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 Stockholders of said Corporation (the "Stockholders"),
adopted a resolution proposing and declaring the following amendment 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 one hundred million
     (100,000,000) shares of Common Stock, $.01 par value and ten million
     (10,000,000) 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."



IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
Joseph M. Grant, its Chairman of the Board of Directors, and Raleigh
Hortenstine, III, its President, this 21st day of May, 2002.


                                             /s/ Joseph M. Grant
                                             -----------------------------------
                                             Joseph M. Grant
                                             Chairman of the Board of Directors

                                             /s/ Raleigh Hortenstine III
                                             -----------------------------------
                                             Raleigh Hortenstine, III
                                             President