Common Contracts

PLACEMENT AGENCY AGREEMENT

Agency Agreement • February 26th, 2014 • New York

• Contract Type
  Agency Agreement
• Filed
  February 26th, 2014
• Jurisdiction
  New York

Texas state banking association (the "Bank"), and the United States Department of the Treasury (the "Selling Shareholder") each confirms its agreement (this "Agreement") with Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") and Stifel, Nicolaus & Company, Incorporated ("Stifel," and collectively with Sandler O'Neill, the "Placement Agents") with respect to the direct sale by the Selling Shareholder to one or more Winning Bidders (as defined in Section 2(a) hereof) and the placement, as agent of the Selling Shareholder, by the Placement Agents of 26,038 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, par value $0.50 per share, of the Company (the “Series B Securities”), and 1,302 Shares of Fixed Rate Cumulative Perpetual