Texas United Bancshares Inc Sample Contracts

EXHIBIT 1.1 _________ Shares of Common Stock (Par Value $1.00 Per Share) FORM OF UNDERWRITING AGREEMENT
Texas United Bancshares Inc • July 20th, 2004 • National commercial banks • Missouri
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FORM OF EXECUTIVE DEFERRED COMPENSATION AGREEMENT
Compensation Agreement • May 31st, 2002 • Texas United Bancshares Inc • Blank checks • Texas
FORM OF STOCK OPTION AGREEMENT
Form of Stock Option Agreement • March 20th, 2002 • Texas United Bancshares Inc • Texas
EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • July 24th, 2006 • Texas United Bancshares Inc • National commercial banks • Texas

This Agreement is being entered into in connection with the Agreement and Plan of Reorganization, dated as of July 18, 2006, by and between Prosperity Bancshares, Inc. (“Prosperity”) and Texas United (the “Merger Agreement”), and the Employee’s obligations with respect to Texas United are effective as of the date of execution of this Agreement and the Employee’s obligations with respect to Prosperity Bank are effective as of the first day following the Closing Date (as defined in the Merger Agreement).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and between TEXAS UNITED BANCSHARES, INC. and GNB BANCSHARES, INC. Dated as of April 29, 2004 and Amended and Restated on June 14, 2004 (as of April 29, 2004)
Agreement and Plan of Merger • June 16th, 2004 • Texas United Bancshares Inc • National commercial banks • Texas

This Amended and Restated Agreement and Plan of Merger (the “Agreement”) dated as of April 29, 2004 and amended and restated on June 14, 2004 (as of April 29, 2004), is by and between Texas United Bancshares, Inc. (“Texas United”), a Texas corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (“BHC Act”), and GNB Bancshares, Inc. (“GNB”), a Texas corporation and registered bank holding company under the BHC Act. This Agreement amends and restates the Agreement and Plan of Merger dated as of April 29, 2004 by and between Texas United and GNB (the “Original Agreement”).

FORM OF DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • May 31st, 2002 • Texas United Bancshares Inc • Blank checks
AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 27th, 2006 • Texas United Bancshares Inc • National commercial banks • Texas

THIS AMENDMENT (“Amendment”) is made as of December 20, 2006 by and between Texas United Bancshares, Inc. (hereinafter referred to as “Employer”) and L. Don Stricklin (hereinafter referred to as “Executive”).

AGREEMENT AND PLAN OF REORGANIZATION by and between TEXAS UNITED BANCSHARES, INC. and GATEWAY HOLDING COMPANY, INC. Dated as of May 2, 2005
Agreement and Plan of Reorganization • May 3rd, 2005 • Texas United Bancshares Inc • National commercial banks • Texas

This Agreement and Plan of Reorganization (the “Agreement”) dated as of May 2, 2005, is by and between Texas United Bancshares, Inc. (“Texas United”), a Texas corporation and financial holding company pursuant to the Gramm-Leach-Bliley Act and bank holding company registered under the Bank Holding Company Act of 1956, as amended (“BHC Act”), and Gateway Holding Company, Inc. (“Gateway”), a Texas corporation and bank holding company registered under the BHC Act.

EMPLOYMENT AGREEMENT
Employment Agreement • February 3rd, 2006 • Texas United Bancshares Inc • National commercial banks • Texas

This Employment Agreement (this “Agreement”) is made as of the 30th day of January, 2006 (the “Effective Date”), by and between Texas United Bancshares, Inc. (hereinafter called the “Employer”) and L. Don Stricklin (hereinafter called the “Executive”), an individual who resides in La Grange, Texas.

EMPLOYMENT AGREEMENT
Employment Agreement • September 2nd, 2005 • Texas United Bancshares Inc • National commercial banks • Texas

This Employment Agreement (this “Agreement”) is effective as of the day of , 2005 (the “Effective Date”), by and between Texas United Bancshares, Inc. (hereinafter called the “Employer” or “Texas United”) and William Gene Payne (hereinafter called the “Executive”), an individual who resides in , Texas.

AGREEMENT AND PLAN OF REORGANIZATION by and among TEXAS UNITED BANCSHARES, INC., STATE BANK and THE EXPRESS BANK OF TEXAS Dated as of October 26, 2005
Agreement and Plan of Reorganization • October 31st, 2005 • Texas United Bancshares Inc • National commercial banks • Texas

This Agreement and Plan of Reorganization (the “Agreement”) dated as of October 26, 2005, is by and among Texas United Bancshares, Inc. (“Texas United”), a Texas corporation and financial holding company pursuant to the Gramm-Leach-Bliley Act and bank holding company registered under the Bank Holding Company Act of 1956, as amended (“BHC Act”), State Bank (the “Bank”), a Texas banking association and wholly owned subsidiary of Texas United, and The Express Bank of Texas (“Express”), a Texas banking association located in Round Rock, Texas.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 2nd, 2006 • Texas United Bancshares Inc • National commercial banks • Texas

In effecting sales, brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Broker-dealer transactions may include:

EMPLOYMENT AGREEMENT
Employment Agreement • January 20th, 2006 • Texas United Bancshares Inc • National commercial banks • Texas

This Employment Agreement (this “Agreement”) is made as of the day of , 2006 (the “Effective Date”), by and between Texas United Bancshares, Inc. (hereinafter called the “Employer”) and Kent McCune (hereinafter called the “Executive”), an individual who resides in Fort Worth, Texas.

AGREEMENT AND PLAN OF REORGANIZATION by and between TEXAS UNITED BANCSHARES, INC. and NORTHWEST BANCSHARES, INC. Dated as of November 22, 2005
Agreement and Plan of Reorganization • November 23rd, 2005 • Texas United Bancshares Inc • National commercial banks • Texas

This Agreement and Plan of Reorganization (the “Agreement”) dated as of November 22, 2005, is by and between Texas United Bancshares, Inc. (“Texas United”), a Texas corporation and financial holding company pursuant to the Gramm-Leach-Bliley Act and bank holding company registered under the Bank Holding Company Act of 1956, as amended (“BHC Act”), and Northwest Bancshares, Inc. (“Northwest”), a Texas corporation and bank holding company registered under the BHC Act.

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