Edgar Filing: TEXAS CAPITAL BANCSHARES INC/TX

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934

Filed by Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
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14a-6(e)(2))
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[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240. 14a-11(c) or (S)240.14a-12

Texas Capital Bancshares, Inc.
(Name of Registrant as Specified in its Charter)

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(Name of Person Filing Proxy Statement, if other than Registrant)

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

August 28, 2002

Dear Stockholder:

Texas Capital Bancshares, Inc., a Delaware corporation ("TCBI") and the holding
company for Texas Capital Bank, N. A., is proposing to conduct an initial public
offering of our common stock (the "IPO"). In preparation for the IPO, we hereby
seek your written consent to an amendment to TCBI's Certificate of Designation
of 6.0% Series A Convertible Preferred Stock (the "Certificate of Designation").

The board of directors of TCBI deems it advisable and believes that it is in the
best interests of TCBI and its stockholders to amend the Certificate of
Designation prior to the IPO in order to provide for adjustment, in the event of
a stock dividend, stock split, reclassification or other similar corporate
action, of the price which would trigger automatic conversion of the 6.0% Series
A Convertible Preferred Stock (the "Preferred Stock") to common stock upon (a)
consummation of an initial public offering or (b) quotation of the common stock
of TCBI on the New York Stock Exchange or the Nasdaq National Market for 30
consecutive trading days (the "Amendment").

Although only the rights of the holders of Preferred Stock will be affected,
under Delaware law the Amendment must be approved by holders of each of (a) a
majority of the shares of Preferred Stock, for which TCBI has already received
the requisite number of written consents; and (b) a majority (based on voting
power) of the shares of TCBI's voting common stock, par value $0.01 (the "Common
Stock") and Preferred Stock, voting on an as converted basis as set forth in the
Certificate of Designation, voting together as a single class (the Common Stock
and Preferred Stock are together referred to as the "Voting Stock"). We are
eager to move forward with the IPO and we believe the Amendment is necessary in
order to adjust the trigger price for the automatic conversion of the Preferred
Stock to reflect the one-for-one stock dividend recently declared by the Board.

The consent statement that accompanies this letter provides you with detailed
information about the Amendment. We urge you to review carefully the consent
statement and the enclosed written consent. OUR BOARD OF DIRECTORS RECOMMENDS
THAT YOU CONSENT TO THE APPROVAL OF THE AMENDMENT. IF YOU INTEND TO CONSENT TO
THE AMENDMENT YOU MUST SIGN, DATE AND RETURN THE ENCLOSED WRITTEN CONSENT
PROMPTLY IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED IN THE CONSENT STATEMENT.
AN ABSTENTION OR FAILURE TO RETURN THE CONSENT WILL HAVE THE EFFECT OF VOTING
AGAINST THE AMENDMENT.

Only holders of Voting Stock as of the close of business on August 9, 2002, the
record date established by our board of directors, will be entitled to consent
to the Amendment.

On behalf of the board of directors, I wish to thank you for your continued
support and urge you to consent to the Amendment.

Sincerely,

/s/ Joseph M. Grant

Joseph M. Grant
Chairman and Chief Executive Officer

CONSENT STATEMENT
TABLE OF CONTENTS

SOLICITATION OF CONSENTS ................................................... 1

THE CONSENT PROCEDURE ...................................................... 2

REVOCATION OF SIGNED CONSENTS .............................................. 2

RECORD DATE AND VOTING SECURITIES .......................................... 2

CONSENT RIGHTS ............................................................. 3

OTHER MATTERS .............................................................. 3

PROPOSAL TO AMEND THE CERTIFICATE OF DESIGNATION OF THE 6.0% SERIES A
CONVERTIBLE PREFERRED STOCK ............................................. 3

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ............................ 4

INTEREST OF CERTAIN PARTIES IN MATTERS TO BE ACTED UPON .................... 7

FINANCIAL INFORMATION ...................................................... 7

ADDITIONAL INFORMATION ..................................................... 7

ANNEX A - CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF DESIGNATION

ANNEX B - WRITTEN CONSENT OF STOCKHOLDERS

TEXAS CAPITAL BANCSHARES, INC.
2100 McKinney Avenue
Suite 900
Dallas, Texas 75201

CONSENT STATEMENT
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SOLICITATION OF CONSENTS

This consent statement and the enclosed written consent are being mailed to our
stockholders in connection with the solicitation of written consents by the
board of directors of Texas Capital Bancshares, Inc., a Delaware corporation
("TCBI") and the holding company for Texas Capital Bank, N.A. This consent
solicitation is first being mailed to stockholders on or about August 28, 2002.
Stockholders are requested to mark, sign, and date the enclosed form of written
consent promptly, and return it via facsimile or regular mail in the enclosed
postage-paid envelope. Specific instructions are provided on the written consent
form.

These materials pertain to the following proposal as further described in this
consent statement:

An amendment to TCBI's Certificate of Designation of 6.0% Series A Convertible
Preferred Stock (the "Certificate of Designation") in order to provide for
adjustment, in the event of a stock dividend, stock split, reclassification or
other similar corporate action, of the price which would trigger automatic
conversion of the 6.0% Series A Convertible Preferred Stock (the "Preferred
Stock") to common stock upon (a) consummation of an initial public offering or
(b) quotation of the common stock of TCBI on the New York Stock Exchange or the
Nasdaq National Market for 30 consecutive trading days (the "Amendment").

The Amendment must be approved by holders of each of (a) a majority of the
outstanding shares of Preferred Stock, for which TCBI has already received the
requisite number of written consents; and (b) a majority (based on voting power)
of the outstanding shares of voting common stock, par value $0.01 (the "Common
Stock") and the Preferred Stock, voting on an as converted basis as set forth in
the Certificate of Designation, voting together as a single class (the Common
Stock and Preferred Stock are together referred to as the "Voting Stock"). As a
result of the one-for-one stock dividend that was declared by TCBI's board of
directors on July 30, 2002, holders of the Preferred Stock will have two votes
for every share of Preferred Stock owned as of the record date. The Amendment
will provide adjustment of the trigger price for the automatic conversion of the
Preferred Stock to Common Stock to reflect the declared one-for-one stock
dividend. No special meeting will be held to seek approval of the Amendment;
instead TCBI is soliciting your written consent for the Amendment.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU CONSENT TO THE AMENDMENT.
PLEASE COMPLETE, SIGN AND RETURN THE ACCOMPANYING WRITTEN CONSENT AS SOON AS
POSSIBLE.

Our principal executive office is located at 2100 McKinney Avenue, Suite 900,
Dallas, Texas 75201. If you have any questions about the procedures to be
followed to give your written consent, please call Pat O'Brien of TCBI, at (214)
932-6771.

TCBI will bear the entire cost of preparing, assembling, printing, and mailing
consent materials furnished by the board of directors to stockholders. In
addition to the solicitation of consents by mail, some of the officers,
directors, significant stockholders, employees, and agents of TCBI may, without
additional

compensation, solicit consents by telephone, facsimile, electronic mail, or
other electronic transmission, or personal interview, the cost of which TCBI
shall bear.

THE CONSENT PROCEDURE

Section 228 of the Delaware General Corporation Law and the bylaws of TCBI state
that, unless otherwise provided in the certificate of incorporation of TCBI any
action that may be taken at any annual meeting or special meeting of
stockholders may be taken without a meeting, without prior notice, and without a
vote, if consents in writing, setting forth the action so taken, are signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voting, and those
consents are delivered to the corporation. The written consent is attached
hereto as Annex B. We have enclosed an addressed return envelope postage paid
for you to return your executed and dated written consent. You may also send it
by facsimile to Roy Basa at (214) 871-8820. In the case of this consent
solicitation by TCBI, written, unrevoked consents of the holders of a majority
(based on voting power) of the outstanding shares, as of August 9, 2002, of
Voting Stock must be delivered to TCBI as described above to effect the action
as to which stockholder consents are being solicited hereunder.

All consents in this solicitation, regardless of when dated, shall expire unless
valid, unrevoked consents constituting a majority (based on voting power) of the
Voting Stock entitled to vote on the matter are delivered to TCBI within 60 days
of the earliest dated consent. Upon approval of the Amendment, as required by
Delaware law, TCBI shall promptly notify the stockholders who have not consented
to the Amendment.

REVOCATION OF SIGNED CONSENTS

A consent executed by a stockholder may be revoked by executing and delivering
to Corporate Communications, TCBI's agent, a written, dated revocation prior to
the time that signed unrevoked consents by holders of a majority (based on
voting power) of the outstanding shares of Voting Stock entitled to vote on this
matter have been delivered to the attention of Roy Basa. A revocation may be in
any written form validly signed by the record holder as long as it clearly
states that the consent previously given is no longer effective. A revocation
may be delivered via facsimile to the attention of Roy Basa at (214) 871-8820 or
via mail to Roy Basa at the following address: Corporate Communications, 4030
Harry Hines Blvd., Dallas, TX 75219.

RECORD DATE AND VOTING SECURITIES

Our board has fixed the close of business on August 9, 2002 as the record date
for the determination of stockholders entitled to give their consent with
respect to the Amendment. Only those stockholders who were holders of record of
Voting Stock at the close of business on August 9, 2002 will be entitled to
consent to the Amendment. Holders of the Preferred Stock shall vote on as "as
converted" basis and together with holders of Common Stock to consent to the
Amendment. In accordance with TCBI's Certificate of Designation and giving
effect to the one-for-one stock dividend declared by TCBI's board of directors
on July 30, 2002, holders of record of Preferred Stock will have two votes for
every one share of Preferred Stock held of record on August 9, 2002. As of
August 9, 2002, there were 9,225,243 shares of Common Stock (or 18,450,486
shares of Common Stock after giving effect to the one-for-one stock dividend)
and 1,057,142 shares of Preferred Stock outstanding.

CONSENT RIGHTS

Each share of Common Stock entitles the holder thereof to one vote on the
Amendment submitted to the stockholders.

As a result of the stock dividend declared on July 30, 2002, each share of
Preferred Stock is convertible into two shares of our common stock. Therefore,
when voting together as a single class with the holders of Common Stock with
respect to the Amendment, holders of Preferred Stock will be entitled to two
votes for every share of Preferred Stock held.

If a written consent form is executed but no indication is made as to what
action is to be taken, the written consent form will be deemed to constitute a
consent to the Amendment.

THIS IS A REQUEST FOR STOCKHOLDERS APPROVAL BY WRITTEN CONSENT. YOU ARE
REQUESTED TO INDICATE WHETHER YOU APPROVE OF THE AMENDMENT ON THE CONSENT
ENCLOSED HEREWITH AS ANNEX B AND TO RETURN THAT CONSENT TO US. AN ABSTENTION OR
FAILURE TO RETURN THE CONSENT WILL HAVE THE AFFECT OF VOTING AGAINST THE
AMENDMENT.

Under Delaware law and TCBI's Certificate of Incorporation, holders of TCBI's
capital stock will not be entitled to appraisal rights with respect to the
Amendment.

OTHER MATTERS

Other than the matter listed above, there are no additional matters
that will be presented for your consent.

PROPOSAL TO AMEND THE CERTIFICATE OF DESIGNATION
OF THE
6.0% SERIES A CONVERTIBLE PREFERRED STOCK

The board of directors of TCBI deems it advisable and believes that it is in the
best interests of TCBI and its stockholders to amend the Certificate of
Designation to provide for adjustment, in the event of a stock dividend, stock
split, reclassification or other similar corporate action, of the price which
would trigger automatic conversion of the Preferred Stock to common stock upon
(a) consummation of an initial public offering or (b) quotation of the common
stock of TCBI on the New York Stock Exchange or the Nasdaq National Market for
30 consecutive trading days. TCBI has already declared a one-for-one stock
dividend on common stock for stockholders of record on July 30, 2002. Under the
current Certificate of Designation, without regard to the Amendment, the price
at which automatic conversion would be triggered would not be adjusted to
account for the recent one-for-one stock dividend or any other subsequent stock
dividend, stock split or reclassification. The Amendment is necessary in order
to adjust the trigger price for the automatic conversion of the Preferred Stock
to reflect the one-for-one stock dividend recently declared by the board and any
other subsequent stock dividend, stock split or reclassification. The proposed
Amendment to the Certificate of Designation is attached hereto as Annex A.

In order to become effective, the Amendment must be approved by holders of each
of (a) a majority of the outstanding shares of Preferred Stock, for which TCBI
has already received the requisite number of written consents; and (b) a
majority (based on voting power) of the outstanding shares of Voting Stock.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table presents information regarding beneficial ownership of our
common stock as of June 30, 2002, as adjusted for the one-for-one stock dividend
declared on July 30, 2002, by:

. each person known by us to beneficially hold more than 5% of our
common stock or preferred stock;

. each of our directors;

. each of our named executive officers; and

. all of our executive officers and directors as a group.

Beneficial ownership is determined under the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Unless indicated below, to our knowledge, the persons and
entities named in the table have sole voting and sole investment power with
respect to all shares beneficially owned, subject to community property laws
where applicable. Shares of common stock subject to options and Preferred Stock
that are currently exercisable or convertible within 60 days of June 30, 2002
are deemed to be outstanding and to be beneficially owned by the person holding
the options or Preferred Stock for the purpose of computing the percentage
ownership of that person but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person. Percentage ownership is
based on 18,450,486 shares of our Common Stock outstanding (after giving effect
to the one-for-one stock dividend declared on July 30, 2002) and 1,057,142 of
convertible preferred stock outstanding on June 30, 2002.

Shares Beneficially Owned
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Name Number of Percentage Number of Percentage
Common Stock of Common Preferred of Preferred
Shares Stock** Stock Shares Stock
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C. Keith Cargill 188,368(1) 1.02% - -
Leo Corrigan III 88,000(2) * 9,000 *
James R. Erwin 70,000(3) * 12,000 1.14%
Joseph M. (Jody) Grant 881,586(4) 4.77% - -
Frederick B. Hegi, Jr. 213,518(5) 1.16% - -
James R. Holland, Jr. 479,036(6) 2.60% - -
Raleigh Hortenstine III 430,000(7) 2.31% 10,000 *
Gregory B. Hultgren 146,000(8) * - -

George F. Jones, Jr. 261,048(9) 1.41% - -
David Lawson 40,030(10) * - -
Larry Makel 183,200(11) * - -
Walter W. (Bo) McAllister III 45,500(12) * - -
Lee Roy Mitchell 216,218(13) 1.17% - -
Kenneth Morrison 494,093 2.67% 57,143 5.41%
Steve Rosenberg 48,000(14) * - -
John C. Snyder 405,732(15) 2.19% 80,000 7.57%
Robert W. Stallings 150,856(16) * 71,428 6.76%
SunTrust Banks, Inc. 114,284(17) - 57,142 5.41%
James Cleo Thompson, Jr. 176,358(18) * 20,000 1.89%
Ian J. Turpin 187,312(19) 1.01% - -
U.S. Bancorp Piper Jaffray Inc. 114,286(20) - 57,143 5.41%
Charles David Wood 102,270(21) * - -
All executive officers and directors as a
group (19 persons) 4,313,032 22.42%*** 202,428 19.15%

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* Less than 1% of the issued and outstanding shares.
** Percentages with respect to each person have been calculated on the
basis of 18,450,486 shares, the total number of shares of voting common
stock outstanding on June 30, 2002, plus the number of shares of voting
common stock which such person or group of persons has the right to
acquire based on the exercise of options or conversion of preferred
stock within 60 days after June 30, 2002.
*** Percentage is calculated on the basis of 18,450,486 shares, the total
number of shares of voting common stock outstanding on June 30, 2002
(after giving effect to the one-for-one stock dividend), plus the
aggregate number of shares of voting common stock which the executive
officers and directors have the right to acquire based on the exercise
of options or conversion of preferred stock within 60 days after
June 30, 2002.
(1) Includes 392 shares held by Mr. Cargill and 163,976 shares held by
Cargill Lakes Partners, Ltd., of which Mr. Cargill is te President of
its general partner, Cargill Lakes, Inc. Includes 24,000 shares of
common stock that may be acquired upon the exercise of options.
(2) Includes 9,000 shares of preferred stock, which are immediately
convertible into 18,000 shares of common stock, held by Corrigan
Securities, Inc., of which Mr. Corrigan is President, and 62,000 shares
held by Corrigan Securities, Inc., of which Mr. Corrigan is President.
Also includes 8,000 shares that may be acquired upon exercise of
options.
(3) Includes 28,000 shares held by Mr. Erwin and 12,000 shares of preferred
stock, which are immediately convertible into 24,000 shares of common
stock, held by Erwin, Graves & Associates, LP, of which Mr. Erwin is
the Managing Director and Partner. Also includes 18,000 shares that may
be acquired upon exercise of options.
(4) Includes 42,000 shares that may be acquired upon exercise of options
and 771,586 shares held by Mr. Grant. Also includes 68,000 shares which
are currently held in irrevocable trusts and of which Mr. Grant
disclaims beneficial ownership.
(5) Includes 137,132 shares held by Valley View Capital Corp. Retirement
Savings Trust for the benefit of Mr. Hegi, 24,252 shares held by the
F.B. Hegi Trust, of which Mr. Hegi is the beneficiary and 44,134 shares
held directly by Mr. Hegi. Includes 8,000 shares that may be acquired
upon exercise of options.
(6) Includes 471,036 shares held by Hunt Capital Partners, L.P. of which
Mr. Holland is President and Chief

Executive Officer. Also includes 8,000 shares that may be acquired
upon exercise of options that are issued in the name of Hunt Capital
Group, LLC.
(7) Includes 209,398 shares held by Hortenstine Family Investments, L.P.,
of which Mr. Hortenstine is the General Partner, 202 shares held by
Hortenstine Liquidity Trust, of which Mr. Hortenstine is the trustee,
70,400 shares held by Mr. Hortenstine, 10,000 shares of preferred stock
that are immediately convertible into 20,000 shares of common stock,
and 130,000 shares that may be acquired upon exercise of options.
(8) Includes 103,600 shares held by Mr. Hultgren and Rose M. Hultgren, as
tenants in common, 6,400 shares held by Mr. Hultgren and 36,000 shares
that may be acquired upon exercise of options.
(9) Includes 202,918 shares held by G & M Partners Ltd., of which Mr. Jones
is the Managing General Partner, 28,130 shares held directly by Mr.
Jones, and 30,000 shares that may be acquired upon exercise of options.
(10) Includes 32,030 shares held by Mr. Lawson and 8,000 shares that may be
acquired upon the exercise of options.
(11) Includes 152,198 shares held by The Makel Family Partnership, 1995,
Ltd. of which Mr. Makel is the General Partner, 23,002 shares held by
Mr. Makel and 8,000 shares that may be acquired upon exercise of
options.
(12) Includes 37,500 shares held directly by Mr. McAllister and 8,000 shares
that may be acquired upon the exercise of options.
(13) Includes 208,218 shares held by T&LRM Family Partnership Ltd. Mr.
Mitchell is the Chief Executive Officer of PBA Development, Inc., which
is the general partner of T&LRM. Also includes 8,000 shares that may be
acquired upon exercise of options.
(14) Includes 40,000 shares held by Mr. Rosenberg and 8,000 shares that may
be acquired upon exercise of options.
(15) Includes 237,732 shares held by Snyder Alternative Investments, L.P.,
of which Snyder Operating Company LLC is the general partner. Mr.
Snyder is the President of Snyder Operating Company LLC. Also includes
50,000 shares of preferred stock, which is immediately convertible into
100,000 shares of common stock, held by the NTS/JCS Charitable
Remainder Unitrust, of which Mr. Snyder is the trustee and 8,000 shares
that may be acquired upon exercise of options. Also includes 30,000
shares of preferred stock, which is immediately convertible into 60,000
shares of common stock, held by the Nancy and John Snyder Foundation.
Mr. Snyder disclaims beneficial ownership of the shares held by the
Nancy and John Snyder Foundation.
(16) Includes 71,428 shares preferred stock that are immediately convertible
into 142,856 shares of common stock and 8,000 shares that may be
acquired upon exercise of options.
(17) Includes 57,142 shares of preferred stock, which is immediately
convertible into 114,284 shares of common stock.
(18) Includes 16,218 shares held by Mr. Thompson, 32,040 shares held by Big
T Investments, of which Mr. Thompson is the principal, and 64,080
shares held by J. Cleo Thompson Life Estate Trust, of which Mr.
Thompson is the beneficiary. Also includes 16,020 shares of common
stock and 20,000 shares of preferred stock that are immediately
convertible into 40,000 shares of common stock and 8,000 shares that
may be acquired upon exercise of options that are issued in Mr.
Thompson's name.
(19) Includes 13,794 shares held by Mr. Turpin, 27,586 shares held by
Windermere LP, an entity of which Mr. Turpin can be deemed a
controlling person, and 137,932 shares held by LBJ Capital, L.P., an
entity of which Mr. Turpin can be deemed a controlling person. Also
includes 8,000 shares that may be acquired upon the exercise of
options.
(20) Includes 57,143 shares of preferred stock, which is immediately
convertible into 114,286 shares of common stock.
(21) Includes 160 shares held by Mr. Wood and 94,110 shares held by Wood
Limited Partnership, of which Mr. Wood is the General Partner. Also
includes 8,000 shares that may be acquired upon exercise of options
that are issued in Mr. Wood's name.

INTEREST OF CERTAIN PARTIES IN MATTERS TO BE ACTED UPON

Several of TCBI's directors and executive officers own, directly or indirectly,
shares of Preferred Stock and such shares would be covered by the Amendment, if
adopted, thereby causing automatic conversion of the Preferred Stock to Common
Stock under certain circumstances. It should be noted, however, that under the
current terms of the Preferred Stock, such directors and executive officers, as
well as any other holders of the Preferred Stock, have the right to voluntarily
convert at any time.

FINANCIAL INFORMATION

TCBI's most recent audited and unaudited financial statements and notes thereto,
and Management's Discussion and Analysis of Financial Condition and Results of
Operations are incorporated herein by reference to TCBI's Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on August 9, 2002,
including any subsequent amendments thereto.

ADDITIONAL INFORMATION

Stockholder Proposals for Annual Meeting Held in 2003

To be included in the proxy statement and form of proxy for the annual meeting
of stockholders to be held in 2003, a stockholder proposal must be received by
the Secretary of TCBI at the address on the front of this Consent Statement not
later than December 31, 2002. Any such proposal will be subject to Rule 14a-8 of
the rules and regulations of the SEC.

The bylaws of TCBI provide an advance notice procedure for certain business to
be brought before the Annual Meeting. In order for a stockholder to properly
bring business before the Annual Meeting, the stockholder must give written
notice to the Secretary of TCBI not less than one hundred eighty (180) days nor
more than two hundred seventy (270) days before the time originally fixed for
such meeting; provided, however, that in the event that less than thirty (30)
days notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be received
not later than the close of business on the tenth day following the day on which
such notice of the date of the Annual Meeting was mailed or such public
disclosure was made. The notice must include the stockholder's name, record
address and the class and number of shares owned by the stockholder and describe
briefly the proposed business, the reasons for bringing the business before the
Annual Meeting, and any material interest of the stockholder in the proposed
business. In the case of nominations to the Board, certain information regarding
the nominee must be provided.

Although the bylaw provisions do not give the board of directors any power to
approve or disapprove of stockholder nominations for the election of directors
or any other business desired by a stockholder to be conducted at the Annual
Meeting, the bylaw provisions may have the effect of precluding a nomination for
the election of directors or precluding the conduct of business at a particular
meeting if the proper procedures are not followed, and may discourage or deter a
third party from conducting a solicitation of proxies to elect its own slate of
directors or otherwise attempt to obtain control of TCBI, even if the conduct of
such business or such attempt might be beneficial to TCBI and its stockholders.

By Order of the Directors

/s/ Larry A. Makel

Larry A. Makel
Secretary

ANNEX A

CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF DESIGNATION OF THE
6.0% SERIES A CONVERTIBLE PREFERRED STOCK

Texas Capital Bancshares, Inc., a corporation organized and existing under
and by virtue of Section 242 of the General Corporation Law of the State of
Delaware (the "Corporation"),

DOES HEREBY CERTIFY:

FIRST: That the holders of the 6.0% Series A Convertible Preferred Stock,
$0.01 par value per share and the holders of common stock, par value $.01 par
value per share, adopted a resolution by written consent, in accordance with
Section 228 of the General Corporation Law, proposing and declaring the
following amendment to the Certificate of Designation of the 6.0% Series A
Convertible Preferred Stock of said Corporation (the "Certificate of
Designation"):

RESOLVED, that Section 4(a) of the Certificate of Designation is hereby
amended in its entirety to read as follows:

4(a). The Series A Preferred Stock will automatically convert into one (1)
share of authorized but unissued Common Stock (the "Conversion Rate")
upon the occurrence of any of the following: (i) any transaction,
whether by merger, consolidation, asset sale, tender offer, reverse
stock split, or otherwise, which results in the acquisition of
beneficial ownership (as such term is defined under the rules and
regulations promulgated under the Securities Exchange Act of 1934, as
amended) by any person or entity, or any group of persons or entities
acting in concert, of 50% or more of the outstanding shares of Common
Stock of the Corporation; (ii) the sale of all or substantially all
of the assets of the Corporation, (iii) the Common Stock is
authorized for trading on the New York Stock Exchange or the Nasdaq
National Market and the market value per share of the Common Stock is
$17.50 per share or greater (the "Quoted Price") as of the market
close for thirty consecutive trading days; (iv) the Corporation
consummates an underwritten public offering of any shares of Common
Stock at a price of $17.50 per share or higher (the "IPO Price"), or
(v) the capital adequacy guidelines published by the Board of
Governors of the United States Federal Reserve system are changed in
any manner which results in the Series A Preferred Stock no longer
qualifying as Tier I Capital under such guidelines.

The Quoted Price and the IPO Price shall be adjusted accordingly,
consistent with Section 4(f)(i), if the Corporation on or after July
30, 2002 (A) declares or makes a distribution or dividend on its
Common Stock in shares of its capital stock, (B) subdivides its
outstanding shares of Common Stock into a greater number of shares,
(C) combines its outstanding shares of Common Stock into a smaller
number of shares or (D) issues by reclassification of its shares of
Common Stock (including any reclassification in connection with a
consolidation or merger in which the Corporation is the continuing
corporation) any shares of Common Stock.

ANNEX B

WRITTEN CONSENT OF STOCKHOLDERS
OF TEXAS CAPITAL BANCSHARES, INC.
TO ACTION WITHOUT A MEETING

THIS CONSENT IS BEING SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF TEXAS CAPITAL BANCSHARES, INC.

Unless otherwise indicated below, the undersigned, a stockholder on August 9,
2002 (the "Record Date"), of Texas Capital Bancshares, Inc., a Delaware
corporation ("TCBI") and the holding company for Texas Capital Bank, N.A.,
hereby consents, pursuant to Section 228 of the General Corporation Law of the
State of Delaware, with respect to all shares of common stock, par value $0.01
per share, and all shares of 6.0% Series A Convertible Preferred Stock par value
$0.01 per share, of TCBI (holders of Preferred Stock will have the voting power
of two votes for each share of Preferred Stock owned), held by the undersigned,
to the following action without a meeting, without prior notice and without a
vote.

RESOLVED, that Section 4(a) of the Certificate of Designation is hereby amended
in its entirety to read as follows:

To consent, withhold consent or abstain from consenting to the Amendment set
forth below, check the appropriate box below. If no box is marked below with
respect to the Amendment, you will be deemed to have consented to the Amendment.

[__] CONSENT [__] WITHHOLD CONSENT [__] ABSTAIN

DATED: ________________________________

_______________________________________ ____________________________________
(Print name, or names if held jointly) (Title or authority of authorized
person, if applicable)

_______________________________________ ____________________________________
(Signature of record shareholder or (Signature, if held jointly)
person authorized to sign on behalf
of record shareholder)

Please sign exactly as your name(s) appears on your stock certificate. If shares
of stock stand of record in the names of two or more persons or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the consent. If shares of stock are held of record by a
corporation, the consent should be executed by a duly authorized officer,
indicating his or her title. Executors, trustees, guardians, administrators or
other fiduciaries should sign in their official capacity, giving their full
title as such. If a partnership, please sign in the partnership name by an
authorized person(s) and indicate full title of signatory. Please date the
consent above.

PLEASE MARK, DATE, SIGN AND RETURN THE CONSENT PROMPTLY, USING THE ENCLOSED
ENVELOPE, IF RETURNING THE CONSENT BY MAIL, OR FAX THE COMPLETED CONSENT TO THE
ATTENTION OF ROY BASA TO (214) 871-8820.