by wire transfer in immediately available
funds. Time shall be of the essence, and delivery at the time and place
specified pursuant to this Agreement is a further condition of the obligation of
each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in
such names and in such denominations as the Representatives shall request in
writing not less than two full business days prior to the First Delivery Date.
For the purpose of expediting the checking and packaging of the certificates for
the Firm Stock, the Company and each Selling Stockholder shall make the
certificates representing the Firm Stock available for inspection by the
Representatives in New

                                       11



York, New York, not later than 2:00 P.M., New York City time, on the business
day prior to the First Delivery Date.

          The option granted in Section 3 will expire 30 days after the date of
this Agreement and may be exercised in whole or in part from time to time by
written notice being given to the Option Stockholders by the Representatives.
Such notice shall set forth the aggregate number of shares of Option Stock as to
which the option is being exercised, the names in which the shares of Option
Stock are to be registered, the denominations in which the shares of Option
Stock are to be issued and the date and time, as determined by the
Representatives, when the shares of Option Stock are to be delivered; provided,
however, that this date and time shall not be earlier than the First Delivery
Date nor earlier than the second business day after the date on which the option
shall have been exercised nor later than the fifth business day after the date
on which the option shall have been exercised. In the event that the option
granted in Section 3 is not exercised by the Underwriters in full, the
Underwriters shall first purchase from each Selling Stockholder identified as a
management stockholder (the "Management Stockholders") in Schedule 2 hereto a
pro rata number of shares of Option Stock, based on the number of shares of
Option Stock set forth opposite such Management Stockholder's name in Schedule 2
hereto, and then purchase the remaining Option Stock, if any, from each
remaining Option Stockholder on a pro rata basis based on the number of shares
of Option Stock set forth opposite such Option Stockholder's name in Schedule 2
hereto. The date and time the shares of Option Stock are delivered are sometimes
referred to as a "Subsequent Delivery Date" and the First Delivery Date and any
Subsequent Delivery Date are sometimes each referred to as a "Delivery Date".

          Delivery of and payment for the Option Stock shall be made at the
place specified in the first sentence of the first paragraph of this Section 5
(or at such other place as shall be determined by agreement between the
Representatives and the Company) at 10:00 A.M., New York City time, on each such
Subsequent Delivery Date. On each such Subsequent Delivery Date, the Selling
Stockholders shall deliver or cause to be delivered the certificates
representing the Option Stock to be purchased on such Subsequent Delivery Date
to the Representatives for the account of each Underwriter against payment to or
upon the order of such Selling Stockholder of the purchase price by wire
transfer in immediately available funds. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a further
condition of the obligation of each Underwriter hereunder. Upon delivery, the
Option Stock shall be registered in such names and in such denominations as the
Representatives shall request in the aforesaid written notice. For the purpose
of expediting the checking and packaging of the certificates for the Option
Stock, each Selling Stockholder shall make the certificates representing the
Option Stock available for inspection by the Representatives in New York, New
York, not later than 2:00 P.M., New York City time, on the business day prior to
each such Subsequent Delivery Date.

     SECTION 6. Further Agreements of the Company. The Company agrees:

          (a)   To prepare the Prospectus in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under the
Securities Act not later than the Commission's close of business on the second
business day following the execution and delivery of this Agreement or, if
applicable, such earlier time as may be required by Rule 430A(a)(3)

                                       12



under the Securities Act; to make no further amendment or any supplement to the
Registration Statement or to the Prospectus except as permitted herein; to
advise the Representatives, promptly after it receives notice thereof, of the
time when any amendment to the Registration Statement has been filed or becomes
effective or any supplement to the Prospectus or any amended Prospectus has been
filed and to furnish the Representatives with copies thereof; to advise the
Representatives, promptly after it receives notice thereof, of the issuance by
the Commission of any stop order or of any order preventing or suspending the
use of any Preliminary Prospectus or the Prospectus, of the suspension of the
qualification of the Stock for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or the Prospectus or for additional information; and, in the event of
the issuance of any stop order or of any order preventing or suspending the use
of any Preliminary Prospectus or the Prospectus or suspending any such
qualification, to use promptly its best efforts to obtain its withdrawal;

          (b) To furnish promptly to each of the Representatives and to counsel
for the Underwriters a signed copy of the Registration Statement as originally
filed with the Commission, and each amendment thereto filed with the Commission,
including all consents and exhibits filed therewith and all documents
incorporated by reference therein upon request;

          (c) To deliver promptly to the Representatives such number of the
following documents as the Representatives shall reasonably request: (i)
conformed copies of the Registration Statement as originally filed with the
Commission and each amendment thereto (in each case excluding exhibits) and (ii)
each Preliminary Prospectus, the Prospectus and any amended or supplemented
Prospectus; and, if the delivery of a prospectus is required at any time after
the Effective Time in connection with the offering or sale of the Stock and if
at such time any events shall have occurred as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made
when such Prospectus is delivered, not misleading, or, if for any other reason
it shall be necessary to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in order
to comply with the Securities Act or the Exchange Act, to notify the
Representatives and, upon their request, to prepare and furnish without charge
to each Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an amended or
supplemented Prospectus which will correct such statement or omission or effect
such compliance;

          (d) To file promptly with the Commission any amendment to the
Registration Statement or the Prospectus or any supplement to the Prospectus
that may, in the judgment of the Company or the Representatives, be required by
the Securities Act or requested by the Commission;

          (e) Prior to filing with the Commission any amendment to the
Registration Statement or supplement to the Prospectus or any Prospectus
pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to
the Representatives and counsel for the

                                       13



Underwriters and obtain the consent of the Representatives to the filing, which
shall not be unreasonably withheld;

          (f) As soon as practicable after the Effective Date, to make generally
available to the Company's security holders and to deliver to the
Representatives an earnings statement of the Company and its subsidiaries (which
need not be audited) complying with Section 11(a) of the Securities Act and the
Rules and Regulations (including, at the option of the Company, Rule 158);

          (g) For a period of three years following the Effective Date, to
furnish to the Representatives (i) copies of all materials furnished by the
Company to its stockholders and all public reports and all reports and financial
statements furnished by the Company to the principal national securities
exchange upon which the Common Stock may be listed pursuant to requirements of
or agreements with such exchange or to the Commission pursuant to the Exchange
Act or any rule or regulation of the Commission thereunder, (ii) upon request
from the Underwriters, copies of the publicly available reports filed by the
Bank with the Bank Regulatory Authorities and (iii) such other publicly
available information as the Underwriters may reasonably request regarding the
Company and/or its subsidiaries;

          (h) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Stock for offering and
sale under the securities laws of such jurisdictions as the Representatives may
request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of the Stock; provided that in connection therewith
the Company shall not be required to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction in which it is
otherwise not subject;

          (i) For a period of 180 days from the date of the Prospectus, not to,
directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of
(or enter into any transaction or device which is designed to, or could be
expected to, result in the disposition by any person at any time in the future
of) any shares of Common Stock or securities convertible into or exchangeable
for Common Stock (other than the Stock and shares issued pursuant to employee
benefit plans, qualified stock option plans or other employee compensation plans
existing on the date hereof or pursuant to currently outstanding options,
convertible securities, warrants or rights, in each case as described in the
Registration Statement), or sell or grant options, rights or warrants with
respect to any shares of Common Stock or securities convertible into or
exchangeable for Common Stock (other than the grant of options pursuant to
option plans existing on the date hereof), or (2) enter into any swap or other
derivatives transaction that transfers to another, in whole or in part, any of
the economic benefits or risks of ownership of such shares of Common Stock,
whether any such transaction described in clause (1) or (2) above is to be
settled by delivery of Common Stock or other securities, in cash or otherwise,
in each case without the prior written consent of Lehman Brothers Inc. on behalf
of the Underwriters; and to cause each officer and director of the Company to
furnish to the Representatives, prior to the First Delivery Date, a lock-up
letter or letters, substantially in the form of Exhibit A hereto, pursuant to
which each such person shall agree not to, directly or indirectly, (1) offer for
sale, sell, pledge or otherwise dispose of (or enter into any transaction or
device which is designed to, or could be expected to, result in the disposition
by any person at any time in the future of) any

                                       14



shares of Common Stock or securities convertible into or exchangeable for Common
Stock or (2) enter into any swap or other derivatives transaction that transfers
to another, in whole or in part, any of the economic benefits or risks of
ownership of such shares of Common Stock, whether any such transaction described
in clause (1) or (2) above is to be settled by delivery of Common Stock or other
securities, in cash or otherwise, in each case for a period of 180 days from the
date of the Prospectus, without the prior written consent of Lehman Brothers
Inc. on behalf of the Underwriters;

          (j)   To apply for the listing of the Stock on Nasdaq, and to use its
best efforts to complete that listing, subject only to official notice of
issuance and evidence of satisfactory distribution, prior to the First Delivery
Date;

          (k)   To apply the net proceeds from the issuance and sale of the
Stock as set forth in the Prospectus; and

          (l)   To ensure that the Directed Stock sold pursuant to the Directed
Share Program will be restricted to the extent required by the NASD or the rules
of such association from sale, transfer, assignment, pledge or hypothecation for
a period of 180 days following the date of the effectiveness of the Registration
Statement, and Lehman Brothers Inc. will notify the Company as to which Directed
Share participants will need to be so restricted. At the request of Lehman
Brothers Inc., the Company will direct the transfer agent to place stop transfer
restrictions upon such securities for such period of time.

     SECTION 7. Further Agreements of the Selling Stockholders. Each Selling
Stockholder, severally and not jointly, agrees:

          (a)   To deliver to the Representatives prior to the First Delivery
Date a properly completed and executed applicable Internal Revenue Service Form
W-9 (if the Selling Stockholder is a United States person), claiming a complete
exemption from United States federal withholding tax; and

          (b)   That the Stock to be sold by the Selling Stockholder hereunder,
which is represented by the certificates held in custody for the Selling
Stockholder, is subject to the interest of the Underwriters and the other
Selling Stockholders hereunder, that the arrangements made by the Selling
Stockholders for such custody are to that extent irrevocable, and that the
obligations of the Selling Stockholder hereunder shall not be terminated by any
act of the Selling Stockholder, by operation of law or the occurrence of any
other event.

     SECTION 8. Expenses. The Company agrees to pay (a) the costs incident to
the authorization, issuance, sale and delivery of the Stock and any taxes
payable in that connection; (b) the costs incident to the preparation, printing
and filing under the Securities Act of the Registration Statement and any
amendments and exhibits thereto; (c) the costs of distributing the Registration
Statement as originally filed and each amendment thereto and any post-effective
amendments thereof (including, in each case, exhibits), any Preliminary
Prospectus, the Prospectus and any amendment or supplement to the Prospectus,
all as provided in this Agreement; (d) the costs of producing and distributing
this Agreement and any other related documents in connection with the offering,
purchase, sale and delivery of the stock; (e)

                                       15



the filing fees incident to securing the review by the NASD of the terms of sale
of the Stock; (f) any applicable listing or other fees; (g) the fees and
expenses (not in excess, in the aggregate, of $15,000) of qualifying the Stock
under the securities laws of the several jurisdictions as provided in Section
6(h) and of preparing, printing and distributing a Blue Sky Memorandum
(including related fees and expenses of counsel to the Underwriters); (h) the
costs and expenses of the Company relating to investor presentations on any
"road show" undertaken in connection with the marketing of the offering of the
Stock, including, without limitation, expenses associated with the production of
road show slides and graphics, fees and expenses of any consultants engaged in
connection with the road show presentations with the prior approval of the
Company, travel and lodging expenses of the representatives and officers of the
Company and any such consultants, and the cost of any aircraft chartered in
connection with the road show; and (i) all other costs and expenses incident to
the performance of the obligations of the Company under this Agreement. Each
Selling Stockholder shall pay the fees and expenses of its counsel and any
transfer taxes payable in connection with its sale of Stock to the Underwriters.
Except as provided in this Section 8 and in Section 13, the Underwriters shall
pay their own costs and expenses, including the costs and expenses of their
counsel, any transfer taxes on the Stock which they may sell and the expenses of
advertising any offering of the Stock made by the Underwriters.

     SECTION 9. Conditions of Underwriters' Obligations. The respective
obligations of the Underwriters hereunder are subject to the accuracy, when made
and on each Delivery Date, of the representations and warranties of the Company
and each of the Selling Stockholders contained herein, to the performance by the
Company and each of the Selling Stockholders of their obligations hereunder, and
to each of the following additional terms and conditions:

          (a)  The Prospectus shall have been timely filed with the Commission
in accordance with Section 6(a); no stop order suspending the effectiveness of
the Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and any request of the Commission for inclusion of additional
information in the Registration Statement or the Prospectus or otherwise shall
have been complied with.

          (b)  All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Stock, the Registration
Statement and the Prospectus, and all other legal matters relating to this
Agreement, the transactions contemplated hereby and the Pre-Closing Transactions
shall be reasonably satisfactory in all material respects to counsel for the
Underwriters, and the Company shall have furnished to such counsel all documents
and information that they may reasonably request to enable them to pass upon
such matters.

          (c)  Patton Boggs LLP shall have furnished to the Representatives
their written opinion, as counsel to the Company, addressed to the Underwriters
and dated such Delivery Date, in form and substance reasonably satisfactory to
the Representatives, containing the opinions set forth in Exhibit B hereto.

          (d)  The Representatives shall have received from Simpson Thacher &
Bartlett, counsel for the Underwriters, such opinion or opinions, dated such
Delivery Date, with

                                       16



respect to the issuance and sale of the Stock, the Registration Statement, the
Prospectus and other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such counsel such documents as
they reasonably request for the purpose of enabling them to pass upon such
matters.

          (e)  At the time of execution of this Agreement, the Representatives
shall have received from Ernst & Young LLP a letter, in form and substance
satisfactory to the Representatives, addressed to the Underwriters and dated the
date hereof (i) confirming that they are independent public accountants within
the meaning of the Securities Act and are in compliance with the applicable
requirements relating to the qualification of accountants under Rule 2-01 of
Regulation S-X of the Commission and (ii) stating, as of the date hereof (or,
with respect to matters involving changes or developments since the respective
dates as of which specified financial information is given in the Prospectus, as
of a date not more than five days prior to the date hereof), the conclusions and
findings of such firm with respect to the financial information and other
matters ordinarily covered by accountants' "comfort letters" to underwriters in
connection with registered public offerings.

          (f)  With respect to the letter of Ernst & Young LLP referred to in
the preceding paragraph and delivered to the Representatives concurrently with
the execution of this Agreement (the "initial letter"), the Company shall have
furnished to the Representatives a letter (the "bring-down letter") of such
accountants, addressed to the Underwriters and dated such Delivery Date (i)
confirming that they are independent public accountants within the meaning of
the Securities Act and are in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01 of Regulation S-X
of the Commission, (ii) stating, as of the date of the bring-down letter (or,
with respect to matters involving changes or developments since the respective
dates as of which specified financial information is given in the Prospectus, as
of a date not more than five days prior to the date of the bring-down letter),
the conclusions and findings of such firm with respect to the financial
information and other matters covered by the initial letters and (iii)
confirming in all material respects the conclusions and findings set forth in
the initial letter.

          (g)  The Company shall have furnished to the Representatives a
certificate, dated such Delivery Date, of its Chairman and Chief Executive
Officer and its Chief Financial Officer stating that:

               (i)   The representations, warranties and agreements of the
          Company in Section 1 are true and correct as of such Delivery Date;
          the Company has complied with all its agreements contained herein; and
          the conditions set forth in Sections 9(a) and 9(i) have been
          fulfilled; and

               (ii)  They have carefully examined the Registration Statement and
          the Prospectus and, in their opinion (A) as of the Effective Date, the
          Registration Statement and Prospectus did not include any untrue
          statement of a material fact and did not omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading, and (B) since the Effective Date no event has
          occurred which should have been set forth in a supplement or amendment
          to the Registration Statement or the Prospectus.

                                       17



          (h)  Each Selling Stockholder which is selling Stock on such Delivery
Date shall have furnished to the Representatives a certificate, dated such
Delivery Date, signed by, or on behalf of, the Selling Stockholder stating that
the representations, warranties and agreements of the Selling Stockholder
contained herein are true and correct as of such Delivery Date and that the
Selling Stockholder has complied with all agreements contained herein to be
performed by the Selling Stockholder at or prior to such Delivery Date.

          (i)  (A) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Prospectus and (B)
since such date there shall not have been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any change, or any
development involving a prospective change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, otherwise than as set forth or contemplated in
the Prospectus, the effect of which, in any such case described in clause (A) or
(B), is, in the judgment of the Representatives, so material and adverse as to
make it impracticable or inadvisable to proceed with the public offering or the
delivery of the Stock being delivered on such Delivery Date on the terms and in
the manner contemplated in the Prospectus.

          (j)  Subsequent to the execution and delivery of this Agreement there
shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange or the American Stock Exchange or in
the over-the-counter market, or trading in any securities of the Company on any
exchange or in the over-the-counter market, shall have been suspended or the
settlement of such trading generally shall have been materially disrupted or
minimum prices shall have been established on any such exchange or such market
by the Commission, by such exchange or by any other regulatory body or
governmental authority having jurisdiction, (ii) a banking moratorium shall have
been declared by Federal or state authorities, (iii) the United States shall
have become engaged in hostilities, there shall have been an escalation in
hostilities involving the United States or there shall have been a declaration
of a national emergency or war by the United States or (iv) there shall have
occurred such a material adverse change in general economic, political or
financial conditions (or the effect of international conditions on the financial
markets in the United States shall be such) as to make it, in the judgment of
the Representatives, impracticable or inadvisable to proceed with the public
offering or delivery of the Stock being delivered on such Delivery Date on the
terms and in the manner contemplated in the Prospectus.

          (k)  Nasdaq shall have approved the Stock for listing, subject only to
official notice of issuance and satisfactory evidence of distribution.

          All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters.

     SECTION 10. Indemnification and Contribution.

                                       18



          (a)  The Company shall indemnify and hold harmless each Underwriter,
its officers and employees and each person, if any, who controls any Underwriter
within the meaning of the Securities Act, from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or action
relating to purchases and sales of Stock), to which that Underwriter, officer,
employee or controlling person may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained (A) in any Preliminary Prospectus, the Registration
Statement or the Prospectus or in any amendment or supplement thereto, or (B) in
any materials or information provided to investors by, or with the approval of,
the Company in connection with the marketing of the offering of the Stock
("Marketing Materials"), including any road show or investor presentations made
to investors by the Company (whether in person or electronically), (ii) the
omission or alleged omission to state in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or in any amendment or supplement
thereto, or in any Marketing Materials, any material fact required to be stated
therein or necessary to make the statements therein not misleading, or (iii) any
act or failure to act or any alleged act or failure to act by any Underwriter in
connection with, or relating in any manner to, the Stock or the offering
contemplated hereby, and that is included as part of or referred to in any loss,
claim, damage, liability or action arising out of or based upon matters covered
by clause (i) or (ii) above (provided that the Company shall not be liable under
this clause (iii) to the extent that it is determined in a final judgment by a
court of competent jurisdiction that such loss, claim, damage, liability or
action resulted directly from any such acts or failures to act undertaken or
omitted to be taken by such Underwriter through its gross negligence or willful
misconduct), and shall reimburse each Underwriter and each such officer,
employee or controlling person promptly upon demand for any legal or other
expenses reasonably incurred by that Underwriter, officer, employee or
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus,
the Registration Statement or the Prospectus, or in any such amendment or
supplement, in reliance upon and in conformity with written information
concerning such Underwriter furnished to the Company through the Representatives
by or on behalf of such Underwriter specifically for inclusion therein which
information consists solely of the information specified in Section 10(g); and
provided, further, that the Company shall not be liable to any Underwriter under
the indemnity agreement in this Section 10(a) to the extent, but only to the
extent that (W) such loss, claim, damage, liability or action results from an
untrue statement of a material fact or an omission of a material fact contained
in the Preliminary Prospectus, which untrue statement or omission was corrected
in the Prospectus, and (X) the Company sustains the burden of proving that the
Underwriter sold shares of Stock to the person alleging such loss, claim,
damage, liability or action without sending or giving, at or prior to written
confirmation of such sale, a copy of the Prospectus, and (Y) the Company had
previously furnished sufficient quantities of the Prospectus to the Underwriters
(in such amounts requested by the Underwriters) within a reasonable amount of
time prior to such sale or confirmation, and (Z) such Underwriter failed to
deliver the Prospectus, if required by law to have so delivered it, and such
delivery would have been a complete defense against the person asserting such
loss,

                                       19



claim, damage, liability or action. For purposes of the last proviso to the
immediately preceding sentence, the term "Prospectus" shall not be deemed to
include the documents incorporated therein by reference, and no Underwriter
shall be obligated to send or give any supplement or amendment to any document
incorporated by reference in any Preliminary Prospectus or the Prospectus to any
person other than a person to whom such Underwriter had delivered such
incorporated document or documents in response to a written request therefor.
The foregoing indemnity agreement is in addition to any liability that the
Company may otherwise have to any Underwriter or to any officer, employee or
controlling person of that Underwriter.

          (b)  The Company agrees to indemnify and hold harmless Lehman Brothers
Inc. and the other Underwriters (including their directors, officers, employees
and controlling persons) from and against any loss, claim, damage, expense,
liability or action which (i) arises out of, or is based upon, any untrue
statement or alleged untrue statement of a material fact contained in any
material prepared by or with the approval of the Company for distribution to
Directed Share Participants in connection with the Directed Share Program or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii)
arises out of the failure of any Directed Share Program participant to pay for
and accept delivery of Directed Shares that the participant agreed to purchase
or (iii) is otherwise related to the Directed Share Program, other than losses,
claims, damages or liabilities (or expenses relating thereto) that are finally
judicially determined to have resulted directly from the bad faith or gross
negligence of Lehman Brothers Inc. or such other Underwriters; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus, or in any amendment or supplement thereto, in reliance upon
and in conformity with written information concerning such Underwriter furnished
to the Company through the Representatives by or on behalf of any Underwriter
specifically for inclusion therein which information consists solely of the
information specified in Section 10(g). The Company shall reimburse Lehman
Brothers Inc. or such other Underwriters promptly upon demand for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred.

          (c)  Each of the Selling Stockholders shall indemnify and hold
harmless each Underwriter, its directors, officers and employees, and each
person, if any, who controls any Underwriter within the meaning of the
Securities Act, from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof (including, but not limited to, any
loss, claim, damage, liability or action relating to purchases and sales of
Stock), to which that Underwriter, director, officer, employee or controlling
person may become subject, under the Securities Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state in any Preliminary Prospectus, Registration Statement
or the Prospectus, or in any amendment or supplement thereto, any material fact
required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity

                                       20



with written information concerning such Selling Stockholder furnished to the
Company specifically for inclusion therein, which information is limited to the
information set forth in Section 10(h), and shall reimburse each Underwriter and
any such director, officer or controlling person for any legal or other expenses
reasonably incurred by such Underwriter or any such director, officer or
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Selling Stockholders shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or in any such
amendment or supplement, in reliance upon and in conformity with written
information concerning such Underwriter furnished to the Selling Stockholders
through the Representatives by or on behalf of any Underwriter specifically for
inclusion therein which information consists solely of the information specified
in Section 10(g); and provided, further, that the Selling Stockholders shall not
be liable to any Underwriter under the indemnity agreement in this Section 10(c)
to the extent, but only to the extent that (W) such loss, claim, damage,
liability or action results from an untrue statement of a material fact or an
omission of a material fact contained in the Preliminary Prospectus, which
untrue statement or omission was corrected in the Prospectus, and (X) the
Selling Stockholders sustain the burden of proving that the Underwriter sold
shares of Stock to the person alleging such loss, claim, damage, liability or
action without sending or giving, at or prior to written confirmation of such
sale, a copy of the Prospectus, and (Y) the Company had previously furnished
sufficient quantities of the Prospectus to the Underwriters (in such amounts
requested by the Underwriters) within a reasonable amount of time prior to such
sale or confirmation, and (Z) such Underwriter failed to deliver the Prospectus,
if required by law to have so delivered it, and such delivery would have been a
complete defense against the person asserting such loss, claim, damage,
liability or action. For purposes of the last proviso to the immediately
preceding sentence, the term "Prospectus" shall not be deemed to include the
documents incorporated therein by reference, and no Underwriter shall be
obligated to send or give any supplement or amendment to any document
incorporated by reference in any Preliminary Prospectus or the Prospectus to any
person other than a person to whom such Underwriter had delivered such
incorporated document or documents in response to a written request therefor.
The foregoing indemnity agreement is in addition to any liability that the
Selling Stockholders may otherwise have to any Underwriter or to any officer,
employee or controlling person of that Underwriter.

          (d)  Each Underwriter, severally and not jointly, shall indemnify and
hold harmless the Company, its officers who have signed the Registration
Statement, each of its directors, and each person, if any, who controls the
Company within the meaning of the Securities Act, from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Company or any such director, officer or controlling person may
become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus or in any
amendment or supplement thereto, or (ii) the omission or alleged omission to
state in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or in any amendment or supplement thereto, any material fact
required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the

                                       21



extent that the untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information concerning such Underwriter furnished to the Company through the
Representatives by or on behalf of that Underwriter specifically for inclusion
therein, which information is limited to the information set forth in Section
10(g), and shall reimburse the Company and any such director, officer or
controlling person for any legal or other expenses reasonably incurred by the
Company or any such director, officer or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Underwriter may
otherwise have to the Company or any such director, officer or controlling
person.

          (e)  Promptly after receipt by an indemnified party under this Section
10 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 10, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 10 except to the extent it has
been materially prejudiced by such failure and, provided, further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 10.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 10 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
the Representatives shall have the right to employ counsel to represent jointly
the Representatives and those other Underwriters and their respective directors,
officers, employees and controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the
Underwriters against the Company or any Selling Stockholder under this Section
10 if, in the reasonable judgment of the Representatives, it is advisable for
the Representatives and those Underwriters, directors, officers, employees and
controlling persons to be jointly represented by separate counsel, and in that
event the fees and expenses of such separate counsel shall be paid, jointly and
severally, by the indemnifying party or parties. No indemnifying party shall (i)
without the prior written consent of the indemnified parties (which consent
shall not be unreasonably withheld), settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim, action,
suit or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding, or (ii) be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with the consent of
the indemnifying party or if there be a final judgment of the plaintiff in any
such action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment.

                                       22



          (f)  If the indemnification provided for in this Section 10 shall for
any reason be unavailable to or insufficient to hold harmless an indemnified
party under Section 10(a), 10(b), 10(c) or 10(d) in respect of any loss, claim,
damage or liability, or any action in respect thereof, referred to therein, then
each indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative benefits
received by the Company and the Selling Stockholders on the one hand and the
Underwriters on the other from the offering of the Stock or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Selling Stockholders on the one hand and the Underwriters on the other with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Selling Stockholders on the one hand and the Underwriters on the other with
respect to such offering shall be deemed to be in the same proportion as the
total net proceeds from the offering of the Stock purchased under this Agreement
(before deducting expenses) received by the Company and the Selling
Stockholders, on the one hand, and the total underwriting discounts and
commissions received by the Underwriters with respect to the shares of the Stock
purchased under this Agreement, on the other hand, bear to the total gross
proceeds from the offering of the shares of the Stock under this Agreement, in
each case as set forth in the table on the cover page of the Prospectus. The
relative fault shall be determined by reference to whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company, any Selling
Stockholder or the Underwriters, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company, each Selling Stockholder and the
Underwriters agree that it would not be just and equitable if contributions
pursuant to this Section 10(f) were to be determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section shall be deemed to include, for
purposes of this Section 10(f), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 10(f), (i) no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the shares of Stock underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or alleged omission
and (ii) no Selling Stockholder shall be required to contribute any amount in
excess of the amount equal to the aggregate initial public offering price of the
Stock sold by such Selling Stockholder, less the underwriting discount, based on
the per share amounts set forth on the front cover page of the Prospectus. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations to contribute as provided in this Section 10(f) are several in
proportion to their respective underwriting obligations and not joint.

                                       23



          (g)  The Underwriters severally confirm and the Company and each
Selling Stockholder acknowledges that the statements with respect to the public
offering of the Stock by the Underwriters set forth on the cover page of the
Prospectus and the table listing the Representatives and the number of shares of
Firm Stock to be purchased by each Representative, the underwriting discount,
concession and reallowance figures and the information concerning stabilization,
short positions and penalty bids, discretionary accounts, UK Selling
Restrictions and electronic distribution appearing under the caption
"Underwriting" in the Prospectus are correct and constitute the only information
concerning such Underwriters furnished in writing to the Company by or on behalf
of the Underwriters specifically for inclusion in the Registration Statement.

          (h)  Each of the Selling Stockholders severally confirm and each of
the Underwriters acknowledges that the information set forth under the captions
"Principal Stockholders" and "Selling Stockholders" in the Prospectus regarding
such Selling Stockholder is correct and constitutes the only information
concerning such Selling Stockholder furnished in writing to the Company by or on
behalf of such Selling Stockholder specifically for inclusion in the
Registration Statement and the Prospectus.

     SECTION 11. Defaulting Underwriters. If, on any Delivery Date, any
Underwriter defaults in the performance of its obligations under this Agreement,
the remaining non-defaulting Underwriters shall be obligated to purchase the
Stock which the defaulting Underwriter agreed but failed to purchase on such
Delivery Date in the respective proportions which the number of shares of the
Firm Stock set opposite the name of each remaining non-defaulting Underwriter in
Schedule 1 hereto bears to the total number of shares of the Firm Stock set
opposite the names of all the remaining non-defaulting Underwriters in Schedule
1 hereto; provided, however, that the remaining non-defaulting Underwriters
shall not be obligated to purchase any of the Stock on such Delivery Date if the
total number of shares of the Stock which the defaulting Underwriter or
Underwriters agreed but failed to purchase on such date exceeds 9.09% of the
total number of shares of the Stock to be purchased on such Delivery Date, and
any remaining non-defaulting Underwriter shall not be obligated to purchase more
than 110% of the number of shares of the Stock which it agreed to purchase on
such Delivery Date pursuant to the terms of Section 3. If the foregoing maximums
are exceeded, the remaining non-defaulting Underwriters, or those other
underwriters satisfactory to the Representatives who so agree, shall have the
right, but shall not be obligated, to purchase, in such proportion as may be
agreed upon among them, all the Stock to be purchased on such Delivery Date. If
the remaining Underwriters or other underwriters satisfactory to the
Representatives do not elect to purchase the shares which the defaulting
Underwriter or Underwriters agreed but failed to purchase on such Delivery Date,
this Agreement (or, with respect to any Subsequent Delivery Date, the obligation
of the Underwriters to purchase, and of the applicable Selling Stockholders to
sell, the Option Stock) shall terminate without liability on the part of any
non-defaulting Underwriter, the Company or any Selling Stockholder, except that
the Company will continue to be liable for the payment of expenses to the extent
set forth in Sections 8 and 13, except for expenses of any defaulting
Underwriter. As used in this Agreement, the term "Underwriter" includes, for all
purposes of this Agreement unless the context requires otherwise, any party not
listed in Schedule 1 hereto who, pursuant to this Section 11, purchases Stock
which a defaulting Underwriter agreed but failed to purchase.

                                       24



          Nothing contained herein shall relieve a defaulting Underwriter of any
liability it may have to the Company and the Selling Stockholders for damages
caused by its default. If other underwriters are obligated or agree to purchase
the Stock of a defaulting or withdrawing Underwriter, either the Representatives
or the Company may postpone the Delivery Date for up to seven full business days
in order to effect any changes in the opinion of counsel for the Company or
counsel for the Underwriters that may be necessary in the Registration
Statement, the Prospectus or in any other document or arrangement.

     SECTION 12. Termination. The obligations of the Underwriters hereunder may
be terminated by the Representatives by notice given to and received by the
Company prior to delivery of and payment for the Firm Stock if, prior to that
time, any of the events described in Sections 9(i) or 9(j) shall have occurred
or if the Underwriters shall decline to purchase the Stock for any reason
permitted under this Agreement.

     SECTION 13. Reimbursement of Underwriters' Expenses. If the Company or the
Selling Stockholders shall fail to tender the Stock for delivery to the
Underwriters by reason of any failure, refusal or inability on the part of the
Company or the Selling Stockholders to perform any agreement on their part to be
performed, or because any other condition of the Underwriters' obligations
hereunder required to be fulfilled by the Company or the Selling Stockholders
(including, without limitation, with respect to the Pre-Closing Transactions) is
not fulfilled, the Company will reimburse the Underwriters for all reasonable
out-of-pocket expenses (including fees and disbursements of counsel) incurred by
the Underwriters in connection with this Agreement and the proposed purchase of
the Stock, and upon demand the Company shall pay the full amount thereof to the
Representatives. If this Agreement is terminated pursuant to Section 12 by
reason of the default of one or more Underwriters, the Company shall not be
obligated to reimburse any defaulting Underwriter on account of those expenses.

     SECTION 14. Notices, Etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:

          (a)  if to the Underwriters, shall be delivered or sent by mail, telex
or facsimile transmission to Lehman Brothers Inc., 1285 Avenue of the Americas,
13th Floor, New York, New York 10019, Attention: Syndicate Registration
Department (Fax: 212-526-0943), with a copy, in the case of any notice pursuant
to Section 10(e), to the Director of Litigation, Office of the General Counsel,
Lehman Brothers Inc., 399 Park Avenue, 10th Floor, New York, NY 10022;

          (b)  if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Joseph M. Grant, Chairman of the Board and
Chief Executive Officer (Fax: (214) 932-6609), with a copy to Joseph G.
Passaic, Jr., Patton Boggs LLP, 2550 M Street, N.W., Washington, D.C. 20037
(Fax: 202-457-6315);

          (c)  if to any Selling Stockholder, shall be delivered or sent by
mail, telex or facsimile transmission to such Selling Stockholder at the address
set forth beneath its name on Schedule 2 hereto;

                                       25



provided, however, that any notice to an Underwriter pursuant to Section 10(e)
shall be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its acceptance telex to the
Representatives, which address will be supplied to any other party hereto by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof. The Company and the
Selling Stockholders shall be entitled to act and rely upon any request,
consent, notice or agreement given or made on behalf of the Underwriters by
Lehman Brothers Inc. on behalf of the Representatives.

     SECTION 15. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Underwriters, the Company, the
Selling Stockholders and their respective successors. This Agreement and the
terms and provisions hereof are for the sole benefit of only those persons,
except that (A) the representations, warranties, indemnities and agreements of
the Company and the Selling Stockholders contained in this Agreement shall also
be deemed to be for the benefit of the person or persons, if any, who control
any Underwriter within the meaning of Section 15 of the Securities Act and (B)
the indemnity agreement of the Underwriters contained in Section 10(d) of this
Agreement shall be deemed to be for the benefit of directors of the Company,
officers of the Company who have signed the Registration Statement and any
person controlling the Company within the meaning of Section 15 of the
Securities Act. Nothing in this Agreement is intended or shall be construed to
give any person, other than the persons referred to in this Section 15, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein.

     SECTION 16. Survival. The respective indemnities, representations,
warranties and agreements of the Company, the Selling Stockholders and the
Underwriters contained in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall survive the delivery of and
payment for the Stock and shall remain in full force and effect, regardless of
any investigation made by or on behalf of any of them or any person controlling
any of them.

     SECTION 17. Definition of the Terms "Business Day" and "Subsidiary." For
purposes of this Agreement, (a) "business day" means each Monday, Tuesday,
Wednesday, Thursday or Friday which is not a day on which banking institutions
in New York are generally authorized or obligated by law or executive order to
close and (b) "subsidiary" has the meaning set forth in Rule 405 of the Rules
and Regulations.

     SECTION 18. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of New York.

     SECTION 19. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

     SECTION 20. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

                                       26



          If the foregoing correctly sets forth the agreement between the
Company and the Underwriters, please indicate your acceptance in the space
provided for that purpose below.

Very truly yours,



TEXAS CAPITAL BANCSHARES, INC.


By: ________________________________________
    Name:
    Title:


THE SELLING STOCKHOLDERS SET FORTH
IN SCHEDULE 2 HERETO


By: ________________________________________
    Name:  Joseph M. Grant
    Title:  Attorney-in-fact


By: ________________________________________
    Name:  Raleigh Hortenstine III
    Title:  Attorney-in-fact



Accepted:

LEHMAN BROTHERS INC.
U.S. BANCORP PIPER JAFFRAY INC.
SUNTRUST CAPITAL MARKETS, INC.

For themselves and as Representatives
of the several Underwriters named
in Schedule 1 hereto

By LEHMAN BROTHERS INC.



By: __________________________________________
    Name:
    Title: Authorized Representative


                                   SCHEDULE 1

                                                     Number of Shares of Firm
Underwriters                                           Stock to be Purchased
- ------------                                           ---------------------

Lehman Brothers Inc............................
U.S. Bancorp Piper Jaffray Inc.................
SunTrust Capital Markets, Inc..................
[Names of other Underwriters]..................

Total..........................................


                                   SCHEDULE 2

    Name and Address of Selling    Number of Shares       Number of Shares
            Stockholder              of Firm Stock         of Option Stock
    ---------------------------    ----------------       ----------------


* -- Management Stockholder

+ -- Option Stockholder