TEXAS CAPITAL BANCSHARES, INC. (a Delaware corporation) 4,000,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2009 • Texas Capital Bancshares Inc/Tx • State commercial banks • New York
Texas Capital Bancshares, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC (the “Underwriter”), (i) with respect to the sale by the Company and the purchase by the Underwriter of 4,000,000 number of shares of common stock, $0.01 par value per share (“Common Stock”) of the Company as set forth in Schedule I hereto and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 600,000 additional shares of Common Stock to cover overallotments, if any. The aforesaid 4,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 600,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.”
