Common use of Grant and Vesting of Restricted Stock Units Clause in Contracts

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ______ anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of the (d) In the event of a Change in Control, to the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restriction. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20____ (the “Grant Date”), an Award under the Plan of __________ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning meanings set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on according to the ______ anniversary provisions set forth in Exhibit A, with the period during which any of the Grant Date (Awarded Units remain unvested being the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such datethe Vesting Date (as defined in Exhibit A). (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period Period: (i) due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause Disability occurs, and the denominator of which is _____________; or (ii) by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall remain outstanding and eligible for vesting at the end of the Restriction Period, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full month in which the Participant’s Termination of Employment occurs, and the denominator of which is _____________; provided that any Awarded Units that remain outstanding shall be vested and no longer subject to restriction at the end of the Restriction Period according to the provisions set forth in Exhibit A (and shall be forfeited at the end of the Restriction Period if the conditions for vesting as set forth in Exhibit A are not achieved). Except as specifically provided in the preceding sentence(i) and (ii) immediately above, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or Affiliates to terminate the Participant’s employment at any time. (d) In the event of a Change in Control, to the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionrestriction and vest in full at the greater of (i) “Target” (as defined in Exhibit A) or (ii) the projected actual results based upon results through the Change in Control. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20____ (the “Grant Date”), an Award under the Plan of __________ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning meanings set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on according to the ______ anniversary provisions set forth in Exhibit A, with the period during which any of the Grant Date (Awarded Units remain unvested being the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such datethe Vesting Date (as defined in Exhibit A). (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period Period: (i) due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause Disability occurs, and the denominator of which is ____________; or (ii) by the Company without Cause (as defined below) or due to Retirement (as defined below), a prorated portion of the Awarded Units granted hereunder shall remain outstanding and eligible for vesting at the end of the Restriction Period, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full month in which the Participant’s Termination of Employment or Retirement occurs, and the denominator of which is ____________; provided that any Awarded Performance Based (Section 16) Units that remain outstanding shall be vested and no longer subject to restriction at the end of the Restriction Period according to the provisions set forth in Exhibit A (and shall be forfeited at the end of the Restriction Period if the conditions for vesting as set forth in Exhibit A are not achieved). Except as specifically provided in the preceding sentence(i) and (ii) immediately above, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or Affiliates to terminate the Participant’s employment at any time. (d) In the event of a Change in Control, to To the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionrestriction and vest in full at the greater of (i) “Target” (as defined in Exhibit A) or (ii) the projected actual results based upon results through the Change in Control, upon the Participant’s Termination of Employment without Cause within six (6) months preceding or twelve (12) months following a Change in Control. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of terms and conditions set forth in this Agreement and to in the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant Participant, as of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Restricted Stock Units”), each with respect to one Share. Each Awarded Unit The Restricted Stock Units shall be a notional Share, vest in accordance with the value Section 1(b) of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Planthis Agreement. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) Agreement and the provisions of the Awarded Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (other than such period during which restrictions apply to a Restricted Stock Unit, the restrictions set forth “Restriction Period” with respect to such unit) in Section 4(b) and Section 5 below) [three] [four] ratable installments on the ______ anniversary first [three] [four] anniversaries of the Grant Date (each such anniversary, the “Restriction Period”Vesting Date” with respect to the applicable Restricted Stock Units), ; provided that the Participant is employed by (or, if has not incurred a Termination of Service prior to the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such dateapplicable Vesting Date. (c) Notwithstanding the foregoing, in In the event of that the Participant’s Participant incurs a Termination of Employment Service during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Periodfor any reason, all unvested Awarded Restricted Stock Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all Termination of the Participant’s rights with respect to the forfeited Awarded Units Service and shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thebe eligible for vesting hereunder. (d) In the event of a Change in Control, the Restricted Stock Units, to the extent not previously forfeitedunvested, the Awarded Units shall immediately vest in full and no longer be subject to restrictionfull. (e) For purposes Notwithstanding any other provision hereof, in the event that the Participant violates any of this Agreement, the following terms are defined as restrictive covenants set forth below:in the applicable Employee Agreement between the Participant and the Company (or in any other agreement between the Participant and the Company), (i) the Restricted Stock Units, to the extent unvested, shall be immediately forfeited, and (ii) the Company may require the Participant to repay the proceeds of any Restricted Stock Unit settlement (measured based on the Fair Market Value on the date of settlement) that occurred during the year prior to such violation.

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date, restricted stock units, each representing the right to receive one share of Class A common stock of the Company, par value $0.01 per share (“Common Stock”), an Award under at the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning times set forth in paragraphs (c) below. The Company shall maintain an account on the Plan. Participant’s behalf to record any and all such restricted stock units, until such time that the units are settled or otherwise forfeited. No Common Stock will be issued at the time the restricted stock units are granted. In the event that the employment of the Participant with the Company shall terminate prior to the vesting of any portion of the restricted stock units (as described in paragraph (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ______ anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement any and all such unvested units (as defined belowand any Dividend Equivalents credited with respect thereto) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries affiliates and those of its successors. (b) The restricted stock units granted hereunder shall vest and no longer be subject to any restriction (i) with respect to fifty percent (50%) of such units, upon the occurrence of the first anniversary of the Grant Date, and (ii) with respect to the other fifty percent 50% of such units, upon the occurrence of the second anniversary of the Grant Date. Notwithstanding the foregoing, in the event that a “Change in Control” (as defined in Section 10(b) of the Plan) occurs, or that the Participant’s employment is terminated by reason of the Participant’s death or “Disability” (as defined in Section 1(o) of the Plan), the vesting conditions contained in (i)(x) and in (ii)(x) above shall be deemed immediately satisfied. (c) Upon the vesting of any restricted stock units, the Common Stock underlying such restricted stock units will be delivered to the Participant (or, in the case of the Participant’s death, the Participant’s executor) pursuant to Paragraph 2 hereof, together with any Dividend Equivalents credited (as described in Paragraph 4 hereof) with respect to such restricted stock units. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates affiliates or interfere in any way with the right of the (d) In the event of a Change in Control, Company or any such affiliates to terminate the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionParticipant’s employment at any time. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ________ anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is _________________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of theany (d) In the event of a Change in Control, to the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restriction. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 2020 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant DateDate of Grant”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Shareshare of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a Share share of Common Stock at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the _______ anniversary of the Date of Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director an Outside Director or consultantContractor, is providing services to) the Company or any of its Subsidiaries or Affiliates affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment Service during the Restriction Period due to death or Disability (as defined below)Total and Permanent Disability, Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that prior to the Participant was employedTermination of Service, but including the full vesting month in which the Participant’s death or Total and Permanent Disability, Retirement or Termination of Employment Service without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment Service during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such terminationTermination of Service. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or affiliates to terminate the Participant at any time. Time-Based (Non-Section 16) (d) In the event of a Change in Control, to To the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionrestriction upon the Participant’s Termination of Service without Cause within six (6) months preceding or twelve (12) months following a Change in Control. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions As of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”)Grant Date, the Company hereby grants to Participant will be credited with the Participant as number of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject letter that accompanies this Award Agreement. Each Restricted Stock Unit is a notional amount that represents one unvested Share. Each Restricted Stock Unit constitutes the right, subject to the terms and conditions of the Plan and this Award Agreement, one hundred percent (100%) to distribution of a Share following the Awarded Units shall vest vesting of such Restricted Stock Unit and no longer be subject to any restriction (satisfaction of other than the restrictions set forth in Section 4(b) and Section 5 below) on the ______ anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of requirements contained herein. If the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include and all of its Affiliates terminates before the date that all of the Restricted Stock Units vest, Participant’s right to receive the Shares underlying Restricted Stock Units will be only as provided in Section 4. (b) The Restricted Stock Units will vest on the third anniversary of January 4, 20__, subject to Section 4 hereof. Notwithstanding anything contained herein, or pursuant to the terms and conditions of any Award made to the Participant prior to the Grant Date, to the contrary, the right of the Participant to receive the Shares underlying the Restricted Stock Units and any other amounts payable to the Participant pursuant to any Award granted to Participant under the Plan, including, without limitation, any amounts credited to an Account pursuant to Section 3(b) below, that have not yet been distributed or paid will be forfeited if (i) the Participant has been discharged from employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement Company or the Plan shall confer upon an Affiliate for Cause; or (ii) the Participant violates any right of the restrictive covenants contained in Section 6 hereof, as applicable, or any similar covenants in any other Award Agreement to continue which the Participant is subject or in any written employment or severance agreement between the employ of Participant and the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of the (d) In the event of a Change in Control, to the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionan Affiliate thereof. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the _______ anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thethe Time-Based (Section 16) (d) In the event of a Change in Control, to To the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionrestriction upon the Participant’s Termination of Employment without Cause within six (6) months preceding or twelve (12) months following a Change in Control. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20____ (the “Grant Date”), an Award under the Plan of __________ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning meanings set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on according to the ______ anniversary provisions set forth in Exhibit A, with the period during which any of the Grant Date (Awarded Units remain unvested being the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such datethe Vesting Date (as defined in Exhibit A). (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period Period: (i) due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause Disability occurs, and the denominator of which is ____________; or (ii) by the Company without Cause (as defined below) or due to Retirement (as defined below), a prorated portion of the Awarded Units granted hereunder shall remain outstanding and eligible for vesting at the end of the Restriction Period, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full month in which the Participant’s Termination of Employment or Retirement occurs, and the denominator of which is ____________; provided that any Awarded Units that remain outstanding shall be vested and no longer subject to restriction at the end of the Performance Based (Section 16) Restriction Period according to the provisions set forth in Exhibit A (and shall be forfeited at the end of the Restriction Period if the conditions for vesting as set forth in Exhibit A are not achieved). Except as specifically provided in the preceding sentence(i) and (ii) immediately above, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or Affiliates to terminate the Participant’s employment at any time. (d) In the event of a Change in Control, to To the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionrestriction and vest in full at the greater of (i) “Target” (as defined in Exhibit A) or (ii) the projected actual results based upon results through the Change in Control, upon the Participant’s Termination of Employment without Cause within six (6) months preceding or twelve (12) months following a Change in Control. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date, restricted stock units, each representing the right to receive one share of Class A common stock of the Company, par value $0.01 per share (“Common Stock”), an Award under at the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning times set forth in paragraphs (c) below. The Company shall maintain an account on the Plan. Participant’s behalf to record any and all such restricted stock units, until such time that the units are settled or otherwise forfeited. No Common Stock will be issued at the time the restricted stock units are granted. In the event that the employment of the Participant with the Company shall terminate prior to the vesting of any portion of the restricted stock units (as described in paragraph (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ______ anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement any and all such unvested units (as defined belowand any Dividend Equivalents credited with respect thereto) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries affiliates and those of its successors. (b) The restricted stock units granted hereunder shall vest and no longer be subject to any restriction (i) with respect to fifty percent (50%) of such units, upon the occurrence of both (x) the first anniversary of the Grant Date and (y) the approval of the Offer to Exchange by the Company’s stockholders, and (ii) with respect to the other fifty percent 50% of such units, upon the occurrence of both (x) the second anniversary of the Grant Date and (y) the approval of the Offer to Exchange by the Company’s stockholders. Notwithstanding the foregoing, in the event that a “Change in Control” (as defined in Section 10(b) of the Plan) occurs, or that the Participant’s employment is terminated by reason of the Participant’s death or “Disability” (as defined in Section 1(o) of the Plan), the vesting conditions contained in (i)(x) and in (ii)(x) above shall be deemed immediately satisfied. (c) Upon the vesting of any restricted stock units, the Common Stock underlying such restricted stock units will be delivered to the Participant (or, in the case of the Participant’s death, the Participant’s executor) pursuant to Paragraph 2 hereof, together with any Dividend Equivalents credited (as described in Paragraph 4 hereof) with respect to such restricted stock units. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates affiliates or interfere in any way with the right of the (d) In the event of a Change in Control, Company or any such affiliates to terminate the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionParticipant’s employment at any time. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the _______ anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or Affiliates to terminate the Participant’s employment at any time. Time-Based (Non-Section 16) (d) In the event of a Change in Control, to To the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionrestriction upon the Participant’s Termination of Employment without Cause within six (6) months preceding or twelve (12) months following a Change in Control. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions As of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”)Grant Date, the Company hereby grants to the Participant as of will be credited with [______]1time-vesting Restricted Stock Units (the “Time-Based RSUs”) and [______, 20__ (the “Grant Date”), an Award under the Plan of _______ ] performance-vesting Restricted Stock Units (the “Awarded Performance-Based RSUs” and, together with the Time-Based RSUs, the “Units”). Each Awarded Unit shall be is a notional Shareamount that represents one unvested Share and constitutes the right, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject subject to the terms and conditions of the Plan and this Agreement, one hundred percent (100%) to distribution of a Share if and when the Unit vests. The number of Units subject to this Award may be adjusted in any manner as contemplated by Section 5 of the Awarded Plan. The vesting of the Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ______ anniversary of the Grant Date measured from January 1, 2017 (the “Restriction PeriodVesting Commencement Date”). (b) The Time-Based RSUs shall vest in equal annual installments on each of the first (1st), second (2nd) and third (3rd) anniversaries of the Vesting Commencement Date (each, a “Time Vesting Date”) and be payable in accordance with Section 4 subject to the Participant’s continuous service with the Company or a Subsidiary or Affiliate thereof, as applicable, whether as an Employee, Director or Consultant (“Service”), from the Vesting Commencement Date through the applicable Time Vesting Date, except as may otherwise be provided that in the Participant is employed by (or, if the Participant is a director Participant’s employment or consultant, is providing other services to) agreement with the Company or any of its Subsidiaries or Affiliates on such date(if applicable). 1 NTD: For executives, awards will be 50% time-vesting RSUs and 50% performance-vesting RSUs. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of the (d) In the event of a Change in ControlThe Performance-Based RSUs, to the extent not previously forfeitedearned in accordance with Schedule A, shall vest and be payable in accordance with Section 4 upon the Awarded Units shall immediately vest in full and no longer be determination by the Committee that the Performance-Based RSUs have been earned by the Participant (the “Performance Vesting Date”), subject to restriction. the Participant’s continuous Service from the Vesting Commencement Date through the Performance Vesting Date, except as may otherwise be provided in the Participant’s employment or other services agreement with the Company (e) For purposes of this Agreement, if applicable). To the following terms are defined as extent the Performance Goals set forth below:on Schedule A are not satisfied or only partially satisfied as of the completion of the Performance Period (as defined in Schedule A), all unvested Performance-Based RSUs shall be automatically forfeited for no consideration as of the expiration of the Performance Period.

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 2020 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20____ (the “Grant DateDate of Grant”), an Award under the Plan of __________ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Shareshare of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a Share share of Common Stock at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning meanings set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on according to the ______ anniversary provisions set forth in Exhibit A, with the period during which any of the Grant Date (Awarded Units remain unvested being the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director an Outside Director or consultantContractor, is providing services to) the Company or any of its Subsidiaries or Affiliates affiliates on such datethe Vesting Date (as defined in Exhibit A). (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment Service during the Restriction Period Period: (i) due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below)Total and Permanent Disability, a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that prior to the Participant was employedTermination of Service, but including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause Total and Permanent Disability occurs, and the denominator of which is ____________; or ​ (ii) by the Company without Cause (as defined below) or due to Retirement (as defined below), a prorated portion of the Awarded Units granted hereunder shall remain outstanding and eligible for vesting at the end of the Restriction Period, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period prior to the Termination of Service, but including the full month in which the Participant’s Termination of Performance Based (Section 16) ​ ​ Service or Retirement occurs, and the denominator of which is ­­____________; provided that any Awarded Units that remain outstanding shall be vested and no longer subject to restriction at the end of the Restriction Period according to the provisions set forth in Exhibit A (and shall be forfeited at the end of the Restriction Period if the conditions for vesting as set forth in Exhibit A are not achieved). ​ Except as specifically provided in the preceding sentence(i) and (ii) immediately above, in the event of the Participant’s Termination of Employment Service during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or affiliates to terminate the Participant at any time. (d) In the event of a Change in Control, to To the extent not previously forfeited, in the event of the Participant’s Termination of Service by the Company without Cause or by the Participant for Good Reason (as defined below), in either case, within six (6) months prior to or twelve (12) months following a Change in Control, the Awarded Units shall immediately vest in full at the greater of (i) achievement of the target level of the applicable Performance Goals set forth on Exhibit A and no longer be subject to restriction(ii) the projected actual achievement of the applicable Performance Goals set forth on Exhibit A based upon results achieved through the date of such Termination of Service. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of terms and conditions set forth in this Agreement and to in the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant Participant, as of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Restricted Stock Units”), each with respect to one Share. Each Awarded Unit The Restricted Stock Units shall be a notional Share, vest in accordance with the value Section 1(b) of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Planthis Agreement. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) Agreement and the provisions of the Awarded Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (other than such period during which restrictions apply to a Restricted Stock Unit, the restrictions set forth “Restriction Period” with respect to such unit) [in Section 4(b) and Section 5 below) three equal installments on each of the ______ anniversary first three anniversaries of the Grant Date (each such anniversary, the “Restriction Period”), Vesting Date” with respect to the applicable Restricted Stock Units);]1 [on the date of the Company’s shareholder meeting for the year following the year during which the Grant Date occurs (the “Vesting Date”);]2 provided that the Participant is employed by (or, if has not incurred a Termination of Service prior to the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such dateapplicable Vesting Date. (c) Notwithstanding the foregoing, in In the event of that the Participant’s Participant incurs a Termination of Employment Service during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Periodfor any reason, all unvested Awarded Restricted Stock Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all Termination of the Participant’s rights with respect to the forfeited Awarded Units Service and shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thebe eligible for vesting hereunder. (d) In the event of a Change in Control, [the provisions of Section 10 of the Plan shall apply to the extent not previously forfeited, the Awarded Restricted Stock Units]3[the Restricted Stock Units shall immediately vest in full and no longer be subject to restrictionfull]4. (e) For purposes [Notwithstanding any other provision hereof, in the event that the Participant violates any of this Agreement, the following terms are defined as restrictive covenants set forth below:in the applicable Employee Agreement between the Participant and the Company (or in any other agreement between the Participant and the Company), (i) the Restricted Stock Units, to the extent unvested, shall be immediately forfeited, 1 For employees.

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date”), an Award under the Plan of ________________ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Shareshare of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a Share share of Common Stock at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ______ third anniversary of the Date of Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director an Outside Director or consultantConsultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment Service during the Restriction Period due to death or Disability (as defined below)Total and Permanent Disability, Retirement (as defined below) or by the Company without Cause (as defined below)Cause, a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Total and Permanent Disability, Retirement or Termination of Employment Service without Cause occurs, and the denominator of which is ____________thirty-six (36). Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment Service during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries to terminate the Participant’s employment at any time. (d) In the event of a Change in Control, to the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restriction. (e) For purposes Awarded Units which have become vested pursuant to the terms of this Agreement, the following terms Section 1 are defined collectively referred to herein as set forth below:“Vested RSUs.” All other Awarded Units are collectively referred to herein as “Unvested RSUs.”

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 2020 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant DateDate of Grant”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Shareshare of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a Share share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ______ third anniversary of the Date of Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director an Outside Director or consultantContractor, is providing services to) the Company or any of its Subsidiaries or Affiliates affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment Service during the Restriction Period due to death or Disability (as defined below)Total and Permanent Disability, Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that prior to the Participant was employedTermination of Service, but including the full vesting month in which the Participant’s death or Total and Permanent Disability, Retirement or Termination of Employment Service without Cause occurs, and the denominator of which is ____________thirty-six (36). Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment Service during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such terminationTermination of Service. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or affiliates to terminate the Participant at any time. (d) In the event of a Change in Control, to To the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionrestriction upon the Participant’s Termination of Service without Cause or by Participant for Good Reason within six (6) months preceding or twelve (12) months following a Change in Control. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 2020 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant DateDate of Grant”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Shareshare of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a Share share of Common Stock at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ______ third anniversary of the Date of Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director an Outside Director or consultantContractor, is providing services to) the Company or any of its Subsidiaries or Affiliates affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment Service during the Restriction Period due to death or Disability (as defined below)Total and Permanent Disability, Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that prior to the Participant was employedTermination of Service, but including the full vesting month in which the Participant’s death or Total and Permanent Disability, Retirement or Termination of Employment Service without Cause occurs, and the denominator of which is ____________thirty-six (36). Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment Service during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such terminationTermination of Service. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or affiliates to terminate the Participant at any time. (d) In the event of a Change in Control, to To the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionrestriction upon the Participant’s Termination of Service without Cause within six (6) months preceding or twelve (12) months following a Change in Control. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions As of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”)Grant Date, the Company hereby grants to the Participant as of will be credited with [______] time-vesting Restricted Stock Units (the “Time-Based RSUs”) and [______, 20__ (the “Grant Date”), an Award under the Plan of _______ ] performance-vesting Restricted Stock Units (the “Awarded Performance-Based RSUs” and, together with the Time-Based RSUs, the “Units”). Each Awarded Unit shall be is a notional Shareamount that represents one unvested Share and constitutes the right, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject subject to the terms and conditions of the Plan and this Agreement, one hundred percent (100%) to distribution of a Share if and when the Unit vests. The number of Units subject to this Award may be adjusted in any manner as contemplated by Section 5 of the Awarded Plan. The vesting of the Units shall be measured from August 1, 2016 (the “Vesting Commencement Date”). (b) The Time-Based RSUs shall vest and no longer be subject to any restriction in equal installments on each of the Grant Date, the second (other than the restrictions set forth in Section 4(b2nd) and Section 5 below) on the ______ anniversary of the Grant Vesting Commencement Date and the third (3rd) anniversary of the Vesting Commencement Date (each, a “Time Vesting Date”) and be payable in accordance with Section 4 subject to the Participant’s continuous service with the Company or a Subsidiary or Affiliate thereof, as applicable, whether as an Employee, Director or Consultant (“Restriction PeriodService”), from the Vesting Commencement Date through the applicable Time Vesting Date, except as may otherwise be provided that in the Participant is employed by (or, if the Participant is a director Participant’s employment or consultant, is providing other services to) agreement with the Company or any of its Subsidiaries or Affiliates on such date(if applicable). (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder The Performance-Based RSUs shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease performance conditions upon the Committee’s determination and terminate, without any further obligation certification of the achievement of the Performance Goals set forth on Schedule A during the period beginning on the part second (2nd) anniversary of the Company. For purposes Vesting Commencement Date and ending on the day immediately preceding the fifth (5th) anniversary of this Agreementthe Vesting Commencement Date (such three (3) year period, the “Performance Period”), subject to the Participant’s continuous Service from the Vesting Commencement Date through the later of the day immediately preceding the third (3rd) anniversary of the Vesting Commencement Date and the date on which the Committee certifies the achievement of the Performance Goals (such applicable date, the “Performance Vesting Date”), except as may otherwise be provided in the Participant’s employment or other services agreement with the Company (if applicable). Vested Performance-Based RSUs shall include employment be payable in accordance with Section 4. To the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or extent the Plan shall confer upon Performance Goals are not satisfied during the Participant any right to continue in the employ Performance Period, all Performance-Based RSUs that remain unvested as of the Company or any fifth (5th) anniversary of its Subsidiaries or Affiliates or interfere in any way with the right Vesting Commencement Date shall be automatically forfeited for no consideration as of the (d) In the event expiration of a Change in Control, to the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionPerformance Period. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ________ anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is _________________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of theto (d) In the event of a Change in Control, to the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restriction. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 2020 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20____ (the “Grant DateDate of Grant”), an Award under the Plan of __________ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Shareshare of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a Share share of Common Stock at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning meanings set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on according to the ______ anniversary provisions set forth in Exhibit A, with the period during which any of the Grant Date (Awarded Units remain unvested being the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director an Outside Director or consultantContractor, is providing services to) the Company or any of its Subsidiaries or Affiliates affiliates on such datethe Vesting Date (as defined in Exhibit A). (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment Service during the Restriction Period Period: (i) due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below)Total and Permanent Disability, a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that prior to the Participant was employedTermination of Service, but including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause Total and Permanent Disability occurs, and the denominator of which is _____________; or (ii) by the Company without Cause (as defined below) or due to Retirement (as defined below), a prorated portion of the Awarded Units granted hereunder shall remain outstanding and eligible for vesting at the end of the Restriction Period, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period prior to the Termination of Service, but including the full month in which the Participant’s Termination of Service or Retirement occurs, and the denominator of which is _____________; provided that any Awarded Units that remain outstanding shall be vested and no longer subject to restriction at the end of the Restriction Period according to the provisions set forth in Exhibit A (and shall be forfeited at the end of the Restriction Period if the conditions for vesting as set forth in Exhibit A are not achieved). Except as specifically provided in the preceding sentence(i) and (ii) immediately above, in the event of the Participant’s Termination of Employment Service during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or affiliates to terminate the Participant at any time. (d) In To the extent not previously forfeited, in the event of a Change in Control, to the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionaccordance with Section 6.7(c) of the Plan. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of terms and conditions set forth in this Agreement and to in the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant Participant, as of ____________the Grant Date, 20__ restricted stock units (the “Grant DateRestricted Stock Units”), an Award under the Plan of _______ each with respect to one Share. The Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, vest in accordance with the value Section 1(b) of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Planthis Agreement. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) Agreement and the provisions of the Awarded Plan, a percentage of the Restricted Stock Units equal to the Earned Percentage (as defined on Exhibit A hereto) shall vest and no longer be subject (the period prior to any restriction (other than vesting, the restrictions set forth “Restriction Period”) in Section 4(b) and Section 5 below) full on the ______ third anniversary of the Grant Date (the “Restriction PeriodVesting Date”), ; provided that the Participant is employed by (or, if has not incurred a Termination of Service prior to the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such dateVesting Date. (c) Notwithstanding the foregoing, in In the event of that the Participant’s Participant incurs a Termination of Employment Service during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Periodfor any reason, all unvested Awarded Restricted Stock Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all Termination of the Participant’s rights with respect to the forfeited Awarded Units Service and shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thebe eligible for vesting hereunder. (d) In the event of a Change in Control, the provisions of Section 10 of the Plan shall apply to the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionRestricted Stock Units. (e) For purposes Notwithstanding any other provision hereof, in the event that the Participant violates any of this Agreement, the following terms are defined as restrictive covenants set forth below:in the applicable Employee Agreement between the Participant and the Company (or in any other agreement between the Participant and the Company), (i) the Restricted Stock Units, to the extent unvested, shall be immediately forfeited, and (ii) the Company may require the Participant to repay the proceeds of any Restricted Stock Unit settlement (measured based on the Fair Market Value on the date of settlement) that occurred during the year prior to such violation. The Participant hereby agrees to be subject to any clawback policy of the Company and acknowledges that any such policy shall apply to (but its application shall not be limited to) the Restricted Stock Units granted hereunder and any Shares issued in respect thereof.

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________[·], 20__ 2019 (the “Grant Date”), an Award under the Plan of _______ 83,000 Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ______ third anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion all of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentencesentence or expressly set forth in the Employment Agreement by and between the Company and Participant, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or Affiliates to terminate the Participant’s employment at any time. (d) In the event of a Change in Control, to To the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restriction.restriction upon the Participant’s Termination of Employment without Cause within six (6) months preceding or twelve (12) months following a Change in Control. Winges 2019 Equity Grant (Time-Based) (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Amended and Restated First Acceptance Corporation 2002 Long Term Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of _________, ___, 20___ (the “Grant Date”), an Award under the Plan of ________ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Shareshare of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a Share share of Common Stock at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ______ third anniversary of the Date of Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director an Outside Director or consultantConsultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment Service during the Restriction Period due to death or Disability (as defined below)Total and Permanent Disability, Retirement (as defined below) or by the Company without Cause (as defined below)Cause, a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Total and Permanent Disability, Retirement or Termination of Employment Service without Cause occurs, and the denominator of which is ____________thirty-six (36). Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment Service during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries to terminate the Participant’s employment at any time. (d) In the event of a Change in Control, to the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restriction. (e) For purposes Awarded Units which have become vested pursuant to the terms of this Agreement, the following terms Section 1 are defined collectively referred to herein as set forth below:“Vested RSUs.” All other Awarded Units are collectively referred to herein as “Unvested RSUs.”

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the _______ anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thethe Time-Based (Section 16) (d) In the event of a Change in Control, to To the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionrestriction upon the Participant’s Termination of Employment without Cause within six (6) months preceding or twelve (12) months following a Change in Control. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on according to the ______ anniversary schedule set forth in Exhibit A, with the period during which any of the Grant Date (Awarded Units remain unvested being the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such datethe Vesting Date (as defined in Exhibit A). (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period Period: i. due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause Disability occurs, and the denominator of which is ____________( ); or ii. by the Company without Cause (as defined bellow), a prorated portion of the Awarded Units granted hereunder shall remain outstanding and eligible for vesting at the end of the Restriction Period, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full month in which the Participant’s Termination of Employment occurs, and the denominator of which is ( ); provided that any Awarded Units that remain outstanding shall be vested and no longer subject to restriction at the end of the Restriction Period according to the schedule set forth in Exhibit A (and shall be forfeited at the end of the Restriction Period if the conditions for vesting as set forth in Exhibit A are not achieved). Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or Affiliates to terminate the Participant’s employment at any time. (d) In the event of a Change in Control, to the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionrestriction and vest in full at the greater of (i) “Target” (as defined in Exhibit A) or (ii) the projected actual results based upon results through the Change in Control. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be by subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ______ anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or Affiliates to terminate the Participant’s employment at any time. (d) In the event of a Change in Control, to the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restriction. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 2020 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20___ (the “Grant DateDate of Grant”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Shareshare of Common Stock, with the value of each Awarded Unit being equal to the Fair Market Value of a Share share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the _______ anniversary of the Date of Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director an Outside Director or consultantContractor, is providing services to) the Company or any of its Subsidiaries or Affiliates affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment Service during the Restriction Period due to death or Disability (as defined below)Total and Permanent Disability, Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that prior to the Participant was employedTermination of Service, but including the full vesting month in which the Participant’s death or Total and Permanent Disability, Retirement or Termination of Employment Service without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment Service during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such terminationTermination of Service. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates affiliates or interfere in any way with the right of thethe Company or any such Subsidiaries or affiliates to terminate the Participant at any time. Time-Based (Section 16) ​ (d) In the event of a Change in Control, to To the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionrestriction upon the Participant’s Termination of Service without Cause or by Participant for Good Reason within six (6) months preceding or twelve (12) months following a Change in Control. (e) For purposes of this Agreement, the following terms are defined as set forth below:

Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. (b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the _______ anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date. (c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries or Affiliates or interfere in any way with the right of thethe Time-Based (Non-Section 16) (d) In the event of a Change in Control, to To the extent not previously forfeited, the Awarded Units shall immediately vest in full and no longer be subject to restrictionrestriction upon the Participant’s Termination of Employment without Cause within six (6) months preceding or twelve (12) months following a Change in Control. (e) For purposes of this Agreement, the following terms are defined as set forth below: