TEXAS CAPITAL BANCSHARES, INC. AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT IRREVOCABLE TRUST

Exhibit 10.2

TEXAS CAPITAL BANCSHARES, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT
IRREVOCABLE TRUST

     THIS AMENDED AND RESTATED IRREVOCABLE TRUST AGREEMENT is made this 2^nd day of November 2004 by and between Texas Capital Bancshares, Inc. (“Bancshares”) and Texas Capital Bank, National Association (the “Trustee”).

     WHEREAS, Bancshares has adopted a nonqualified deferred compensation agreement (the “Deferred Compensation Agreement”) by and between Bancshares and Joseph M. Grant (the “Employee”); and

     WHEREAS, Bancshares has incurred or expects to incur liability under the terms of such Deferred Compensation Agreement with respect to the Employee; and

     WHEREAS, Bancshares has granted Employee 90,000 restricted stock units (the “Restricted Stock Units”) pursuant to the Amended and Restated Texas Capital Bancshares, Inc. 1999 Omnibus Stock Plan (the “Stock Plan”, and collectively with the Deferred Compensation Agreement, the “Compensation Agreements”); and

     WHEREAS, Bancshares has established this trust (hereinafter called the “Trust”) and has contributed to the Trust, assets that shall be held herein, subject to the claims of Bancshares’ creditors in the event of Bancshares’ Insolvency (as herein defined) until paid to the Employee and his beneficiaries in such manner and at such times as specified in the Compensation Agreements; and

     WHEREAS, Bancshares desires to amend and restate the Trust for the purpose of (i) amending and restating that certain Deferred Compensation Trust by and between Bancshares and Northern Trust Bank of Texas, N.A. (“Northern Trust”), dated December 20, 1999, (ii) replacing Northern Trust as the trustee, and (iii) including the Restricted Stock Units as assets held by the Trust; and

     WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of either of the Compensation Agreements as an unfunded arrangement; and

     WHEREAS, it is the intention of Bancshares to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Deferred Compensation Agreement.

     NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. ESTABLISHMENT OF TRUST

1.1 Bancshares has previously deposited with Trustee, in trust, the sum of $100 that became the initial principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Subsequent to such initial deposit, Bancshares has deposited with Trustee certain shares of Bancshares common stock to be held by the Trustee. Concurrently with the amendment and restatement of this Trust Agreement, Bancshares will deposit certain additional shares of Bancshares common stock which underlie issued and vested Restricted Stock Units.

1.2 The Trust hereby established shall be irrevocable.

1.3 The Trust is intended to be a grantor trust, of which Bancshares is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

1.4 The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Bancshares and shall be used exclusively for the uses and purposes of the Employee and general creditors as herein set forth. The Employee and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Compensation Agreements and this Trust Agreement shall be mere unsecured contractual rights of the Employee and his beneficiaries against Bancshares. Any assets held by the Trust will be subject to the claims of Bancshares’ general creditors under federal and state law in the event of Insolvency.

1.5 Bancshares may, in its sole discretion, at any time, or from time to time, make additional deposits with the Trustee to augment the principal to be held, administered, or disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor the Employee nor any beneficiary shall have any right to compel such additional deposits.

Section 2. PAYMENTS TO EMPLOYEE AND HIS BENEFICIARIES.

2.1 Bancshares shall deliver to Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of the Employee (and his beneficiaries), that provides directions to Trustee regarding the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Compensation Agreements), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Employee and his beneficiaries in accordance with such Payment Schedule. Bancshares shall have the sole responsibility for all tax withholding filings and reports. Trustee shall withhold such amounts from distributions as Bancshares directs and shall follow the instructions of Bancshares with respect to remission of such withheld amounts to appropriate governmental authorities.

2.2 The entitlement of the Employee or his beneficiaries to benefits under the Compensation Agreements shall be determined by Bancshares or such party as it shall designate under the Compensation Agreements, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Compensation Agreements.

2.3 Bancshares may make payment of benefits directly to the Employee or his beneficiaries as they become due under the terms of the Compensation Agreements. Bancshares shall notify

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Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to the Employee or his beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Compensation Agreements, Bancshares shall make the balance of each such payment as it falls due. Trustee shall notify Bancshares where principal and earnings are not sufficient to make a payment then due under the Payment Schedule.

3.1 Trustee shall cease payment of benefits to the Employee and his beneficiaries if Bancshares is Insolvent. Bancshares shall be considered “Insolvent” for purposes of this Trust Agreement if (i) Bancshares is unable to pay its debts as they become due, (ii) Bancshares is subject to a pending proceeding as a debtor under the United States Bankruptcy Code; or (iii) Bancshares is determined to be Insolvent by a state or federal regulatory banking authority exercising jurisdiction over Bancshares.

3.2 At all times during the continuance of this Trust, as provided in Section 1 hereof, the principal and income of the Trust shall be subject to claims of general creditors of Bancshares under federal and state law as set forth below.

          (a.) The board of directors and the Chief Executive Officer of Bancshares shall have the duty to inform Trustee in writing of Bancshares’ Insolvency. If a person claiming to be a creditor of Bancshares alleges in writing to Trustee that Bancshares has become Insolvent, Trustee shall determine whether Bancshares is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to the Employee or his beneficiaries.

          (b.) Unless Trustee has actual knowledge of Bancshares’ Insolvency, or has received notice from Bancshares or a person claiming to be a creditor alleging that Bancshares is Insolvent, Trustee shall have no duty to inquire whether Bancshares is Insolvent. Trustee may in all events rely on such evidence concerning Bancshares’ solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Bancshares’ solvency. In no event shall “actual knowledge” be deemed to include knowledge of Bancshares’ credit status held by banking officers or banking employees of Trustee that has not been