Exhibit 10.1  





SOUTHWEST
BANCORPORATION OF TEXAS, INC. 




DIRECTOR AND OFFICER
INDEMNITY AGREEMENT 



        This
instrument evidences an INDEMNITY AGREEMENT, effective as of December 31, 2004, made
between Southwest Bancorporation of Texas, Inc., a Texas corporation (“the
Corporation”), and ______________________ (the “Indemnified Party”). 



Recitals



        WHEREAS,
the Indemnified Party is an officer or a member of the Board of Directors of the
Corporation and in such capacity is performing valuable services for the Corporation and
the Corporation wishes the Indemnified Party to continue in such capacity and the
Indemnified Party is willing, under certain circumstances, to continue in such capacity; 



        WHEREAS,
the Indemnified Party may from time to time serve as a director, officer, employee, agent,
or fiduciary of other corporations, partnerships, joint ventures, trusts, or other
enterprises, entities, or plans at the request of the Corporation to pursue the
Corporation’s interests; 



        WHEREAS,
the Articles of Incorporation (“the Articles”) of the Corporation provide for
the mandatory indemnification of persons serving as directors, officers, employees, and
agents of the Corporation or serving, at the request of the Corporation, as directors,
officers, partners, or trustees of another foreign or domestic corporation, partnership,
joint venture, trust or employee benefit plan permitted by Section B of Section 2.02-1 of
the Texas Business Corporation Act (“the State Statute”); 



        WHEREAS,
in accordance with the authorization provided by the State Statute, the Corporation has
purchased and will maintain a policy of Directors’ and Officers’ Liability
Insurance (“D&O Insurance”) covering certain liabilities that may be
incurred by its directors and officers in the performance of their services for the
Corporation, possibly including certain liabilities for which indemnification by the
Corporation is not authorized or permitted under the State Statute; 



        WHEREAS,
uncertainties with respect to the terms and availability of D&O Insurance and with
respect to the application, amendment, and enforcement of statutory and by-law
indemnification provisions make it desirable to supplement and enhance the adequacy and
reliability of the protection afforded to directors and officers thereby; and 



        WHEREAS,
to supplement and enhance the protection afforded the Indemnified Party and to induce the
Indemnified Party to continue to serve as a member of the Board of Directors or as an
officer or both of the Corporation, the Corporation has determined and agreed to enter
into this Agreement with the Indemnified Party, which has been approved and adopted by the
Corporation’s Board of Directors. 



 
















	



Agreement



        NOW,
THEREFORE, in consideration of the Indemnified Party’s continued service as a
director or an officer or both of the Corporation after the date hereof the parties hereto
agree as follows: 



             Definitions.       
          For purposes of this Agreement: 



        “Litigation
Costs” means costs, charges, expenses, and obligations, including, without
limitation, all bonds, expenses of investigation, fees and expenses of experts,
accountants or other professionals, travel and lodging expenses, court costs, transcript
costs, duplicating costs, printing and binding costs, telephone charges, postage, delivery
fees, and attorneys’ fees, retainers and expenses, reasonably incurred or contracted
for in the investigation, defense, or prosecution of or other involvement in any
Proceeding and any appeal therefrom, and all costs of appeal, attachment, supersedeas, and
other bonds that may be relevant to any Proceeding. A determination of the reasonableness
of expenses shall be made pursuant to the procedure set forth in Section 10(b). 



        “Losses”
means the total of all amounts which the Indemnified Party becomes, or may become, legally
obligated to pay in connection with any Proceeding, including (without limitation)
judgments, penalties (including excise and similar taxes), fines, court or investigative
costs, amounts paid in settlement, amounts lost or ordered forfeited pursuant to
injunctive sanctions, and all Litigation Costs. 



        “Proceeding”
means any threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative, any appeal in such an action,
suit or proceeding, and any inquiry or investigation that could lead to such an action
suit or proceeding, whether formal or informal. 



        SECTION 1.  Indemnity of the
Indemnified Party. The Corporation hereby agrees to indemnify the Indemnified Party to
the fullest extent authorized or permitted by the provisions of the State Statute,
including, but not limited to, the maximum extent required or permitted by any amendment
thereof or other statutory provision authorizing or permitting such indemnification which
is adopted after the date hereof. 



        SECTION 2.  Additional
Indemnity. In addition to and not in substitution for or diminution of the obligations
of indemnification set forth in Section 1 hereof, the Corporation hereby further
agrees to indemnify the Indemnified Party to the fullest extent permitted by law against
any and all Litigation Costs and Losses of the Indemnified Party in connection with any
Proceeding to which the Indemnified Party is, was or at any time becomes a party, or is
threatened to be made a party or otherwise becomes involved (other than as plaintiff
except where being a plaintiff or intervenor is necessary to avoid res judicata or
collateral estoppel or other estoppel or other result as to matters which may adversely
impact the Indemnified Party) by reason of the fact that the Indemnified Party is, was, or
at any time becomes a director, officer, employee, agent, or fiduciary of the Corporation,
or is or was serving or at any time serves at the request of the Corporation as a
director, officer, employee, agent, or fiduciary of another corporation, partnership,
joint venture, trust, or other enterprise or of any benefit plan related to the business
and affairs of the Corporation. 



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        SECTION 3.  Limitations on
Indemnity. No amounts of indemnity pursuant to Section 1 or 2 hereof shall be
paid by the Corporation: 



             (a)    
          except to the extent permitted by the State Statute; 



             (b)    
          for any amounts of indemnity hereunder of any type whatsoever (including,
          without limitation, judgments, fines, excise taxes and penalties, and amounts
          paid in settlement) for which payment is actually made to the Indemnified Party
          under a valid and collectible policy of D&O Insurance, or under a valid and
          enforceable indemnity clause, bylaw or other agreement, except in respect of any
          excess beyond payment under such insurance, clause, bylaw, or agreement; 



             (c)    
          on account of the Indemnified Party’s conduct which is finally adjudged in
          any Proceeding to have been knowingly fraudulent, deliberately dishonest, or an
          act or omission involving willful misconduct; 



             (d)    
          if a final non-appealable decision by a court having jurisdiction over the
          parties and the subject matter shall determine that such indemnification is not
          lawful; or 



             (e)    
          if such indemnity is prohibited by Section 18(k) of the Federal Deposit
          Insurance Act (12 U.S.C. §1828(k)) and the regulations promulgated
          thereunder or any similar limitation imposed by state or federal banking law or
          regulation. 



        SECTION 4.  Insurance. The
Corporation shall maintain in full force and effect, at its own expense, D&O Insurance
coverage for each director and officer in amounts and scope at least as favorable as that
maintained by the Corporation on the date hereof, or, to the extent more favorable, any
D&O Insurance policy entered into or renewed by the Corporation after such date.
Notwithstanding the foregoing, if the Corporation, after using its best efforts, cannot
obtain and purchase such coverage for an amount no more than what it paid for the most
recent expiring D&O Insurance policy plus a reasonable additional amount, the
Corporation only shall be required to purchase such D&O Insurance coverage for any act
or omission occurring at or prior to the time of such date. 



        SECTION 5.  Continuation of
Indemnity. All agreements and obligations of the Corporation contained herein shall
continue during the period the Indemnified Party is a director, officer, employee, agent,
or fiduciary of the Corporation (or is or was serving at the request of the Corporation as
a director, officer, employee, agent, or fiduciary of another corporation, partnership,
joint venture, trust, or other enterprise or any benefit plan related to the business and
affairs of the Corporation or of any of its affiliates, subsidiaries, associates, or other
entities in which it is interested) and shall continue thereafter so long as the
Indemnified Party shall be subject to any possible Litigation Costs or Losses in any
Proceeding or other loss or expense that such Indemnified Party would be indemnified for
pursuant to the State Statue by reason of the fact that the Indemnified Party was a
director, officer, employee, agent, or fiduciary of the Corporation (or is or was serving
at the request of the Corporation as a director, officer, employee, agent, or fiduciary of
another corporation, partnership, joint venture, trust, or other



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enterprise or any such
benefit plan); during such period, except as required by law, the Corporation shall take
no action to amend, eliminate, or terminate any provisions in the Articles or the D&O
Insurance that would eliminate or limit the rights of the Indemnified Party to
exculpation, indemnity, right to reimbursement of expenses, or other such similar
protection. 



        SECTION 6.  Notification and
Defense of Claim. Promptly after receipt by the Indemnified Party of notice of the
commencement of any Proceeding, the Indemnified Party shall, if a claim in respect thereof
is to be made against the Corporation under this Agreement, give written notice to the
Corporation of the commencement thereof as promptly as practicable; but the omission so to
notify the Corporation will not relieve the Corporation from any liability that it may
have to the Indemnified Party unless the Corporation can demonstrate by clear and
convincing evidence that it was materially prejudiced by the failure to receive such
notice. With respect to any such Proceeding as to which the Indemnified Party becomes
involved: 



             (a)    
          The Corporation will be entitled to participate therein at its own expense. 



             (b)    
          Except as otherwise provided below, to the extent that it may wish, the
          Corporation may, jointly with any other indemnifying party, assume the defense
          thereof, with outside counsel that must be reasonably satisfactory to the
          Indemnified Party. After notice from the Corporation to the Indemnified Party of
          its election so to assume the defense thereof (and consent of the Indemnified
          Party as to the Corporation’s choice of outside counsel, which consent will
          not be unreasonably withheld), the Corporation will be liable to the Indemnified
          Party under this Agreement for all Litigation Costs (subject to Section 4
          above and other than as provided below with respect to attorneys’ fees)
          incurred in connection therewith. The Indemnified Party shall have the right to
          employ personal counsel in such Proceeding, but the fees and expenses of such
          counsel incurred after notice from the Corporation of its assumption of the
          defense thereof (and consent of the Indemnified Party as to the
          Corporation’s choice of outside counsel) shall be at the expense of the
          Indemnified Party, unless (i) the employment of counsel for the Indemnified
          Party has been authorized by the Corporation, (ii) the Indemnified Party
          shall have concluded in good faith that there may be a conflict of interest
          between the Corporation and the Indemnified Party in the conduct of the defense
          (or part of the defense) of such action, or (iii) the Corporation in fact
          shall not have employed counsel to assume the defense of such action, in each of
          which cases the fees and expenses of counsel shall be at the expense of the
          Corporation. The Corporation shall not be entitled to assume the defense of any
          Proceeding brought by or on behalf of the Corporation or as to which the
          Indemnified Party shall have made the conclusion provided for in clause (ii) of
          this Section 7(b). 



             (c)    
          The Corporation shall not be liable to indemnify the Indemnified Party under
          this Agreement for any Losses paid in settlement of any Proceeding or claim
          effected without its written consent. The Corporation shall not settle any
          Proceeding or claim in any manner that would impose any penalty, sanction, or
          limitation on the Indemnified Party, or otherwise effectively indicate the
          existence of any wrongful act by the Indemnified Party, without the Indemnified
          Party’s written consent. Neither the Corporation nor the Indemnified Party
          shall unreasonably withhold its consent to any proposed settlement. Without
          intending to limit the circumstances in which it would be unreasonable for the
          Corporation to withhold its consent to a settlement, the parties hereto agree it
          would be unreasonable for the Corporation to withhold its consent to a
          settlement in an amount that did not exceed, in the business judgment of the
          Board




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of Directors of the Corporation, the estimated amount of Litigation Costs
          of the Indemnified Party to litigate the Proceeding to conclusion, provided that
          there is no other materially adverse consequence to the Corporation from such
          settlement. 



        SECTION 7.  No Presumptions.
The termination of any Proceeding by judgment, order, settlement, or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that (i) the Indemnified Party did not act in good faith, (ii) with
respect to any criminal action or proceeding, the Indemnified Party had reasonable cause
to believe that his or her conduct constituted a criminal violation, or (iii) the
Indemnified Party was knowingly fraudulent, deliberately dishonest, or committed an act,
or made an omission, involving willful misconduct. 



        SECTION 8.  Mandatory Advancement
of Expenses. At the request of the Indemnified Party, Litigation Costs incurred or
contracted for by him or her in any Proceeding shall be paid by the Corporation on a
continuing and current basis, in advance of the final disposition of such matter, only if
the Indemnified Party makes a written (i) affirmation by such Indemnified Party that it is
the Indemnified Party’s good faith belief that he or she has met the standard of
conduct necessary for indemnification under the State Statute and (ii) undertaking that,
if it shall be ultimately determined that the Indemnified Party was not entitled to be
indemnified therefor or was not entitled to be fully indemnified therefor, the Indemnified
Party shall repay to the Corporation the amount, or the appropriate portion thereof, so
advanced. Such advancement and current payment of Litigation Costs by the Corporation
shall be made promptly (but in any event within ten days) after receipt by the Corporation
of the Indemnified Party’s request therefor. 



        SECTION 9.  Repayment of
Expenses. The Indemnified Party agrees that the Indemnified Party will reimburse the
Corporation for all Litigation Costs paid by the Corporation in connection with any
Proceeding in which the Indemnified Party is involved in the event and only to the extent
that it shall be ultimately determined by final non-appealable judgment of a court of
competent jurisdiction that the Indemnified Party is not entitled to be indemnified by the
Corporation for such Litigation Costs under the provisions of the State Statute, the
Articles, and this Agreement. 


        SECTION 10. PROCEDURE.



             (a)    
          Indemnification hereunder shall be made promptly and in any event within 30 days
          of the Indemnified Party’s written request therefor (such written request
          to include any written affirmations or undertakings required by this Agreement),
          unless (i) an affirmative determination is made reasonably and within such
          30-day period by the Corporation in the manner provided in Section 10(b) below
          that the Indemnified Party is not entitled to indemnity hereunder for any reason
          other than as contemplated by clause (ii) of this Section 10(a), or
          (ii) an affirmative determination is required by the State Statute or other
          applicable law, in which case the Corporation will cause such determination to
          be made within 60 days from the date of the written request for indemnity. 



             (b)    
          The determination to be made by the Corporation under Section 10(a) above
          shall be based on the facts known at the time and shall be made (i) by a
          majority vote of the directors



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of the Board of Directors of the Corporation who
          at the time of the vote are not named defendants or respondents in the
          Proceeding, regardless of whether the directors not named defendants or
          respondents constitute a quorum (“disinterested directors”), or
          (ii) by a vote of a committee of the Board of Directors of the Corporation,
          if (a) the committee is designated by a majority of disinterested directors and
          (b) the committee consists solely of one or more directors not named as
          defendants or respondents in the Proceeding, or (iii) by special legal
          counsel selected by the Board of Directors or a committee of the Board of
          Directors by a vote as set forth in subsection (i) or (ii) of this paragraph, or
          (iv) by the shareholders of the Corporation in a vote that excludes the
          shares held by directors who are named defendants or respondents in the
          Proceeding. Any such determination may be contested by the Indemnified Party as
          hereinafter contemplated. 



             (c)    
          A failure to make any required determination within the period of time specified
          shall be deemed to be a determination favorable to the Indemnified Party, unless
          otherwise required by the State Statute. 




        SECTION 11. Enforcement. 



             (a)    
          The Corporation expressly confirms and agrees that it has entered into this
          Agreement and assumed the obligations imposed on the Corporation hereby and has
          obtained the approval of its Board of Directors to induce the Indemnified Party
          to serve or continue serving as a director or an officer of Corporation and
          acknowledges that the Indemnified Party is relying upon this Agreement in
          agreeing to serve or continue serving in such capacity. 



             (b)    
          In the event the Indemnified Party is required to bring any action to enforce
          rights or to collect moneys due under this Agreement, the Corporation shall
          reimburse the Indemnified Party, on a continuing and current basis, for all of
          the Indemnified Party’s reasonable fees and expenses in bringing and
          pursuing such action and the Indemnified Party shall have no obligation to
          reimburse the Corporation therefor unless the Indemnified Party is not
          successful in such action after rendition of a final, non-appealable judgment by
          a court of competent jurisdiction. 



             (c)    
          The right to indemnification hereunder shall be enforceable by the Indemnified
          Party in any court of competent jurisdiction if the Indemnified Party’s
          claim therefor is denied, in whole or in part, in the manner provided herein, or
          if no disposition of such claim is made within 60 days from the receipt by the
          Corporation of the Indemnified Party’s request for indemnification
          hereunder. 



        SECTION 12.  Severability.
Each of the provisions of this Agreement is a separate and distinct agreement and
independent of the others so that if any provision hereof shall be held to be invalid or
unenforceable for any reason, such invalidity or unenforceability shall not affect the
validity or enforceability of the other provisions hereof. To the extent necessary to give
effect to this Agreement, should any provision hereof be held invalid or unenforceable,
this Agreement shall be reformed in such a manner as to provide the maximum indemnity
contemplated hereby to the Indemnified Party, it being the intention of the parties hereto
that this Agreement be otherwise given its maximum effect consistent with the laws and, to
the extent applicable, public policies of the State of Texas. 



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        SECTION 13.  Obligation to
Amend. The Corporation agrees to take all actions necessary to amend this Agreement in
the future to increase or otherwise maximize the indemnity protections intended to be
afforded hereby to the extent then permitted by law. 



        SECTION 14.  Non-exclusivity.
The provisions for indemnification and advancement of expenses set forth in this Agreement
shall not be deemed exclusive of any other rights which the Indemnified Party may have
under any provision of law, the direction (howsoever embodied) of any court of competent
jurisdiction, the Articles, the Corporation’s bylaws, the vote of the
Corporation’s shareholders or disinterested directors, other agreements, or
otherwise, both as to action in the Indemnified Party’s official capacity and to
action in another capacity while occupying the Indemnified Party’s position as an
agent of the Corporation, and the Indemnified Party’s rights hereunder shall continue
after the Indemnified Party has ceased acting as an agent of the Corporation and shall
inure to the benefit of the heirs, executors, and administrators of the Indemnified Party. 



        SECTION 15.  Notice. Any
notice, request or other communication hereunder to the Corporation or the Indemnified
Party shall be in writing and delivered or sent by postage prepaid first class mail or by
hand delivery or express mail service as follows: (a) if to the Corporation,
addressed to Southwest Bancorporation of Texas, Inc., 4400 Post Oak Parkway, Houston,
Texas 77027, Attention:Corporate Secretary, or to such other address as the Corporation
shall designate from time to time to the Indemnified Party in writing and, (b) if to
the Indemnified Party, to the address shown on the signature page hereof or to such other
address as the Indemnified Party shall designate from time to time to the Corporation in
writing. 




        SECTION 16. Governing
Law; Binding Effect; Amendment and Termination.  



             (a)    
          This Agreement shall be interpreted and enforced in accordance with the laws of
          the State of Texas. 



             (b)    
          This Agreement shall be binding upon the Indemnified Party and upon the
          Corporation, its successors and assigns, and shall inure to the benefit of the
          Indemnified Party, his or her heirs, personal representatives, and assigns and
          to the benefit of the Corporation, its successors and assigns. The Corporation
          shall require any successor (whether direct or indirect, by purchase, merger,
          consolidation or otherwise) to all or any substantial part of the business or
          assets of the Corporation, by agreement in form and substance satisfactory to
          the Indemnified Party, to expressly assume and agree to perform this Agreement
          in the same manner and to the same extent that the Corporation would be required
          to perform it if no such succession had taken place. Failure of the Corporation
          to obtain such agreement prior to effectiveness of any succession shall be a
          breach of this Agreement and shall entitle the Indemnified Party to appropriate
          equitable relief or monetary damages from the Corporation in an amount necessary
          to provide the Indemnified Party with the protections to which he or she would
          be entitled hereunder. As used in this Agreement, “the Corporation”
          shall mean the Corporation as hereinbefore defined and any successor to its
          business or assets as aforesaid that executes and delivers the agreement
          provided for by this Section 16(b) or that otherwise becomes bound by all
          of the terms and provisions of this Agreement by operation of law. 




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             (c)    
          No amendment, modification, termination, or cancellation of this Agreement shall
          be effective unless in writing signed by both parties hereto. 



        SECTION 17.  Entire Agreement.
This Agreement constitutes the entire agreement and understanding between the parties
relating to the subject matter hereof and supercedes all prior agreements between the
parties relating to the subject matter hereof. 


        SECTION 18. COUNTERPARTS.  This Agreement may be executed in multiple counterparts, each of which shall
be deemed an original, and all of which, taken together, shall constitute one instrument.



        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written. 












	 	SOUTHWEST BANCORPORATION OF TEXAS, INC.

 
	 	By____________________________________ 


Name:_________________________________ 


Title:__________________________________
                                                      “The Corporation”


	 	
 Name:
___________________________________ 


Address:__________________________________

                __________________________________

                __________________________________

                __________________________________


           
                 
                 
   “The Indemnified Party”













	

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