0001104659-13-021261 Sample Contracts

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2013 • Hilltop Holdings Inc. • State commercial banks

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of September 12, 2012, by and between PLAINS CAPITAL CORPORATION, a Texas corporation (the “Company”) and JAMES HUFFINES (“Executive”) for purposes of amending that certain Employment Agreement dated as of January 1, 2009, by and between the Company and Executive, as amended by that certain First Amendment to Employment Agreement by and between the Company and Executive, dated as of March 2, 2009, and by that certain Second Amendment to Employment Agreement between the Company and Executive, dated as of November 15, 2010 (collectively, the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

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FIRST SUPPLEMENTAL INDENTURE (PCC Statutory Trust III)
Supplemental Indenture • March 15th, 2013 • Hilltop Holdings Inc. • State commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of November 30, 2012 is by and among U. S. Bank National Association, a national banking association (herein, together with its successors in interest, the “Trustee”), Meadow Corporation, a Maryland corporation (the “Successor Company”), and PlainsCapital Corporation, a Texas corporation (the “Company”) and the “Company” under the Indenture.

SECOND SUPPLEMENTAL INDENTURE (PCC Statutory Trust I)
Second Supplemental Indenture • March 15th, 2013 • Hilltop Holdings Inc. • State commercial banks • New York

THIS SECOND SUPPLEMENTAL INDENTURE dated as of November 30, 2012 is by and among U. S. Bank National Association, a national banking association, successor in interest to State Street Bank and Trust Company of Connecticut, National Association (herein, together with its successors in interest, the “Trustee”), Meadow Corporation, a Maryland corporation (the “Successor Company”), and PlainsCapital Corporation, a Texas corporation (the “Company”) and the “Company” under the Indenture.

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 15th, 2013 • Hilltop Holdings Inc. • State commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of November 30, 2012 and to the fullest extent permitted by law, effective as of November 30, 2012, by and between PlainsCapital Corporation, a Maryland corporation (f/k/a Meadow Corporation) (“PCC”), and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2013 • Hilltop Holdings Inc. • State commercial banks

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of September 12, 2012, by and among FIRST SOUTHWEST HOLDINGS, LLC, a Delaware limited liability company (“Employer”), PLAINS CAPITAL CORPORATION, a Texas corporation (the “Company”) and HILL A. FEINBERG (“Executive”) for purposes of amending that certain Employment Agreement dated as of December 18, 2008, by and among Employer, the Company and Executive, as amended by that certain First Amendment to Employment Agreement by and among Employer, the Company and Executive dated as of March 2, 2009 (collectively, the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

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