S-3

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 2008

REGISTRATION NO. 333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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	75-2679109
(State or other Jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

2100 McKinney Avenue

Suite 900

Dallas, Texas 75201

(214) 932-6600

(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)

Peter B. Bartholow

Chief Financial Officer

Texas Capital Bancshares, Inc.

2100 McKinney Avenue

Suite 900

Dallas, Texas

(214) 932-6600

(Name, address, including zip code, and telephone number, including area code, of agents for service)

Copy to:

Norman R. Miller, Esq.

Patton Boggs LLP

2001 Ross Avenue Street, Suite 3000

Dallas, TX 75201

(214) 758-6630

Approximate Date of Commencement of Proposed Sale to the Public:  As soon as practicable after this Registration Statement becomes effective.

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

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.  þ

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.  o

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 registration statement for the same offering.  o

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box:  o

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box:  o

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

Large accelerated filer  o Accelerated Filer  þ Non-accelerated filer  o Smaller reporting company  o

                                (Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Securities	Amount to be	Offering Price per	Aggregate	Amount of
to be Registered	Registered	Share(1)	Offering Price(1)	Registration Fee
Common Stock, par value $0.01 per share	4,000,000	$18.34	$73,360,000	$2,883.05

(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and based upon the average of the high and low prices of the registrant’s common stock as reported on the Nasdaq Global Select Market on September 12, 2008.

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.

The information in this prospectus is subject to completion and may be changed. No one may sell these securities nor may offers to buy these securities be accepted until the registration statement filed with the Securities and Exchange Commission (of which this prospectus is a part) is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 17, 2008

PROSPECTUS

TEXAS CAPITAL BANCSHARES, INC.

4,000,000 SHARES OF COMMON STOCK

This prospectus relates to the resale from time to time of up to 4,000,000 shares of Common Stock of Texas Capital Bancshares, Inc. by the selling shareholders identified in this prospectus. We are not selling any shares of our Common Stock pursuant to this prospectus, and we will not receive any proceeds from the sale of shares of our Common Stock offered by this prospectus. We have agreed to pay certain expenses in connection with the registration of the shares and to indemnify the selling shareholders against certain liabilities.

The selling shareholders identified in this prospectus, or their pledges, donees, transferees or other successors-in-interest, may offer the shares offered by this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.

Our Common Stock is quoted on the Nasdaq Global Select Market under the trading symbol “TCBI.” On September   , 2008, the closing sale price for our Common Stock, as reported by the Nasdaq Global Select Market, was $     .

You should carefully consider the risk factors beginning on page 4 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this offering circular. Any representation to the contrary is a criminal offense.

These securities are not savings accounts, deposits or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this prospectus is          , 2008

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS		ii
FORWARD-LOOKING STATEMENTS		ii
SUMMARY		1
RISK FACTORS		4
USE OF PROCEEDS		12
SELLING SHAREHOLDERS		12
PLAN OF DISTRIBUTION		15
LEGAL MATTERS		16
EXPERTS		17
WHERE YOU CAN FIND MORE INFORMATION		17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		17
Opinion of Patton Boggs LLP
Stock Purchase Agreement
Registration Rights Agreement
Consent of Ernst & Young LLP

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus and the documents incorporated by reference. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information in this document may only be accurate on the date of this document. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

You should not consider any information in this prospectus or in the documents incorporated by reference herein to be investment, legal or tax advice. You should consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding the purchase of the Common Stock.

Unless the context otherwise requires, the terms “Texas Capital Bancshares,” “TCBI,” “Company,” “we,” “us” and “our” refer to Texas Capital Bancshares, Inc. and its subsidiaries. Unless the context otherwise requires, the term “Bank” refers to Texas Capital Bank, National Association. To understand this offering fully, you should read this entire document carefully, as well as the documents identified in the section titled “Where You Can Find More Information.”

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus and in the documents we incorporate by reference are forward-looking statements within the meaning of the U.S. federal securities laws that involve risks and uncertainties. The statements contained in this prospectus and the documents we incorporate by reference that are not purely historical, including, without limitation, statements regarding our expectations, beliefs, intentions or strategies regarding the future, are forward-looking statements. In this prospectus and the documents we incorporate by reference, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “will,” “should,” “plan,” “estimate,” “predict,” “potential,” “future,” “continue,” or similar expressions also identify forward-looking statements. Examples of forward-looking statements in this prospectus and the documents we incorporate by reference include statements regarding our expectations as to demand for our products, future operating results, capital expenditures, liquidity, our indemnification obligations, the results of litigation, amortization of other intangible assets and our relationships with vendors, as well as such other statements described in existing or future documents we incorporate by reference. These statements are only predictions. We make these forward-looking statements based upon information available on the date hereof, and we have no obligation (and expressly disclaim any such obligation) to update or alter any such forward-looking statements, whether as a result of new information, future events, or otherwise. Our actual results could differ materially from those anticipated in this prospectus as a result of certain factors including, but not limited to, those set forth below in the section entitled “Risk Factors” and elsewhere in this prospectus.

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SUMMARY

This summary is not complete and does not contain all of the information that may be important to you and is qualified in its entirety by the more detailed information appearing elsewhere or incorporated by reference in this prospectus. You should read the entire prospectus and the documents incorporated by reference herein before making an investment decision. You should pay special attention to the “Risk Factors” section of this prospectus to determine whether an investment in the shares is appropriate for you.

The Company

Overview

Texas Capital Bancshares, Inc., a financial holding company, is the parent of Texas Capital Bank, National Association, a Texas-based bank headquartered in Dallas, with banking offices in Dallas, Houston, Fort Worth, Austin and San Antonio, the state’s five largest metropolitan areas. Our market focus is commercial business and high net-worth individuals, and we offer a variety of banking products and services to our customers. We have focused on organic growth of the Bank, maintenance of credit quality and bankers with strong personal and professional relationships in their communities.

We focus on serving the needs of commercial and high net-worth customers, the core of our model since our organization. We do not incur the costs of competing in an over-branched and over-crowded consumer market. We are primarily a secured lender, and, as a result, we have experienced a low percentage of charge-offs relative to both total loans and non-performing loans since inception. Our loan portfolio is diversified by industry, collateral and geography in Texas.

Business Strategy

Utilizing the business and community ties of our management and their banking experience, our strategy is building an independent bank that focuses primarily on middle market business customers and high net worth individuals in each of the five major metropolitan markets of Texas. To achieve this, we seek to implement the following strategies:

•  target middle market business and high net worth individuals;

•  grow our loan and deposit base in our existing markets by hiring additional experienced Texas bankers;

•  continue the emphasis on credit policy to provide for credit quality consistent with long-term objectives;

•  improve our financial performance through the efficient management of our infrastructure and capital base, which includes:

•  leveraging our existing infrastructure to support a larger volume of business;

•  maintaining stringent internal approval processes for capital and operating expenses; and

•  extensive use of outsourcing to provide cost-effective operational support with service levels consistent with large-bank operations; and

•  extend our reach within our target markets of Austin, Dallas, Fort Worth, Houston and San Antonio through service innovation and service excellence.

Products and Services

We offer a variety of loan, deposit account and other financial products and services to our customers.

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Business Customers.  We offer a full range of products and services oriented to the needs of our business customers, including:

•  commercial loans for general corporate purposes including financing for working capital, internal growth, acquisitions and financing for business insurance premiums;

•  permanent real estate and construction loans;

•  equipment leasing;

•  cash management services;

•  trust and escrow services; and

•  letters of credit.

Individual Customers.  We also provide complete banking services for our individual customers, including:

•  personal trust and wealth management services;

•  certificates of deposit;

•  interest bearing and non-interest bearing checking accounts with optional features such as Visa^® debit/ATM cards and overdraft protection;

•  traditional money market and savings accounts;

•  consumer loans, both secured and unsecured;

•  branded Visa^® credit card accounts, including gold-status accounts; and

•  Internet banking.

Corporate Information

Our principal executive offices are located at 2100 McKinney Avenue, Suite 900, Dallas, Texas 75201, and our telephone number at these offices is (214) 932-6600. Our internet address is www.texascapitalbank.com. Please note that our website is provided as a textual reference, and the information on our website is not incorporated by reference in this prospectus.

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The Offering

Common Stock offered by selling shareholders	4,000,000 shares
Common Stock outstanding after this offering	30,828,308 shares(1)
Use of proceeds	We will not receive any proceeds from the sale of shares in this offering. See “Use of Proceeds” on page 12 of this prospectus.
Risk Factors	See the “Risk Factors” section beginning on page 4 of this prospectus, as well as other cautionary statements throughout or incorporated by reference in this prospectus, before investing in shares of our Common Stock.
Nasdaq Global Select Market symbol	TCBI

(1) Based on the number of shares outstanding as of September 10, 2008 and excludes shares that may be issued upon exercise of stock options and stock appreciation rights outstanding as of the date hereof.

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RISK FACTORS

You should carefully consider the risks described below before making an investment decision in the shares of our Common Stock. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our Common Stock could decline substantially, and you may lose all or part of your investment.

Risks related to our business

We must effectively manage our credit risk.

There are risks inherent in making any loan, including risks with respect to the period of time over which the loan may be repaid, risks resulting from changes in economic and industry conditions, risks inherent in dealing with individual borrowers and risks resulting from uncertainties as to the future value of collateral. The risk of non-payment of loans is inherent in commercial banking. Although we attempt to minimize our credit risk by carefully monitoring the concentration of our loans within specific industries and through prudent loan approval practices in all categories of our lending, we cannot assure you that such monitoring and approval procedures will reduce these lending risks. We cannot assure you that our credit administration personnel, policies and procedures will adequately adapt to changes in conditions affecting customers and the quality of the loan portfolio.

Our results of operation and financial condition would be adversely affected if our allowance for loan losses is not sufficient to absorb actual losses.

Experience in the banking industry indicates that a portion of our loans in all categories of our lending business will become delinquent, and some may only be partially repaid or may never be repaid at all. Our methodology for establishing the adequacy of the allowance for loan losses depends on subjective application of risk grades as indicators of borrowers’ ability to repay. Deterioration in general economic conditions and unforeseen risks affecting customers may have an adverse effect on borrowers’ capacity to honor their obligations before risk grades could reflect those changing conditions. In times of improving credit quality, with growth in our loan portfolio, the allowance for loan losses may decrease as a percent of total loans. Changes in economic and market conditions, such as those that have recently occurred, may increase the risk that the allowance would become inadequate if borrowers experience economic and other conditions adverse to their businesses. Maintaining the adequacy of our allowance for loan losses may require that we make significant and unanticipated increases in our provisions for loan losses, which would materially affect our results of operations. Recognizing that many of our loans individually represent a significant percentage of our total allowance for loan losses, adverse collection experience in a relatively small number of loans could require an increase in our allowance. Federal regulators, as an integral part of their respective supervisory functions, periodically review our allowance for loan losses. The regulatory agencies may require us to change classifications or grades on loans, increase the allowance for loan losses with large provisions for loan losses and to recognize further loan charge-offs based upon their judgments, which may be different from ours. Any increase in the allowance for loan losses required by these regulatory agencies could have a negative effect on our results of operations and financial condition. For additional descriptions of risks in the loan portfolio, the methodology for determining, and information related to, the adequacy of the reserve for loan losses, see the Summary of Loan Loss Experience section in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ending December 31, 2007 and our Quarterly Reports on Form 10-Q for the quarters ending March 31, 2008 and June 30, 2008, which are incorporated by reference into this prospectus.

The growth plans for the Bank are dependent on the availability of capital and funding.

Our reliance on trust preferred and other forms of capital, as well as other short-term sources of funding, may become limited by market conditions beyond our control. Pricing of capital, in terms of interest or

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dividend requirements or dilutive impact on earnings available to shareholders, may increase dramatically, and an increase in costs of capital could have a direct impact on our operating performance and our ability to achieve our growth objectives. Costs of funding could also increase dramatically and affect our growth objectives, as well as our financial performance. Adverse changes in operating performance and financial condition could make capital necessary to support or maintain “well capitalized” status either difficult to obtain or extremely expensive.

Our operations are significantly affected by interest rate levels.

Our profitability is dependent to a large extent on our net interest income, which is the difference between interest income we earn as a result of interest paid to us on loans and investments and interest we pay to third parties such as our depositors and those from whom we borrow funds. Like most financial institutions, we are affected by changes in general interest rate levels, which are currently at relatively low levels, and by other economic factors beyond our control. Interest rate risk can result from mismatches between the dollar amount of repricing or maturing assets and liabilities and from mismatches in the timing and rate at which our assets and liabilities reprice. Although we have implemented strategies which we believe reduce the potential effects of changes in interest rates on our results of operations, these strategies may not always be successful. In addition, any substantial and prolonged increase in market interest rates could reduce our customers’ desire to borrow money from us or adversely affect their ability to repay their outstanding loans by increasing their costs since most of our loans have adjustable interest rates that reset periodically. If our borrowers’ ability to repay is adversely affected, our level of non-performing assets would increase and the amount of interest earned on loans would decrease, thereby having an adverse effect on our operating results. Any of these events could adversely affect our results of operations or financial condition.

Our business faces unpredictable economic and business conditions.

General economic conditions and specific business conditions impact the banking industry and our customers’ businesses. The credit quality of our loan portfolio necessarily reflects, among other things, the general economic conditions in the areas in which we conduct our business. Our continued financial success depends somewhat on factors beyond our control, including:

•  national and local economic conditions;

•  the supply and demand for investable funds;

•  interest rates; and

•  federal, state and local laws affecting these matters.

Any substantial deterioration in any of the foregoing conditions could have a material adverse effect on our results of operation and financial condition, which would likely adversely affect the market price of our Common Stock. Our Bank’s customer base is primarily commercial in nature, and our Bank does not have a significant branch network or retail deposit base. In periods of economic downturn, business and commercial deposits may tend to be more volatile than traditional retail consumer deposits and, therefore, during these periods our financial condition and results of operations could be adversely affected to a greater degree than our competitors that have a larger retail customer base.

Our recent operating results may not be indicative of our future operating results.

We may not be able to sustain our historical rate of growth. Various factors, such as competition, economic conditions, interest rates and regulatory considerations, may impede growth in our business and markets we serve.

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We are dependent upon key personnel.

Our success depends to a significant extent upon the performance of certain key employees, the loss of whom could have an adverse effect on our business. Although we have entered into employment agreements with certain employees, we cannot assure you that we will be successful in retaining key employees.

Our business is concentrated in Texas and a downturn in the economy of Texas may adversely affect our business.

A substantial majority of our business is located in Texas. As a result, our financial condition and results of operations may be affected by changes in the Texas economy. A prolonged period of economic recession or other adverse economic conditions in Texas may result in an increase in non-payment of loans and a decrease in collateral value.

Our business strategy includes growth plans within our target markets and, if we fail to manage our growth effectively as we pursue our expansion strategy, it could negatively affect our operations.

We intend to develop our business by pursuing a growth strategy within our target markets. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in significant growth stages of development. In order to execute our growth strategy successfully, we must, among other things:

•  identify and expand into suitable markets and lines of business;

•  build our customer base;

•  maintain credit quality;

•  attract sufficient deposits to fund our anticipated loan growth;

•  attract and retain qualified bank management in each of our targeted markets;

•  identify and pursue suitable opportunities for opening new banking locations; and

•  maintain adequate regulatory capital.

Failure to manage our growth effectively could have a material adverse effect on our business, future prospects, financial condition or results of operations, and could adversely affect our ability to successfully implement our business strategy.

We compete with many larger financial institutions which have substantially greater financial resources than we have.

Competition among financial institutions in Texas is intense. We compete with other financial and bank holding companies, state and national commercial banks, savings and loan associations, consumer finance companies, credit unions, securities brokerages, insurance companies, mortgage banking companies, money market mutual funds, asset-based non-bank lenders and other financial institutions. Many of these competitors have substantially greater financial resources, lending limits and larger branch networks than we do, and are able to offer a broader range of products and services than we can. Failure to compete effectively for deposit, loan and other banking customers in our markets could cause us to lose market share, slow our growth rate and may have an adverse effect on our financial condition and results of operations.

The risks involved in commercial lending may be material.

We generally invest a greater proportion of our assets in commercial loans than other banking institutions of our size, and our business plan calls for continued efforts to increase our assets invested in these loans. Commercial loans may involve a higher degree of credit risk than some other types of loans due, in part, to their larger average size, the effects of changing economic conditions on commercial loans, the dependency on the cash flow of the borrowers’ businesses to service debt, the sale of assets securing the loans, and disposition

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of collateral which may not be readily marketable. Losses incurred on a relatively small number of commercial loans could have a materially adverse impact on our results of operations and financial condition.

Real estate lending in our core Texas markets involves risks related to a decline in value of commercial and residential real estate.

Our real estate lending activities, and the exposure to fluctuations in real estate values, are significant. The market value of real estate can fluctuate significantly in a relatively short period of time as a result of market conditions in the geographic area in which the real estate is located. If the value of the real estate serving as collateral for our loan portfolio were to decline materially, a significant part of our loan portfolio could become under-collateralized and we may not be able to realize the amount of security that we anticipated at the time of originating the loan. Conditions in certain segments of the real estate industry, including homebuilding, lot development and mortgage lending, may have an effect on values of real estate pledged as collateral in our markets. The inability of purchasers of real estate, including residential real estate, to obtain financing may weaken the financial condition of borrowers dependent on the sale or refinancing of property. Failure to sell some loans held for sale in accordance with contracted terms may result in mark to market charges to other operating income associated with assigning a value to such loans based on their correct market price. In addition, after we mark to market any such loans, we may transfer such loans into the loans held for investment portfolio where they will then be subject to changes in grade, classification, accrual status, foreclosure, or loss which could have an effect on the adequacy of the allowance for loan losses.

Our future profitability depends, to a significant extent, upon revenue we receive from our middle market business customers and their ability to meet their loan obligations.

We expect that our future profitability will depend, to a significant extent, upon revenue we receive from middle market business customers, and their ability to meet existing and future loan obligations. As a result, adverse economic conditions or other factors adversely affecting this market segment may have a greater adverse effect on us than on other financial institutions that have a more diversified customer base.

System failure or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.

The computer systems and network infrastructure we use could be vulnerable to unforeseen problems. Our operations are dependent upon our ability to protect our computer equipment against damage from fire, power loss, telecommunications failure or a similar catastrophic event. Any damage or failure that causes an interruption in our operations could have an adverse effect on our customers. In addition, we must be able to protect the computer systems and network infrastructure utilized by us against physical damage, security breaches and service disruption caused by the Internet or other users. Such computer break-ins and other disruptions would jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us and deter potential customers. Although we, with the help of third-party service providers, will continue to implement security technology and establish operational procedures to prevent such damage, there can be no assurance that these security measures will be successful. In addition, the failure of our customers to maintain appropriate security for their systems may increase our risk of loss by exposing our computer systems and network to damage, security breaches or service disruptions. We have and will continue to incur costs training our customers about protection of their systems. However, we cannot be assured that this training will be adequate to avoid risk to our customers or to us.

We are subject to extensive government regulation and supervision.

We are subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not shareholders. These regulations affect our lending practices, capital structure, investment practices, dividend policy, operations and growth, among other things. These regulations also impose obligations to maintain appropriate policies, procedures and controls, among other things, to detect, prevent and report money

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laundering and terrorist financing and to verify the identities of our customers. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect us in substantial and unpredictable ways. Such changes could subject us to additional costs, limit the types of financial services and products we may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things. We expend substantial effort and incur costs to improve our systems, audit capabilities, staffing and training in order to satisfy regulatory requirements, but the regulatory authorities may determine that such efforts are insufficient. Failure to comply with relevant laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on our business, financial condition and results of operations. While we have policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. Furthermore, the Sarbanes-Oxley Act of 2002, and the related rules and regulations promulgated by the Commission and Nasdaq that are applicable to us, have increased the scope, complexity and cost of corporate governance, reporting and disclosure practices. As a result, we have experienced, and may continue to experience, greater compliance costs.

Severe weather, natural disasters, acts of war or terrorism and other external events could significantly impact our business.

Severe weather, natural disasters, acts of war or terrorism and other adverse external events could have a significant impact on our ability to conduct business. Such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause us to incur additional expenses. Periodically, hurricanes have caused extensive flooding and destruction along the coastal areas of Texas, including communities where we conduct business, and our operations in Houston have been disrupted to a minor degree. While the impact of these hurricanes did not significantly affect us, other severe weather or natural disasters, acts of war or terrorism or other adverse external events may occur in the future. Although management has established disaster recovery policies and procedures, the occurrence of any such event could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.

Our management maintains significant control over us.

Our current executive officers and directors beneficially own slightly more than 10% of the outstanding shares of our Common Stock. Accordingly, our current executive officers and directors are able to influence, to a significant extent, the outcome of all matters required to be submitted to our shareholders for approval (including decisions relating to the election of directors), the determination of day-to-day corporate and management policies and other significant corporate activities.

There are substantial regulatory limitations on changes of control.

With certain limited exceptions, federal regulations prohibit a person or company or a group of persons deemed to be “acting in concert” from, directly or indirectly, acquiring more than 10% (5% if the acquirer is a bank holding company) of any class of our voting stock or obtaining the ability to control in any manner the election of a majority of our directors or otherwise direct the management or policies of our company without prior notice or application to and the approval of the Board of Governors of Federal Reserve System. Accordingly, prospective investors need to be aware of and comply with these requirements, if applicable, in connection with any purchase of the notes or shares of our Common Stock into which the notes may be converted.

Anti-takeover provisions of our certificate of incorporation, bylaws and Delaware law may make it more difficult for you to receive a change in control premium.

Certain provisions of our certificate of incorporation and bylaws could make a merger, tender offer or proxy contest more difficult, even if such events were perceived by many of our shareholders as beneficial to their interests. These provisions include advance notice requirements for nominations of directors and

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shareholders’ proposals, and the authorization of the issuance of “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by our board of directors. Although we have no present intention to issue any shares of our preferred stock, there can be no assurance that we will not do so in the future. In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law which, in general, prevents an interested shareholder, defined generally as a person owning 15% or more of a corporation’s outstanding voting stock, from engaging in a business combination with our company for three years following the date that person became an interested shareholder unless certain specified conditions are satisfied.

We are subject to claims and litigation pertaining to fiduciary responsibility.

From time to time, customers make claims and take legal action pertaining to our performance of our fiduciary responsibilities. Whether customer claims and legal action related to our performance of its fiduciary responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a manner favorable to us they may result in significant financial liability and/or adversely affect the market perception of us and our products and services as well as impact customer demand for those products and services. Any financial liability or reputation damage could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.

Our controls and procedures may fail or be circumvented.

Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.

New lines of business or new products and services may subject us to additional risks.

From time to time, we may develop and grow new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition. All service offerings, including current offerings and those which may be provided in the future may become more risky due to changes in economic, competitive and market conditions beyond our control.

Risks related to our industry

The earnings of financial services companies are significantly affected by general business and economic conditions.

Our operations and profitability are impacted by general business and economic conditions in the United States and abroad. These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance and the strength of the U.S. economy and the local economies in which we operate, all of which are beyond our control. Deterioration in economic conditions could result in an

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increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, among other things, any of which could have a material adverse impact on our results of operation and financial condition.

Financial services companies depend on the accuracy and completeness of information about customers and counterparties.

In deciding whether to extend credit or enter into other transactions, we may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. We may also rely on representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse impact on our business and, in turn, our results of operation and financial condition.

We compete in an industry that continually experiences technological change, and we may have fewer resources than many of our competitors to continue to invest in technological improvements.

The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services which our customers may require. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

Consumers and businesses may decide not to use banks to complete their financial transactions.

Technology and other changes are allowing parties to complete financial transactions that historically have involved banks through alternative methods. Any reduction in the use of banks as financial intermediaries could result in the loss of interest and fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss by us of these revenue streams and the lower cost deposits as a source of funds could have a material adverse effect on our results of operations and financial condition.

Risks related to our Common Stock

Our stock price can be volatile.

Stock price volatility may make it more difficult for you to resell our Common Stock when you want and at prices you find attractive. Our stock price can fluctuate significantly in response to a variety of factors including, among other things:

•  actual or anticipated variations in quarterly results of operations;

•  recommendations by securities analysts;

•  operating and stock price performance of other companies that investors deem comparable to us;

•  news reports relating to trends, concerns and other issues in the financial services industry;

•  perceptions in the marketplace regarding us and/or our competitors;

•  new technology used, or services offered, by competitors;

•  significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;

•  failure to integrate acquisitions or realize anticipated benefits from acquisitions;

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•  changes in government regulations; and

•  geopolitical conditions such as acts or threats of terrorism or military conflicts.

In addition, recently the stock market generally experienced extreme price and volume fluctuations. General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause our stock price to decrease regardless of operating results.

The trading volume in our Common Stock is less than that of other larger financial services companies.

Although our Common Stock is listed for trading on the Nasdaq Global Select Market, the trading volume in our Common Stock is less than that of other larger financial services companies. A deep, liquid and orderly public trading market for our Common Stock depends on the presence in the marketplace of willing buyers and sellers of our Common Stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the lower trading volume of our Common Stock, significant sales of our Common Stock, or the expectation of these sales, could cause the our stock price to fall.

An investment in our Common Stock is not an insured deposit.

Our Common Stock is not a bank deposit and, therefore, is not insured against loss by the Federal Deposit Insurance Corporation, any other deposit insurance fund or by any other public or private entity. Investment in our Common Stock is inherently risky for the reasons described in this “Risk Factors” section and is subject to the same market forces that affect the price of Common Stock in any company. As a result, if you acquire our Common Stock, you may lose some or all of your investment.

The holders of our junior subordinated debentures have rights that are senior to those of our shareholders.

As of June 30, 2008, we had $113.4 million in junior subordinated debentures outstanding that were issued to our statutory trusts. The trusts purchased the junior subordinated debentures from us using the proceeds from the sale of trust preferred securities to third party investors. Payments of the principal and interest on the trust preferred securities are conditionally guaranteed by us to the extent not paid or made by each trust, provided the trust has funds available for such obligations.

We must make payments on the junior subordinated debentures (and the related trust preferred securities) before any dividends can be paid on our Common Stock and, in the event of our bankruptcy, dissolution or liquidation, the holders of the debentures must be satisfied before any distributions can be made to the holders of our Common Stock. If certain conditions are met, we have the right to defer interest payments on the junior subordinated debentures (and the related trust preferred securities) at any time or from time to time for a period not to exceed 20 consecutive quarters in a deferral period, during which time no dividends may be paid to holders of our Common Stock.

We do not currently pay dividends. Our ability to pay dividends is limited, and we may be unable to pay dividends in the future.

We do not currently pay dividends. Our ability to pay dividends is limited by regulatory restrictions and the need to maintain sufficient consolidated capital. The ability of our Bank to pay dividends to us is limited by the Bank’s regulatory obligations to maintain sufficient capital and by other restrictions on its dividends. If these regulatory requirements are not met, our Bank will not be able to pay dividends to us, and we would be unable to pay dividends on our Common Stock.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of our Common Stock by the selling shareholders.

The selling shareholders will pay any underwriting discounts and commissions and expenses incurred by the selling shareholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling shareholders in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.

SELLING SHAREHODERS

The shares of Common Stock covered by this prospectus include 4,000,000 shares of Common Stock that we issued to certain selling shareholders in a private placement completed on September 10, 2008.

The table below sets forth, to our knowledge, information about the selling shareholders as of September 10, 2008. As of September 10, 2008, there were 30,828,308 shares of our Common Stock outstanding.

We do not know when or in what amounts the selling shareholders may offer shares for sale. The selling shareholders may sell any or all of the shares offered by this prospectus. Because the selling shareholders may offer all or some of the shares pursuant to this offering, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot estimate the number of shares that will be held by the selling shareholders after completion of this offering. For purposes of this table, however, we have assumed that, after completion of this offering, none of the shares covered by this prospectus will be held by the selling shareholders.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, which we refer to in this prospectus as the Commission, and includes voting or investment power with respect to shares. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to the shares of Common Stock beneficially owned by them. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the person named below.

Each of the selling shareholders has represented to us that it purchased the securities to be resold pursuant to this prospectus in the ordinary course of business and that, at the time of the purchase, it had no agreements or understandings, directly or indirectly, with any person to distribute the securities covered by this prospectus.

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	Shares of Common Stock					Number of		Shares of Common Stock
	Beneficially Owned					Shares of		to be Beneficially Owned
	Prior to Offering					Common Stock		after the Offering
Name of Selling Shareholder	Number		Percentage			Being Offered		Number		Percentage
T. Rowe Price Small-Cap Stock Fund, Inc.(1)		1,000,000		3.2	%		362,600		637,400		2.1	%
T. Rowe Price Institutional Small-Cap Stock Fund(1)		63,700		*			19,400		44,300		*
T. Rowe Price New Horizons Fund, Inc.(1)		472,000		*			472,000		—		—
T. Rowe Price New Horizons Trust(1)		13,600		*			13,600		—		—
T. Rowe Price U.S. Equities Trust(1)		3,100		*			1,600		1,500		*
T. Rowe Price Financial Services Fund, Inc.(1)		55,000		*			55,000		—		—
T. Rowe Price Small-Cap Value Fund, Inc.(1)		906,555		2.9	%		545,900		360,655		1.2	%
T. Rowe Price Personal Strategy Income Fund(1)		3,700		*			1,100		2,600		*
T. Rowe Price Personal Strategy Balanced Fund(1)		9,700		*			2,700		7,000		*
T. Rowe Price Personal Strategy Balanced Portfolio(1)		1,200		*			500		700		*
T. Rowe Price Personal Strategy Growth Fund(1)		10,200		*			3,600		6,600		*
City of New York Deferred Compensation Plan-NYC 457/401K(1)		13,600		*			13,600		—		—
TD Mutual Funds — TD US Small-Cap Equity Fund(1)		16,000		*			4,600		11,400		*
AIG Retirement Company I - Small Cap Fund(1)		12,800		*			3,800		9,000		*
Sandler O’Neill Asset Management — Malta Titan Fund, L.P.(2)		350,000		1.1	%		350,000		—		—
Sandler O’Neill Asset Management — Malta Hedge Fund, L.P.(2)		15,900		*			15,900		—		—
Sandler O’Neill Asset Management — Malta Hedge Fund II, L.P.(2)		93,900		*			93,900		—		—
Sandler O’Neill Asset Management — Malta Offshore, Ltd.(2)		27,400		*			27,400		—		—
Sandler O’Neill Asset Management — Malta MLC Fund, L.P.(2)		70,300		*			70,300		—		—
Sandler O’Neill Asset Management — Malta MLC Offshore, Ltd.(2)		81,600		*			81,600		—		—
Sandler O’Neill Asset Management — Malta Partners, L.P.(2)		10,900		*			10,900		—		—
SOAM Capital Partners, L.P.(2)		250,000		*			250,000		—		—
Hare and Co FBO John Hancock Regional Bank Fund(3)		665,787		2.2	%		665,787		—		—
Hare and Co FBO John Hancock Bank and Thrift Fund(3)		334,213		1.1	%		334,213		—		—
Banc Fund VI L.P.(4)		146,770		*			18,570		128,200		*
Banc Fund VII L.P.(5)		308,293		1.0	%		95,505		212,788		*

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	Shares of Common Stock				Number of		Shares of Common Stock
	Beneficially Owned				Shares of		to be Beneficially Owned
	Prior to Offering				Common Stock		after the Offering
Name of Selling Shareholder	Number		Percentage		Being Offered		Number		Percentage
Banc Fund VIII L.P.(6)		39,525		*		35,925		3,600		*
Citadel Equity Fund Ltd.(7)		529,310		*		450,000		79,310		*

*	Less than 1%.
(1)	T. Rowe Price Associates, Inc. serves as investment adviser with power to direct investments and/or sole power to vote the shares owned by the funds listed in this table as well as shares owned by certain other individuals and institutional investors. For purposes of reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), T. Rowe Price Associates, Inc. may be deemed to be the beneficial owner of all of the shares listed above; however, T. Rowe Price Associates, Inc. expressly disclaims that it is, in fact the beneficial owner of such securities. T. Rowe Price Associates, Inc. is the wholly owned subsidiary of T. Rowe Price Group, Inc., which is a publicly traded financial services holding company. T. Rowe Price Associates, Inc. is an affiliate of T. Rowe Price Investment Services, Inc. (“TRPIS”), a registered broker-dealer, which is a subsidiary of T. Rowe Price Associates, Inc. TRPIS does not engage in underwriting or market-making activities involving individual securities.
(2)	Terry Maltese is the managing member and President of Sandler O’Neill Asset Management, LLC and certain of its affiliates (together “SOAM”). In this capacity, Mr. Maltese exercises voting and dispositive power over the shares of our Common Stock held by this selling shareholder.
(3)	Lisa Welch, who is the portfolio manager of this selling shareholder, has sole voting and investment control over the shares of our Common Stock held by this selling shareholder.
(4)	Charles J. Moore, who is a member of The Banc Funds Company, L.L.C., which is the general partner of MidBanc VI L.P., which is the general partner of the selling shareholder, has sole voting and investment control of the shares of Common Stock held by this selling shareholder.
(5)	Charles J. Moore, who is a member of The Banc Funds Company, L.L.C., which is the general partner of MidBanc VII L.P., which is the general partner of the selling shareholder, has sole voting and investment control of the shares of Common Stock held by this selling shareholder.
(6)	Charles J. Moore, who is a member of The Banc Funds Company, L.L.C., which is the general partner of MidBanc VIII L.P., which is the general partner of the selling shareholder, has sole voting and investment control of the shares of Common Stock held by this selling shareholder.
(7)	Citadel Limited Partnership (“CLP”) is the trading manager of Citadel Equity Fund Ltd. and consequently has investment discretion over securities held by Citadel Equity Fund Ltd. Citadel Investment Group, L.L.C. (“CIG”) controls CLP. Kenneth C. Griffin controls CIG and therefore has ultimate investment discretion over securities held by Citadel Equity Fund Ltd. CLP, CIG and Mr. Griffin each disclaim beneficial ownership of the shares held by Citadel Equity Fund Ltd.

Pursuant to the Registration Rights Agreement, dated September 8, 2008, among us and the selling shareholders (the “Registration Rights Agreement”), we agreed to register for resale the common stock received by the selling shareholders in a private placement and to indemnify the selling shareholders against certain liabilities related to the selling of the common stock, including liabilities arising under the Securities Act. Under the Registration Rights Agreement, we will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus; however, the selling shareholders will pay any underwriting discounts and commissions and expenses incurred by the selling shareholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling shareholders in disposing of such shares.

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PLAN OF DISTRIBUTION

The shares covered by this prospectus may be offered and sold from time to time by the selling shareholders. The term “selling shareholders” includes those persons and entities listed on pages 13 and 14 of this prospectus and certain permitted transferees to whom such persons and entities may transfer the shares, including (i) transferees who are investment advisory clients, affiliates, subsidiaries or parent companies, family members or family trust for the benefit of such persons or entities, (ii) transferees who share a common discretionary investment advisor with such persons or entities, or (iii) transferees who are partners or members of such persons or entities, as the case may be, who agree to act through a single representative. The selling shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions. The selling shareholders may sell their shares by one or more of, or a combination of, the following methods:

•  purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;

•  ordinary brokerage transactions and transactions in which the broker solicits purchasers;

•  block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•  an over-the-counter distribution in accordance with the rules of the Nasdaq Global Select Market;

•  sales in other ways not involving market makers or established trading markets, including privately-negotiated direct sales to purchasers in privately negotiated transactions;

•  in options transactions; and any other legal method.

In addition, any shares that qualify for sale pursuant to Rule 144, may be sold under Rule 144 rather than pursuant to this prospectus.

If the selling shareholders effect such transactions by selling shares of our Common Stock to or through underwriters, broker-dealers or agents, those underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom the may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved).

In connection with distributions of the shares or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the Common Stock in the course of hedging the positions they assume with selling shareholders. The selling shareholders may also sell the Common Stock short and redeliver the shares to close out such short positions. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling shareholders may also pledge shares to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged shares pursuant to this prospectus (as supplemented or amended to reflect such transaction).

In effecting sales, broker-dealers or agents engaged by the selling shareholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling shareholders in amounts to be negotiated immediately prior to the sale.

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In offering the shares covered by this prospectus, the selling shareholders and any broker-dealers who execute sales for the selling shareholders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with such sales. Any profits realized by the selling shareholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions. Selling shareholders and broker-dealers who execute sales for selling shareholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

In order to comply with the securities laws of some states, if applicable, the shares must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, some states may restrict the selling shareholders from selling their shares unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

At the time a particular offer of shares is made, if required, a prospectus supplement will be distributed that will set forth the number of shares being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution.

We have agreed to indemnify the selling shareholders against certain liabilities, including certain liabilities under the Securities Act.

We have agreed with the selling shareholders to keep the Registration Statement of which this prospectus constitutes a part effective until the earlier of (i) the date on which all shares covered by this prospectus have been sold or shall have otherwise ceased to be covered by this prospectus and (ii) the date on which all remaining shares covered by this prospectus may be sold pursuant to Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 (or any successor thereto) under the Securities Act, after taking into account any holders’ possible status as an “affiliate” of ours as determined by our counsel pursuant to a written opinion letter addressed to our transfer agent to such effect (provided at least 12 months have lapsed since shares covered by this prospectus were acquired from us as calculated in accordance with Rule 144).

Once sold under the shelf registration statement for which this prospectus is a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

LEGAL MATTERS

The validity of the shares of Common Stock being offered by the selling shareholders in this offering will be passed upon by Patton Boggs LLP, Dallas, Texas.

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EXPERTS

The consolidated financial statements of Texas Capital Bancshares, Inc. appearing in Texas Capital Bancshares, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2007 and the effectiveness of Texas Capital Bancshares, Inc.’s internal control over financial reporting as of December 31, 2007 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference. Such financial statements have been incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

Under the Securities Exchange Act of 1934, we are required to file annual, quarterly and current reports, proxy statements and other information with the Commission. You may read and copy any document in our files with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information about the public reference room. The Commission maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. We file electronically with the Commission. We make available, free of charge through our website, our reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, as soon as reasonably practicable after such reports are filed with or furnished to the Commission. Additionally, we have adopted and posted on our website a code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer. The address for our website is http://www.texascapitalbank.com. We will provide a printed copy of any of the aforementioned documents to any requesting shareholder.

We have filed with the Commission a registration statement on Form S-3 under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement, certain parts which are omitted in accordance with the rules and regulations of the Commission. For further information, please refer to the registration statement.

INCORPORATION OF CERTAIN INFORMATON BY REFERENCE

As permitted by Commission rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the Commission. You may refer to the registration statement, the exhibits and the schedules for more information about us and our securities. The registration statement, exhibits and schedules are available at the Commission’s public reference room or through its Internet site.

We are incorporating by reference information we file with the Commission, which means that we are disclosing important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the Commission automatically will update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act as needed until this offering is completed:

•  Annual Report on Form 10-K for the year ended December 31, 2007;

•  Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008;

•  Current Reports on Form 8-K, filed on January 17, 2008, April 11, 2008, April 18, 2008, July 18, 2008 and September 8, 2008;

•  The description of our Common Stock contained in the Registration Statement on Form 10 filed on August 24, 2001; and

•  All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering

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shall be deemed to be incorporated by reference in this prospectus and to be part hereof from the date of filing of such reports and other documents.

Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference in this prospectus.

Any statement contained in a document that is incorporated by reference herein will be modified or superseded for all purposes to the extent that a statement contained in this prospectus (or in any other document that is subsequently filed with the Commission and incorporated by reference herein) modifies or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus except as so modified or superseded.

We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the documents or information that have been incorporated by reference in this prospectus but not delivered with this prospectus. We will provide this at no cost to the requestor upon written or telephonic request addressed to Texas Capital Bancshares, Inc., 2100 McKinney Avenue, Suite 900, Dallas, Texas 75201, Attention: Myrna Vance (telephone: 214-932-6600).

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution

The following table sets forth the fees and expenses in connection with the issuance and distribution of the securities being registered hereunder. Except for the Commission registration fee, all amounts are estimates.

SEC Registration Fee	$	2,884
Legal Fees and Expenses		25,000
Accounting Fees and Expenses		10,000
Printing Expenses		7,000
Miscellaneous Expenses		1,000
Total	$	45,884

Item 15.   Indemnification of Officers and Directors

Section 145 of the Delaware General Corporation Law permits indemnification of officers, directors, and other corporate agents under certain circumstances and subject to certain limitations. Our restated certificate of incorporation and amended and restated bylaws provide that we shall indemnify our directors, officers, employees, and agents to the full extent permitted by Delaware law. The restated certificate of incorporation and amended and restated bylaws further provide that we may indemnify directors, officers, employees, and agents in circumstances in which indemnification is otherwise discretionary under Delaware law. In addition, we entered into separate indemnification agreements with our directors and officers which would require us, among other things, to indemnify them against certain liabilities which may arise by reason of their status or service (other than liabilities arising from willful misconduct of a culpable nature) and to maintain directors’ and officer’s liability insurance, if available on reasonable terms.

These indemnification provisions and the indemnification agreements that we have entered into with our officers and directors may be sufficiently broad to permit indemnification of our officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended.

We have 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 under certain circumstances.

Item 16.   Exhibits

Number			Description
	5	.1	Opinion of Patton Boggs LLP
	10	.1	Stock Purchase Agreement, dated September 8, 2008, among Texas Capital Bancshares, Inc. and the purchasers identified therein.
	10	.2	Registration Rights Agreement, dated September 8, 2008, among Texas Capital Bancshares, Inc. and the purchasers identified therein.
	23	.1	Consent of Patton Boggs LLP (included in Exhibit 5.1)
	23	.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	24	.1	Power of Attorney (contained in signature page hereof)

II-1

Item 17.  Undertakings

The undersigned registrant hereby undertakes:

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

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

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

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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

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

(4) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date of the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at the date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the

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registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the annual report of the registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, 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, as amended, 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 the securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification by the registrant for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 hereunder, 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.

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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on September 17, 2008.

TEXAS CAPITAL BANCSHARES, INC.

By:  /s/  George F. Jones, Jr.

George F. Jones, Jr.

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint George F. Jones, Jr. and Peter B. Bartholow, or either of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement (including all pre-effective and post-effective amendments thereto and all registration statements filed pursuant to Rule 462(b) which incorporate this registration statement by reference), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on September 17, 2008.

Signature	Title
/s/  George F. Jones, Jr. George F. Jones, Jr.	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  Peter B. Bartholow Peter B. Bartholow	Chief Financial Officer and Director (Principal Financial Officer)
/s/  Julie Anderson Julie Anderson	Controller (Principal Accounting Officer)
/s/  Joseph M. Grant Joseph M. Grant	Director
/s/  Frederick B. Hegi, Jr. Frederick B. Hegi, Jr.	Director

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Signature	Title
Larry L. Helm	Director
/s/  James R. Holland, Jr. James R. Holland, Jr.	Director
/s/  Walter W. McAllister III Walter W. McAllister III	Director
/s/  Lee Roy Mitchell Lee Roy Mitchell	Director
/s/  Steven Rosenberg Steven Rosenberg	Director
/s/  John C Snyder John C Snyder	Director
Robert W. Stallings	Director
/s/  Ian J. Turpin Ian J. Turpin	Director

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EXHIBIT INDEX

Number			Description
	5	.1	Opinion of Patton Boggs LLP
	10	.1	Stock Purchase Agreement, dated September 8, 2008, among Texas Capital Bancshares, Inc. and the purchasers identified therein.
	10	.2	Registration Rights Agreement, dated September 8, 2008, among Texas Capital Bancshares, Inc. and the purchasers identified therein.
	23	.1	Consent of Patton Boggs LLP (included in Exhibit 5.1)
	23	.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	24	.1	Power of Attorney (contained in signature page hereof)

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EX-5.1

Exhibit 5.1

[PATTON BOGGS LETTERHEAD]

September 17, 2008

Board of Directors
Texas Capital Bancshares, Inc.
2100 McKinney Avenue, Suite 900
Dallas, Texas 75201

     Re: Registration Statement on Form S-3

Dear Ladies and Gentlemen:

     We have acted as legal counsel to Texas Capital Bancshares, Inc. (the “Company”) in connection with the offer and sale in a private placement transaction of up to 4,000,000 shares of common stock, $0.01 par value (“Common Stock”), of the Company (the “Shares”), pursuant to the terms of the Stock Purchase Agreement (the “Purchase Agreement”), dated September 8, 2008, among the Company and the investors identified therein (the “Investors”).

     This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

     In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Company’s Registration Statement on Form S-3 as filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 17, 2008 (the “Registration Statement”), (ii) a specimen certificate representing the Common Stock, (iii) the Certificate of Incorporation, as amended, of the Company, as currently in effect, (iv) the Bylaws, as amended, of the Company, as currently in effect, and (v) certain resolutions adopted by the Board of Directors of the Company with respect to the Purchase Agreement and the issuance of the shares of Common Stock contemplated thereby. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

Board of Directors
Texas Capital Bancshares, Inc.
September 17, 2008
Page 2

     In our examination, we have assumed and have not verified (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures (other than persons signing on behalf of the Company), (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity with the originals of all documents supplied to us as copies, (v) the accuracy and completeness of all corporate records and documents made available to us by the Company, (vi) the factual accuracy of the representations and warranties of the Company and its subsidiaries set forth in the Purchase Agreement; (vii) that the Purchase Agreement has been duly and validly executed and delivered by, and constitutes the legal, valid, binding and enforceable agreement of, each of the Investors; (viii) the absence of any evidence extrinsic to the provisions of the Purchase Agreement that the parties intended a meaning contrary to that expressed by those provisions and (ix) that the foregoing documents, in the form submitted to us for our review, have not been altered or amended in any respect material to our opinion stated herein. We have relied as to factual matters upon certificates from officers of the Company and certificates and other documents from public officials and government agencies and departments and we have assumed the accuracy and authenticity of such certificates and documents.

     The following opinion is limited in all respects to matters of the General Corporation Law of the State of Delaware, and we express no opinion as to the laws of any other jurisdiction.

     Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, as of the date hereof, we are of the opinion that the Shares have been duly authorized, validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ PATTON BOGGS LLP

PATTON BOGGS LLP

EX-10.1

Exhibit 10.1

TEXAS CAPITAL BANCSHARES, INC.

STOCK PURCHASE AGREEMENT

Dated as of September 8, 2008

To Each of the Purchasers Listed in the Signature Page:

Ladies and Gentlemen:

     The undersigned, Texas Capital Bancshares, Inc., a Delaware corporation (the “Corporation”), hereby agrees with you as follows:

     1. AUTHORIZATION; SALE AND PURCHASE OF SHARES

     1.1 Authorization of Shares. The Corporation has duly authorized the issuance and sale of up to an aggregate of 4,000,000 shares (the “Shares”) of common stock, $0.01 par value of the Corporation (the “Common Stock”).

     1.2 Sale and Purchase of the Shares. Subject to the terms and conditions herein provided, the Corporation hereby agrees to sell to the purchasers listed in the Signature Page, attached hereto (each, a “Purchaser” and collectively, the “Purchasers”), and each Purchaser, severally and not jointly, agrees to purchase from the Corporation, at the Closing provided for in Section 2 hereof, up to that number of Shares specified opposite its name in the Signature Page. The per share purchase price for the Shares shall be equal to the price per share as reflected on the Signature Pages hereof. Each Purchaser’s obligations hereunder are several and not joint obligations, and no Purchaser shall have any liability to any person or entity for the performance or nonperformance by any other Purchaser hereunder. Each Purchaser understands and acknowledges that it has made its own review of the investment merits and risks of the Shares.

     1.3 On the date hereof, the Corporation and each Purchaser are entering into that certain Registration Rights Agreement, between the Corporation and each Purchaser, in the form of Exhibit A hereto, which provides the Purchasers with certain registration rights with respect to the Shares being purchased hereunder (the “Registration Rights Agreement”), together with this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”).

     2. THE CLOSING.

     2.1 Time and Place of the Closing. Subject to Section 3 hereof, payment of the purchase price as reflected on the Signature Page hereof (the “Purchase Price”) for and delivery of the Shares shall be made at the offices of Patton Boggs LLP, 2001 Ross Avenue, Suite 3000, Dallas, Texas 75201, or at such other place or in such other manner as may be agreed upon by the Corporation and the Purchasers, at 10:00 a.m., Central Time, on September 10, 2008, or at such other time or date as the Purchasers and the Corporation may mutually determine (such date

and time of payment and delivery being herein called the “Closing Date”).

     2.2 Delivery of and Payment for the Shares. At the closing of the Transactions contemplated by this Agreement (the “Closing”), the Corporation shall instruct the Corporation’s transfer agent to deliver to each Purchaser, at such address(es) as designated on its Signature Page, certificates evidencing the Shares to be purchased by it (as indicated opposite such Purchaser’s name on the Signature Page hereto), dated the Closing Date and bearing appropriate legends as hereinafter provided for, and registered on the books and records of the Corporation in such Purchaser’s name or its nominee, against payment in full on the Closing Date of the Purchase Price therefor by wire transfer of immediately available funds for credit to such account as the Corporation shall direct in writing prior to the Closing Date.

     3. CONDITIONS TO CLOSING

     3.1 Conditions to the Purchasers’ Obligations. The obligations of each Purchaser hereunder are subject to the accuracy, as of the date hereof and on the Closing Date, of the representations and warranties of the Corporation contained herein, except to the extent any such representation or warranty expressly specifies as of an earlier date, and to the performance by the Corporation of its obligations hereunder and to each of the following additional terms and conditions:

          (a) The Corporation will have furnished to the Purchasers a certificate, dated the Closing Date, executed on behalf of the Corporation by each of the President and Chief Executive Officer and the Chief Financial Officer of the Corporation, stating that:

               (i) The representations and warranties of the Corporation in Section 4.1 hereof shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly specifies as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date; and

               (ii) The Corporation shall have complied in all material respects with all its agreements contained herein.

          (b) Any authorizations, consents, commitments, agreements, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by any federal, state or local court or governmental or regulatory agency or authority or applicable stock exchange or trading market (any such court, agency, authority, exchange or market, a “Governmental Authority”) required for the consummation of the Transactions, as defined herein, shall have been obtained or filed or shall have occurred and any such orders shall have become final, non-appealable orders.

          (c) The Corporation shall have executed and delivered to such Purchaser each of the Transaction Documents.

          (d) Patton Boggs LLP, counsel to the Corporation, shall have furnished to the Purchasers its written opinion addressed to the Purchasers and dated the Closing Date that the

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Shares have been duly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and non-assessable.

     3.2 Conditions to the Corporation’s Obligations. The obligations of the Corporation hereunder are subject to the accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties of each Purchaser contained herein and to the performance by each Purchaser of its obligations hereunder and to each of the following additional terms and conditions:

          (a) The Purchasers shall have received any and all necessary approvals from all Governmental Authorities necessary for the purchase by the Purchasers of the Shares as the case may be, pursuant to this Agreement, and any and all applicable waiting periods upon which such approvals are conditioned shall have expired;

          (b) Such Purchaser shall have executed each of the Transaction Documents of which it is a party and delivered the same to the Corporation;

          (c) Such Purchaser shall have executed a non-reliance letter in the form attached as Exhibit B and delivered the same to Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC (the “Agent”); and

          (d) Such Purchaser and each other Purchaser shall have delivered to the Corporation the Purchase Price for the Shares being purchased by such Purchaser and each other Purchaser, severally and not jointly, at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Corporation.

     4. REPRESENTATIONS AND WARRANTIES

     4.1 Representations, Warranties and Agreements of the Corporation. The Corporation represents and warrants to, and agrees with each Purchaser that as of the date hereof:

          (a) The authorized capital stock of the Corporation consists of 100,000,000 shares of Common Stock of which 26,828,308 shares of Common Stock are outstanding as of the date of this Agreement and 10,000,000 shares of preferred stock, $0.01 par value, of which no shares are outstanding as of the date of this Agreement.

          (b) Since December 31, 2007, the Corporation and Texas Capital Bank, N.A. (the “Subsidiary”) have filed all material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Board of Governors of the Federal Reserve System (“Federal Reserve”), the Securities and Exchange Commission (the “SEC”), the Office of the Comptroller of the Currency (“OCC”), and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse Effect (as defined below). All such reports and statements filed with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports”. As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and

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regulations promulgated by the Federal Reserve, the OCC and any other applicable foreign, federal or state securities or banking authorities, as the case may be.

          (c) Except as previously disclosed in writing to the Purchasers, since December 31, 2007, no change has occurred and no circumstances exist (including any changes, occurrences, circumstances or facts existing prior to December 31, 2007 but which become known on or after December 31, 2007) that is not disclosed in the Disclosure Materials (as defined below) which, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect.

          (d) The Corporation and the Subsidiary have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any governmental entities that are required in order to carry on their business as presently conducted and that are material to the business of the Corporation or the Subsidiary, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Corporation, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current.

          (e) Each of the following publicly filed documents is available via the EDGAR system to the Purchaser: (i) the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007; (ii) the Corporation’s Quarterly Reports on Form 10-Q for each of the quarters ended June 30, 2008 and March 31, 2008; (iii) the Corporation’s proxy statement for its Annual Meeting of Stockholders held on May 19, 2008; and (iv) the Corporation’s Current Reports on Form 8-K filed with the SEC since December 31, 2007, pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (items (i) through (iv) collectively, the “Disclosure Materials”), which Disclosure Materials include, among other things, audited consolidated balance sheets of the Corporation as of December 31, 2007 and 2006 and the related consolidated statements of operations, stockholders’ equity and cash flow for each of the three years in the period ended December 31, 2007. As of the date hereof and as of the Closing Date, each of the documents comprising a part of the Disclosure Materials, when such documents are considered together as a whole, did not contain or will not contain any untrue statement of material fact or omitted to state or will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

          (f) Based upon the representations and warranties of each Purchaser contained herein, the Corporation is not required by applicable law or regulation in connection with the offer, sale and delivery of the Shares to the Purchasers in the manner contemplated by this Agreement to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws.

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          (g) The Corporation and the Subsidiary, (i) have been duly incorporated or organized and are validly existing in good standing under the laws of their respective jurisdictions of incorporation or organization, (ii) are duly qualified to do business and are in good standing as foreign corporations or organizations 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 be so qualified would not result in any material adverse change in the condition, financial or otherwise, or in the earnings or business affairs of the Corporation and the Subsidiary (taken as a whole), or which would not materially and adversely affect the assets or properties of the Corporation and the Subsidiary (taken as a whole), or which would not materially and adversely affect the ability of the Corporation to perform its obligations under the Transaction Documents (individually or in the aggregate, a “Material Adverse Effect”, except that the mere filing of any action, claim, suit or order relating to any actual or threatened litigation involving the Corporation, the Subsidiary or any of its employees after the date of this Agreement (rather than the actual facts and circumstances underlying such action, claim, suit or order) shall not be deemed a “Material Adverse Effect”); and (iii) have all corporate power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are currently engaged.

          (h) All of the issued shares of capital stock of the Corporation have been duly and validly authorized and issued, are fully paid and non-assessable and no such shares were issued in violation of the preemptive or similar rights of any security holder of the Corporation. No person has any preemptive or similar statutory or contractual right to purchase any shares of capital stock of the Corporation. Except as disclosed in the Disclosure Materials and for the 1,900,000 shares of Common Stock reserved for issuance under the Corporation’s equity compensation or other employee benefit or compensation plans, arrangements, or agreements, there are no outstanding warrants, options or other rights to subscribe for or purchase any of the Corporation’s capital stock and no restrictions upon the voting or transfer of any capital stock of the Corporation pursuant to the Corporation’s charter or bylaws or any agreement or other instrument to which the Corporation is a party or by which the Corporation is bound.

          (i) The Shares have been duly authorized by the Corporation and, when issued and delivered by the Corporation against payment therefor in the manner contemplated by this Agreement, will be validly issued, fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, and the issuance of the Shares will not obligate the Corporation to issue shares of capital stock to any person.

          (j) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a valid and legally binding agreement of the Corporation enforceable against the Corporation in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

          (k) The execution, delivery and performance of this Agreement, the issuance and sale of the Shares in the manner contemplated hereby, and the consummation of the transactions contemplated herein (collectively, the “Transactions”), will not (i) conflict with or

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constitute a violation of, or default (with the passage of time or the delivery of notice) under, (A) any bond, debenture, note or other evidence of indebtedness, or any agreement, lease, franchise, license, permit, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Corporation or the Subsidiary is a party or by which it or the Subsidiary or their property is bound, where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect, or (B) to the knowledge of the Corporation, any law, administrative regulation, ordinance or judgment, order or decree of any court or governmental agency, arbitration panel or authority binding upon the Corporation or the Subsidiary or any of their property, where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect, or (ii) violate any of the provisions of the Certificate of Incorporation, as amended, or By-laws, as amended, of the Corporation; and no consent, approval, authorization or order of, or filing or registration with any such person (including, without limitation, any such court or governmental agency or body) is required for the consummation of the Transactions by the Corporation, except such as may be required under state securities laws or Regulation D under the Securities Act, or required by The Nasdaq Stock Market.

          (l) The audited consolidated financial statements (including the related notes) included or incorporated in the Disclosure Materials present fairly, in all material respects, the financial condition and results of operations of the Corporation and the Subsidiary, at the dates and for the periods indicated, and have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved.

          (m) Except as disclosed in the Disclosure Materials or as previously disclosed to the Purchasers, there is no action, suit or proceeding before or by any court or governmental agency or body or any labor dispute now pending or, to the knowledge of the Corporation, threatened against the Corporation or the Subsidiary, which would reasonably be expected to have a Material Adverse Effect.

          (n) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions is in effect.

          (o) Except as disclosed in the Disclosure Materials, neither the Corporation nor the Subsidiary has engaged in conduct that it knew to be a violation of any applicable law or contractual obligation relating to the recruitment, hiring, extension of offers of employment, retention or solicitation of any current employee of the Corporation or the Subsidiary where such conduct would reasonably be expected to have a Material Adverse Effect. To the knowledge of the Corporation, no executive officer is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant, and to the knowledge of the Corporation the continued employment of each such executive officer does not subject the Corporation or the Subsidiary to any material liability with respect to any of the foregoing matters.

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          (p) Except for payments made or to be made to the Agent, no broker’s, finder’s, investment banker’s or similar fee or commission has been paid or will be payable by the Corporation with respect to, or for any services rendered to the Corporation ancillary to, the offer, issue and sale of the Shares contemplated by this Agreement.

          (q) Except as set forth in the Disclosure Materials, the Corporation does not own or control, directly or indirectly, any “Significant Subsidiary” as defined in SEC Regulation S-X.

          (r) All material agreements to which the Corporation and the Subsidiary is a party and which are required to have been filed by the Corporation pursuant to SEC Regulation S-K have been filed by the Corporation with the SEC pursuant to the requirements of the Securities Act or the Exchange Act, as applicable. Except for such agreements that have expired or terminated in accordance with their terms prior to the date hereof, each such agreement is in full force and effect and is binding on the Corporation and/or the Subsidiary, as applicable, and, to the knowledge of the Corporation, is binding upon such other parties, in each case in accordance with its terms, and neither the Corporation, any of the Subsidiary nor, to the knowledge of the Corporation, any other party thereto, is in breach of or default under any such agreement, which breach or default would reasonably be expected to have a Material Adverse Effect. Neither the Corporation, nor any of the Subsidiary, has received any written notice regarding the termination of any such agreements.

          (s) Each of the Corporation and the Subsidiary has filed on a timely basis all material federal, state, local and foreign income and franchise tax returns required to be filed by it through the date hereof or had properly requested extension thereof and has paid all material taxes shown as due thereon, and any related material assessments, fines or penalties, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Corporation and the Subsidiary has made reasonably adequate charges, accruals and reserves in the applicable financial statements referred to in this Section 4.1(s) in respect of all federal, state, local and foreign income and franchise taxes for all periods as to which the tax liability of the Corporation and the Subsidiary has not been finally determined. The Corporation has no knowledge of a material tax deficiency which has been or is reasonably likely to be asserted or threatened against it or the Subsidiary.

          (t) To its knowledge, the Corporation and the Subsidiary are in compliance with all applicable laws, rules, regulations, orders, decrees and judgments applicable to it, including, without limitation, all applicable local, state and federal environmental laws and regulations and the provisions of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”) and the applicable federal and state banking laws, rules and regulations, together with the Sarbanes-Oxley Act, the “Applicable Laws”), except where failure to be so in compliance would not have a Material Adverse Effect. Neither the Corporation nor the Subsidiary has received any notice of purported or actual non-compliance with Applicable Laws, except to the extent it would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Corporation nor the Subsidiary has received any communication from any Governmental Authority (i) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, or (ii) threatening or contemplating revocation or

7

limitation of, or which would have the effect of revoking or limiting, Federal Deposit Insurance Company (the “FDIC”) deposit insurance.

          (u) To its knowledge, the Corporation’s Common Stock is in compliance with all the requirements of The Nasdaq Stock Market (the “Nasdaq”) for continued listing of the Common Stock thereon. Furthermore, the Corporation has taken no action designed to, or reasonably likely to have the effect of, terminate the registration of the Common Stock under the Exchange Act or de-listing the Common Stock from Nasdaq, nor has the Corporation received any notification that the SEC is contemplating terminating such registration or listing.

          (v) To its knowledge, the operations of the Corporation and the Subsidiary are conducted, in all material respects, in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation or the Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened, except to the extent it would not reasonably be expected to have a Material Adverse Effect.

          (w) Neither the Corporation nor the Subsidiary nor, to the knowledge of the Corporation, any director, officer, agent, employee or affiliate of the Corporation or the Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Corporation will not intentionally directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

          (x) Each of the Corporation and the Subsidiary has good and marketable title to all properties and assets reflected as owned by it in the financial statements and in the Disclosure Materials and that it otherwise purports to own, and such properties and assets are not subject to any lien, mortgage, pledge, or security interest except (i) those, if any, securing debt reflected in the financial statements included in the Disclosure Materials, or (ii) those which are not material in amount or do not adversely affect the use made and intended to be made of such property by the Corporation or the Subsidiary. Each of the Corporation and the Subsidiary holds its leased properties under valid and enforceable leases, with such exceptions as would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Disclosure Materials, each of the Corporation and the Subsidiary owns or leases all such properties as are necessary to its operations as now conducted.

          (y) Each of the Corporation and the Subsidiary maintains insurance (issued by insurers of recognized financial responsibility) of the types, against such losses and in the amounts, with such insurers and subject to deductibles and exclusions as are customary in the Corporation’s and the Subsidiary’s industry and otherwise reasonably prudent, including,

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without limitation, insurance covering all real and personal property owned or leased by the Corporation and the Subsidiary against theft, damage, destruction, acts of vandalism and all other risks customarily insured against by similarly situated companies, all of which insurance is in full force and effect.

          (z) Ernst & Young LLP, who will express their opinion with respect to the audited financial statements and schedules to be included as a part of the registration statement to be filed pursuant to the Registration Rights Agreement (the “Registration Statement”) prior to the filing of the Registration Statement, are independent public accountants as required by the Securities Act, and the rules and regulations of the SEC thereunder.

          (aa) The Corporation has satisfied the conditions for use of Form S-3 as set forth in the General Instructions to such Form.

          (bb) The Corporation is not and, after giving effect to the offering and sale of the Shares as contemplated in this Agreement will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.

          (cc) The Corporation has not taken, directly or indirectly, any action designed to or that would constitute, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Shares.

          (dd) At all times since December 31, 2007, the Corporation and the Subsidiary meet or exceed the standards necessary to be considered “adequately capitalized” under the FDIC’s regulatory framework for prompt corrective action.

          (ee) None of the Corporation, the Subsidiary, any of their affiliates, and any Person acting on their behalf has, directly or indirectly, made any offers or sales of the Shares or solicited any offers to buy the Shares, under circumstances that would require registration of the Shares under the Securities Act. None of the Corporation, the Subsidiary, any of their affiliates, and any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause this offering of the Shares to be integrated with prior offerings by the Corporation for purposes of the Securities Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Corporation are listed or designated. None of the Corporation, the Subsidiary, their affiliates and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Shares under the Securities Act.

          (ff) Except as disclosed in the Disclosure Materials or as is exempt from such disclosure under applicable SEC regulations, none of the officers, directors or employees of the Corporation is presently a party to any transaction with the Corporation or the Subsidiary (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any

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such officer, director or employee or, to the knowledge of the Corporation, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.

          (gg) There is no transaction, arrangement, or other relationship between the Corporation and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Corporation in its Exchange Act filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect.

     4.2 Representations and Warranties and Agreements of the Purchasers. Each Purchaser severally and not jointly, represents and warrants to, and agrees with the Corporation that, as of the date hereof:

          (a) Such Purchaser has full power and authority to enter into this Agreement and this Agreement constitutes a valid and legally binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

          (b) If the Purchaser is a corporation, partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all the requisite power and authority to purchase the Shares as provided herein, and (ii) such investment has been duly authorized by all necessary action on behalf of the Purchaser.

          (c) If the Purchaser is purchasing the Shares in a representative or fiduciary capacity, the representations and warranties contained herein (and in any other written statement or document delivered to the Corporation in connection herewith) shall be deemed to have been made on behalf of the person or persons for whom such Shares are being purchased.

          (d) Such Purchaser is purchasing the Shares for Purchaser’s own account and not with a view to or for sale in connection with any distribution thereof in a transaction that would violate or cause a violation of the Securities Act or the securities laws of any state or any other applicable jurisdiction. The Purchaser has no present intention of selling the Shares, granting any participation interest in the Shares or otherwise distributing the Shares, in each case in violation of the Securities Act. If the Purchaser is an entity, the Purchaser has not been organized solely for the purpose of acquiring the Shares. Purchaser is not a broker dealer registered with the SEC under the Exchange Act or an entity engaged in a business that would require it to be so registered.

          (e) Such Purchaser is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act and understands and agrees that the offer and sale of the Shares to Purchasers hereunder have not been registered under the Securities Act or any state securities law in reliance on the availability of an exemption from such registration requirements based on the accuracy of the Purchaser’s representations in this Section 4.2.

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          (f) In the normal course of such Purchaser’s business or affairs, Purchaser invests in or purchases securities similar to the Shares and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares. Purchaser has received and has carefully reviewed the Disclosure Materials and understands the information contained therein. Purchaser understands that the Disclosure Materials contain certain “forward-looking” information regarding the Corporation and its business, and that the Corporation’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Purchaser has had access to such financial and other information concerning the Corporation and the Subsidiary as Purchaser deemed necessary or desirable in making a decision to purchase the Shares, including an opportunity to ask questions and receive answers from officers of the Corporation and to obtain additional information (to the extent the Corporation possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Purchaser or to which Purchaser had access.

          (g) Such Purchaser is not relying on the Corporation or any of its affiliates with respect to an analysis or consideration of the terms of or economic considerations relating to an investment in the Shares. In regard to such considerations and analysis, the Purchaser has relied on the advice of, or has consulted with, only his, her or its own advisors, other than those advisors of the undersigned affiliated with the Corporation or any of its affiliates or the Agent.

          (h) Such Purchaser acknowledges and is aware that there are substantial restrictions on the transferability of the Shares. Purchaser understands that the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 and may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom. Furthermore, Purchaser acknowledges that each certificate evidencing the Shares purchased hereunder will bear a legend substantially to the effect set forth below, and each Purchaser covenants that, except to the extent such restrictions are waived by the Corporation, such Purchaser shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in the legend endorsed on such certificate:

     THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT SUCH REGISTRATION IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THE SHARES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SHARES.

     Purchaser understands that except as provided in the Registration Rights Agreement, Purchaser has no right to require that the Shares be registered under the Securities Act.

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     If the Shares become eligible for sale pursuant to Rule 144(b)(1) or any similar or successor provision, the Corporation shall within seven days, upon the request of the holder of such Shares pursuant to this Agreement, remove the legend set forth in Section 4.2(h) from the certificates for such Shares. In addition, if in connection with any transfer a holder of the Shares pursuant to this Agreement delivers to the Corporation an opinion of counsel which (to the Corporation’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that no subsequent transfer of such Shares shall require registration under the Securities Act, then the Corporation promptly upon such contemplated transfer shall deliver new certificates for such Shares which do not bear the Securities Act legend set forth in Section 4.2(h).

          (i) Each Purchaser represents and warrants that it is not required to obtain, prepare or file any authorization, approval, consent, filing or registration with any federal Governmental Authority in order to consummate the Transactions at the Closing Date.

          (j) Purchaser did not learn of the investment in the Shares by means of any formal general or public solicitation or general advertising or publicly disseminated advertisements or sales literature, including (i) any advertisement, articles, notices or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which such Purchaser was invited by any of the foregoing means of communications.

          (k) Each Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Corporation is relying upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Purchasers set forth in this Section 4.2 in order to determine the availability of such exemption and the eligibility of the Purchaser to acquire the Shares.

          (l) Such Purchaser acknowledges and understands that its investment in the Shares involves a significant degree of risk, including, without limitation that (i) an investment in the Corporation is not without risk (and specific reference is made to the “Risk Factors” discussion included in “Item 1. Business” of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007) and (ii) in the event of a disposition of the Shares, the Purchaser could sustain the loss of its entire investment.

          (m) No Purchaser, nor any affiliate, foreign or domestic, of such Purchaser, has directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the undersigned, engaged in any transactions in the securities of the Corporation (including, without limitation, any Short Sales (as defined below) involving the Corporation’s securities) since the date that the undersigned was first contacted by the Corporation or the Agent or any person acting on their behalf regarding the investment in the Corporation contemplated by this Agreement. For purposes of this paragraph, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO adopted under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts,

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options, puts, calls, short sales, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker-dealers or foreign regulated brokers having the effect of hedging the securities of the Corporation or the investment contemplated under this Agreement. Each Purchaser covenants that neither it, nor any person acting on its behalf or pursuant to any understanding with it, will engage in any transactions in the securities of the Corporation (including Short Sales) prior to the time that the Transactions contemplated by this Agreement are publicly disclosed by the Corporation by means of filing a Current Report on Form 8-K.

     5. ADDITIONAL AGREEMENTS

     5.1 Availability of Information. The Corporation agrees to use its commercially reasonable efforts to timely file all periodic reports required under Sections 13(a), 15(d) and 14(a) of the Exchange Act and to maintain the listing of its Common Stock on the Nasdaq Global Select Market or other similar stock exchange following the Closing Date for so long as is required under Rule 144 for the sale of the Shares.

     5.2 Form D and Blue Sky. The Corporation agrees to file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to each Purchaser promptly after such filing. The Corporation, on or before the Closing Date, shall take such action as the Corporation shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Shares for sale to the Purchasers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers on or prior to the Closing Date. The Corporation shall make all filings and reports relating to the offer and sale of the Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

     5.3 Regulatory Matters. Each of the Corporation and each Purchaser agree to use reasonable efforts to take all actions and to do all things necessary, proper or advisable to obtain any authorizations, consents, orders and approvals of all Governmental Authorities necessary for the Corporation to sell the Shares on the Closing Date on terms consistent with the terms set forth in this Agreement.

     5.4 Publicity. Each Purchaser acknowledges that the Corporation will publicly announce the entering into this Agreement and the completion of the Transactions as soon as practicable following the date hereof and in any event not later than the second business day after the Closing Date; provided, however, that the Corporation shall not specifically name the Purchasers in a press release without the prior consent of such Purchaser. Notwithstanding the preceding paragraph, each Purchaser hereby agrees that the Corporation may specifically name Purchaser as one of the Purchasers of Shares in its periodic reports filed under the Exchange Act as required by the rules and regulations of the Exchange Act and as otherwise required in the Registration Statement.

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     5.5 Stockholder Approval. The Corporation shall not take any action or omit to take any action that would cause the Transactions or any portion thereof to require a vote of the Corporation’s stockholders.

     6. MISCELLANEOUS

     6.1 Survival of Representations and Warranties. All statements contained in any officers’ certificates delivered by or on behalf of the Corporation or the Subsidiary pursuant to this Agreement or in connection with the Transactions contemplated hereby will be deemed representations or warranties of the Corporation under this Agreement. All representations and warranties contained in this Agreement made by or on behalf of the Corporation or the Purchasers will survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Corporation or the Purchasers, and the sale and purchase of the Shares under this Agreement, and, except for representations and warranties set forth in Sections 4.1(g), (h), (i), (j) and Section 4.2(b) and (i), shall expire on the first anniversary of the Closing Date.

     6.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by or against the respective successors and assigns of the parties hereto.

     6.3 Notices. All written communications provided for herein are required to be sent by U.S. Certified Mail or recognized overnight delivery service (with charges prepaid) and (i) if to a Purchaser, addressed to such Purchaser at the address as specified for such communications in the Signature Page, or at such other address as such Purchaser may have specified to the Corporation in writing, and (ii) if to the Corporation, addressed to it at:

Texas Capital Bancshares, Inc.
2100 McKinney Avenue, Suite 900
Dallas, Texas, U.S.A. 75201
Attn: Peter Bartholow, Chief Financial Officer

     with a copy (for informational purposes only) to:

Patton Boggs LLP
2001 Ross Avenue
Suite 3000
Dallas, Texas 75201
Attn: Norman Miller, Esq.

or at such other address as the Corporation may have specified to the Purchasers in writing. Notices under this Section 6.3 shall be deemed given only when actually received.

     6.4 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether

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of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

     6.5 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.

     6.6 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.

     6.7 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

     6.8 Expenses. Each Purchaser and the Corporation shall bear all expenses incurred by it in connection with the Agreement and the Transactions contemplated hereby.

     6.9 Construction. Each agreement contained herein shall be construed (absent express provision to the contrary) as being independent of each other agreement contained herein, so that compliance with any one agreement shall not (absent such an express contrary provision) be deemed to excuse compliance with any other agreement. Where any provision herein refers to action to be taken by any person or entity, or which such person or entity is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such person or entity.

     6.10 Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Purchasers, the Corporation, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Corporation nor any Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by i) the Corporation; and iii) the holders of Shares representing at least two-thirds of the amount of the Shares then outstanding, or, if prior to the Closing Date, the Purchasers listed on the Signature Page as being obligated to purchase at least a majority of the amount of the Shares. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Shares then outstanding. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, including holders of the Shares. The Corporation has not, directly or indirectly, made any agreements with any Purchasers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the

15

foregoing, the Corporation confirms that, except as set forth in this Agreement, no Purchaser has made any commitment or promise or has any other obligation to provide any financing to the Corporation or otherwise.

     6.11 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Shares. The Corporation shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the holders of Shares representing at least a majority of the amount of the Shares then outstanding. A Purchaser may assign some or all of its rights hereunder without the consent of the Corporation, in which event such assignee shall be deemed to be a Purchaser hereunder with respect to such assigned rights.

     6.12 No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

     6.13 Indemnification.

          (a) In consideration of each Purchaser’s execution and delivery of the Transaction Documents and acquiring the Shares thereunder and in addition to all of the Corporation’s other obligations under the Transaction Documents, the Corporation shall defend, protect, indemnify and hold harmless each Purchaser and all of their stockholders, partners, members, officers, directors, employees and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Corporation in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Corporation contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Corporation) and arising out of or resulting from any misrepresentation or breach of any representation or warranty made by the Corporation in the Transaction Documents, or any covenant, agreement or obligation of the Corporation contained in the Transaction Documents, or any other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by the Corporation may be unenforceable for any reason, the Corporation shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

          (b) Promptly after receipt by an Indemnitee under this Section 6.13 of notice of the commencement of any action or proceeding (including any governmental action or

16

proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim for indemnification in respect thereof is to be made against any indemnifying party under this Section 6.13, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel to the Indemnitee, the representation by such counsel of the Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnitee and the indemnifying party. Legal counsel referred to in the immediately preceding sentence shall be selected by the Purchasers holding at least a majority of the Shares issued and issuable hereunder. The Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Indemnified Liabilities by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnitee that relates to such action or Indemnified Liabilities. The indemnifying party shall keep the Indemnitee fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld conditioned or delayed, consent to entry of any judgment or enter into any settlement or other compromise which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liabilities or litigation, (ii) requires any admission of wrongdoing by such Indemnitee, or (iii) obligates or requires an Indemnitee to take, or refrain from taking, any action. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnitee under this Section 6.13, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

          (c) The indemnification required by this Section 6.13 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Liabilities are incurred.

          (d) The indemnity agreements contained herein shall be in addition to (x) any cause of action or similar right of the Indemnitee against the indemnifying party or others, and (y) any liabilities the indemnifying party may be subject to pursuant to the law.

     6.14 No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

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     6.15 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Corporation does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Corporation, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

     6.16 Payment Set Aside. To the extent that the Corporation makes a payment or payments to the Purchasers hereunder or pursuant to any of the other Transaction Documents or the Purchasers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Corporation, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

     6.17 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents and the Corporation acknowledges that the Purchasers are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

[SIGNATURE PAGE FOLLOWS]

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

Very truly yours, TEXAS CAPITAL BANCSHARES, INC.
By:	/s/ George F. Jones, Jr.
	Name:	George F. Jones, Jr.
	Title:	President and Chief Executive Officer

SIGNATURE PAGE

PURCHASER NAME:			No. of Shares to be Purchased: 1,500,000
T. ROWE PRICE ASSOCIATES, INC.			Price per Share $14.50
Investment Adviser of the Funds and Accounts
On Attachment A			Purchase Price: $21,750,000
	By:	/s/ Michael Gitlin Name: Michael Gitlin
		Title: Vice President
			Date: September 8, 2008

Exact Name for Registration of Shares: See Attachment A

Registered Address:
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202

Delivery Address: See Attachment A

Contact Person: Darrell N. Braman, Vice President and Associate Legal Counsel
	Telephone:	410-345-2013
	Facsimile:	410-345-6575
	Email:	darrell_braman@troweprice.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                                 

SIGNATURE PAGE

PURCHASER NAME:			No. of Shares to be Purchased: 350,000
MALTA TITAN FUND, L.P.			Price per Share $14.50
By: SOAM Holdings, LLC			Purchase Price: $5,075,000
	By:	/s/ Terry Maltese Terry Maltese
		Managing Member	Date: September 8, 2008

Exact Name for Registration of Shares: Malta Titan Fund, L.P.

Registered Address:

c/o Sandler O’Neill Asset Management
780 Third Avenue, 5^th Floor
New York, NY 10017

Delivery Address:
SAME

Contact Person: Scott Kucsma
	Telephone:	(212) 486-7300
	Facsimile:	(212) 486-7580
	Email:	skucsma@soam.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                             

SIGNATURE PAGE

PURCHASER NAME:			No. of Shares to be Purchased: 15,900
MALTA HEDGE FUND, L.P.			Price per Share $14.50
By: SOAM Holdings, LLC			Purchase Price: $230,550
	By:	/s/ Terry Maltese Terry Maltese
		Managing Member	Date: September 8, 2008

Exact Name for Registration of Shares: Malta Hedge Fund, L.P.

Registered Address:
c/o Sandler O’Neill Asset Management
780 Third Avenue, 5^th Floor
New York, NY 10017

Delivery Address:
SAME

Contact Person: Scott Kucsma
	Telephone:	(212) 486-7300
	Facsimile:	(212) 486-7580
	Email:	skucsma@soam.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                             

SIGNATURE PAGE

PURCHASER NAME:			No. of Shares to be Purchased: 93,900
MALTA HEDGE FUND II, L.P.			Price per Share $14.50
By: SOAM Holdings, LLC			Purchase Price: $1,361,550
	By:	/s/ Terry Maltese
		Terry Maltese
		Managing Member	Date: September 8, 2008

Exact Name for Registration of Shares: Malta Hedge Fund II, L.P.

Registered Address:
c/o Sandler O’Neill Asset Management
780 Third Avenue, 5^th Floor
New York, NY 10017

Delivery Address:
SAME

Contact Person: Scott Kucsma
	Telephone:	(212) 486-7300
	Facsimile:	(212) 486-7580
	Email:	skucsma@soam.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                             

SIGNATURE PAGE

PURCHASER NAME:		No. of Shares to be Purchased: 27,400
MALTA OFFSHORE, LTD.		Price per Share $14.50
By:	/s/ Terry Maltese Terry Maltese	Purchase Price: $397,300
	Director
		Date: September 8, 2008

Exact Name for Registration of Shares: Malta Offshore, Ltd.

Registered Address:
c/o Sandler O’Neill Asset Management
780 Third Avenue, 5^th Floor
New York, NY 10017

Delivery Address:
SAME

Contact Person: Scott Kucsma
	Telephone:	(212) 486-7300
	Facsimile:	(212) 486-7580
	Email:	skucsma@soam.com

Tax ID No.: N/A

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                                 

SIGNATURE PAGE

PURCHASER NAME:	No. of Shares to be Purchased: 70,300
MALTA MLC FUND, L.P.	Price per Share $14.50
By: SOAM Holdings, LLC	Purchase Price: $1,019,350

By:	/s/ Terry Maltese
	Terry Maltese
	Managing Member	Date: September 8, 2008

Exact Name for Registration of Shares: Malta MLC Fund, L.P.

Registered Address:
c/o Sandler O’Neill Asset Management
780 Third Avenue, 5^th Floor
New York, NY 10017

Delivery Address:
SAME

Contact Person:	Scott Kucsma
Telephone:	(212) 486-7300
Facsimile:	(212) 486-7580
Email:	skucsma@soam.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                     

SIGNATURE PAGE

PURCHASER NAME:	No. of Shares to be Purchased: 81,600
MALTA MLC OFFSHORE, LTD.	Price per Share $14.50
	Purchase Price: $1,183,200

By:	/s/ Terry Maltese
	Terry Maltese Director
		Date: September 8, 2008

Exact Name for Registration of Shares: Malta MLC Offshore, Ltd.

Registered Address:
c/o Sandler O’Neill Asset Management
780 Third Avenue, 5^th Floor
New York, NY 10017

Delivery Address:
SAME

Contact Person:	Scott Kucsma
Telephone:	(212) 486-7300
Facsimile:	(212) 486-7580
Email:	skucsma@soam.com

Tax ID No.: N/A

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                     

SIGNATURE PAGE

PURCHASER NAME:	No. of Shares to be Purchased: 10,900
MALTA PARTNERS, L.P.	Price per Share $14.50
By: SOAM Holdings, LLC	Purchase Price: $158,050

By:	/s/ Terry Maltese
	Terry Maltese
	Managing Member	Date: September 8, 2008

Exact Name for Registration of Shares: Malta Partners, L.P.

Registered Address:
c/o Sandler O’Neill Asset Management
780 Third Avenue, 5^th Floor
New York, NY 10017

Delivery Address:
SAME

Contact Person:	Scott Kucsma
Telephone:	(212) 486-7300
Facsimile:	(212) 486-7580
Email:	skucsma@soam.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                     

SIGNATURE PAGE

PURCHASER NAME:	No. of Shares to be Purchased: 250,000
SOAM CAPITAL PARTNERS, L.P.	Price per Share $14.50
By:   SOAM Venture Holdings, LLC	Purchase Price: $3,625,000

By:	/s/ Terry Maltese
	Terry Maltese
	Managing Member	Date: September 8, 2008

Exact Name for Registration of Shares: Soam Capital Partners, L.P.

Registered Address:
c/o Sandler O’Neill Asset Management
780 Third Avenue, 5^th Floor
New York, NY 10017

Delivery Address:
SAME

Contact Person: Scott Kucsma
Telephone:	(212) 486-7300
Facsimile:	(212) 486-7580
Email:	skucsma@soam.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                              

SIGNATURE PAGE

PURCHASER NAME:	No. of Shares to be Purchased: 665,787
JOHN HANCOCK REGIONAL BANK FUND	Price per Share $14.50
MFC Global Investment Management (U.S.), LLC as
subadviser for the fund
	Purchase Price: $9,653,911.50

By:	/s/ Diane R. Landers
	Name: Diane Landers
	Title: VP- CAO

Date: September 7, 2008

Exact Name for Registration of Shares: Hare And Co FBO John Hancock Regional Bank Fund

Registered Address:
101 Huntington Ave
Boston, MA 02199

Delivery Address:
BNY
1 Wall Street -3rd floor Window A
New York, NY 10286

Contact Person: Chris Camell or John Cline
Telephone:	617 375 4752
Facsimile:
Email:	jhfinvestmentoperations@jhancock.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different): Investment Advisor

SIGNATURE PAGE

PURCHASER NAME:	No. of Shares to be Purchased: 334,213
JOHN HANCOCK BANK AND THRIFT FUND	Price per Share $14.50
MFC Global Investment Management (U.S.), LLC as
subadviser for the fund
	Purchase Price: $4,846,088.50

By:	/s/ Diane R. Landers
	Name: Diane R. Landers
	Title: VP CAO	Date: September 7, 2008

Exact Name for Registration of Shares: Hare And Co FBO John Hancock Bank and Thrift Fund

Registered Address:
101 Huntington Ave
Boston, MA 02199

Delivery Address:
BNY
1 Wall Street -3rd floor Window A
New York, NY 10286

Chris Camell or John Cline - jhfinvestmentoperations@jhancock.com 617 375 4752

Contact Person:	Chris Camell or John Cline
Telephone:  617 375 4752
Facsimile:
Email:  jhfinvestmentoperations@jhancock.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different): Investment Advisor

SIGNATURE PAGE

PURCHASER NAME:			No. of Shares to be Purchased: 18,570
BANC FUND VI L.P.
	By:	MidBanc VI L.P.	Price per Shares $14.50
		an Illinois limited partnership,
		Its General Partner	Purchase Price: $269,265

By:	THE BANC FUNDS COMPANY, L.L.C.
	an Illinois limited liability company
	Its General Partner
By:	/s/ Charles J. Moore
	Charles J. Moore, Member	Date: September 8, 2008

Exact Name for Registration of Shares: Banc Fund VI L.P.

Registered Address:
20 North Wacker Drive, Suite 3300
Chicago, IL 60606

Delivery Address:
JPMorgan Worldwide Securities Services
1111 Polaris Parkway
Suite 2N, OH1-0634
Columbus, OH 43240-2050

Contact Person: Michael Nashalsky
Telephone:	(614) 248-9040
Facsimile:	(614) 244-9890
Email:	Michael.Nashalsky@jpmorgan.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                            

SIGNATURE PAGE

PURCHASER NAME:		No. of Shares to be Purchased: 95,505
BANC FUND VII L.P.
By:	MidBanc VII L.P.	Price per Share $14.50
	an Illinois limited partnership,
	Its General Partner	Purchase Price: $1,384,822.50
By:	THE BANC FUNDS COMPANY, L.L.C. an Illinois limited liability company
	Its General Partner
By:	/s/ Charles J. Moore
	Charles J. Moore, Member	Date: September 8, 2008

Exact Name for Registration of Shares: Banc Fund VII L.P.

Registered Address:
20 North Wacker Drive, Suite 3300
Chicago, IL 60606

Delivery Address:
JPMorgan Worldwide Securities Services
1111 Polaris Parkway
Suite 2N, OH1-0634
Columbus, OH 43240-2050

Contact Person: Michael Nashalsky
     Telephone: (614) 248-9040
     Facsimile: (614) 244-9890
     Email: Michael.Nashalsky@jpmorgan.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                              

SIGNATURE PAGE

PURCHASER NAME:		No. of Shares to be Purchased: 35,925
BANC FUND VIII L.P.		Price per Share $14.50
By:	MidBanc VIII L.P.
	an Illinois limited partnership,
	Its General Partner	Purchase Price: $520,912.50
By:	THE BANC FUNDS COMPANY, L.L.C. an Illinois limited liability company
	Its General Partner
By:	/s/ Charles J. Moore
	Charles J. Moore, Member	Date: September 8, 2008

Exact Name for Registration of Shares: Banc Fund VIII L.P.

Registered Address:
20 North Wacker Drive, Suite 3300
Chicago, IL 60606

Delivery Address:
JPMorgan Worldwide Securities Services
1111 Polaris Parkway
Suite 2N, OH1-0634
Columbus, OH 43240-2050

Contact Person: Michael Nashalsky
     Telephone: (614) 248-9040
     Facsimile: (614) 244-9890
     Email: Michael.Nashalsky@jpmorgan.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                              

SIGNATURE PAGE

PURCHASER NAME:			No. of Shares to be Purchased: 450,000
CITADEL EQUITY FUND LTD.			Price per Share $14.50
By: Citadel Limited Partnership, Portfolio Manager
			Purchase Price: $6,525,000.00
By:	/s/ Erica L. Tarpey
	Name: Title:	Erica L. Tarpey Authorized Signatory
			Date: September 8, 2008

Exact Name for Registration of Shares: Citadel Equity Fund Ltd.

Registered Address:

c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands

Delivery Address:

Citadel Equity Fund Ltd.

c/o Citadel Investment Group, L.L.C.
131 South Dearborn Street
Chicago, IL 60603

Contact Person: Toby Buchanan
     Telephone:  646-403-8333
     Facsimile:    312-267-7577
     Email:          toby.buchanan@citadelgroup.com

Tax ID No.:

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):                              

EX-10.2

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 8, 2008, among Texas Capital Bancshares, Inc. a Delaware corporation (the “Company”), and the persons identified on the signature page hereof (referred to collectively herein as the “Purchasers” and each individually as a “Purchaser”).

R E C I T A L S:

     WHEREAS, this Agreement is made pursuant to the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of September 8, 2008, by and among the Company and certain purchasers of Shares; and

     WHEREAS, in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, the parties desire to enter into this Agreement in order to grant certain registration rights to the Purchasers as set forth below.

     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.
GENERAL

     1.1 Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

     “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular person or entity.

     “Closing Date” means the date on which the closing of the transactions contemplated by the Stock Purchase Agreement occurs.

     “Common Stock” means shares of common stock, $0.01 par value per share, of the Company.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

     “Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

     “Holder” means any Purchaser who holds Registrable Securities and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with Section 2.8 hereof.

     “Mandatory Registration” shall have the meaning ascribed to it in Section 2.1(a) hereof.

     “Person” means any individual, corporation, partnership, joint venture, limited liability company, business trust, joint stock company, trust or unincorporated organization or any government or any agency or political subdivision thereof.

     “Register,” “registered,” and “registration” shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of effectiveness of such registration statement.

     “Registrable Securities” means (a) the Shares; and (b) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, preferred stock or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the Shares held by the Holders provided, however, that Registrable Securities shall not include any shares of Common Stock (i) which have been sold to the public by a Holder either pursuant to a registration statement or Rule 144 under the Securities Act; (ii) which have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned in compliance with the terms of this Agreement; or (iii) which may be sold pursuant to Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 (or any successor thereto) under the Securities Act, after taking into account any Holders’ status as an Affiliate of the Company as determined by counsel to the Company pursuant to a written opinion letter addressed to the Company’s transfer agent to such effect (provided at least 12 months have lapsed since the Registrable Securities were acquired from the Company as calculated in accordance with Rule 144).

     “Registrable Securities then outstanding” shall be the number of shares determined by calculating the total number of shares of Common Stock that are Registrable Securities issued and outstanding.

     “Registration Expenses” shall mean all expenses incurred by the Company in effecting any registration pursuant to this Agreement (including any Mandatory Registration or Shelf Registration), including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, and expenses of the Company’s independent accountants in connection with any regular or special reviews or audits incident to or required by any such registration, and fees and expenses of underwriters (excluding discounts and commissions) and any other Persons retained by the Company, but shall not include Selling Expenses, certain fees and disbursements of counsel for the Holders (except as set forth below) and the compensation of regular employees of the Company, which shall be paid in any event by the Company.

     “SEC” or “Commission” means the Securities and Exchange Commission and any successor agency.

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     “Securities Act” shall mean the Securities Act of 1933, as amended, or similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

     “Selling Expenses” shall mean all underwriting discounts, selling commissions, fees of underwriters, selling brokers, dealer managers and similar securities industry professionals and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder (other than the fees and disbursements of counsel included in Registration Expenses).

     “Shares” mean shares of Common Stock issued by the Company to the Purchasers pursuant to the Stock Purchase Agreement.

     “Shelf Registration” shall have the meaning ascribed to it in Section 2.1(a) hereof.

     “Shelf Termination Date” shall have the meaning ascribed to it in Section 2.1(a) hereof.

     “Trading Day” means a day on which the principal securities exchange or automated quotation system upon which the Registrable Securities are then listed for public trading) shall be open for business.

     “Violation” shall have the meaning ascribed to it in Section 2.7(a) hereof.

SECTION 2.
REGISTRATION

     2.1 Shelf Registration

          (a) In accordance with the requirements of Section 2.3 below, the Company shall use its commercially reasonable efforts to file with the SEC, and to cause to be declared effective by the SEC, a registration statement on the applicable SEC form with respect to the resale from time to time, whether underwritten or otherwise, of the Registrable Securities by the Holders thereof. The Company shall also use its commercially reasonable efforts to maintain the effectiveness of the registration effected pursuant to this Section 2.1 and keep such registration statement free of any material misstatements or omissions at all times, subject only to the limitations on effectiveness set forth below. The registration contemplated by this Section 2.1 is referred to herein as the “Mandatory Registration.” The Mandatory Registration shall be filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). The Company shall use its commercially reasonable efforts to cause the registration statement filed on Form S-3 or any similar short-form registration as the Company may elect to remain effective until such date (the “Shelf Termination Date”) as is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable Securities may be sold pursuant to Rule 144(c)(l) and otherwise without restriction or limitation pursuant to Rule 144 (or any successor thereto) under the Securities Act, after taking into account any Holders’ status as an Affiliate of the Company as determined by counsel to the Company pursuant to a written opinion letter addressed to the Company’s transfer agent to such effect (provided at least 12

3

months have lapsed since the Registrable Securities were acquired from the Company as calculated in accordance with Rule 144). If the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on another appropriate form in accordance herewith. In the event the Mandatory Registration must be effected on Form S-1 or any similar long-form registration statement as the Company may elect, the Company shall use commercially reasonable efforts to file such registration statement as a Shelf Registration and the Company shall use its commercially reasonable efforts to keep such registration current and effective, including by filing periodic post-effective amendments until the Shelf Termination Date to update the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act and to update the names and other information regarding the Holders contained in such registration statement in accordance with the Securities Act. By 9:30 a.m. on the Trading Day immediately following the effective date of the applicable registration statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such registration statement.

          (b) In no event shall the Company include securities, whether on behalf of itself or any other person, other then the Registrable Securities on any registration statement filed pursuant to this Section 2.

          (c) Notwithstanding anything to the contrary contained in this Agreement, in the event the Commission seeks to characterize any offering pursuant to a Mandatory Registration filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company, or in any other manner, such that the Commission does not permit such registration statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such registration statement until such time as the Commission shall so permit such registration statement to become effective as aforesaid. In making such reduction, the Company shall then reduce the number of shares to be included by all Holders of Registrable Securities on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each such Holder). As soon as reasonably practicable thereafter (as permitted by the Commission), the Company shall register the additional Registrable Securities on such additional registration statements as may be required to register the resale of all of the Registrable Securities (to the extent it can without causing the foregoing problem). In no event shall a Holder be required to be named as an “underwriter” in a registration statement without such Holder’s prior written consent.

     2.2 Expenses of Registration. All reasonable Registration Expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the Holders of the Registrable Securities so registered pro rata on the basis of the number of shares so registered.

     2.3 Additional Obligations of the Company. The Company shall:

4

          (a) Within thirty (30) days following the Closing Date, use commercially reasonable efforts to prepare and file with the SEC a registration statement on Form S-3, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective within one hundred-twenty (120) days of the Closing Date (provided that at least three (3) Trading Days before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, and the Company shall in good faith consider any reasonable comments of such counsel).

          (b) Promptly notify the Holders (i) when the Company has been notified by the Commission whether or not a registration statement or any amendment thereto will be subject to a review by the Commission and (ii) if reviewed, when the Company has been notified by the Commission that a registration statement or amendment thereto will not be subject to further review. Upon the request of a Holder, the Company shall provide such Holder true and complete copies of all correspondence from and to the Commission relating to a registration statement (with all material, non-public information regarding the Company redacted from such copies). The Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to the registration statement or any amendments thereto. The Company shall promptly file with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act after the Company is notified (orally or in writing, whichever is earlier) by the Commission that a registration statement will not be reviewed, or will not be subject to further review, such that the Registration Statement shall be declared effective no later than seven (7) Trading Days after such notification.

          (c) Furnish to the Purchasers and Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

          (d) Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders unless an exemption from registration and qualification exists; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, file a general consent to service of process or subject itself to general taxation in any such states or jurisdictions.

          (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Purchaser and/or Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

          (f) Promptly notify each Purchaser who holds, and each Holder of Registrable Securities covered by the registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue

5

statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing (provided that in no event shall such notice contain any material, non-public information regarding the Company) and, the Company shall promptly prepare and furnish to each such Holder a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.

          (g) Use its commercially reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale or the date of the applicable offering document, as applicable, if such securities are being sold through underwriters, (i) an opinion, dated as of the date such Registrable Securities are delivered to the underwriters for sale, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated as of the date of the applicable offering document, from the independent registered public accountants of the Company, in form and substance as is customarily given by independent registered public accountants to underwriters in an underwritten public offering addressed to the underwriters.

          (h) Use its commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness of a registration statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction in the United States, and (ii) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Company shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order.

          (i) Use its commercially reasonable best efforts to cause all Shares to be listed on each securities exchange (including the NASDAQ Global Select Stock Market) on which similar securities issued by the Company are then listed.

          (j) Use its commercially reasonable efforts to cooperate with the Holders who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and, registered in such names as the Holders may request.

          (k) Provide and cause to be maintained a registrar and transfer agent for all Registrable Securities covered by any registration statement from and after a date not later than the effective date of such registration statement.

          (l) Use its commercially reasonable efforts to maintain eligibility to use Form S-3 (or any successor form thereto) for the registration of the resale of the Registrable Securities.

6

          (m) Not, nor shall any subsidiary or affiliate thereof, identify any Purchaser as an underwriter in any public disclosure or filing with the SEC or the NASDAQ Global Select Market or any other securities exchange or market and any Purchaser being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has under this Agreement or the Stock Purchase Agreement.

     2.4 Suspension of Sales. Upon receipt of written notice from the Company that the registration statement or a prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (a “Misstatement”), each Purchaser who holds, and each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until such Purchaser and/or Holder has received copies of the supplemented or amended prospectus that corrects such Misstatement, or until such Purchaser and/or Holder is advised in writing by the Company that the use of the prospectus may be resumed, and, if so directed by the Company, such Purchaser and/or Holder shall deliver to the Company all copies, other than permanent file copies then in such Purchaser’s or Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. The Company will not suspend the sales under the prospectus more than two times in any three hundred-sixty-five (365) day period and the total number of days that any such suspension may be in effect in any three hundred-sixty-five (365) day period shall not exceed 45 days.

     2.5 Termination of Registration Rights. A Purchaser’s and a Holder’s registration rights shall expire if all Registrable Securities held by such Purchaser or Holder (and its Affiliates, partners, members and former members) may be sold pursuant to Rule 144 without the requirement to be in compliance with Rule 144(c)(l) and otherwise without restriction or limitation pursuant to Rule 144 (or any successor thereto) under the Securities Act, after taking into account any Holder’s status as an Affiliate of the Company, as a result of the amount of shares of the Company’s Common Stock then owned by such Holder as a percentage of the Company’s outstanding shares of Common Stock, as determined by counsel to the Company pursuant to a written opinion letter addressed to the Company’s transfer agent to such effect (provided at least 12 months have lapsed since the Registrable Securities were acquired from the Company, as calculated in accordance with Rule 144). Termination of such registration rights shall be conditioned upon the Company’s action to remove the restrictive legends from any Registrable Securities held by such Purchaser or Holder, provided that such Purchaser or Holder is not an Affiliate of the Company, and the reissuance of unlegended certificates, in physical or electronic format, to such Purchaser or Holder.

     2.6 Furnishing Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.1 or 2.3 that the selling Purchasers and/or Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities.

     2.7 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 2:

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          (a) To the extent permitted by law, the Company will indemnify and hold harmless each Purchaser, Holder, any underwriter (as defined in the Securities Act) for such Purchaser or Holder and each person, if any, who controls such Purchaser or Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, or the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any related preliminary prospectus or final prospectus or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any other federal or state securities law in connection with the registration of the Registrable Securities; and the Company will pay to each such Purchaser, Holder, underwriter or controlling person, as accrued any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 2.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration statement by any such Purchaser, Holder, underwriter or controlling person or any failure of such person to deliver or cause to be delivered a prospectus made available by the Company in a timely manner.

          (b) To the extent permitted by law and provided that such Holder is not entitled to indemnification pursuant to Section 2.7(a) above with respect to such matter, each selling Purchaser or Holder (severally and not jointly) will indemnify and hold harmless the Company, each of its directors, officers, persons, if any, who control the Company within the meaning of the Securities Act, any underwriter, any other Purchaser or Holder selling securities in such registration statement and any controlling person of any such underwriter or other Purchaser or Holder, against any losses, claims, damages, or liabilities to which any of the foregoing persons may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any (i) untrue statement or alleged untrue statement of a material fact regarding such Holder and provided in writing by such Holder which is contained in such registration statement, including any related preliminary prospectus or final prospectus or any amendments or supplements thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, in each case to the extent (and only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or final prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information furnished by such Purchaser or Holder expressly for use in connection with such registration statement; and each such Purchaser or Holder will pay,

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as accrued, any legal or other expenses reasonably incurred by any Person intended to be indemnified pursuant to this Section 2.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action as a result of such Holder’s untrue statement or omission; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Purchaser or Holder (which consent shall not be unreasonably withheld); provided, that, (x) the indemnification obligations in this Section 2.7(b) shall be individual and ratable not joint and several for each Holder and (y) in no event shall the aggregate of all indemnification payments by any Purchaser and/or Holder under this Section 2.7(b) exceed the net proceeds from the offering received by such Purchaser and/or Holder.

          (c) Promptly after receipt by an indemnified party under this Section 2.7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the indemnifying party, if (i) the indemnifying party shall have failed to assume the defense of such claim within seven (7) days after receipt of notice of the claim and to employ counsel reasonably satisfactory to such indemnified party, as the case may be; or (ii) in the reasonable opinion of counsel retained by the indemnifying party, representation of such indemnified party by such counsel would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The indemnified party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which relates to such action or claim. The indemnifying party shall beep the indemnified party reasonably apprised of the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 2.7, except to the extent such failure to give notice has a material adverse effect on the ability of the indemnifying party to defend such action.

          (d) If the indemnification provided for in this Section 2.7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand

9

and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the amount any Purchaser or Holder will be obligated to contribute pursuant to this Section 2.7(d) will be limited to an amount equal to the per share public offering price (less any underwriting discount and commissions) multiplied by the number of shares of Registrable Securities sold by such Purchaser or Holder pursuant to the registration statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which such Purchaser or Holder has otherwise been required to pay in respect of such loss, liability, claim, damage, or expense or any substantially similar loss, liability, claim, damage, or expense arising from the sale of such Registrable Securities). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution hereunder from any person who was not guilty of such fraudulent misrepresentation.

          (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided that the indemnification provisions of the Holders in any underwriting agreement may not conflict with the provisions of this Section 2.7 without the consent of the affected Holders.

          (f) The obligations of the Company and Holders under this Section 2.7 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 2, and otherwise.

     2.8 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned by an Purchaser or Holder to a transferee or assignee of Registrable Securities to which (a) such transferee is an investment advisory client, Affiliate, subsidiary or parent company, family member or family trust for the benefit of a party hereto, (b) such transferee shares a common discretionary investment advisor with such Purchaser or Holder, or (c) such transferee or transferees are partners or members of an Purchaser or Holder, who agree to act through a single representative; provided, however, (i) the transferor shall furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement.

     2.9 Rule 144 Reporting. With a view to making available to the Purchasers and Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:

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          (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of this Agreement;

          (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and

          (c) so long as an Purchaser or Holder owns any Registrable Securities, furnish to such Purchaser or Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as an Purchaser or Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

     2.10 Obligations of the Holders

          (a) Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith, upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) business days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in the Registration Statement. A Holder shall provide such information to the Company at least two (2) business days prior to the first anticipated filing date of such Registration Statement if such Holder elects to have any of the Registrable Securities included in the Registration Statement.

          (b) Each Holder, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

          (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to any Registration Statement.

SECTION 3.
MISCELLANEOUS

     3.1 Successors and Assign. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies,

11

obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

     3.2 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

     3.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     3.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

     3.5 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address as such party may designate by ten (10) days’ advance written notice to the other parties.

     3.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

     3.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Holder of any Registrable Securities then outstanding, each future Holder of all such Registrable Securities, and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

     3.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

     3.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by any Purchasers which are Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

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     3.10 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth herein.

TEXAS CAPITAL BANCSHARES, INC.
By:	/s/ George F. Jones Jr.
Name:	George F. Jones, Jr.
Title:	President and Chief Executive Officer

Address:	2100 McKinney, Suite 900
	Dallas, Texas 75201

Investor Counterpart Signature Page to

Registration Rights Agreement

T. ROWE PRICE ASSOCIATES, INC.,
As investment adviser on behalf of its Participating
Funds and Accounts
By:	/s/ Michael Gitlin
	Name:	Michael Gitlin
	Title:	Vice President
Address:		100 East Pratt Street
		Baltimore, MD 21202
		Fax No. 410-345-6575

Investor Counterpart Signature Page to

Registration Rights Agreement

MALTA TITAN FUND, L.P.
By: SOAM Holdings, LLC
By:	/s/ Terry Maltese
	Terry Maltese
	Managing Member
Address:	c/o Sandler O’Neill Asset Management
	780 Third Avenue, 5th Floor
	New York, NY 10017
	Fax No. (212) 486-7580

Investor Counterpart Signature Page to

Registration Rights Agreement

MALTA HEDGE FUND, L.P.
By: SOAM Holdings, LLC
By:	/s/ Terry Maltese
	Terry Maltese
	Managing Member
Address:	c/o Sandler O’Neill Asset Management
	780 Third Avenue, 5th Floor
	New York, NY 10017
	Fax No. (212) 486-7580

Investor Counterpart Signature Page to

Registration Rights Agreement

MALTA HEDGE FUND II, L.P.
By: SOAM Holdings, LLC
By:	/s/ Terry Maltese
	Terry Maltese
	Managing Member
Address:	c/o Sandler O’Neill Asset Management
	780 Third Avenue, 5th Floor
	New York, NY 10017
	Fax No. (212) 486-7580

Investor Counterpart Signature Page to

Registration Rights Agreement

MALTA OFFSHORE, LTD.
By:	/s/ Terry Maltese
	Terry Maltese
	Director

Address:	c/o Sandler O’Neill Asset Management
	780 Third Avenue, 5th Floor
	New York, NY 10017
	Fax No. (212) 486-7580

Investor Counterpart Signature Page to

Registration Rights Agreement

MALTA MLC FUND, L.P.
By:	SOAM Holdings, LLC
	By:	/s/ Terry Maltese Terry Maltese
		Managing Member

Address:	c/o Sandler O’Neill Asset Management
	780 Third Avenue, 5th Floor
	New York, NY 10017
	Fax No. (212) 486-7580

Investor Counterpart Signature Page to

Registration Rights Agreement

MALTA MLC OFFSHORE, LTD.
By:	/s/ Terry Maltese
	Terry Maltese
	Director

Address:	c/o Sandler O’Neill Asset Management
	780 Third Avenue, 5th Floor
	New York, NY 10017
	Fax No. (212) 486-7580

Investor Counterpart Signature Page to

Registration Rights Agreement

MALTA PARTNERS, L.P.
By:	SOAM Holdings, LLC
	By:	/s/ Terry Maltese Terry Maltese
		Managing Member

Address:	c/o Sandler O’Neill Asset Management
	780 Third Avenue, 5th Floor
	New York, NY 10017
	Fax No. (212) 486-7580

Investor Counterpart Signature Page to

Registration Rights Agreement

SOAM CAPITAL PARTNERS, L.P.
By:	SOAM Venture Holdings, LLC
	By:	/s/ Terry Maltese Terry Maltese
		Managing Member

Address:	c/o Sandler O’Neill Asset Management
	780 Third Avenue, 5th Floor
	New York, NY 10017
	Fax No. (212) 486-7580

Investor Counterpart Signature Page to

Registration Rights Agreement

JOHN HANCOCK REGIONAL BANK FUND MFC Global Investment Management (U.S.), LLC as subadviser for the fund
By:	/s/ Diane R. Landers
	Name: Diane R. Landers
	Title: VP CAO

Address:	101 Huntington Ave
	Boston, MA 02199
	Fax No.

Investor Counterpart Signature Page to

Registration Rights Agreement

JOHN HANCOCK BANK AND THRIFT FUND MFC Global Investment Management (U.S.), LLC as subadviser for the fund
By:	/s/ Diane R. Landers
	Name:	Diane R. Landers
	Title:	VP CAO

Address: 101 Huntington Ave
Boston, MA 02199
Fax No.                                         
 

Investor Counterpart Signature Page to

Registration Rights Agreement

BANC FUND VI L.P.
By:	MidBanc VI L.P.
	an Illinois limited partnership,
	Its General Partner

By:	THE BANC FUNDS COMPANY, L.L.C.
	an Illinois limited liability company,
	Its General Partner

	By:	/s/ Charles J. Moore
		Charles J. Moore, Member
Address:			20 North Wacker Drive, Suite 3300 Chicago, IL 60606 Fax No. 312-855-6610

Investor Counterpart Signature Page to

Registration Rights Agreement

BANC FUND VII L.P.
By:	MidBanc VII L.P.
	an Illinois limited partnership,
	Its General Partner

By:	THE BANC FUNDS COMPANY, L.L.C.
	an Illinois limited liability company,
	Its General Partner
By:	/s/ Charles J. Moore
	Charles J. Moore, Member

Address:  20 North Wacker Drive, Suite 3300
Chicago, IL 60606
Fax No. 312-855-6610 

Investor Counterpart Signature Page to

Registration Rights Agreement

BANC FUND VIII L.P.
By:	MidBanc VIII L.P.
	an Illinois limited partnership,
	Its General Partner

By:	THE BANC FUNDS COMPANY, L.L.C.
	an Illinois limited liability company,
	Its General Partner
By:	/s/ Charles J. Moore
	Charles J. Moore, Member

Address:  20 North Wacker Drive, Suite 3300
Chicago, IL 60606
Fax No. 312-855-6610 

Investor Counterpart Signature Page to

Registration Rights Agreement

CITADEL EQUITY FUND LTD.
By:	Citadel Limited Partnership, Portfolio Manager

By:	/s/ Erica L. Tarpey
	Name: Erica L. Tarpey
	Title: Authorized Signatory

Address:   c/o Citadel Investment Group, L.L.C.
131 South Dearborn Street
Chicago, IL 60603
Fax No. 312-267-7300 

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3 No. 333-00000) and related Prospectus of Texas Capital Bancshares, Inc. for the registration of 4,000,000 shares of its common stock and to the incorporation by reference therein of our reports dated February 20, 2008, with respect to the consolidated financial statements of Texas Capital Bancshares, Inc. and the effectiveness of internal control over financial reporting of Texas Capital Bancshares, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP  

Dallas, Texas
September 11, 2008