0001104659-12-036525 Sample Contracts

RETENTION AGREEMENT
Retention Agreement • May 11th, 2012 • Hilltop Holdings Inc. • Fire, marine & casualty insurance • Texas

THIS RETENTION AGREEMENT (this “Agreement”) is made and entered into as of May 8, 2012, by and among Alan B. White (the “Executive”), Hilltop Holdings Inc., a Maryland corporation (the “Purchaser”), and Meadow Corporation, a Maryland corporation and a direct, wholly owned subsidiary of the Purchaser (the “Company”).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • May 11th, 2012 • Hilltop Holdings Inc. • Fire, marine & casualty insurance • Texas

This Voting and Support Agreement (this “Agreement”) is made and entered into as of May 8, 2012, among PlainsCapital Corporation (“Company”), and Diamond A Financial L.P. (“Shareholder”).

AGREEMENT AND PLAN OF MERGER by and among PLAINSCAPITAL CORPORATION, HILLTOP HOLDINGS INC. and MEADOW CORPORATION
Agreement and Plan of Merger • May 11th, 2012 • Hilltop Holdings Inc. • Fire, marine & casualty insurance • Texas

AGREEMENT AND PLAN OF MERGER, dated as of May 8, 2012 (this “Agreement”), by and among Hilltop Holdings Inc., a Maryland corporation (“Purchaser”), Meadow Corporation, a Maryland corporation and a direct, wholly owned subsidiary of Purchaser (“Merger Sub”), and PlainsCapital Corporation, a Texas corporation (“Company”).

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