<PAGE> 1
EXHIBIT 3.4
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
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 Board of Directors of said Corporation, adopted a
resolution proposing and declaring the following amendments to the Certificate
of Incorporation of said Corporation:
RESOLVED, that ARTICLE IV of the Certificate of Incorporation is hereby
amended in its entirety to read as follows:
"ARTICLE IV
The total number of shares of capital stock which the
Corporation shall have the authority to issue is twenty million
(20,000,000) shares of Common Stock, $.01 par value and two million
five hundred thousand (2,500,000) shares of Preferred Stock, $.01 par
value. Unless specifically provided otherwise herein, the holders of
Common Stock shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to
participate. The board of directors may determine the powers,
designations, dividend rate, if any, preferences and relative,
participating, optional or other special rights, including voting
rights, and the qualifications, limitations or restrictions thereof, of
each class of capital stock and of each series within any such class
and may increase or decrease the number of shares within each such
class or series; provided, however, that the board of directors may not
decrease the number of shares within a class or series to less than the
number of shares within such class or series that are then issued and
may not increase the number of shares within a series above the total
number of authorized shares of the applicable class for which the
powers, designations, preferences and rights have not otherwise been
set forth herein. Attached hereto as Exhibit "A" and incorporated
herein by reference is a statement of the rights, preferences,
privileges, restrictions and other terms in respect of the first series
of Common Stock, designated as Series A-1 Nonvoting Common Stock."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by Joseph M. Grant, its Secretary, this 9th day of December, 1998.
/s/ JOSEPH M. GRANT
---------------------------
Joseph M. Grant, Secretary
<PAGE> 2
EXHIBIT "A"
TEXAS CAPITAL BANCSHARES, INC.
CERTIFICATE OF POWERS, DESIGNATIONS,
PREFERENCES AND RIGHTS OF
SERIES A-1 NONVOTING COMMON STOCK
The powers, designations, preferences and rights of the Series A-1
Nonvoting Common Stock ("Series A-1 Common Stock") of Texas Capital Bancshares,
Inc. (the "Corporation") are as follows:
(a) Voting Rights. The holders of Series A-1 Common Stock
shall not have any voting rights, except as otherwise required by
applicable law, in which case holders of Series A-1 Common Stock shall
vote (at the rate of one vote per share of Series A-1 Common Stock
held) as a single class on such matter unless otherwise required by
law.
(b) Dividends. The Board of Directors of the Corporation may
cause dividends to be paid to the holders of shares of Common Stock and
Series A-1 Common Stock out of funds legally available for the payment
of dividends by declaring an amount per share as a dividend. When and
as dividends or other distributions (including without limitations any
grant or distribution of rights to subscribe for or purchase shares of
capital stock or securities or indebtedness convertible into capital
stock of the Corporation) are declared, whether payable in cash, in
property or in shares of stock of the Corporation (subject to the
limitations set forth herein), the holders of Common Stock and Series
A-1 Common Stock shall be entitled to share equally, share for share,
in such dividends or other distributions as if all such shares were of
a single class. No dividends or other distributions shall be declared
or paid in shares of Common Stock or Series A-1 Common Stock or
options, warrants or rights to acquire such stock or securities
convertible into or exchangeable for shares of such stock, except
dividends or other distributions payable to all of the holders of
Common Stock and Series A-1 Common Stock ratably according to the
number of shares of Common Stock and Series A-1 Common Stock held by
them, in shares of Common Stock to holders of that class of stock and
Series A-1 Common Stock to holders of that class of stock.
(c) Liquidation Rights. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of
the Corporation holders of Common Stock and Series A-1 Common Stock
shall be entitled to share equally, share for share, in all assets of
the Corporation available for distribution to its stockholders as if
all such shares were of a single class.
(d) Conversion.
(1) Each share of Series A-1 Common Stock shall be
convertible into one share of Common Stock, solely to increase
a holder's ownership to no more than 4.9% of the Corporation's
fully diluted Common Stock, upon delivery to the Corporation
of a certificate (and a legal opinion if requested by the
Corporation), signed by or on behalf of the holder or holders
seeking such conversion, to the effect that after such
conversion such holder or holders will not own more than 4.9%
of the Common Stock. Any conversion of shares of Series A-1
Common Stock into shares of Common Stock pursuant to this
Clause (d)(1) shall be effected by the delivery to the
Corporation at its principal executive office of the
certificates representing shares to be converted, duly
endorsed, together with written instructions that the shares
are to be converted, and accompanied by the required
certificate described herein.
<PAGE> 3
(2) The Corporation shall at all times reserve and
keep available out of its authorized but unissued Common
Stock, solely for the purpose of effecting conversions
pursuant to this Article, the full number of shares of Common
Stock issuable upon the conversion of all shares of Series A-1
Common Stock then outstanding and entitled to convert, and
shall take all such action and obtain all such permits or
orders as may be necessary to enable the Corporation lawfully
to issue such shares upon any such conversion.
