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Wednesday March 17, 2010

Release Date: 03.17.10 | Location: Dallas | Organization: Veritex Holdings, Inc.

Veritex Holdings to Acquire Professional Bank

Dallas, Texas (March 15, 2010) - An agreement has been reached for Veritex Holdings, Inc. to acquire Professional Bank, N.A., a wholly owned subsidiary of Professional Capital Inc. Subject to regulatory approval and a capital raise by Veritex, closing is expected to be completed by July 2010. Specific terms of the purchase agreement were not disclosed.

C. Malcolm Holland, CEO of Veritex Holdings, and James Miller, CEO of Professional Bank, N.A. began discussions of the possibilities of an acquisition in October 2009.

"Professional Bank enjoys a unique position in the Lakewood, Garland and Park Cities banking community," said Miller. "Our roots are local, and we are locally owned and managed. We know that the foundation of our bank is sound. We just needed a catalyst for growth, and Veritex brings that expertise to the table."

Miller as well as Mark Smith, Professional Bank's current President and Chief Lending Officer, will remain with the new bank. Miller will oversee the production side of lending while Smith will be responsible for managing the Lakewood branch lending function. Additionally, Holland brings a seasoned, high quality management team from Veritex with combined experience of over 125 years in banking.

Holland has a track record of successfully growing banks with 28 years of banking experience at the executive level, much of it in East Dallas. He was most recently the CEO of Colonial Bank's Texas Banking division and was instrumental in the merger of First Mercantile Bank and Colonial Bank (March 2002). At that time, the combined banks had approximately $600 million in loans and $550 million in deposits. Seven years later the bank had approximately $1.6 billion in loans and $850 million in deposits, demonstrating significant growth.

Veritex brings with it a dedication to open and honest banking in an environment where banks and financial institutions have a tarnished reputation. The name "Veritex" is derived from the Latin root word "veritas" meaning truth and " Texas." The corporation is dedicated to living up to its namesake of "Truth in Texas Banking."

The 10-year vision for Veritex is to build a high-quality, diversified $1+ billion community bank in North Texas. "We see a great future for Professional Bank and Veritex," said Holland. "Professional Bank's reputation in the marketplace combined with the dynamic leadership and growth record of the Veritex team will result in one of North Texas' great banking institutions, benefiting our shareholders, customers and communities."

Veritex's goal is to double the size of the bank in three years. The organization will provide depository and credit services to retail and small to mid-sized businesses as well as large commercial clients. A diversified loan portfolio will be pursued with a heavy emphasis on the small and medium-sized business segment, a market largely ignored by the national and super-regional banks.

"Growing a bank in this marketplace can be very difficult," said Holland. "We know that we need to exceed customer expectations on every level. Customer service at Veritex will remain unparalleled.

To us it's more than just calling ourselves a community bank. Working together, it is our hope to become integrally woven into the needs of the communities, businesses and people we serve and become ‘The Bank for the community.'"

Resumes below

James Miller, CEO of Professional Bank, NA

James Miller joined Professional Bank in 2005 as Chief Executive Officer. He also serves as a member of the Board of Directors. Previously, Miller was President and CEO of Security Bank, a community bank based in Garland with locations in Dallas, Collin and Hunt counties. Under his leadership Security Bank enjoyed significant growth and profitability and was ultimately acquired by Citibank.

Raised in Garland, Miller has helped North Texas communities throughout his 25-year banking career. He has served in a variety of charitable and business-related groups such as the Garland Chamber of Commerce, Noon Exchange Club of Garland, New Beginning Center, Baylor Medical Center of Garland Board of Directors, Salvation Army, YMCA and the Garland Economic Development Council.

Miller has a Finance degree from Texas Tech University and is a graduate of the Southwestern Graduate School of Banking. He lives in Garland with his wife. They have three grown children and one granddaughter.

Charles Malcolm Holland, III, CEO Veritex Holdings, Inc.

C. Malcolm Holland began his career at First City Bank as a credit analyst and commercial lender and then moved to Capital Bank in 1984 as Vice-President of commercial lending. In September 1985, he became an organizer and Executive Vice-President of EastPark National Bank, a de novo bank that opened in May 1986. Fidelity Bank purchased EastPark in February of 1995, and Holland became Executive Vice-President and head of commercial lending. In February 1998, Fidelity Bank was sold to Compass Bank, where he served as Senior Vice-President, head of Business Banking. In July 2000, Holland accepted the job of President of First Mercantile Bank. In March 2002, First Mercantile Bank was acquired by Colonial Bank where he served as Senior Lender. Malcolm Holland was appointed CEO of the Colonial Bank Texas Region, in March 2003. On August 14, 2009, Colonial Bank was seized by the Alabama State Banking Department who appointed the FDIC as receiver who then sold the bank to BB&T. Holland declined an employment offer from BB&T and founded Veritex Holdings.

Holland is very active in the East Dallas community. He serves as Chairman of the Operations Team of Watermark Community Church, and is Past President of the Texas Golf Association.

Holland earned a BBA from Southern Methodist University. He and his wife have two children in college attending the University of Texas and Texas A&M.