10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2012

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission file number: 1-31987

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

Maryland	84-1477939
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
200 Crescent Court, Suite 1330 Dallas, TX	75201
(Address of principal executive offices)	(Zip Code)

(214) 855-2177

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $0.01 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  o Yes x No

Aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common stock was last sold on the New York Stock Exchange on June 30, 2012, was approximately $408 million.  For the purposes of this computation, all officers, directors and 10% stockholders are affiliates. The number of shares of the registrant’s common stock outstanding at March 14, 2013 was 83,487,340.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant’s definitive Proxy Statement pertaining to the 2013 Annual Meeting of Stockholders, filed or to be filed not later than 120 days after the end of the fiscal year pursuant to Regulation 14A, is incorporated herein by reference into Part III.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	33
Item 1B.	Unresolved Staff Comments	46
Item 2.	Properties	46
Item 3.	Legal Proceedings	47
Item 4.	Mine Safety Disclosures	47
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	48
Item 6.	Selected Financial Data	49
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	75
Item 8.	Financial Statements and Supplementary Data	77
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	77
Item 9A.	Controls and Procedures	77
Item 9B.	Other Information	78
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	78
Item 11.	Executive Compensation	78
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	78
Item 13.	Certain Relationships and Related Transactions, and Director Independence	78
Item 14.	Principal Accounting Fees and Services	78
PART IV
Item 15.	Exhibits, Financial Statement Schedules	79

MARKET AND INDUSTRY DATA AND FORECASTS

Market and industry data and other statistical information and forecasts used throughout this Annual Report on Form 10-K (this “Annual Report”) are based on independent industry publications, government publications and reports by market research firms or other published independent sources. We have not sought or obtained the approval or endorsement of the use of this third-party information. Some data also is based on our good faith estimates, which are derived from our review of internal surveys, as well as independent sources. Forecasts are particularly likely to be inaccurate, especially over long periods of time.

Unless the context otherwise indicates, all references in this Annual Report to the “Company,” “Hilltop,” “HTH,” “we,” “us,” “our” or “ours” or similar words are to Hilltop Holdings Inc. and its direct and indirect wholly owned subsidiaries, references to “PlainsCapital” refer to PlainsCapital Corporation (a wholly owned subsidiary of Hilltop), references to the “Bank” refer to PlainsCapital Bank (a wholly owned subsidiary of PlainsCapital), references to “First Southwest” refer to First Southwest Holdings, LLC (a wholly owned subsidiary of the Bank) and its subsidiaries as a whole, references to “FSC” refer to First Southwest Company (a wholly owned subsidiary of First Southwest), references to “PrimeLending” refer to PrimeLending, a PlainsCapital Company (a wholly owned subsidiary of the Bank) and its subsidiaries as a whole and references to “NLASCO” refer to NLASCO, Inc. (a wholly owned subsidiary of Hilltop Holdings Inc.) and its subsidiaries as a whole.  In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our voting securities, which consist of our Common Stock, par value $0.01 per share.

FORWARD-LOOKING STATEMENTS

This Annual Report and the documents incorporated by reference into this report include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this Annual Report that address results or developments that we expect or anticipate will or may occur in the future, where statements are preceded by, followed by or include the words “believes,” “expects,” “may,” “would,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases, including such things as our business strategy, our financial condition, our litigation, our efforts to make strategic acquisitions, our revenue, our liquidity and sources of funding, our capital expenditures, our products, market trends, operations and business, expectations concerning mortgage loan origination volume, expectations concerning the hiring of additional mortgage bankers, anticipated changes in our revenues or earnings, the effects of government regulation applicable to our operations, expectations concerning deposit insurance premiums, the appropriateness of our allowance for loan losses and provision for loan losses, and the collectability of margin loans are forward-looking statements.

These forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us.  If an event occurs, our business, business plan, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Certain factors that could cause actual results to differ include, among others:

(1) changes in the default rate of our loans and risks associated with concentration in real estate related loans;

(2) changes in general economic, market and business conditions in areas or markets where we compete;

(3) changes in the interest rate environment;

(4) cost and availability of capital;

(5) changes in state and federal laws, regulations or policies affecting one or more of our business segments, including changes in regulatory fees, deposit insurance premiums, capital requirements and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”);

(6) our participation in governmental programs, including the Small Business Lending Fund (“SBLF”);

(7) severe catastrophic events in our geographic area;

(8) failure of our insurance segment reinsurers to pay obligations under reinsurance contracts;

(9) changes in key management;

(10) approval of new, or changes in, accounting policies and practices;

(11) our ability to use net operating loss carry forwards to reduce future tax payments;

(12) competition for our banking, mortgage origination, financial advisory and insurance segments from other banks and financial institutions as well as insurance companies, mortgage bankers, investment banking and financial advisory firms, asset-based non-bank lenders and government agencies; and

(13) our ability to use excess cash in an effective manner.

For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those anticipated in these forward-looking statements, see Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” herein. We caution that the foregoing list of factors is not exhaustive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact our business. All subsequent written and oral forward-looking statements concerning our business attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Annual Report except to the extent required by federal securities laws.

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PART I

Item 1.Business.

General Information

We are a holding company that has endeavored, and continues to endeavor, to make acquisitions or effect business combinations. In connection with this strategy, on May 8, 2012 we entered into a definitive agreement and plan of merger with PlainsCapital Corporation, or the Merger Agreement, pursuant to which we acquired PlainsCapital Corporation on November 30, 2012, or the Merger. Concurrent with the consummation of the Merger, we became a financial holding company registered under the Bank Holding Company Act of 1956 (as amended, the “Bank Holding Company Act”), as amended by the Gramm-Leach-Bliley Act of 1999 (the “Gramm-Leach-Bliley Act”).

Prior to the consummation of the Merger with PlainsCapital Corporation, our primary operations were to provide fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the south, southeastern and southwestern United States through our wholly owned property and casualty insurance holding company, NLASCO, Inc., or NLASCO. NLASCO operates through its wholly owned subsidiaries, National Lloyds Insurance Company (“NLIC”) and American Summit Insurance Company (“ASIC”).

Following the Merger on November 30, 2012, our primary line of business is our wholly owned bank subsidiary, PlainsCapital Bank (the “Bank”). The Bank provides business and consumer banking services from offices located throughout central, north and west Texas. The Bank’s subsidiaries have specialized areas of expertise that allow us to provide an array of financial products and services such as mortgage origination and financial advisory services.

Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “HTH.”

Our principal office is located at 200 Crescent Court, Suite 1330, Dallas, Texas 75201, and our telephone number at that location is (214) 855-2177. Our internet address is www.hilltop-holdings.com.

Company Background

We were formed in 1998 under the name “Affordable Residential Communities Inc.” as a Maryland corporation that elected to be taxed as a real estate investment trust, or REIT. Until July 2007, we primarily engaged in the acquisition, renovation, repositioning and operation of all-age manufactured home communities, the retail sale and financing of manufactured homes, the rental of manufactured homes and other related businesses, including acting as agent in the sale of homeowners’ insurance and related products, to residents and prospective residents of those communities. Our primary operations previously were conducted through an operating partnership, in which we owned a general partnership interest.

On February 18, 2004, we completed our initial public offering. Through the year ended December 31, 2005, we operated as a fully integrated, self-administered and self-managed equity REIT for U.S. federal income tax purposes.  In 2006, we revoked our election as a REIT for U.S. federal income tax purposes.

In January 2007, we acquired NLASCO. NLASCO was incorporated in Delaware in 2000, but its origins trace back to 1948 through one of its subsidiaries, NLIC.

On July 31, 2007, we sold substantially all of the operating assets used in our manufactured home communities business and our retail sales and financing business to American Residential Communities LLC. In conjunction with this transaction, we transferred to the buyer the rights to the “Affordable Residential Communities” name, changed our name to Hilltop Holdings Inc., and moved our headquarters to Dallas, Texas.

On November 30, 2012, we acquired PlainsCapital Corporation through a plan of merger, whereby PlainsCapital Corporation became our wholly owned subsidiary.

We intend to make acquisitions with certain of the remaining proceeds from the American Residential Communities transaction and, if necessary or appropriate, from additional equity or debt financing sources.

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Following the completion of the sale of our manufactured home communities businesses, our operations through November 30, 2012 consisted solely of those of NLASCO and its subsidiaries. Given the significant recent acquisition of PlainsCapital, the remainder of our discussion includes details concerning the banking, mortgage origination and financial advisory operations of PlainsCapital and its subsidiaries, as well as the property and casualty insurance operations of NLASCO and its subsidiaries.

Organizational Structure

Our organizational structure is comprised of two primary operating business units, NLASCO, Inc. (insurance) and PlainsCapital Corporation (financial services and products). Within the PlainsCapital unit are three primary wholly owned subsidiaries: PlainsCapital Bank, PrimeLending and First Southwest. Under U.S. GAAP, our business units are comprised of four reportable business segments: banking, mortgage origination, insurance and financial advisory. Prior to the Merger with PlainsCapital, Hilltop operated as a single segment through its insurance subsidiary, NLASCO, given the integrated monitoring, control and management of its fire and homeowners insurance business lines. The following provides additional details regarding our updated organizational structure at December 31, 2012.

Geographic Dispersion of our Businesses

At December 31, 2012, we had $4.7 billion in deposits. The following table summarizes the geographic dispersion of our deposit portfolio at December 31, 2012 (dollars in thousands).

	West Texas (1)			DFW (2)			Central/South (3)			Other (4)			Total
Demand deposits	$	160,158		$	103,241		$	53,999		$	81,277		$	398,675
NOW accounts	57,127			41,162			7,948			325			106,562
Money market deposit accounts	804,240			1,181,915			370,547			407			2,357,109
Brokered money market deposit accounts	—			—			—			263,193			263,193
Other savings deposits	46,455			52,949			80,635			328			180,367
Time deposits	398,908			689,480			84,251			2,793			1,175,432
Brokered time deposits	—			—			—			219,123			219,123
Total deposits	1,466,888			2,068,747			597,380			567,446			4,700,461
Percentage of total deposits	31.2		%	44.0		%	12.7		%	12.1		%	100.0		%

(1)“West Texas” consists of deposits originated in Lubbock, Texas.

(2)“DFW” primarily consists of deposits originated in the Dallas/Fort Worth, Texas metroplex area.

(3)“Central/South” primarily consists of deposits originated in Austin, Texas and San Antonio, Texas.

(4)“Other” consists of deposits that are not managed on a regional basis.

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At December 31, 2012, we had $3.2 billion in loans held for investment. The following table summarizes the geographic dispersion of our loan portfolio at December 31, 2012 (dollars in thousands).

	West Texas (1)			DFW (2)			Central/South (3)			Other (4)			Total
Commercial and industrial	$	319,234		$	729,492		$	308,686		$	302,881		$	1,660,293
Real estate	215,553			609,596			359,088			—			1,184,237
Construction and land development	23,558			156,379			100,537			—			280,474
Consumer	11,886			10,906			4,600			—			27,392
Total loans	570,231			1,506,373			772,911			302,881			3,152,396
Percentage of total loans	18.1		%	47.8		%	24.5		%	9.6		%	100.0		%

(1)“West Texas” consists of loans originated from Lubbock, Texas.

(2)“DFW” primarily consists of loans originated in the Dallas/Fort Worth, Texas metroplex area.

(3)“Central/South” primarily consists of loans originated from Austin, Texas and San Antonio, Texas.

(4)“Other” consists of margin loans held by FSC and lease financing.

For the month of December 2012, approximately 60% of PrimeLending’s origination volume was concentrated in seven states (no other state had volume of 4% or more). The following table is a summary of the origination volume by state (in thousands).

			% of
	Volume		Total
Texas	$	275,739	21.4	%
California	217,100		16.9	%
North Carolina	78,881		6.1	%
Virginia	56,387		4.4	%
Maryland	55,870		4.3	%
Tennessee	53,783		4.2	%
Arizona	47,507		3.7	%
All other states	501,688		39.0	%
	$	1,286,955	100.0	%

We distribute our insurance products through a broad network of independent agents in 27 states and a select number of managing general agents, referred to as MGAs. The following table sets forth our total gross written premiums by state for the periods shown (in thousands).

	Year Ended December 31,
			% of				% of				% of
	2012		Total		2011		Total		2010		Total
Texas	$	118,361	69.5	%	$	117,046	73.0	%	$	107,992	74.8	%
Oklahoma	15,398		9.0	%	10,804		6.7	%	6,777		4.7	%
Arizona	13,914		8.2	%	12,376		7.7	%	11,268		7.8	%
Tennessee	10,527		6.2	%	9,489		5.9	%	8,562		5.9	%
Georgia	5,454		3.2	%	4,380		2.7	%	3,297		2.3	%
Louisiana	3,081		1.8	%	2,973		1.9	%	3,022		2.1	%
Missouri	1,244		0.7	%	1,170		0.7	%	1,230		0.9	%
Nevada	991		0.6	%	1,015		0.6	%	1,015		0.7	%
All other states	1,231		0.7	%	1,188		0.7	%	1,205		0.8	%
Total	$	170,201	100.0	%	$	160,441	100.0	%	$	144,368	100.0	%

FSC, a diversified investment banking firm and a registered broker-dealer, competes for business nation-wide. Over 70% of its public finance financial advisory revenues are from entities located in Texas.

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Business Segments

We operate in four business segments: banking, mortgage origination, insurance and financial advisory. For more financial information about each of these business segments, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” herein. See also Note 27 in the notes to our consolidated financial statements included under Item 8, “Financial Statements and Supplementary Data.”

Banking

The operations of the Bank comprise our banking segment.  At December 31, 2012, our banking segment had $6.2 billion in assets and total deposits of $4.7 billion. The primary sources of our deposits are residents and businesses located in the Texas markets we serve.

Business Banking.  Our business banking customers primarily consist of agribusiness, energy, health care, institutions of higher education, real estate (including construction and land development) and wholesale/retail trade companies. We provide these customers with extensive banking services, such as Internet banking, business check cards and other add-on services as determined on a customer-by-customer basis. Our treasury management services, which are designed to reduce the time, burden and expense of collecting, transferring, disbursing and reporting cash, are also available to our business customers. We offer these business customers lines of credit, equipment loans and leases, letters of credit, agricultural loans, commercial real estate loans and other loan products.

The table below sets forth a distribution of the banking segment’s business loans, by type, and all other loans at December 31, 2012 (dollars in thousands). The commercial and industrial loans category includes a $1.6 billion warehouse line of credit extended to PrimeLending, of which $1.3 billion was drawn at December 31, 2012. Amounts advanced against the warehouse line are included in the table below, but are eliminated from the consolidated balance sheet.

			% of Total
	Amount		Loans
Loans:
Commercial and industrial	$	2,649,158	64.0	%
Real estate	1,184,885		28.5	%
Construction and land development	280,474		6.8	%
Total business loans	4,114,517		99.3	%
All other loans	27,392		0.7	%
Total loans	$	4,141,909	100.0	%

Commercial and industrial loans are primarily made within our market areas in Texas and are underwritten on the basis of the borrower’s ability to service the debt from income. In general, commercial and industrial loans involve more credit risk than residential and commercial mortgage loans and, therefore, usually yield a higher return. The increased risk in commercial and industrial loans results primarily from the type of collateral securing these loans, which typically includes commercial real estate, accounts receivable, equipment and inventory. Additionally, increased risk arises from the expectation that commercial and industrial loans generally will be serviced principally from the operations of the business, and those operations may not be successful.  Historical trends have shown these types of loans to have higher delinquencies than mortgage loans. As a result of the additional risk and complexity associated with commercial and industrial loans, such loans require more thorough underwriting and servicing than loans to individuals. To manage these risks, our policy is to attempt to secure commercial and industrial loans with both the assets of the borrowing business and other additional collateral and guarantees that may be available. In addition, depending on the size of the credit, we actively monitor certain fiscal measures of the borrower, including cash flow, collateral value and other appropriate credit factors. We also have processes in place to analyze and evaluate on a regular basis our exposure to industries, products, market changes and economic trends.

The Bank also offers term financing on commercial real estate properties that include retail, office, multi-family, industrial, warehouse and non-owner occupied single family residences. Commercial mortgage lending can involve high principal loan amounts, and the repayment of these loans is dependent, in large part, on a borrower’s on-going business operations or on income generated from the properties that are leased to third parties. As a general practice, the Bank requires its commercial mortgage loans to be secured with first lien positions on the underlying property, to generate adequate equity

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margins, to be serviced by businesses operated by an established management team, and to be guaranteed by the principals of the borrower. The Bank seeks lending opportunities where cash flow from the collateral provides adequate debt service coverage and/or the guarantor’s net worth is comprised of assets other than the project being financed.

The Bank offers construction financing for (i) commercial, retail, office, industrial, warehouse and multi-family developments, (ii) residential developments and (iii) single family residential properties. Loans to finance these transactions are generally secured by first liens on the underlying real property. We generally require that the subject property of a construction loan for commercial real estate be pre-leased. The Bank conducts periodic completion inspections, either directly or through an agent, prior to approval of periodic draws on these loans. Construction loans involve additional risks because loan funds are advanced upon the security of a project under construction, and the project is of uncertain value prior to its completion. Because of uncertainties inherent in estimating construction costs, the market value of the completed project and the effects of governmental regulation on real property, it can be difficult to accurately evaluate the total funds required to complete a project and the related loan-to-value ratio. As a result of these uncertainties, construction lending often involves the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather than the ability of a borrower or guarantor to repay the loan. If the Bank is forced to foreclose on a project prior to completion, it may not be able to recover the entire unpaid portion of the loan. Additionally, it may be required to fund additional amounts to complete a project and may have to hold the property for an indeterminate period of time.

In addition to the real estate lending activities described above, a portion of the Bank’s real estate portfolio consists of single family residential mortgage loans typically collateralized by owner occupied properties located in its market areas.  These residential mortgage loans are generally secured by a first lien on the underlying property and have maturities of five years or less. Longer term mortgage financing is provided for certain customers within the Bank’s private banking group. At December 31, 2012, the Bank had $199.1 million in one-to-four family residential loans, which represented 4.80% of its total loans held for investment.

Personal Banking.  We offer a broad range of personal banking products and services for individuals. Similar to our business banking operations, we also provide our personal banking customers with a variety of add-on features such as check cards, safe deposit boxes, Internet banking, bill pay, overdraft privilege services, gift cards and access to automated teller machine (ATM) facilities throughout the United States. We offer a variety of deposit accounts to our personal banking customers including savings, checking, interest-bearing checking, money market and certificates of deposit.

We loan to individuals for personal, family and household purposes, including lines of credit, home improvement loans, home equity loans, credit cards and loans for purchasing and carrying securities. At December 31, 2012, we had $27.4 million of loans for these purposes, which are shown in the previous table as “All other loans.”

Wealth and Investment Management.  Our private banking team personally assists high net worth individuals and their families with their banking needs, including depository, credit, asset management, and trust and estate services. We offer trust and asset management services in order to assist these customers in managing, and ultimately transferring, their wealth. Our wealth management services provide personal trust, investment management and employee benefit plan administration services, including estate planning, management and administration, investment portfolio management, employee benefit accounts and individual retirement accounts.

Mortgage Origination

Our mortgage origination segment operates through a wholly owned subsidiary of the Bank, PrimeLending. Founded in 1986, PrimeLending is a residential mortgage banker licensed to originate and close loans in all 50 states and the District of Columbia. At December 31, 2012, it operated from 280 locations in 42 states, originating approximately 21% of its mortgages from its Texas locations and approximately 17% of its mortgages from locations in California. The mortgage lending business is subject to seasonality, as we typically experience increased loan origination volume from purchases of homes during the spring and summer, when more people tend to move and buy or sell homes, and the overall demand for mortgage loans is driven largely by the applicable interest rates at any given time.

PrimeLending handles loan processing, underwriting and closings in-house. Mortgage loans originated by PrimeLending are funded through a warehouse line of credit maintained with the Bank. PrimeLending sells substantially all mortgage loans it originates to various investors in the secondary market, servicing released, although PrimeLending may retain servicing under certain conditions. As these mortgage loans are sold in the secondary market, PrimeLending pays down its warehouse line of credit with the Bank. Loans sold are subject to certain standard indemnification provisions with investors, including the repurchase of loans sold and the repayment of sales proceeds to investors under certain conditions.

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Our mortgage lending underwriting strategy, driven in large measure by secondary market investor standards, seeks to originate substantially only conforming loans. Our underwriting practices include:

·granting loans on a sound and collectible basis;

·obtaining a balance between maximum yield and minimum risk;

·ensuring that primary and secondary sources of repayment are adequate in relation to the amount of the loan; and

·ensuring that each loan is properly documented and, if appropriate, adequately insured.

In addition to its branch office network, PrimeLending, through PrimeLending Ventures, LLC, establishes “affiliated business arrangements” to originate residential mortgages for customers of referring business partners and for other customers not associated with business partners. At December 31, 2012, PrimeLending Ventures, LLC had two active affiliated business arrangements.

Since its inception in 1986, PrimeLending has grown from originating approximately $80 million in mortgage loans annually with a staff of 20 individuals to originating $13.7 billion in loans in 2012 with approximately 2,650 employees. PrimeLending offers a variety of loan products catering to the specific needs of borrowers seeking purchase or refinancing options, including 30-year and 15-year fixed rate conventional mortgages, adjustable rate mortgages, jumbo loans, and Federal Housing Administration (FHA) and Veteran Affairs (VA) loans. Mortgage loans originated by PrimeLending are secured by a first lien on the underlying property. PrimeLending does not currently originate subprime loans (which we define to be loans to borrowers having a Fair Isaac Corporation (FICO) score lower than 620 or that do not comply with applicable agency or investor-specific underwriting guidelines).

Insurance

The operations of NLASCO comprise our insurance segment. NLASCO specializes in providing fire and limited homeowners insurance for low value dwellings and manufactured homes primarily in Texas and other areas of the south, southeastern and southwestern United States. NLASCO’s product line also includes enhanced homeowners products offering higher coverage limits with distribution restricted to select agents. NLASCO targets underserved markets through a broad network of independent agents in 27 states and a select number of MGAs, which require underwriting expertise that many larger carriers have been unwilling to develop given the relatively small volume of premiums produced by local agents.

Ratings.  Many insurance buyers, agents and brokers use the ratings assigned by A.M. Best and other rating agencies to assist them in assessing the financial strength and overall quality of the companies from which they purchase insurance. The ratings for NLIC and ASIC of “A” (Excellent) were affirmed by A.M. Best in April 2012. An “A” rating is the third highest of 16 rating categories used by A.M. Best. In evaluating a company’s financial and operating performance, A.M. Best reviews a company’s profitability, leverage and liquidity, as well as its book of business, the adequacy and soundness of its reinsurance, the quality and estimated market value of its assets, the adequacy of its liabilities for losses and loss adjustment expenses (“LAE”), the adequacy of its surplus, its capital structure, the experience and competence of its management and its market presence. This rating assignment is subject to the ability to meet A.M. Best’s expectations as to performance and capitalization on an ongoing basis, and is subject to revocation or revision at any time at the sole discretion of A.M. Best. NLASCO cannot ensure that NLIC and ASIC will maintain their present ratings.

Product Lines.  NLASCO’s business is conducted in two product lines: personal lines and commercial lines. The personal lines include homeowners, dwelling fire, manufactured home, flood and vacant policies. The commercial lines include commercial, builders risk, builders risk renovation, sports liability and inland marine policies.

The NLASCO companies specialize in writing fire and homeowners insurance coverage for low value dwellings and manufactured homes. The vast majority of NLASCO’s property coverage is written on policies that provide actual cash value payments, as opposed to replacement cost. Under actual cash value policies, the insured is entitled to receive only the cost of replacing or repairing damaged or destroyed property with comparable new property, less depreciation. In 2010, NLASCO expanded its homeowners insurance products to include replacement cost coverage, which also includes limited water coverage. These new products are being marketed and sold primarily in Texas. The development and implementation of these new products contributed to the premium growth at NLASCO in 2011 and 2012.

Underwriting and Pricing.  NLASCO applies its regional expertise, underwriting discipline and a risk-adjusted, return-on-equity-based approach to capital allocation to primarily offer short-tail insurance products in its target markets. NLASCO’s

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underwriting process involves securing an adequate level of underwriting information from its independent agents, identifying and evaluating risk exposures and then pricing the risks it chooses to accept. Management reviews pricing on an ongoing basis to monitor any emerging issues on a specific coverage or geographic territory.

Catastrophe Exposure. NLASCO maintains a comprehensive risk management strategy, which includes actively monitoring its catastrophe prone territories by zip code to ensure a diversified book of risks. NLASCO utilizes software and risk support from its reinsurance brokers to analyze its portfolio and catastrophe exposure. Biannually, NLASCO has its entire portfolio analyzed by its reinsurance broker who utilizes hurricane models to predict risk.

Reinsurance. NLASCO purchases reinsurance to reduce its exposure to liability on individual risks and claims and to protect against catastrophe losses. NLASCO’s management believes that less volatile, yet reasonable returns are in the long-term interest of NLASCO.

Reinsurance involves an insurance company transferring, or ceding, a portion of its risk to another insurer, the reinsurer.  The reinsurer assumes the exposure in return for a portion of the premium. The ceding of risk to a reinsurer does not legally discharge the primary insurer from its liability for the full amount of the policies on which it obtains reinsurance.  Accordingly, the primary insurer remains liable for the entire loss if the reinsurer fails to meet its obligations under the reinsurance agreement, and as a result, the primary insurer is exposed to the risk of non-payment by its reinsurers. In formulating its reinsurance programs, NLASCO believes that it is selective in its choice of reinsurers and considers numerous factors, the most important of which are the financial stability of the reinsurer, its history of responding to claims and its overall reputation.

NLASCO purchases catastrophe excess of loss reinsurance to a limit that exceeds the Hurricane 250-year return time as modeled by RMS Risk Link v.11.0 and exceeds the Hurricane 500-year return time as modeled by AIR Classic v.14.0.

Liabilities for Unpaid Losses and Loss Adjustment Expenses.  NLASCO’s liabilities for losses and loss adjustment expenses include liabilities for reported losses, liabilities for incurred but not reported, or IBNR, losses and liabilities for LAE, less a reduction for reinsurance recoverables related to those liabilities. The amount of liabilities for reported claims is based primarily on a claim-by-claim evaluation of coverage, liability, injury severity or scope of property damage, and any other information considered relevant to estimating exposure presented by the claim. The amounts of liabilities for IBNR losses and LAE are estimated on the basis of historical trends, adjusted for changes in loss costs, underwriting standards, policy provisions, product mix and other factors. Estimating the liability for unpaid losses and LAE is inherently judgmental and is influenced by factors that are subject to significant variation. Liabilities for LAE are intended to cover the ultimate cost of settling claims, including investigation and defense of lawsuits resulting from such claims. Based upon the contractual terms of the reinsurance agreements, reinsurance recoverables offset, in part, NLASCO’s gross liabilities.

Significant periods of time can elapse between the occurrence of an insured loss, the reporting of the loss to the insurer and the insurer’s payment of that loss. NLASCO’s liabilities for unpaid losses represent the best estimate at a given point in time of what it expects to pay claimants, based on facts, circumstances and historical trends then known. During the loss settlement period, additional facts regarding individual claims may become known and, consequently, it often becomes necessary to refine and adjust the estimates of liability.

The following tables set forth the annual calendar year-end reserves of NLIC and ASIC since 2003 and the subsequent development of these reserves through December 31, 2012. These tables present accident or policy year development data.  The first line of the table shows, for the years indicated, net liability, including IBNR, as originally estimated. The next section of the table sets forth the re-estimates in later years of incurred losses, including payments, for the years indicated. The changes in the original estimate are caused by a combination of factors, including: (1) claims being settled for amounts different than originally estimated; (2) the net liability being increased or decreased for claims remaining open as more information becomes known about those individual claims; and (3) more or fewer claims being reported after December 31, 2003 than had occurred prior to that date. The bottom section of the table shows, by year, the cumulative amounts of net losses and LAE paid as of the end of each succeeding year.

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The “net cumulative redundancy (deficiency)” represents, as of December 31, 2012, the difference between the latest re-estimated net liability and the net liability as originally estimated for losses and LAE retained by us. A redundancy means the original estimate was higher than the current estimate; and a deficiency means that the original estimate was lower than the current estimate. The following tables are presented net of reinsurance recoverable.

National Lloyds Insurance Company
Analysis of Loss Reserve Development
(in thousands)

	Year Ended December 31,
	2003		2004		2005		2006		2007		2008		2009			2010		2011			2012
Original Reserve*	$	35,061	$	33,951	$	41,282	$	47,684	$	44,613	$	65,592	$	60,392		$	55,482	$	81,589		$	87,943
1 year later	32,887		28,106		36,332		43,640		44,064		64,864		62,337			54,987		82,065
2 years later	32,559		27,593		40,391		43,465		44,134		65,070		62,014			54,672
3 years later	31,614		25,747		41,231		43,394		43,950		64,702		61,759
4 years later	31,030		25,712		39,735		43,387		43,788		64,569
5 years later	31,088		25,579		39,699		43,366		43,649
6 years later	31,072		25,582		39,675		43,365
7 years later	31,066		25,568		39,674
8 years later	31,054		25,566
9 years later	31,048
Net cumulative redundancy (deficiency)	4,013		8,385		1,608		4,319		964		1,023		(1,367		)	810		(476		)
Cumulative amount of net liability paid as of:
1 year later	30,867		24,747		32,871		42,301		42,478		63,761		59,977			53,387		79,853
2 years later	30,818		25,149		34,625		42,668		43,245		64,203		60,517			53,872
3 years later	30,875		25,388		36,157		43,140		43,495		64,391		61,081
4 years later	30,989		25,462		39,533		43,361		43,563		64,477
5 years later	31,026		25,521		39,646		43,365		43,648
6 years later	31,030		25,538		37,674		43,365
7 years later	31,029		25,564		39,674
8 years later	31,051		25,565
9 years later	31,048

* Including amounts paid in respective year.

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American Summit Insurance Company
Analysis of Loss Reserve Development
(in thousands)

	Year Ended December 31,
	2003		2004		2005		2006			2007		2008		2009		2010			2011		2012
Original Reserve*	$	6,235	$	8,297	$	11,041	$	13,003		$	9,351	$	12,769	$	9,773	$	12,486		$	14,829	$	13,547
1 year later	5,322		7,388		9,932		13,014			9,154		12,009		9,423		13,153			14,126
2 years later	5,512		6,999		9,918		12,998			9,335		11,943		9,088		12,974
3 years later	5,563		6,859		9,918		13,435			9,235		11,880		9,023
4 years later	5,401		6,772		9,797		13,216			9,200		12,048
5 years later	5,396		6,714		9,820		13,195			9,197
6 years later	5,394		6,787		9,815		13,188
7 years later	5,396		6,743		9,812
8 years later	5,417		6,730
9 years later	5,417
Net cumulative redundancy (deficiency)	818		1,567		1,229		(185		)	154		721		750		(488		)	703
Cumulative amount of net liability paid as of:
1 year later	4,987		6,566		9,341		12,429			8,732		11,560		8,800		12,390			13,511
2 years later	5,612		6,610		9,578		12,639			9,095		11,637		8,803		12,632
3 years later	5,756		6,682		9,679		13,326			9,193		11,726		8,917
4 years later	5,393		6,699		9,740		13,161			9,196		12,040
5 years later	5,393		6,714		9,813		13,188			9,196
6 years later	5,394		6,720		9,813		13,188
7 years later	5,394		6,723		9,812
8 years later	5,417		6,730
9 years later	5,417

* Including amounts paid in respective year.

Please refer to Note 25 in the notes to consolidated financial statements for a reconciliation of the reserves presented in the tables above to the reserves for losses and loss adjustment expenses set forth in the consolidated balance sheets at December 31, 2012 and 2011.

Current loss reserve development has been favorable with the exception of accident year 2009. In the accident years 2007 and 2008, the developed reserves as of December 31, 2012 were $1.1 million and $1.8 million, respectively, less than the initial carried reserve for each year. During accident year 2009, however, loss development was unfavorable by $0.6 million due to unfavorable development at NLIC of $1.4 million. The unfavorable development at NLIC in accident year 2009 was due to adverse development on our homeowners product of $0.6 million. During accident year 2010, the loss development was favorable by $0.3 million due to favorable development at NLIC of $0.8 million, offset by unfavorable development at ASIC of $0.5 million. The unfavorable development at ASIC in accident year 2010 is due to adverse development on homeowners products of $0.4 million. The favorable development of $0.2 million during accident year 2011 was due to favorable development of $0.7 million at ASIC, offset by unfavorable development of $0.5 million at NLIC. For the accident years 2003 through 2007, the reserves were $22.9 million favorable. Starting in 2002, IBNR loss reserves were strengthened, contributing to the favorable development in accident years 2003, 2004 and 2005. This strengthening of reserves was due to increases in direct premium written and increased net premium written from reductions in quota share reinsurance, a form of pro rata insurance.

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The following table is a reconciliation of the gross liability to net liability for losses and loss adjustment expenses (in thousands).

	December 31, *
	2007			2008			2009			2010			2011			2012
Gross unpaid losses	$	18,091		$	34,023		$	33,780		$	58,882		$	44,835		$	34,012
Reinsurance recoverable	(2,692		)	(14,613		)	(21,102		)	(43,773		)	(25,083		)	(10,385		)
Net unpaid losses	$	15,399		$	19,410		$	12,678		$	15,109		$	19,752		$	23,627

*Information is not presented for the periods ended prior to January 31, 2007, as that is the date Hilltop Holdings Inc. acquired the insurance operations.

Financial Advisory

Our financial advisory segment operates through First Southwest. FSC, a wholly owned subsidiary of First Southwest, is a diversified investment banking firm and a registered broker-dealer with the Securities and Exchange Commission (the “SEC”) and the Financial Industry Regulatory Authority (“FINRA”). First Southwest’s primary focus is on providing public finance services.

At December 31, 2012, First Southwest employed approximately 400 people and maintained 26 locations nationwide, nine of which are in Texas. At December 31, 2012, First Southwest maintained $114.4 million in equity capital and had more than 1,600 public sector clients. At December 31, 2012, it had consolidated assets of $592.0 million.

First Southwest has five primary lines of business: (i) public finance, (ii) capital markets, (iii) correspondent clearing services, (iv) asset management and (v) corporate finance.

Public Finance.  First Southwest’s public finance group represents its largest department. This group advises cities, counties, school districts, utility districts, tax increment zones, special districts, state agencies and other governmental entities nationwide. In addition, the group provides specialized advisory and investment banking services for airports, convention centers, healthcare institutions, institutions of higher education, housing, industrial development agencies, toll road authorities, and public power and utility providers.

Capital Markets.  Through its capital markets group, First Southwest trades fixed income securities to support sales and other customer activities, underwrites tax-exempt and taxable fixed income securities and trades equities on an agency basis on behalf of its retail and institutional clients. In addition, First Southwest provides asset and liability management advisory services to community banks.

Correspondent Clearing Services.  The correspondent clearing services group offers omnibus and fully disclosed clearing services to FINRA member firms for trade executing, clearing and back office services. Services are provided to approximately 75 correspondent firms.

Asset Management.  First Southwest Asset Management is an investment advisor registered under the Investment Advisors Act of 1940 providing state and local governments with advice and assistance with respect to arbitrage rebate compliance, portfolio management and local government investment pool administration. In the area of arbitrage rebate, First Southwest Asset Management advises municipalities with respect to the emerging regulations relating to arbitrage rebates. Further, First Southwest Asset Management assists governmental entities with the complexities of investing public funds in the fixed income markets. As an investment adviser registered with the SEC, First Southwest Asset Management promotes cash management-based investment strategies that seek to adhere to the standards imposed by the fiduciary responsibilities of investment officers of public funds. At December 31, 2012, First Southwest Asset Management served as administrator for local government investment pools totaling $8.3 billion, investment manager of $6.2 billion in short-term fixed income portfolios of municipal governments and investment advisor for $6.2 billion invested by municipal governments.

Corporate Finance.  First Southwest’s corporate finance group provides focused and tailored investment banking services to institutions and corporations. These services include capital raising, advisory services and corporate restructuring.

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Competition

We face significant competition with respect to the business segments in which we operate and the geographic markets we serve. Our lending and mortgage origination competitors include commercial banks, savings banks, savings and loan associations, credit unions, finance companies, pension trusts, mutual funds, insurance companies, mortgage bankers and brokers, brokerage and investment banking firms, asset-based non-bank lenders, government agencies and certain other non-financial institutions. Competition for deposits and in providing lending and mortgage origination products and services to businesses in our market area is intense and pricing is important. Other factors encountered in competing for savings deposits are convenient office locations, interest rates and fee structures of products offered. Direct competition for savings deposits also comes from other commercial bank and thrift institutions, money market mutual funds and corporate and government securities that may offer more attractive rates than insured depository institutions are willing to pay. Competition for loans includes such additional factors as interest rate, loan origination fees and the range of services offered by the provider. We seek to distinguish ourselves from our competitors through our commitment to personalized customer service and responsiveness to customer needs while providing a range of competitive loan and deposit products and other services.

Our insurance business competes with a large number of other companies in its selected lines of business, including major U.S. and non-U.S. insurers, regional companies, mutual companies, specialty insurance companies, underwriting agencies and diversified financial services companies. The personal lines market in Texas is dominated by a few large carriers and their subsidiaries and affiliates. We seek to distinguish ourselves from our competitors by targeting underserved market segments that provide us with the best opportunity to obtain favorable policy terms, conditions and pricing.

We also face significant competition for financial advisory services on a number of factors such as price, perceived expertise, range of services, and local presence. Our financial advisory business competes directly with numerous other financial advisory and investment banking firms, broker-dealers and banks, including large national and major regional firms and smaller niche companies, some of whom are not broker-dealers and, therefore, are not subject to the broker-dealer regulatory framework. Many of our competitors have substantially greater financial resources, lending limits and larger branch networks than we do, and offer a broader range of products and services. Our financial advisory business competes on the basis of a number of factors, including the quality of advice and service, innovation, reputation and price.

Employees

At December 31, 2012, we employed approximately 3,950 persons, substantially all of which are full-time. None of our employees are represented by any collective bargaining unit or a party to any collective bargaining agreement.

Government Supervision and Regulation

General

We are subject to extensive regulation under federal and state laws. The regulatory framework is intended primarily for the protection of customers and clients of our financial advisory services, depositors, borrowers, the insurance funds of the FDIC and SIPC and the banking system as a whole, and not for the protection of our stockholders or creditors. In many cases, the applicable regulatory authorities have broad enforcement power over bank holding companies, banks and their subsidiaries, including the power to impose substantial fines and other penalties for violations of laws and regulations. The following discussion describes the material elements of the regulatory framework that applies to us and our subsidiaries. References in this Annual Report to applicable statutes and regulations are brief summaries thereof, do not purport to be complete, and are qualified in their entirety by reference to such statutes and regulations.

Recent Regulatory Developments. New regulations and statutes are regularly proposed and/or adopted that contain wide-ranging proposals for altering the structures, regulations and competitive relationships of financial institutions operating and doing business in the United States. Certain of these recent proposals and changes are described below.

On July 21, 2010, President Obama signed into law the Dodd-Frank Act. The Dodd-Frank Act aims to restore responsibility and accountability to the financial system by significantly altering the regulation of financial institutions and the financial services industry. Most of the provisions contained in the Dodd-Frank Act have delayed effective dates. Full implementation of the Dodd-Frank Act will require many new rules to be issued by federal regulatory agencies over the next several years, which will profoundly affect how financial institutions will be regulated in the future. The ultimate effect of the Dodd-Frank Act and its implementing regulations on the financial services industry in general, and on us in particular, is uncertain at this time.

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The Dodd-Frank Act, among other things:

·Established the Consumer Financial Protection Bureau (the “CFPB”), an independent organization within the Federal Reserve which has the authority to promulgate consumer protection regulations applicable to all entities offering consumer financial products or services, including banks and mortgage originators. The CFPB has broad rule-making authority for a wide range of consumer protection laws, including the authority to prohibit “unfair, deceptive or abusive” acts and practices.

·Established the Financial Stability Oversight Council, tasked with the authority to identify and monitor institutions and systems which pose a systemic risk to the financial system, and to impose standards regarding capital, leverage, liquidity, risk management, and other requirements for financial firms.

·Changed the base for FDIC insurance assessments.

·Increased the minimum reserve ratio for the Deposit Insurance Fund from 1.15% to 1.35% (the FDIC subsequently increased it by regulation to 2.00%).

·Permanently increased the deposit insurance coverage amount from $100,000 to $250,000.

·Directed the Federal Reserve to establish interchange fees for debit cards pursuant to a restrictive “reasonable and proportional cost” per transaction standard.

·Limits the ability of banking organizations to sponsor or invest in private equity and hedge funds and to engage in proprietary trading in a provision known as the “Volcker Rule”.

·Grants the U.S. government authority to liquidate or take emergency measures with respect to troubled nonbank financial companies that fall outside the existing resolution authority of the FDIC, including the establishment of an orderly liquidation fund.

·Increases regulation of asset-backed securities, including a requirement that issuers of asset-backed securities retain at least 5% of the risk of the asset-backed securities.

·Increases regulation of consumer protections regarding mortgage originations, including banker compensation, minimum repayment standards, and prepayment consideration.

·Establishes new disclosure and other requirements relating to executive compensation and corporate governance.

On June 21, 2010, the Federal Reserve Board, the Office of the Comptroller of the Currency, the Office of Thrift Supervision and the FDIC jointly issued comprehensive final guidance on incentive compensation policies (the “Incentive Compensation Guidance”) intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The Incentive Compensation Guidance sets expectations for banking organizations concerning their incentive compensation arrangements and related risk-management, control and governance processes. The Incentive Compensation Guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon three primary principles: (i) balanced risk-taking incentives, (ii) compatibility with effective controls and risk management, and (iii) strong corporate governance. Any deficiencies in compensation practices that are identified may be incorporated into the organization’s supervisory ratings, which can affect its ability to make acquisitions or perform other actions. In addition, under the Incentive Compensation Guidance, a banking organization’s federal supervisor may initiate enforcement action if the organization’s incentive compensation arrangements pose a risk to the safety and soundness of the organization.

On April 14, 2011, the Federal Reserve Board and various other federal agencies published a notice of proposed rulemaking implementing provisions of the Dodd-Frank Act that would require reporting of incentive-based compensation arrangements by a covered financial institution and prohibit incentive-based compensation arrangements at a covered financial institution that provide excessive compensation or that could expose the institution to inappropriate risks that could lead to material financial loss. The Dodd-Frank Act defines “covered financial institution” to include, among other entities, a depository institution or depository institution holding company that has $1 billion or more in assets. There are

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enhanced requirements for institutions with more than $50 billion in assets. The proposed rule states that it is consistent with the Incentive Compensation Guidance.

On January 10, 2013, the CFPB issued a final rule to implement the “qualified mortgage”, or “QM” provisions of the Dodd-Frank Act requiring mortgage lenders to consider consumers’ ability to repay home loans before extending them credit. The final rule describes certain minimum requirements for creditors making ability-to-repay determinations, but does not dictate that they follow particular underwriting models. Lenders will be presumed to have complied with the ability-to-repay rule if they issue “qualified mortgages”, which are generally defined as mortgage loans prohibiting or limiting certain risky features. Loans that do not meet the ability-to-repay standard can be challenged in court by borrowers who default and the absence of ability-to-repay status can be used against a creditor in foreclosure proceedings. The CFPB’s QM rule will take effect on January 10, 2014.

We cannot predict whether or in what form any proposed regulation or statute will be adopted or the extent to which our business may be affected by any new regulation or statute.

Hilltop Holdings Inc.

Hilltop is a legal entity separate and distinct from PlainsCapital and its other subsidiaries. On November 30, 2012, concurrent with the consummation of the Merger with PlainsCapital Corporation, Hilltop became a financial holding company registered under the Bank Holding Company Act, as amended by the Gramm-Leach-Bliley Act. Accordingly, it is subject to supervision, regulation and examination by the Federal Reserve Board. The Dodd-Frank Act, Gramm-Leach-Bliley Act, the Bank Holding Company Act and other federal laws subject financial and bank holding companies to particular restrictions on the types of activities in which they may engage and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations.

Changes of control.  Federal and state laws impose additional notice, approval and ongoing regulatory requirements on any investor that seeks to acquire direct or indirect “control” of a regulated holding company, such as Hilltop. These laws include the Bank Holding Company Act, the Change in Bank Control Act and the Texas Insurance Code. Among other things, these laws require regulatory filings by an investor that seeks to acquire direct or indirect “control” of a regulated holding company. The determination whether an investor “controls” a regulated holding company is based on all of the facts and circumstances surrounding the investment.  As a general matter, an investor is deemed to control a depository institution or other company if the investor owns or controls 25% or more of any class of voting stock. Subject to rebuttal, an investor may be presumed to control the regulated holding company if the investor owns or controls 10% or more of any class of voting stock. Accordingly, these laws would apply to a person acquiring 10% or more of Hilltop’s common stock.  Furthermore, these laws may discourage potential acquisition proposals and may delay, deter or prevent change of control transactions, including those that some or all of our stockholders might consider to be desirable.

Regulatory Restrictions on Dividends; Source of Strength. It is the policy of the Federal Reserve Board that bank holding companies should pay cash dividends on common stock only out of income available over the past year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. The policy provides that bank holding companies should not maintain a level of cash dividends that undermines the bank holding company’s ability to serve as a source of strength to its banking subsidiaries.

Under Federal Reserve Board policy, a bank holding company is expected to act as a source of financial strength to each of its banking subsidiaries and commit resources to their support. Such support may be required at times when, absent this Federal Reserve Board policy, a holding company may not be inclined to provide it. As discussed herein, a bank holding company, in certain circumstances, could be required to guarantee the capital plan of an undercapitalized banking subsidiary.

Scope of Permissible Activities. Under the Bank Holding Company Act, Hilltop and PlainsCapital generally may not acquire a direct or indirect interest in, or control of more than 5% of, the voting shares of any company that is not a bank or bank holding company. Additionally, the Bank Holding Company Act may prohibit Hilltop from engaging in activities other than those of banking, managing or controlling banks or furnishing services to, or performing services for, its subsidiaries, except that it may engage in, directly or indirectly, certain activities that the Federal Reserve Board has determined to be closely related to banking or managing and controlling banks as to be a proper incident thereto. In approving acquisitions or the addition of activities, the Federal Reserve Board considers, among other things, whether the acquisition or the additional activities can reasonably be expected to produce benefits to the public, such as greater convenience, increased competition, or gains in efficiency, that outweigh such possible adverse effects as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices.

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Notwithstanding the foregoing, the Gramm-Leach-Bliley Act, effective March 11, 2000, eliminated the barriers to affiliations among banks, securities firms, insurance companies and other financial service providers and permits bank holding companies to become financial holding companies and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. The Gramm-Leach-Bliley Act defines “financial in nature” to include: securities underwriting; dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and activities that the Federal Reserve Board has determined to be closely related to banking. Prior to enactment of the Dodd-Frank Act, regulatory approval was not required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that were financial in nature or incidental to activities that were financial in nature, as determined by the Federal Reserve Board.

Under the Gramm-Leach-Bliley Act, a bank holding company may become a financial holding company by filing a declaration with the Federal Reserve Board if each of its subsidiary banks is “well capitalized” under the Federal Deposit Insurance Corporation Improvement Act prompt corrective action provisions, is “well managed”, and has at least a “satisfactory” rating under the Community Reinvestment Act of 1977 (the “CRA”). The Dodd-Frank Act underscores the criteria for becoming a financial holding company by amending the Bank Holding Company Act to require that bank holding companies be “well capitalized” and “well managed” in order to become financial holding companies. Hilltop became a financial holding company on December 1, 2012.

Safe and Sound Banking Practices. Bank holding companies are not permitted to engage in unsafe and unsound banking practices. The Federal Reserve Board’s Regulation Y, for example, generally requires a holding company to give the Federal Reserve Board prior notice of any redemption or repurchase of its equity securities, if the consideration to be paid, together with the consideration paid for any repurchases or redemptions in the preceding year, is equal to 10% or more of the company’s consolidated net worth. In addition, bank holding companies are required to consult with the Federal Reserve Board prior to making any redemption or repurchase, even within the foregoing parameters. The Federal Reserve Board may oppose the transaction if it believes that the transaction would constitute an unsafe or unsound practice or would violate any law or regulation. Depending upon the circumstances, the Federal Reserve Board could take the position that paying a dividend would constitute an unsafe or unsound banking practice.

The Federal Reserve Board has broad authority to prohibit activities of bank holding companies and their nonbanking subsidiaries that represent unsafe and unsound banking practices or that constitute violations of laws or regulations, and can assess civil money penalties for certain activities conducted on a knowing and reckless basis, if those activities caused a substantial loss to a depository institution. The penalties can be as high as $1.425 million for each day the activity continues. In addition, the Dodd-Frank Act authorizes the Federal Reserve Board to require reports from and examine bank holding companies and their subsidiaries, and to regulate functionally regulated subsidiaries of bank holding companies.

Anti-tying Restrictions. Subject to various exceptions, bank holding companies and their affiliates are generally prohibited from tying the provision of certain services, such as extensions of credit, to certain other services offered by a bank holding company or its affiliates.

Capital Adequacy Requirements. The Federal Reserve Board has adopted a system using risk-based capital guidelines to evaluate the capital adequacy of bank holding companies. Under the guidelines, a risk weight factor of 0% to 100% is assigned to each category of assets based generally on the perceived credit risk of the asset class. The risk weights are then multiplied by the corresponding asset balances to determine a “risk-weighted” asset base. At least half of the risk-based capital must consist of core (Tier 1) capital, which is comprised of:

·common stockholders’ equity (includes common stock and any related surplus, undivided profits, disclosed capital reserves that represent a segregation of undivided profits and foreign currency translation adjustments, excluding changes in other comprehensive income (loss));

·certain noncumulative perpetual preferred stock and related surplus; and

·minority interests in the equity capital accounts of consolidated subsidiaries (excludes goodwill and various intangible assets).

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The remainder, supplementary (Tier 2) capital, may consist of:

·allowance for loan losses, up to a maximum of 1.25% of risk-weighted assets;

·certain perpetual preferred stock and related surplus;

·hybrid capital instruments;

·perpetual debt;

·mandatory convertible debt securities;

·term subordinated debt;

·intermediate term preferred stock; and

·certain unrealized holding gains on equity securities.

Total capital is the sum of Tier 1 and Tier 2 capital. The guidelines require a minimum ratio of total capital to total risk-weighted assets of 8.0% (of which at least 4.0% is required to consist of Tier 1 capital elements). At December 31, 2012, our ratio of Tier 1 capital to total risk-weighted assets was 17.72% and our ratio of total capital to total risk-weighted assets was 17.81%.

In addition to the risk-based capital guidelines, the Federal Reserve Board uses a leverage ratio as an additional tool to evaluate the capital adequacy of bank holding companies. The leverage ratio is a company’s Tier 1 capital divided by its average total consolidated assets. We are required to maintain a leverage ratio of 4.0%, and, at December 31, 2012, our leverage ratio was 13.08%. The Tier 1 Capital (to average assets) ratio was calculated using the average assets for the month of December 2012.

The federal banking agencies’ risk-based and leverage ratios are minimum supervisory ratios generally applicable to banking organizations that meet certain specified criteria, assuming that they have the highest regulatory rating. Banking organizations not meeting these criteria are expected to operate with capital positions well above the minimum ratios. The federal bank regulatory agencies may set capital requirements for a particular banking organization that are higher than the minimum ratios when circumstances warrant. Federal Reserve Board guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets.

The Dodd-Frank Act directs federal banking agencies to establish minimum leverage capital requirements and minimum risk-based capital requirements for insured depository institutions, depository institution holding companies, and nonbank financial companies supervised by the Federal Reserve Board. These minimum capital requirements may not be less than the “generally applicable leverage and risk-based capital requirements” applicable to insured depository institutions, in effect applying the same leverage and risk-based capital requirements that apply to insured depository institutions to most bank holding companies. The Dodd-Frank Act, for the first time, embeds in the law a leverage capital requirement as opposed to leaving it to the regulators to use a risk-based capital requirement. However, it is left to the discretion of the agencies to set the leverage ratio requirement through the rulemaking process.

Imposition of Liability for Undercapitalized Subsidiaries. Bank regulators are required to take “prompt corrective action” to resolve problems associated with insured depository institutions whose capital declines below certain levels. In the event an institution becomes “undercapitalized,” it must submit a capital restoration plan. The capital restoration plan will not be accepted by the regulators unless each company having control of the undercapitalized institution guarantees the subsidiary’s compliance with the capital restoration plan up to a certain specified amount. Any such guarantee from a depository institution’s holding company is entitled to a priority of payment in bankruptcy.

The aggregate liability of the holding company of an undercapitalized bank is limited to the lesser of 5% of the institution’s assets at the time it became undercapitalized or the amount necessary to cause the institution to be “adequately capitalized.” The bank regulators have greater power in situations where an institution becomes “significantly” or “critically” undercapitalized or fails to submit a capital restoration plan. For example, a bank holding company controlling such an institution can be required to obtain prior Federal Reserve Board approval of proposed dividends, or might be required to consent to a consolidation or to divest the troubled institution or other affiliates.

Acquisitions by Bank Holding Companies. The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve Board before it may acquire all or substantially all of the assets of any bank, or

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ownership or control of any voting shares of any bank, if after such acquisition it would own or control, directly or indirectly, more than 5% of the voting shares of such bank. In approving bank acquisitions by bank holding companies, the Federal Reserve Board is required to consider, among other things, the financial and managerial resources and future prospects of the bank holding company and the banks concerned, the convenience and needs of the communities to be served, and various competitive factors. In addition, the Dodd-Frank Act requires the Federal Reserve Board to consider “the risk to the stability of the U.S. banking or financial system” when evaluating acquisitions of banks and nonbanks under the Bank Holding Company Act. With respect to interstate acquisitions, the Dodd-Frank Act amends the Bank Holding Company Act by raising the standard by which interstate bank acquisitions are permitted from a standard that the acquiring bank holding company be “adequately capitalized” and “adequately managed”, to the higher standard of being “well capitalized” and “well managed”.

Control Acquisitions. The Change in Bank Control Act prohibits a person or group of persons from acquiring “control” of a bank holding company unless the Federal Reserve Board has been notified and has not objected to the transaction. Under a rebuttable presumption established by the Federal Reserve Board, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, would, under the circumstances set forth in the presumption, constitute acquisition of control of such company.

In addition, an entity is required to obtain the approval of the Federal Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the case of an acquiror that is a bank holding company) or more of any class of our outstanding common stock, or otherwise obtaining control or a “controlling influence” over us.

Emergency Economic Stabilization Act of 2008 and the Small Business Jobs Act of 2010. The U.S. Congress, the U.S. Department of the Treasury (“U.S. Treasury”) and the federal banking regulators have taken broad action since early September 2008 to address volatility in the U.S. banking system. The Emergency Economic Stabilization Act of 2008 (“EESA”) authorized the U.S. Treasury to purchase from financial institutions and their holding companies up to $700 billion in mortgage loans, mortgage-backed securities and certain other financial instruments, including debt and equity securities issued by financial institutions and their holding companies in the Troubled Asset Relief Program (“TARP”). The Dodd-Frank Act reduced the TARP authorization contained in the EESA to $475 billion.

The stated purpose of TARP was to restore confidence and stability to the U.S. banking system and to encourage financial institutions to increase their lending to customers and to each other. The U.S. Treasury allocated $250 billion towards the TARP Capital Purchase Program. Under the Capital Purchase Program, the U.S. Treasury purchased debt or equity securities from eligible participating institutions. The TARP also provided for the direct purchases or guarantees of troubled assets of financial institutions.

On December 19, 2008, PlainsCapital sold 87,631 shares of its Fixed Rate Cumulative Perpetual Stock, Series A and a warrant to purchase, upon net exercise, 4,382 shares of its Fixed Rate Cumulative Perpetual Stock, Series B to the U.S. Treasury for $87.6 million pursuant to the Capital Purchase Program. The U.S. Treasury immediately exercised its warrant on December 19, 2008, and PlainsCapital issued the underlying shares of its Series B Preferred Stock to the U.S. Treasury. On September 27, 2011, PlainsCapital entered into a Securities Purchase Agreement with the Secretary of the Treasury (the “Purchase Agreement”) pursuant to which PlainsCapital issued 114,068 shares of its newly designated Non-Cumulative Perpetual Preferred Stock, Series C for a total purchase price of $114,068,000. The proceeds from the sale of PlainsCapital’s Series C Preferred Stock were used to redeem and repurchase PlainsCapital’s Series A and Series B Preferred Stock. PlainsCapital’s Series C Preferred Stock was issued pursuant to the Small Business Lending Fund program, a $30 billion fund established under the Small Business Jobs Act of 2010 that was created to encourage lending to small businesses by providing capital to qualified community banks with assets of less than $10 billion.  In connection with the Merger, Hilltop assumed PlainsCapital’s obligations under the Purchase Agreement and redeemed PlainsCapital’s outstanding Series C Preferred Stock in exchange for the Hilltop Series B Preferred Stock.

On November 29, 2012, Hilltop filed with the State Department of Assessments and Taxation of the State of Maryland articles supplementary for the Hilltop Series B Preferred Stock, setting forth its terms. Holders of the Hilltop Series B Preferred Stock are entitled to noncumulative cash dividends at a fluctuating dividend rate based on the Bank’s level of qualified small business lending. The Hilltop Series B Preferred Stock is non-voting, except in limited circumstances, and ranks senior to Hilltop’s common stock with respect to the payment of dividends and distribution of assets upon any liquidation, dissolution or winding up of Hilltop.

The terms of the Hilltop Series B Preferred Stock restrict Hilltop’s ability to pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on its common stock and other Hilltop capital stock ranking junior to the Hilltop Series B Preferred Stock, and on other preferred stock and other stock ranking on a

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parity with the Hilltop Series B Preferred Stock, in the event that Hilltop does not declare dividends on the Hilltop Series B Preferred Stock during any dividend period.

The Series B Preferred Stock qualifies as Tier 1 capital and is entitled to receive non-cumulative dividends, payable quarterly, on each January 1, April 1, July 1 and October 1. The dividend rate, as a percentage of the liquidation amount, fluctuates on a quarterly basis during the first 10 quarters from its original issuance by PlainsCapital is outstanding, based upon changes in the level of “Qualified Small Business Lending” (“QSBL”)  at the Bank. Until December 31, 2013, the dividend rate we pay on any outstanding shares of Series B Preferred Stock will fluctuate on a quarterly basis between one percent (1%) and five percent (5%) per annum, based upon changes in the level of qualified small business lending by the Bank measured against the Baseline. From January 1, 2014 through March 26, 2016, if we have not sufficiently increased our small business lending we may become subject to a dividend rate as high as seven percent (7%) per annum, and may be required to pay a dividend rate penalty of 0.5% per quarter. Beginning March 27, 2016, the dividend rate on any outstanding shares of Series B Preferred Stock will be fixed at nine percent (9%) per annum.

Except as noted in the next sentence, the Series B Preferred Stock may be redeemed at any time at the Company’s option, at a redemption price of 100 percent of the liquidation amount plus accrued but unpaid dividends to the date of redemption for the current period, subject to approval of the Federal Reserve Board. In the Merger Agreement, Hilltop agreed not to redeem or otherwise acquire the Company’s Series B Preferred prior to the second anniversary of the closing date of the Merger, or November 30, 2014. For more information, see “Risk Factors—The Treasury’s investment in us imposes restrictions and obligations upon us that could adversely affect the rights of our common stockholders.”

Governmental Monetary Policies. Our earnings are affected by domestic economic conditions and the monetary and fiscal policies of the U.S. government and its agencies. The monetary policies of the Federal Reserve Board have had, and are likely to continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order, among other things, to curb inflation or combat a recession. The monetary policies of the Federal Reserve Board affect the levels of bank loans, investments and deposits through its influence over the issuance of U.S. government securities, its regulation of the discount rate applicable to member banks and its influence over reserve requirements to which member banks are subject. We cannot predict the nature or impact of future changes in monetary and fiscal policies.

PlainsCapital Bank

The Bank is subject to various requirements and restrictions under the laws of the United States, and to regulation, supervision and regular examination by the Texas Department of Banking. The Bank, as a state member bank, is also subject to regulation and examination by the Federal Reserve Board. As a bank with less than $10 billion in assets, the Bank became subject to the regulations issued by the CFPB on July 21, 2011, although the Federal Reserve Board continues to examine the Bank for compliance with federal consumer protection laws. The Bank is also an insured depository institution and, therefore, subject to regulation by the FDIC, although the Federal Reserve Board is the Bank’s primary federal regulator. The Federal Reserve Board, the Texas Department of Banking, the CFPB and the FDIC have the power to enforce compliance with applicable banking statutes and regulations. Such requirements and restrictions include requirements to maintain reserves against deposits, restrictions on the nature and amount of loans that may be made and the interest that may be charged thereon and restrictions relating to investments and other activities of the Bank. In July 2010, the FDIC voted to revise its Memorandum of Understanding with the primary federal regulators to enhance the FDIC’s existing backup authorities over insured depository institutions that the FDIC does not directly supervise. As a result, the Bank may be subject to increased supervision by the FDIC.

Restrictions on Transactions with Affiliates. Transactions between the Bank and its nonbanking affiliates, including Hilltop and PlainsCapital, are subject to Section 23A of the Federal Reserve Act. In general, Section 23A imposes limits on the amount of such transactions, and also requires certain levels of collateral for loans to affiliated parties. It also limits the amount of advances to third parties that are collateralized by the securities or obligations of Hilltop or its subsidiaries. Among other changes, the Dodd-Frank Act expands the definition of “covered transactions” and clarifies the amount of time that the collateral requirements must be satisfied for covered transactions, and amends the definition of “affiliate” in Section 23A to include “any investment fund with respect to which a member bank or an affiliate thereof is an investment advisor.”

Affiliate transactions are also subject to Section 23B of the Federal Reserve Act, which generally requires that certain transactions between the Bank and its affiliates be on terms substantially the same, or at least as favorable to the Bank, as those prevailing at the time for comparable transactions with or involving other nonaffiliated persons. The Federal Reserve

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has also issued Regulation W, which codifies prior regulations under Sections 23A and 23B of the Federal Reserve Act and interpretive guidance with respect to affiliate transactions.

Loans to Insiders. The restrictions on loans to directors, executive officers, principal stockholders and their related interests (collectively referred to herein as “insiders”) contained in the Federal Reserve Act and Regulation O apply to all insured institutions and their subsidiaries and holding companies. These restrictions include limits on loans to one borrower and conditions that must be met before such a loan can be made. There is also an aggregate limitation on all loans to insiders and their related interests. These loans cannot exceed the institution’s total unimpaired capital and surplus, and the Federal Reserve Board may determine that a lesser amount is appropriate. Insiders are subject to enforcement actions for knowingly accepting loans in violation of applicable restrictions. The Dodd-Frank Act amends the statutes placing limitations on loans to insiders by including credit exposures to the person arising from a derivatives transaction, repurchase agreement, reverse repurchase agreement, securities lending transaction, or securities borrowing transaction between the member bank and the person within the definition of an extension of credit.

Restrictions on Distribution of Subsidiary Bank Dividends and Assets. Dividends paid by the Bank have provided a substantial part of PlainsCapital’s operating funds and for the foreseeable future it is anticipated that dividends paid by the Bank to PlainsCapital will continue to be PlainsCapital’s and Hilltop’s principal source of operating funds. Capital adequacy requirements serve to limit the amount of dividends that may be paid by the Bank. Pursuant to the Texas Finance Code, a Texas banking association may not pay a dividend that would reduce its outstanding capital and surplus unless it obtains the prior approval of the Texas Banking Commissioner. Additionally, the FDIC and the Federal Reserve Board have the authority to prohibit Texas state banks from paying a dividend when they determine the dividend would be an unsafe or unsound banking practice. As a member of the Federal Reserve System, the Bank must also comply with the dividend restrictions with which a national bank would be required to comply. Those provisions are generally similar to those imposed by the state of Texas. Among other things, the federal restrictions require that if losses have at any time been sustained by a bank equal to or exceeding its undivided profits then on hand, no dividend may be paid.

In the event of a liquidation or other resolution of an insured depository institution, the claims of depositors and other general or subordinated creditors are entitled to a priority of payment over the claims of holders of any obligation of the institution to its stockholders, including any depository institution holding company (such as PlainsCapital and Hilltop) or any stockholder or creditor thereof.

Branching. The establishment of a branch must be approved by the Texas Department of Banking and the Federal Reserve Board, which consider a number of factors, including financial history, capital adequacy, earnings prospects, character of management, needs of the community and consistency with corporate powers. The regulators will also consider the applicant’s CRA record.

Interstate Branching. Effective June 1, 1997, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 amended the Federal Deposit Insurance Act and certain other statutes to permit state and national banks with different home states to merge across state lines, with approval of the appropriate federal banking agency, unless the home state of a participating bank had passed legislation prior to May 31, 1997 expressly prohibiting interstate mergers. Under the Riegle-Neal Act amendments, once a state or national bank has established branches in a state, that bank may establish and acquire additional branches at any location in the state at which any bank involved in the interstate merger transaction could have established or acquired branches under applicable federal or state law. If a state opted out of interstate branching within the specified time period, no bank in any other state may establish a branch in the state which has opted out, whether through an acquisition or de novo. Under the Dodd-Frank Act, de novo interstate branching by national banks is permitted if, under the laws of the state where the branch is to be located, a state bank chartered in that state would have been permitted to establish a branch.

Prompt Corrective Action. The Federal Deposit Insurance Corporation Improvement Act of 1991 establishes a system of prompt corrective action to resolve the problems of undercapitalized financial institutions. Under this system, the federal banking regulators have established five capital categories (“well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized”) in which all institutions are placed. Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the banking regulator must appoint a receiver or conservator for an institution that is critically undercapitalized. The federal banking agencies have specified by regulation the relevant capital level for each category.

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An institution that is categorized as “undercapitalized”, “significantly undercapitalized” or “critically undercapitalized” is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. A bank holding company must guarantee that a subsidiary depository institution meets its capital restoration plan, subject to various limitations. The controlling holding company’s obligation to fund a capital restoration plan is limited to the lesser of 5% of an undercapitalized subsidiary’s assets at the time it became undercapitalized or the amount required to meet regulatory capital requirements. An undercapitalized institution is also generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital restoration plan or with FDIC approval. The regulations also establish procedures for downgrading an institution to a lower capital category based on supervisory factors other than capital.

FDIC Insurance Assessments. The FDIC has adopted a risk-based assessment system for insured depository institutions that takes into account the risks attributable to different categories and concentrations of assets and liabilities. The system assigns an institution to one of three capital categories: (1) “well capitalized;” (2) “adequately capitalized;” or (3) “undercapitalized.” These three categories are substantially similar to the prompt corrective action categories described above, with the “undercapitalized” category including institutions that are undercapitalized, significantly undercapitalized and critically undercapitalized for prompt corrective action purposes. The FDIC also assigns an institution to one of three supervisory subgroups based on a supervisory evaluation that the institution’s primary federal regulator provides to the FDIC and information that the FDIC determines to be relevant to the institution’s financial condition and the risk posed to the deposit insurance funds. The FDIC may terminate its insurance of deposits if it finds that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

In 2009, the FDIC adopted a final rule requiring a special assessment on insured institutions as part of its effort to rebuild the FDIC deposit insurance fund (“DIF”). The FDIC administers the DIF, and all insured depository institutions are required to pay assessments to the FDIC that fund the DIF.  The Dodd-Frank Act broadens the base for FDIC insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution during the assessment period. On February 7, 2011, the FDIC issued a final rule implementing revisions to the assessment system mandated by the Dodd-Frank Act. The new regulation was effective April 1, 2011 and was reflected in the June 30, 2011 FDIC DIF balance and the invoices for assessments due September 30, 2011. Accruals for DIF assessments were $0.2 million for the month ended December 31, 2012.

The FDIC is required to maintain a designated reserve ratio of the DIF to insured deposits in the United States. The Dodd-Frank Act requires the FDIC to assess insured depository institutions to achieve a DIF ratio of at least 1.35 percent by September 30, 2020. Pursuant to its authority in the Dodd-Frank Act, the FDIC on December 20, 2010, published a final rule establishing a higher long-term target DIF ratio of greater than 2%. Deposit insurance assessment rates are subject to change by the FDIC and will be impacted by the overall economy and the stability of the banking industry as a whole. The FDIC will notify the Bank concerning an assessment rate that we will be charged for the assessment period. As a result of the new regulations, we expect to incur higher annual deposit insurance assessments, which could have a significant adverse impact on our financial condition and results of operations.

The Dodd-Frank Act permanently increased the standard maximum deposit insurance amount from $100,000 to $250,000. The FDIC insurance coverage limit applies per depositor, per insured depository institution for each account ownership category.

The Dodd-Frank Act instituted, for all insured depository institutions, unlimited deposit insurance on noninterest-bearing transaction accounts for the period from December 31, 2010 through December 31, 2012 for all depositors, including consumers, businesses and government entities. This unlimited insurance coverage, which expired on December 31, 2012, was separate from, and in addition to, the insurance coverage provided to a depositor’s other deposit accounts held at an FDIC-insured institution up to the permissible limit of $250,000.

Community Reinvestment Act. The CRA requires, in connection with examinations of financial institutions, that federal banking regulators (in the Bank’s case, the Federal Reserve Board) evaluate the record of each financial institution in meeting the credit needs of its local community, including low and moderate-income neighborhoods. These facts are also considered in evaluating mergers, acquisitions and applications to open a branch or facility. Failure to adequately meet these criteria could impose additional requirements and limitations on the Bank. Additionally, the Bank must publicly disclose the terms of various CRA-related agreements.

During the fourth quarter of 2011, the Bank received a “satisfactory” CRA rating in connection with its most-recent CRA Performance Evaluation. A CRA rating of less than “satisfactory” adversely affects a bank’s ability to establish new

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branches and impairs a bank’s ability to commence new activities that are “financial in nature” or acquire companies engaged in these activities. See “Risk factors—We are subject to extensive supervision and regulation that could restrict our activities and impose financial requirements or limitations on the conduct of our business and limit our ability to generate income.”

Privacy. Under the Gramm-Leach-Bliley Act, financial institutions are required to disclose their policies for collecting and protecting confidential information. Customers generally may prevent financial institutions from sharing nonpublic personal financial information with nonaffiliated third parties except under narrow circumstances, such as the processing of transactions requested by the consumer or when the financial institution is jointly sponsoring a product or service with a nonaffiliated third party. Additionally, financial institutions generally may not disclose consumer account numbers to any nonaffiliated third party for use in telemarketing, direct mail marketing or other marketing to consumers. The Bank and all of its subsidiaries have established policies and procedures to comply with the privacy provisions of the Gramm-Leach-Bliley Act.

Federal Laws Applicable to Credit Transactions. The loan operations of the Bank are also subject to federal laws applicable to credit transactions, such as the:

·Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

·Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

·Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

·Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies and preventing identity theft;

·Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by collection agencies;

·Service Members Civil Relief Act, which amended the Soldiers’ and Sailors’ Civil Relief Act of 1940, governing the repayment terms of, and property rights underlying, secured obligations of persons in military service;

·The Dodd-Frank Act, which establishes the CFPB, an independent entity within the Federal Reserve, dedicated to promulgating and enforcing consumer protection laws applicable to all entities offering consumer financial services or products; and

·The rules and regulations of the various federal agencies charged with the responsibility of implementing these federal laws.

Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal laws concerning interest rates.

Federal Laws Applicable to Deposit Operations. The deposit operations of the Bank are subject to:

·Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

·Truth in Savings Act, which requires the Bank to disclose the terms and conditions on which interest is paid and fees are assessed in connection with deposit accounts; and

·Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve Board and the CFPB to implement that act, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of ATMs and other electronic banking services. The Dodd-Frank Act amends the Electronic Funds Transfer Act to, among other things, give the Federal Reserve Board the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer.

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Capital Requirements. The Federal Reserve Board and the Texas Department of Banking monitor the capital adequacy of the Bank by using a combination of risk-based guidelines and leverage ratios. The agencies consider the Bank’s capital levels when taking action on various types of applications and when conducting supervisory activities related to the safety and soundness of individual banks and the banking system.

Under the regulatory capital guidelines, the Bank must maintain a total risk-based capital to risk-weighted assets ratio of at least 8.0%, a Tier 1 capital to risk-weighted assets ratio of at least 4.0%, and a Tier 1 capital to average total assets ratio of at least 4.0% (3.0% for banks receiving the highest examination rating) to be considered “adequately capitalized.” See the discussion herein under “The FDIC Improvement Act.” At December 31, 2012, the Bank’s ratio of total risk-based capital to risk-weighted assets was 11.93%, the Bank’s ratio of Tier 1 capital to risk-weighted assets was 11.83% and the Bank’s ratio of Tier 1 capital to average total assets was 8.84%. The Tier 1 Capital (to average assets) ratio was calculated using the average assets for the month of December 2012.

BASEL III.  In December 2010 and January 2011, the Basel Committee on Banking Supervision (“BCBS”) published the final texts of reforms on capital and liquidity generally referred to as “Basel III”. Although Basel III is intended to be implemented by participating countries for large, internationally active banks, its provisions are likely to be considered by the U.S. banking regulators in developing new regulations applicable to other banks in the United States. For banks in the United States, among the most significant provisions of Basel III concerning capital are the following:

·a minimum ratio of common equity to risk-weighted assets reaching 4.5%, plus an additional 2.5% as a capital conservation buffer, after a phase-in period;

·a minimum ratio of Tier 1 capital to risk-weighted assets reaching 6.0% after a phase-in period;

·a minimum ratio of total capital to risk-weighted assets of 8.0%, plus the additional 2.5% capital conservation buffer, reaching 10.5% after a phase-in period;

·a minimum Tier 1 leverage ratio of 4.0%;

·an additional countercyclical capital buffer to be imposed by applicable banking regulators periodically at their discretion, with advance notice;

·restrictions on capital distributions and discretionary bonuses applicable when capital ratios fall within the buffer zone;

·deduction from common equity of deferred tax assets that depend on future profitability to be realized;

·increased capital requirements for counterparty credit risk relating to over-the-counter derivatives, repos and securities financing activities;

·for capital instruments issued on or after January 13, 2013 (other than common equity), a loss-absorbency requirement such that the instrument must be written off or converted to common equity if a trigger event occurs, either pursuant to applicable law or at the direction of the banking regulator. A trigger event is an event under which the banking entity would become nonviable without the write-off or conversion, or without an injection of capital from the public sector. The issuer must maintain authorization to issue the requisite shares of common equity if conversion were required;

·increased capital requirements for holding 1 to 4 family residential mortgages; and

·increased capital requirements for the representations and warranties associated with originating and selling 1 to 4 family residential mortgages.

The Basel III provisions on liquidity include complex criteria establishing: (i) a method to ensure that a bank maintains adequate unencumbered, high quality liquid assets to meet its liquidity needs for 30 days under a severe liquidity stress scenario; and (ii) a method to promote more medium and long-term funding of assets and activities, using a one-year horizon.

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Although Basel III is described as a “final text,” it is subject to the resolution of certain issues and to further guidance and modification, as well as to adoption by United States banking regulators, including decisions as to whether and to what extent it will apply to United States banks that are not large, internationally active banks. On June 7, 2012, the Federal Reserve Board released notices of proposed rulemaking to implement the capital reforms of Basel III and to implement certain aspects of the “standardized approach” in the BCBS’s final text on risk-based capital generally referred to as “Basel II”. Although the Basel III notice of proposed rulemaking did not specify an effective date or implementation schedule, it was originally contemplated that implementation would coincide with the Basel III implementation schedule, which commenced on January 1, 2013. However, in light of the volume of comments received and the wide range of issues expressed during the comment period, the Federal Reserve issued a press release on November 9, 2012 clarifying that it did not expect that any of the proposed rules would become effective on January 1, 2013 and will take operational and other considerations into account when determining appropriate implementation dates and associated transition periods. On January 6, 2013, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee, met and unanimously endorsed a 4 year delay in the Basel Committee’s rules establishing a liquidity coverage ratio (“LCR”).  Under the revised liquidity requirements, banks would be required to meet 60 percent of the LCR obligations by 2015, and the full rule would be phased in annually through 2019. At this time, it is unclear how these provisions will be implemented in the United States and what impact these delays in the effective dates will have on the capital proposals. We continue to monitor all developments related to Basel III.

FIRREA. The Financial Institutions Reform, Recovery and Enforcement Act of 1989, or FIRREA, includes various provisions that affect or may affect the Bank. Among other matters, FIRREA generally permits bank holding companies to acquire healthy thrifts as well as failed or failing thrifts. FIRREA removed certain cross marketing prohibitions previously applicable to thrift and bank subsidiaries of a common holding company. Furthermore, a multi-bank holding company may now be required to indemnify the DIF against losses it incurs with respect to such company’s affiliated banks, which in effect makes a bank holding company’s equity investments in healthy bank subsidiaries available to the FDIC to assist such company’s failing or failed bank subsidiaries.

In addition, pursuant to FIRREA, any depository institution that has been chartered less than two years, is not in compliance with the minimum capital requirements of its primary federal banking regulator, or is otherwise in a troubled condition must notify its primary federal banking regulator of the proposed addition of any person to its board of directors or the employment of any person as a senior executive officer of the institution at least 30 days before such addition or employment becomes effective. During such 30 day period, the applicable federal banking regulatory agency may disapprove of the addition of or employment of such director or officer. The Bank is not subject to any such requirements. FIRREA also expanded and increased civil and criminal penalties available for use by the appropriate regulatory agency against certain “institution affiliated parties” primarily including: (i) management, employees and agents of a financial institution; (ii) independent contractors such as attorneys and accountants and others who participate in the conduct of the financial institution’s affairs and who caused or are likely to cause more than minimum financial loss to or a significant adverse effect on the institution, who knowingly or recklessly violate a law or regulation, breach a fiduciary duty or engage in unsafe or unsound practices. Such practices can include the failure of an institution to timely file required reports or the submission of inaccurate reports. Furthermore, FIRREA authorizes the appropriate banking agency to issue cease and desist orders that may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnifications or guarantees against loss. A financial institution may also be ordered to restrict its growth, dispose of certain assets or take other action as determined by the ordering agency to be appropriate.

The FDIC Improvement Act. The Federal Deposit Insurance Corporation Improvement Act of 1991, or FDICIA, made a number of reforms addressing the safety and soundness of the deposit insurance system, supervision of domestic and foreign depository institutions, and improvement of accounting standards. This statute also limited deposit insurance coverage, implemented changes in consumer protection laws and provided for least-cost resolution and prompt regulatory action with regard to troubled institutions.

FDICIA requires every bank with total assets in excess of $500 million to have an annual independent audit made of the bank’s financial statements by a certified public accountant to verify that the financial statements of the bank are presented in accordance with generally accepted accounting principles (“GAAP”) and comply with such other disclosure requirements as prescribed by the FDIC.

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FDICIA also places certain restrictions on activities of banks depending on their level of capital. FDICIA divides banks into five different categories, depending on their level of capital. Under regulations adopted by the FDIC:

·a bank is deemed to be “well capitalized” if it has a total Risk-Based Capital Ratio of 10.0% or more, a Tier 1 Capital Ratio of 6.0% or more, a Leverage Ratio of 5.0% or more, and the bank is not subject to an order or capital directive to meet and maintain a certain capital level;

·a bank is deemed to be “adequately capitalized” if it has a total Risk-Based Capital Ratio of 8.0% or more, a Tier 1 Capital Ratio of 4.0% or more and a Leverage Ratio of 4.0% or more (unless it receives the highest composite rating at its most recent examination and is not experiencing or anticipating significant growth, in which instance it must maintain a Leverage Ratio of 3.0% or more);

·a bank is deemed to be “undercapitalized” if it has a total Risk-Based Capital Ratio of less than 8.0%, a Tier 1 Capital Ratio of less than 4.0% or a Leverage Ratio of less than 4.0%;

·a bank is deemed to be “significantly undercapitalized” if it has a Risk-Based Capital Ratio of less than 6.0%, a Tier 1 Capital Ratio of less than 3.0% and a Leverage Ratio of less than 3.0%; and

·a bank is deemed to be “critically undercapitalized” if it has a Leverage Ratio of less than or equal to 2.0%.

In addition, the FDIC has the ability to downgrade a bank’s classification (but not to “critically undercapitalized”) based on other considerations even if the bank meets the capital guidelines. According to these guidelines, the Bank was classified as “well capitalized” at December 31, 2012.

In addition, if a bank is classified as “undercapitalized,” the bank is required to submit a capital restoration plan to the federal banking regulators. Pursuant to FDICIA, an “undercapitalized” bank is prohibited from increasing its assets, engaging in a new line of business, acquiring any interest in any company or insured depository institution, or opening or acquiring a new branch office, except under certain circumstances, including the acceptance by the federal banking regulators of a capital restoration plan for the bank.

Furthermore, if a bank is classified as “undercapitalized,” the federal banking regulators may take certain actions to correct the capital position of the bank; if a bank is classified as “significantly undercapitalized” or “critically undercapitalized,” the federal banking regulators would be required to take one or more prompt corrective actions. These actions would include, among other things, requiring: sales of new securities to bolster capital, improvements in management, limits on interest rates paid, prohibitions on transactions with affiliates, termination of certain risky activities and restrictions on compensation paid to executive officers. If a bank is classified as “critically undercapitalized,” FDICIA requires the bank to be placed into conservatorship or receivership within 90 days, unless the federal banking regulators determines that other action would better achieve the purposes of FDICIA regarding prompt corrective action with respect to undercapitalized banks.

The capital classification of a bank affects the frequency of examinations of the bank and impacts the ability of the bank to engage in certain activities and affects the deposit insurance premiums paid by such bank. Under FDICIA, the federal banking regulators are required to conduct a full-scope, on-site examination of every bank at least once every 12 months. An exception to this rule is made, however, that provides that banks (i) with assets of less than $100 million, (ii) that are categorized as “well capitalized,” (iii) that were found to be well managed and composite rating was outstanding and (iv) have not been subject to a change in control during the last 12 months, need only be examined once every 18 months.

Brokered Deposits. Under FDICIA, banks may be restricted in their ability to accept brokered deposits, depending on their capital classification. “Well capitalized” banks are permitted to accept brokered deposits, but banks that are not “well capitalized” are not permitted to accept such deposits. The FDIC may, on a case-by-case basis, permit banks that are “adequately capitalized” to accept brokered deposits if the FDIC determines that acceptance of such deposits would not constitute an unsafe or unsound banking practice with respect to the bank. At December 31, 2012, the Bank was “well capitalized” and therefore not subject to any limitations with respect to its brokered deposits. Brokered deposits are the subject of a study under the Dodd-Frank Act.

Federal limitations on activities and investments. The equity investments and activities, as a principle of FDIC-insured state-chartered banks, are generally limited to those that are permissible for national banks. Under regulations dealing with equity investments, an insured state bank generally may not directly or indirectly acquire or retain any equity investment of a type, or in an amount, that is not permissible for a national bank.

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Check Clearing for the 21st Century Act. The Check Clearing for the 21st Century Act, also known as Check 21, gives “substitute checks,” such as a digital image of a check and copies made from that image, the same legal standing as the original paper check.

Federal Home Loan Bank System. The Federal Home Loan Bank, or FHLB, system, of which the Bank is a member, consists of 12 regional FHLBs governed and regulated by the Federal Housing Finance Board. The FHLBs serve as reserve or credit facilities for member institutions within their assigned regions. The reserves are funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB system. The FHLBs make loans (i.e., advances) to members in accordance with policies and procedures established by the FHLB and the boards of directors of each regional FHLB.

As a system member, according to currently existing policies and procedures, the Bank is entitled to borrow from the FHLB of its respective region and is required to own a certain amount of capital stock in the FHLB. The Bank is in compliance with the stock ownership rules with respect to such advances, commitments and letters of credit and home mortgage loans and similar obligations. All loans, advances and other extensions of credit made by the FHLB to the Bank are secured by a portion of the respective mortgage loan portfolio, certain other investments and the capital stock of the FHLB held by the Bank.

Anti-terrorism and Money Laundering Legislation. The Bank is subject to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism of 2001 (the “USA PATRIOT Act”), the Bank Secrecy Act and rules and regulations of the Office of Foreign Assets Control. These statutes and related rules and regulations impose requirements and limitations on specific financial transactions and account relationships intended to guard against money laundering and terrorism financing. The Bank has established a customer identification program pursuant to Section 326 of the USA PATRIOT Act and the Bank Secrecy Act, and otherwise has implemented policies and procedures intended to comply with the foregoing rules.

PrimeLending

PrimeLending and the Bank are subject to the rules and regulations of the CFPB, FHA, VA, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and Government National Mortgage Association with respect to originating, processing, selling and servicing mortgage loans and the issuance and sale of mortgage-backed securities. Those rules and regulations, among other things, prohibit discrimination and establish underwriting guidelines which include provisions for inspections and appraisals, require credit reports on prospective borrowers and fix maximum loan amounts, and, with respect to VA loans, fix maximum interest rates. Mortgage origination activities are subject to, among others, the Equal Credit Opportunity Act, Federal Truth-in-Lending Act, Secure and Fair Enforcement of Mortgage Licensing Act, Home Mortgage Disclosure Act, Fair Credit Reporting Act and the Real Estate Settlement Procedures Act and the regulations promulgated thereunder which, among other things, prohibit discrimination and require the disclosure of certain basic information to borrowers concerning credit terms and settlement costs. PrimeLending and the Bank are also subject to regulation by the Texas Department of Banking with respect to, among other things, the establishment of maximum origination fees on certain types of mortgage loan products. PrimeLending and the Bank are also subject to the provisions of the Dodd-Frank Act. Among other things, the Dodd-Frank Act established the CFPB and provides mortgage reform provisions regarding a customer’s ability to repay, restrictions on variable-rate lending, loan officers’ compensation, risk retention, and new disclosure requirements. The Dodd-Frank Act also clarifies that applicable state laws, rules and regulations related to the origination, processing, selling and servicing of mortgage loans continue to apply to PrimeLending. The additional regulatory requirements affecting our mortgage origination operations will result in increased compliance costs and may impact revenue.

On August 16, 2010, the Federal Reserve Board published a final rule on loan banker compensation, pursuant to the Dodd-Frank Act, which prohibits certain compensation payments to loan bankers and the practice of steering consumers to loans not in their interest when it will result in greater compensation for a loan banker. This final rule became effective on April 1, 2011, however, the Federal Reserve Board noted in the final rule that the CFPB may clarify the rule in the future pursuant to the CFPB’s authority granted under the Dodd-Frank Act.  In addition, the Dodd-Frank Act directed the Federal Reserve Board to promulgate regulations requiring lenders and securitizers to retain an economic interest in the credit risk relating to loans the lender sells and other asset-backed securities that the securitizer issues if the loans have not complied with the ability to repay standards spelled out in the Dodd-Frank Act and its implementing regulations. The risk retention requirement has not become effective to date but is expected to be 5%, subject to increase or decrease by regulation. Final regulations have not yet been issued.

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On March 2, 2011, the Federal Reserve Board published a final rule implementing a provision in the Dodd-Frank Act that provides a separate, higher rate threshold for determining when the escrow requirements apply to higher-priced mortgage loans that exceed the maximum principal obligation eligible for purchase by Freddie Mac.

In January 2013, the CFPB published a series of very detailed and complex final rules that will impact mortgage origination and servicing once they become effective, generally in January 2014 unless noted below. Had these final rules not been published, many of the statutory requirements in Title XIV of the Dodd-Frank Act would have become effective on January 21, 2013 without any implementing regulations.

The final rules concerning mortgage origination and servicing address the following topics:

Ability to Repay.  This final rule implements the Dodd-Frank Act provisions requiring that for residential mortgages, creditors must make a reasonable and good faith determination based on verified and documented information that the consumer has a reasonable ability to repay the loan according to its terms. The final rule also establishes a presumption of compliance with the ability to repay determination for a certain category of mortgages called “qualified mortgages” meeting a series of detailed requirements. The final rule also provides a rebuttable presumption for higher-priced mortgage loans.

High-Cost Mortgage.  This final rule strengthens consumer protections for high-cost mortgages (generally bans balloon payments and prepayment penalties, subject to exceptions and bans or limits certain fees and practices) and requires consumers to receive information about homeownership counseling prior to taking out a high-cost mortgage.

Appraisals for High-Risk Mortgages.  The final rule permits a creditor to extend a higher-priced (subprime) mortgage loan (“HPML) only if the following conditions are met (subject to exceptions):  (i) the creditor obtains a written appraisal; (ii) the appraisal is performed by a certified or licensed appraiser; and (iii) the appraiser conducts a physical property visit of the interior of the property. The rule also requires that during the application process, the applicant receives a notice regarding the appraisal process and their right to receive a free copy of the appraisal.

Copies of Appraisals.  This final rule amends Regulation B that implements the Equal Credit Opportunity Act. It requires a creditor to provide a free copy of appraisal or valuation reports prepared in connection with any closed-end loan secured by a first lien on a dwelling. The final rule requires notice to applicants of the right to receive copies of any appraisal or valuation reports and creditors must send copies of the reports whether or not the loan transaction is consummated.  Creditors must provide the copies of the appraisal or evaluation reports for free, however, the creditors may charge reasonable fees for the cost of the appraisal or valuation unless applicable law provides otherwise.

Escrow Requirements.  This final rule implements Dodd-Frank Act changes that generally extend the required duration of an escrow account on certain higher-priced mortgage loans from a minimum of one year to a minimum of five years, subject to certain exemptions for loans made by certain creditors that operate predominantly in rural or underserved areas, as long as certain other criteria are met. This final rule is effective on June 1, 2013.

Servicing.  Two final rules were published to implement laws to protect consumers from detrimental actions by mortgage servicers and to provide consumers with better tools and information when dealing with mortgage servicers. One final rule amends Regulation Z, which implements the Truth in Lending Act, and a second final rule amends Regulation X, which implements the Real Estate Settlement Procedures Act. The rules cover nine major topics implementing the Dodd-Frank Act provisions related to mortgage servicing. The final rules include a number of exemptions and other adjustments for small servicers, defined as servicers that service 5,000 or fewer mortgage loans and service only mortgage loans that they or an affiliate originated or own.

Mortgage Loan Originator Compensation.  This final rule implements Dodd-Frank Act requirements, as well as revises and clarifies existing regulations and commentary on loan originator compensation. The rule also prohibits, among other things: (i) certain arbitration agreements; (ii) financing certain credit insurance in connection with a mortgage loan; (iii) compensation based on a term of a transaction or a proxy for a term of a transaction; and (iv) dual compensation from a consumer and another person in connection with the transaction. The final rule also imposes a duty on individual loan officers, mortgage brokers and creditors to be “qualified” and, when applicable, registered or licensed to the extent required under applicable State and Federal law.

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Additional rules and regulations are expected including risk retention rules which would require lenders and securitizers to retain an economic interest in the credit risk relating to loans the lender sells and other asset-backed securities that the securitizer issues if the loans have not complied with the ability to repay standards spelled out in the Dodd-Frank Act and its implementing regulations. The risk retention requirement has not become effective to date but is expected to be 5%, subject to increase or decrease by regulation. Any additional regulatory requirements affecting PrimeLending mortgage origination operations will result in increased compliance costs and may impact revenue.

NLASCO

NLASCO’s insurance subsidiaries, NLIC and ASIC, are subject to regulation and supervision in each state where they are licensed to do business. This regulation and supervision is vested in state agencies having broad administrative power over the various aspects of the business of NLIC and ASIC.

State insurance holding company regulation.  NLASCO controls two operating insurance companies, NLIC and ASIC, and is subject to the insurance holding company laws of Texas, the state in which those insurance companies are domiciled. These laws generally require NLASCO to register with the Texas Department of Insurance and periodically to furnish financial and other information about the operations of companies within its holding company structure. Generally under these laws, all transactions between an insurer and an affiliated company in its holding company structure, including sales, loans, reinsurance agreements and service agreements, must be fair and reasonable and, if satisfying a specified threshold amount or of a specified category, require prior notice and approval or non-objection by the Texas Department of Insurance.

National Association of Insurance Commissioners.  The National Association of Insurance Commissioners, or NAIC, is a group consisting of state insurance commissioners that discuss issues and formulate policy with respect to regulation, reporting and accounting for insurance companies. Although the NAIC has no legislative authority and insurance companies are at all times subject to the laws of their respective domiciliary states and, to a lesser extent, other states in which they conduct business, the NAIC is influential in determining the form in which such laws are enacted. Certain Model Insurance Laws, Regulations and Guidelines, or Model Laws, have been promulgated by the NAIC as a minimum standard by which state regulatory systems and regulations are measured. Adoption of state laws that provide for substantially similar regulations to those described in the Model Laws is a requirement for accreditation by the NAIC.

The NAIC provides authoritative guidance to insurance regulators on current statutory accounting issues by promulgating and updating a codified set of statutory accounting practices in its Accounting Practices and Procedures Manual. The Texas Department of Insurance has generally adopted these codified statutory accounting practices.

Texas also has adopted laws substantially similar to the NAIC’s risk based capital, or RBC laws, which require insurers to maintain minimum levels of capital based on their investments and operations. Domestic property and casualty insurers are required to report their RBC based on a formula that attempts to measure statutory capital and surplus needs based on the risks in the insurer’s mix of products and investment portfolio. The formula is designed to allow the Texas Department of Insurance to identify potential inadequately capitalized companies. Under the formula, a company determines its RBC by taking into account certain risks related to its assets (including risks related to its investment portfolio and ceded reinsurance) and its liabilities (including underwriting risks related to the nature and experience of its insurance business). Among other requirements, an insurance company must maintain capital and surplus of at least 200% of the RBC computed by the NAIC’s RBC model (known as the “Authorized Control Level” of RBC). At December 31, 2012, NLIC and ASIC capital and surplus levels exceeded the minimum RBC requirements that would trigger regulatory attention. In their 2012 statutory financial statements, both NLIC and ASIC complied with the NAIC’s RBC reporting requirements.

The NAIC’s Insurance Regulatory Information System, or IRIS, was developed to assist state insurance departments in executing their statutory mandates to oversee the financial condition of insurance companies. IRIS identifies twelve industry ratios and specifies a range of “usual values” for each ratio. Departure from the usual values on four or more of these ratios can lead to inquiries from state insurance commissioners as to certain aspects of an insurer’s business. For 2012, all ratios for both NLIC and ASIC were within the usual values, with two exceptions. Both companies fell below the indicated minimum investment yield range of 3%, with NLIC at 2.8% and ASIC at 1.9%, due to the concentration in cash at each company. We expect improvement in the yields at both companies as appropriate investment opportunities are identified. Additionally, NLIC’s two-year operating ratio was calculated at 101%, which is above the threshold of 100%, primarily due to the weather events experienced over the past two year period.

The NAIC adopted an amendment to its “Model Audit Rule” in response to the passage of the Sarbanes-Oxley Act of 2002, or SOX. The amendment is effective for financial statements for accounting periods after January 1, 2010. This amendment addresses auditor independence, corporate governance and, most notably, the application of certain provisions of Section 404 of SOX regarding internal control reporting. The rules relating to internal controls apply to insurers with gross direct and assumed written premiums of $500 million or more, measured at the legal entity level (rather than at the insurance holding company level), and to insurers that the domiciliary commissioner selects from among those identified as in hazardous condition, but exempts SOX compliant entities. Neither NLIC nor ASIC currently has direct and assumed written premiums of at least $500 million, but it is conceivable that this may change in the future;  however, NLASCO must be SOX compliant because it is wholly owned by HTH, a public company subject to SOX.

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Legislative changes.  From time to time, various regulatory and legislative changes have been, or are, proposed that would adversely affect the insurance industry. Among the proposals that have been, or are being, considered are the possible introduction of Federal regulation in addition to, or in lieu of, the current system of state regulation of insurers and proposals in various state legislatures (some of which proposals have been enacted) to conform portions of their insurance laws and regulations to various Model Laws adopted by the NAIC.  NLASCO is unable to predict whether any of these laws and regulations will be adopted, the form in which any such laws and regulations would be adopted, or the effect, if any, these developments would have on its financial condition or results of operations.

In November 2002, in response to the tightening supply in certain insurance and reinsurance markets resulting from, among other things, the September 11, 2001 terrorist attacks, the Terrorism Risk Insurance Act, or TRIA, was enacted. TRIA was modified and extended by the Terrorism Risk Insurance Extension Act of 2005 and extended again by the Terrorism Risk Insurance Program Reauthorization Act of 2007. These Acts created a Federal Program designed to ensure the availability of commercial insurance coverage for terrorist acts in the United States. This Program helped the commercial property and casualty insurance industry cover claims related to terrorism-related losses and requires such companies to offer coverage for certain acts of terrorism. As a result, NLASCO is prohibited from adding certain terrorism exclusions to the policies written by its insurance company subsidiaries. The 2005 Act extended the Program through 2007, but eliminated commercial auto, farm-owners and certain other commercial coverages from its scope. The Reauthorization Act further extended the Program through December 31, 2014 and fixed the reimbursement percentage at 85% and the deductible at 20%. Although NLASCO is protected by federally funded terrorism reinsurance as provided for in the TRIA, there is a substantial deductible that must be met, the payment of which could have an adverse effect on its financial condition and results of operations. NLASCO’s deductible under the Program was $1.6 million for 2012 and is estimated to be $1.7 million in 2013. Potential future changes to the TRIA could also adversely affect NLASCO by causing its reinsurers to increase prices or withdraw from certain markets where terrorism coverage is required. NLASCO had no terrorism-related losses in 2012.

State insurance regulations.  State insurance authorities have broad powers to regulate U.S. insurance companies. The primary purposes of these powers are to promote insurer solvency and to protect individual policyholders. The extent of regulation varies, but generally has its source in statutes that delegate regulatory, supervisory and administrative power to state insurance departments. These powers relate to, among other things, licensing to transact business, accreditation of reinsurers, admittance of assets to statutory surplus, regulating unfair trade and claims practices, establishing actuarial requirements and solvency standards, regulating investments and dividends, and regulating policy forms, related materials and premium rates. State insurance laws and regulations require insurance companies to file financial statements prepared in accordance with accounting principles prescribed by insurance departments in states in which they conduct insurance business, and their operations are subject to examination by those departments.

As part of the broad authority that state insurance commissioners hold, they may impose periodic rules or regulations related to local issues or events. An example is the State of Louisiana’s prohibition on the cancellation of policies for nonpayment of premium in the wake of Hurricane Katrina. Due to the extent of damage and displacement of people, inability of mail to reach policyholders and inaccessibility of entire neighborhoods, the State of Louisiana prohibited insurance companies from canceling policies for a period of time following that named storm.

Periodic financial and market conduct examinations.  The insurance departments in every state in which NLASCO’s insurance companies do business may conduct on-site visits and examinations of its insurance companies at any time to review the insurance companies’ financial condition, market conduct and relationships and transactions with affiliates. In addition, the Texas Department of Insurance will conduct comprehensive examinations of insurance companies domiciled in Texas every three to five years. Examinations are generally carried out in cooperation with the insurance departments of other licensing states under guidelines promulgated by the NAIC.

The Texas Department of Insurance completed their last examinations of NLIC and ASIC through December 31, 2010 in an examination report dated May 12, 2012. This examination report contained no information of any significant compliance issues and there is no indication of any significant changes to our financial statements as a result of the examination by the domiciliary state.

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State dividend limitations.  The Texas Department of Insurance must approve any dividend declared or paid by an insurance company domiciled in the state if the dividend, together with all dividends declared or distributed by that insurance company during the preceding twelve months, exceeds the greater of (1) 10% of its policyholders’ surplus as of December 31 of the preceding year or (2) 100% of its net income for the preceding calendar year. The greater number is known as the insurer’s extraordinary dividend limit. At December 31, 2012, the extraordinary dividend limit for NLIC and ASIC is $9.5 million and $2.6 million, respectively. In addition, NLASCO’s insurance companies may only pay dividends out of their earned surplus.

Statutory accounting principles.  Statutory accounting principles, or SAP, are a comprehensive basis of accounting developed to assist insurance regulators in monitoring and regulating the solvency of insurance companies. SAP rules are different from GAAP, and are intended to reflect a more conservative view of the insurer. SAP is primarily concerned with measuring an insurer’s surplus to policyholders. Accordingly, SAP focuses on valuing assets and liabilities of insurers at financial reporting dates in accordance with insurance laws and regulatory provisions applicable in each insurer’s domiciliary state.

While GAAP is concerned with a company’s solvency, it also stresses other financial measurements, such as income and cash flows. Accordingly, GAAP gives more consideration to appropriate matching of revenues and expenses and accounting for management’s stewardship of assets than does SAP. As a direct result, different amounts of assets and liabilities will be reflected in financial statements prepared in accordance with GAAP as opposed to SAP. SAP, as established by the NAIC and adopted by Texas regulators, determines the statutory surplus and statutory net income of the NLASCO insurance companies and, thus, determines the amount they have available to pay dividends.

Guaranty associations.  In Texas, and in all of the jurisdictions in which NLIC and ASIC are, or in the future may be, licensed to transact business, there is a requirement that property and casualty insurers doing business within the jurisdiction must participate in guaranty associations, which are organized to pay limited covered benefits owed pursuant to insurance policies issued by impaired, insolvent or failed insurers. These associations levy assessments, up to prescribed limits, on all member insurers in a particular state on the basis of the proportionate share of the premiums written by member insurers in the lines of business in which the impaired, insolvent or failed insurer was engaged. States generally permit member insurers to recover assessments paid through full or partial premium tax offsets.

NLASCO did not incur any levies in 2012, 2011 or 2010. Property and casualty insurance company insolvencies or failures may, however, result in additional guaranty fund assessments at some future date. At this time NLASCO is unable to determine the impact, if any, that these assessments may have on its financial condition or results of operations. NLASCO has established liabilities for guaranty fund assessments with respect to insurers that are currently subject to insolvency proceedings.

National Flood Insurance Program.  NLASCO voluntarily participates as a Write Your Own carrier in the National Flood Insurance Program, or NFIP. The NFIP is administered and regulated by the Federal Emergency Management Agency (FEMA). NLASCO operates as a fiscal agent of the Federal government in the selling and administering of the Standard Flood Insurance Policy. This involves writing the policy, the collection of premiums and the paying of covered claims. All pricing is set by FEMA and all collections are made by the Company.

The Company cedes 100% of the policies written by the Company on the Standard Flood Insurance Policy to FEMA; however, if FEMA were unable to perform, the Company would have a legal obligation to the policyholders. The terms of the reinsurance agreement are standard terms, which require the Company to maintain its rating criteria, determine policyholder eligibility, issue policies on the Company’s paper, endorse and cancel policies, collect from insureds and process claims. NLASCO receives ceding commissions from NFIP for underwriting administration, claims management, commission and adjuster fees.

Participation in involuntary risk plans.  NLASCO’s insurance companies are required to participate in residual market or involuntary risk plans in various states where they are licensed that provide insurance to individuals or entities that otherwise would be unable to purchase coverage from private insurers. If these plans experience losses in excess of their capitalization, they may assess participating insurers for proportionate shares of their financial deficit. These plans include the Georgia Underwriting Association, Texas FAIR Plan Association, Texas Windstorm Insurance Agency, or TWIA, the Louisiana Citizens Property Insurance Corporation, the Mississippi Residential Property Insurance Underwriting Association and the Mississippi Windstorm Underwriting Association.  For example in 2005, following Hurricanes Katrina and Rita, the above plans levied collective assessments totaling $10.4 million on NLASCO’s insurance subsidiaries. Additional assessments, including emergency assessments, may follow. In some of these instances, NLASCO’s insurance companies should be able to recover these assessments through policyholder surcharges, higher rates or reinsurance. The ultimate impact hurricanes have on the Texas and Louisiana facilities is currently uncertain and future assessments can occur whenever the involuntary facilities experience financial deficits.

Other.  Insurance activities are subject to state insurance laws and regulations as determined by the particular insurance commissioner for each state in accordance with the McCarran-Ferguson Act, as well as subject to the Gramm-Leach-Bliley Act and the privacy regulations promulgated by the Federal Trade Commission.

Changes in any of the laws governing our conduct could have an adverse impact on our ability to conduct our business or could materially affect our financial position, operating income, expense or cash flow.

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First Southwest

FSC is a broker-dealer registered with the SEC, FINRA, all 50 U.S. states, the District of Columbia and Puerto Rico. Much of the regulation of broker-dealers, however, has been delegated to self-regulatory organizations, principally FINRA, the Municipal Securities Rulemaking Board and national securities exchanges. These self-regulatory organizations adopt rules (which are subject to approval by the SEC) for governing its members and the industry. Broker-dealers are also subject to the laws and rules of the states in which a broker-dealer conducts business. FSC is a member of, and is primarily subject to regulation, supervision and regular examination by, FINRA.

The regulations to which broker-dealers are subject cover all aspects of the securities business, including sales and trade practices, capital structure, record keeping and the conduct of registered persons, directors, officers and employees. Broker-dealers are also subject to the privacy and anti-money laundering laws and regulations discussed previously. Additional legislation, changes in rules promulgated by the SEC and by self-regulatory organizations or changes in the interpretation or enforcement of existing laws and rules often directly affect the method of operation and profitability of broker-dealers. The SEC, the self-regulatory organizations and states may conduct administrative and enforcement proceedings that can result in censure, fine, suspension or expulsion of a broker-dealer, its registered persons, officers or employees. The principal purpose of regulation and discipline of broker-dealers is the protection of customers and the securities markets rather than protection of creditors and stockholders of broker-dealers.

Limitation on Businesses. The businesses that FSC may conduct are limited by its agreements with, and its oversight by, FINRA and by federal and state law. Participation in new business lines, including trading of new products or participation on new exchanges or in new countries often requires governmental and/or exchange approvals, which may take significant time and resources. In addition, FSC is an operating subsidiary of the Bank, which means its activities are further limited by those that are permissible for the Bank. As a result, FSC may be prevented from entering new businesses that may be profitable in a timely manner, if at all.

Net Capital Requirements. The SEC, FINRA and various other regulatory authorities have stringent rules and regulations with respect to the maintenance of specific levels of net capital by regulated entities. Rule 15c3-1 of the Exchange Act (the “Net Capital Rule”) requires that a broker-dealer maintain minimum net capital. Generally, a broker-dealer’s net capital is net worth plus qualified subordinated debt less deductions for non-allowable (or non-liquid) assets and other adjustments and operational charges. At December 31, 2012, FSC was in compliance with applicable net capital requirements.

The SEC and FINRA impose rules that require notification when net capital falls below certain predefined criteria. These rules also dictate the ratio of debt-to-equity in the regulatory capital composition of a broker-dealer, and constrain the ability of a broker-dealer to expand its business under certain circumstances. If a broker-dealer fails to maintain the required net capital, it may be subject to suspension or revocation of registration by the SEC or applicable regulatory authorities, and suspension or expulsion by these regulators could ultimately lead to the broker-dealer’s liquidation. Additionally, the Net Capital Rule and certain FINRA rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to and approval from the SEC and FINRA for certain capital withdrawals.

Securities Investor Protection Corporation. FSC is required by federal law to belong to the SIPC, whose primary function is to provide financial protection for the customers of failing brokerage firms. SIPC provides protection for clients up to $500,000, of which a maximum of $250,000 may be in cash.

Changing Regulatory Environment. The regulatory environment in which FSC operates is subject to frequent change. Its business, financial condition and operating results may be adversely affected as a result of new or revised legislation or regulations imposed by the U.S. Congress, the SEC or other U.S. and state governmental regulatory authorities, or FINRA. FSC’s business, financial condition and operating results also may be adversely affected by changes in the interpretation and enforcement of existing laws and rules by these governmental and regulatory authorities. In the current era of heightened regulation of financial institutions, FSC can expect to incur increasing compliance costs, along with the industry as a whole.

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Item 1A.Risk Factors.

Risks Related to our Business

We may fail to realize all of the anticipated benefits of our recent Merger with PlainsCapital.

On November 30, 2012, we acquired PlainsCapital pursuant to the Merger. The success of the Merger will depend, in part, on our ability to successfully combine PlainsCapital Corporation’s business with our own. We expect to incur substantial expenses in connection with the integration of the business, operations, networks, systems, technologies, policies and procedures of the two previously independent companies. Achieving the anticipated cost savings and financial benefits of the Merger will depend in part on whether we integrate PlainsCapital Corporation’s businesses in an efficient and effective manner. It is possible that the integration process could result in the loss of key employees, the disruption of ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees. In addition, the integration of certain operations will require the dedication of significant management resources, which may temporarily distract management’s attention from our day-to-day business.  Any inability to realize the full extent, or any, of the anticipated cost savings and financial benefits of the Merger, as well as any delays encountered in the integration process, could have an adverse effect on our business and results of operations, which could affect our financial condition and cause a decrease in our earnings per share or decrease or delay the expected accretive effect of the Merger and contribute to a decrease in the price of our common stock.

An adverse change in real estate market values may result in losses in our banking segment and otherwise adversely affect our profitability.

At December 31, 2012, approximately 29% of the loan portfolio of our banking segment was comprised of loans with real estate as the primary component of collateral. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. A decline in real estate values generally and in Texas specifically could impair the value of our collateral and our ability to sell the collateral upon any foreclosure. In the event of a default with respect to any of these loans, the amounts we receive upon sale of the collateral may be insufficient to recover the outstanding principal and interest on the loan. As a result, our profitability and financial condition may be adversely affected by a decrease in real estate market values.

If our allowance for loan losses is insufficient to cover actual loan losses, our banking segment earnings will be adversely affected.

As a lender, we are exposed to the risk that we could sustain losses because our borrowers may not repay their loans in accordance with the terms of their loans. We have historically accounted for this risk by maintaining an allowance for loan losses in an amount intended to cover Bank management’s estimate of losses inherent in the loan portfolio. As a result of the Merger, we were required under GAAP to estimate the fair value of the loan portfolio after the consummation of the Merger and write-down the recorded value of the portfolio to that estimate. For most loans, this process was accomplished by computing the net present value of estimated cash flows to be received from borrowers of these loans. PlainsCapital’s allowance for loan losses that had been maintained prior to the Merger was eliminated in this accounting process. A new allowance for loan losses has been established for loans made subsequent to consummation of the Merger and for any subsequent decrease in the estimate of cash flows to be received from the loans held at the time of the Merger.

The estimate of fair value as of the consummation of the Merger was based on economic conditions at such time and on Bank management’s projections concerning both future economic conditions and the ability of the Bank’s borrowers to continue to repay their loans. If management’s assumptions and projections prove to be incorrect, however, the estimate of fair value may be higher than the actual fair value and we may suffer losses in excess of those estimated. Further, the allowance for loan losses established for new loans or for revised estimates may prove to be inadequate to cover actual losses, especially if economic conditions worsen.

While management will endeavor to estimate the allowance to cover anticipated losses, no underwriting and credit monitoring policies and procedures that we could adopt to address credit risk could provide complete assurance that we will not incur unexpected losses. These losses could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, federal regulators periodically evaluate the adequacy of the allowance for loan losses and may require us to increase its provision for loan losses or recognize further loan charge-offs based on judgments different from those of our Bank management.

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Our geographic concentration may magnify the adverse effects and consequences of any regional or local economic downturn.

We conduct our banking operations primarily in Texas. Substantially all of the real estate loans in our loan portfolio are secured by properties located in Texas, with more than 82% secured by properties located in the Dallas/Fort Worth and Austin/San Antonio markets at December 31, 2012. Adverse economic conditions in Texas may result in a reduction in the value of the collateral securing these loans.  Likewise, substantially all of the real estate loans in our loan portfolio are made to borrowers who live and conduct business in Texas. In addition, mortgage origination fee income is dependent to a significant degree on economic conditions in Texas and California. During 2012, approximately 21% and 17% by dollar volume of our mortgage loans originated were collateralized by properties located in Texas and California, respectively. Texas insureds accounted for approximately 70% and 73% of our insurance segment’s gross premiums written in 2012 and 2011, respectively. Any regional or local economic downturn that affects Texas or, to a lesser extent, California, may affect us and our profitability more significantly and more adversely than our competitors that are less geographically concentrated.

Our geographic concentration may also exacerbate the adverse effects on our insurance segment of inherently unpredictable catastrophic events.

Our insurance segment expects to have large aggregate exposures to inherently unpredictable natural and man-made disasters of great severity, such as hurricanes, hail, tornados, windstorms, wildfires and acts of terrorism. Hurricanes Ike, Katrina and Rita highlighted the challenges inherent in predicting the impact of catastrophic events. The catastrophe models utilized by our insurance segment to assess its probable maximum insurance losses generally failed to adequately project the financial impact of these hurricanes. Although our insurance segment may attempt to exclude certain losses, such as terrorism and other similar risks, from some coverage that our insurance segment writes, it may be prohibited from, or may not be successful in, doing so. The occurrence of losses from catastrophic events may have a material adverse effect on our insurance segment’s ability to write new business and on its financial condition and results of operations. Increases in the values and geographic concentrations of policyholder property and the effects of inflation have resulted in increased severity of industry losses in recent years, and our insurance segment expects that these factors will increase the severity of losses in the future. Factors that may influence our insurance segment’s exposure to losses from these types of events, in addition to the routine adjustment of losses, include, among others:

·exhaustion of reinsurance coverage;

·increases in reinsurance rates;

·unanticipated litigation expenses;

·unrecoverability of ceded losses;

·impact on independent agent operations and future premium income in areas affected by catastrophic events;

·unanticipated expansion of policy coverage or reduction of premium due to regulatory, legislative and/or judicial action following a catastrophic event; and

·unanticipated demand surge related to other recent catastrophic events.

Our insurance segment writes insurance primarily in the states of Texas, Arizona, Tennessee, Oklahoma, Georgia and Louisiana. In 2012, Texas accounted for 69.5%, Arizona accounted for 8.2%, Oklahoma accounted for 9.0%, Tennessee accounted for 6.2%, Georgia accounted for 3.2%, and Louisiana accounted for 1.8% of our premiums. As a result, a single catastrophe, destructive weather pattern, wildfire, terrorist attack, regulatory development or other condition or general economic trend affecting these regions or significant portions of these regions could adversely affect our insurance segment’s financial condition and results of operations more significantly than other insurance companies that conduct business across a broader geographic area. Although our insurance segment purchases catastrophe reinsurance to limit its exposure to these types of catastrophes, in the event of one or more major catastrophes resulting in losses to it in excess of $170.0 million, our insurance segment’s losses would exceed the limits of its reinsurance coverage.

Our business is subject to interest rate risk, and fluctuations in interest rates may adversely affect our earnings, capital levels and overall results.

The majority of our assets are monetary in nature and, as a result, we are subject to significant risk from changes in interest rates. Changes in interest rates may impact our net interest income in our banking segment as well as the valuation of our

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assets and liabilities in each of our segments. Earnings in our banking segment are significantly dependent on our net interest income, which is the difference between interest income on interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings. We expect to periodically experience “gaps” in the interest rate sensitivities of our banking segment’s assets and liabilities, meaning that either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. In either event, if market interest rates should move contrary to our position, this “gap” may work against us, and our earnings may be adversely affected.

An increase in the general level of interest rates may also, among other things, adversely affect the demand for loans and our ability to originate loans. In particular, if mortgage interest rates increase, the demand for residential mortgage loans and the refinancing of residential mortgage loans will likely decrease, which will have an adverse effect on our income generated from mortgage origination activities. Conversely, a decrease in the general level of interest rates, among other things, may lead to prepayments on our loan and mortgage-backed securities portfolios and increased competition for deposits. Accordingly, changes in the general level of market interest rates may adversely affect our net yield on interest-earning assets, loan origination volume and our overall results.

Our insurance segment invested over 91% of its invested assets in fixed maturity assets such as bonds and mortgage-backed securities during the year ended December 31, 2012. Because bond trading prices decrease as interest rates rise, a significant increase in interest rates could have a material adverse effect on our insurance segment’s financial condition and results of operations. On the other hand, decreases in interest rates could have an adverse effect on our insurance segment’s investment income and results of operations. For example, if interest rates decline, investment of new premiums received and funds reinvested will earn less. Additionally, mortgage-backed securities typically are prepaid more quickly when interest rates fall and the holder must reinvest the proceeds at lower interest rates. In periods of increasing interest rates, mortgage-backed securities typically are prepaid more slowly, which may require our insurance segment to receive interest payments that are below the then prevailing interest rates for longer time periods than expected.

Market interest rates are affected by many factors outside of our control, including inflation, recession, unemployment, money supply, international disorder and instability in domestic and foreign financial markets. We may not be able to accurately predict the likelihood, nature and magnitude of such changes or how and to what extent such changes may affect our business. We also may not be able to adequately prepare for, or compensate for, the consequences of such changes. Any failure to predict and prepare for changes in interest rates, or adjust for the consequences of these changes, may adversely affect our earnings and capital levels and overall results of operations.

The investment performance of our insurance segment has suffered, and may further suffer, as a result of adverse capital market developments and other factors, which affect its financial results.

Our insurance segment invests the premiums it receives from policyholders until they are needed to pay policyholder claims or other expenses. At December 31, 2012, our insurance segment’s invested assets consisted of $134.1 million in fixed maturity securities and $12.6 million in equity securities. During the year ended December 31, 2012, our insurance segment realized $6.3 million of net investment income, representing 3.9% of our insurance segment’s total revenues. Although our insurance segment’s investment policies stress diversification of risks, conservation of principal and liquidity, its investments are subject to a variety of investment risks, including those relating to general economic conditions, market volatility, interest rate fluctuations, liquidity risk and credit and default risk. In particular, the volatility of our insurance segment’s claims may force it to liquidate securities, which may cause it to incur capital losses. If our insurance segment’s investment portfolio is not appropriately matched with its insurance liabilities, it may be forced to liquidate investments prior to maturity at a significant loss to cover these liabilities. In addition, if we experience market disruption and volatility, such as that experienced in 2009 and 2010, we may experience additional losses on our investments and reductions in our earnings. Investment losses could significantly decrease the asset base and statutory surplus of our insurance segment, thereby adversely affecting its ability to conduct business and potentially its A.M. Best financial strength rating.

Our banking segment is subject to funding risks associated with its high deposit concentration and reliance on brokered deposits.

At December 31, 2012, our fifteen largest depositors, excluding First Southwest, our indirect wholly owned subsidiary, accounted for 19.2% of our total deposits, and our five largest depositors, excluding First Southwest, accounted for 11.2% of our total deposits. Brokered deposits at December 31, 2012 accounted for 10.3% of our total deposits. The loss of one or more of our largest Bank customers, a significant decline in our deposit balances due to ordinary course fluctuations related to these customers’ businesses, or the loss of a significant amount of our brokered deposits could adversely affect our liquidity. Additionally, such circumstances could require us to raise deposit rates in an attempt to attract new deposits, or purchase federal funds or borrow funds on a short-term basis at higher rates, which would adversely affect our results of operations. Under applicable regulations, if the Bank were no longer “well capitalized,” the Bank would not be able to accept brokered deposits without the approval of the FDIC.

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We are heavily dependent on dividends from our subsidiaries.

We are a financial holding company engaged in the business of managing, controlling and operating our subsidiaries, including NLASCO and its two insurance company subsidiaries, NLIC and ASIC, as well as the Bank and the Bank’s subsidiaries, PrimeLending and First Southwest. We conduct no material business or other activity other than activities incidental to holding stock in NLASCO and the Bank. As a result, we rely substantially on the profitability of, and dividends from, these subsidiaries to pay our operating expenses, to satisfy our obligations and to pay dividends on our preferred stock. As with most financial institutions, the profitability of the Bank is subject to the fluctuating cost and availability of money, changes in interest rates and in economic conditions in general. PrimeLending and First Southwest contribute to the Bank’s profitability and, in turn, on its ability to pay dividends to us. If the Bank, however, is unable to make cash distributions to us, then we may also be unable to obtain funds from PrimeLending and First Southwest, and we may be unable to satisfy our obligations or make distributions on our preferred stock.

Likewise, our insurance segment also operates as a holding company. Dividends and other permitted payments from its operating subsidiaries are expected to be its primary source of funds to meet ongoing cash requirements, including any future debt service payments and other expenses, and to pay dividends, if any, to us. NLIC and ASIC are subject to significant regulatory restrictions and limitations under debt agreements limiting their ability to declare and pay dividends, including the indenture governing NLASCO’s LIBOR plus 3.40% notes due 2035 and the surplus indentures governing NLIC’s two LIBOR plus 4.10% and 4.05% notes due 2033 and ASIC’s LIBOR plus 4.05% notes due 2034. Together these restrictions could, in turn, limit NLASCO’s ability to pay dividends.

We are subject to extensive supervision and regulation that could restrict our activities and impose financial requirements or limitations on the conduct of our business and limit our ability to generate income.

We are subject to extensive federal and state regulation and supervision, including that of the Federal Reserve Board, the Texas Department of Banking, the Texas Department of Insurance, the FDIC, the CFPB, the SEC and FINRA. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not stockholders. Insurance regulations promulgated by state insurance departments are primarily intended to protect policyholders rather than stockholders. Likewise, regulations promulgated by FINRA are primarily intended to protect customers of broker-dealer businesses rather than stockholders.

These regulations affect our lending practices, capital structure, capital requirements, investment practices, dividend policy and growth, among other things. Failure to comply with laws, regulations or policies could result in damages, civil money penalties or reputational damage, as well as sanctions and supervisory actions by regulatory agencies that could subject us to significant restrictions on our business and our ability to expand through acquisitions or branching. While we have implemented policies and procedures designed to prevent any such violations of laws and regulations, such violations may occur from time to time, which could have a material adverse effect on our financial condition and results of operations.

The U.S. Congress and federal regulatory agencies frequently revise banking and securities laws, regulations and policies. On July 21, 2010, President Obama signed into law the Dodd-Frank Act, which significantly alters the regulation of financial institutions and the financial services industry. The Dodd-Frank Act establishes the CFPB and requires the CFPB and other federal agencies to implement many provisions of the Dodd-Frank Act. We expect that several aspects of the Dodd-Frank Act may affect our business, including, without limitation, increased capital requirements, increased mortgage regulation, restrictions on proprietary trading in securities, restrictions on investments in hedge funds and private equity funds, executive compensation restrictions and disclosure and reporting requirements. At this time, it is difficult to predict the extent to which the Dodd-Frank Act or the resulting rules and regulations will affect our business. Compliance with these new laws and regulations likely will result in additional costs, which could be significant and may adversely impact our results of operations, financial condition, and liquidity.

During the fourth quarter of 2011, the Bank received a “satisfactory” CRA rating in connection with its most-recent CRA Performance Evaluation. A CRA rating of less than “satisfactory” adversely affects a bank’s ability to establish new branches and impairs a bank’s ability to commence new activities that are “financial in nature” or acquire companies engaged in these activities. Other regulatory exam ratings or findings also may otherwise impact our ability to branch, commence new activities or make acquisitions.

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We cannot predict whether or in what form any other proposed regulations or statutes will be adopted or the extent to which our business may be affected by any new regulation or statute. Such changes could subject our business to additional costs, limit the types of financial services and products we may offer and increase the ability of non-banks to offer competing financial services and products, among other things.

We may be unable to increase or maintain our level of qualified small business lending from our banking segment, which could subject us to higher dividend rates on our outstanding preferred stock.

We sold $114.1 million of our Series B Preferred Stock to the Secretary of the United States Treasury Department (“Treasury”) pursuant to the SBLF. The SBLF encourages participant banks to increase their lending to small businesses by offering banks reduced dividend rates on the senior preferred shares they issued to the Secretary of the Treasury if they meet certain thresholds of increased small business lending. We could become subject to higher dividend rates and penalties in the future depending upon our future level of qualified lending to small businesses relative to our defined “baseline” level. Until December 31, 2013, the dividend rate we pay on any outstanding shares of Series B Preferred Stock will fluctuate on a quarterly basis between one percent (1%) and five percent (5%) per annum, based upon changes in the level of qualified small business lending by the Bank measured against the Baseline. From January 1, 2014 through March 26, 2016, if we have not sufficiently increased our small business lending we may become subject to a dividend rate as high as seven percent (7%) per annum, and may be required to pay a dividend rate penalty of 0.5% per quarter. Beginning March 27, 2016, the dividend rate on any outstanding shares of Series B Preferred Stock will be fixed at nine percent (9%) per annum. The future demands for additional lending are unclear and uncertain, and our ability to make qualifying small business loans depends on a number of factors, many of which may be outside of our control. These factors include, among other things, general economic conditions, demand for loans, the effectiveness of our marketing efforts, the ability of borrowers to meet our lending standards, competition from other lenders, the lending policies of our competitors and regulatory restrictions. If we fail to maintain or increase our level of qualified small business lending from our Baseline, the resulting increase in the dividend rate on the Series B Preferred Stock could increase our cost of capital and adversely affect our results of operations and financial condition.

Our mortgage origination segment is subject to investment risk on loans that it originates.

We intend to sell, and not hold for investment, substantially all residential mortgage loans that we originate through PrimeLending. At times, however, we may originate a loan or execute an interest rate lock commitment (“IRLC”) with a customer pursuant to which we agree to originate a mortgage loan on a future date at an agreed-upon interest rate without having identified a purchaser for such loan or the loan underlying such IRLC. An identified purchaser may also decline to purchase a loan for a variety of reasons. In these instances, we will bear interest rate risk on an IRLC until, and unless, we are able to find a buyer for the loan underlying such IRLC and the risk of investment on a loan until, and unless, we are able to find a buyer for such loan. In addition, if a customer defaults on a mortgage payment shortly after the loan is originated, the purchaser of the loan may have a put right, whereby the purchaser can require us to repurchase the loan at the full amount that it paid. During periods of market downturn, we have at times chosen to hold mortgage loans when the identified purchasers have declined to purchase such loans because we could not obtain an acceptable substitute bid price for such loan. The failure of mortgage loans that we hold on our books to perform adequately could have a material adverse effect on our financial condition, liquidity and results of operations.

Our financial advisory business is subject to various risks associated with the securities industry, particularly those impacting the public finance industry.

Our financial advisory business is subject to uncertainties that are common in the securities industry. These uncertainties include:

·intense competition in the public finance and other sectors of the securities industry;

·the volatility of domestic and international financial, bond and stock markets;

·extensive governmental regulation;

·litigation; and

·substantial fluctuations in the volume and price level of securities.

As a result, the revenues and operating results of our financial advisory segment may vary significantly from quarter to quarter and from year to year. Unfavorable financial or economic conditions could reduce the number and size of transactions in which we provide financial advisory, underwriting and other services. Disruptions in fixed income and equity markets could lead to a decline in the volume of transactions executed for customers and therefore, to declines in revenues from commissions and clearing services. First Southwest is much smaller and has much less capital than many competitors in the securities industry. In addition, First Southwest is an operating subsidiary of the Bank, which means that its activities are limited to those that are permissible for the Bank.

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We ultimately may write-off goodwill and other intangible assets resulting from our acquisitions of NLASCO and PlainsCapital.

As a result of purchase accounting for our acquisitions of NLASCO and PlainsCapital, our consolidated balance sheet at December 31, 2012, contained goodwill and other intangible assets aggregating $331.5 million. On an ongoing basis, we evaluate whether facts and circumstances indicate any impairment of value of intangible assets. As circumstances change, the value of these intangible assets may not be realized by us. If we determine that a material impairment has occurred, we will be required to write-off the impaired portion of intangible assets, which could have a material adverse effect on our results of operations in the period in which the write-off occurs.

The accuracy of our financial statements and related disclosures could be affected if we are exposed to actual conditions different from the judgments, assumptions or estimates used in our critical accounting policies.

The preparation of financial statements and related disclosure in conformity with GAAP requires us to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Our critical accounting policies, which are included in this Annual Report, describe those significant accounting policies and methods used in the preparation of our consolidated financial statements that are considered “critical” by us because they require judgments, assumptions and estimates that materially impact our consolidated financial statements and related disclosures. As a result, if future events differ significantly from the judgments, assumptions and estimates in our critical accounting policies, such events or assumptions could have a material impact on our audited consolidated financial statements and related disclosures.

We are dependent on our management team, and the loss of our senior executive officers or other key employees could impair our relationship with customers and adversely affect our business and financial results.

Our success is dependent, to a large degree, upon the continued service and skills of our existing management team and other key employees with long-term customer relationships. Our business and growth strategies are built primarily upon our ability to retain employees with experience and business relationships within their respective segments. The loss of one or more of these key personnel could have an adverse impact on our business because of their skills, knowledge of the market, years of industry experience and the difficulty of finding qualified replacement personnel. In addition, we currently do not have non-competition agreements with certain members of management and other key employees. If any of these personnel were to leave and compete with us, our business, financial condition, results of operations and growth could suffer.

A decline in the market for advisory services could adversely affect our business and results of operations.

Our financial advisory segment has historically earned a significant portion of its revenues from advisory fees paid to it by its clients, in large part upon the successful completion of the client’s transaction. Financial advisory revenues from the public finance group of First Southwest represented the largest component of our financial advisory segment’s net revenues for the year ended December 31, 2012. Unlike other investment banks, First Southwest earns most of its revenues from its advisory fees and, to a lesser extent, from other business activities such as commissions and underwriting. New issuances in the municipal market by cities, counties, school districts, state and other governmental agencies, airports, healthcare institutions, institutions of higher education and other clients that First Southwest’s public finance group serves can be subject to significant fluctuations based on by factors such as changes in interest rates, property tax bases, budget pressures on certain issuers caused by uncertain economic times and other factors. We expect that the reliance of our financial advisory segment on advisory fees will continue for the foreseeable future, and a decline in public finance advisory engagements or the market for advisory services generally would have an adverse effect on our business and results of operations.

Negative publicity regarding us, or financial institutions in general, could damage our reputation and adversely impact our business and results of operations.

Our ability to attract and retain customers and conduct our business could be adversely affected to the extent our reputation is damaged. Reputational risk, or the risk to our business, earnings and capital from negative public opinion regarding our company, or financial institutions in general, is inherent in our business. Adverse perceptions concerning our reputation could lead to difficulties in generating and maintaining accounts as well as in financing them. In particular, negative perceptions concerning our reputation could lead to decreases in the level of deposits that consumer and commercial

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customers and potential customers choose to maintain with us. Negative public opinion could result from actual or alleged conduct in any number of activities or circumstances, including lending or foreclosure practices; sales practices; corporate governance and potential conflicts of interest; ethical failures or fraud, including alleged deceptive or unfair lending or pricing practices; regulatory compliance; protection of customer information; cyber-attacks, whether actual, threatened, or perceived; negative news about us or the financial institutions industry generally; general company performance; or from actions taken by government regulators and community organizations in response to such activities or circumstances. Furthermore, our failure to address, or the perception that we have failed to address, these issues appropriately could impact our ability to keep and attract customers and/or employees and could expose us to litigation and/or regulatory action, which could have an adverse effect on our business and results of operations.

Our operational systems and networks have been, and will continue to be, subject to an increasing risk of continually evolving cybersecurity or other technological risks, which could result in a loss of customer business, financial liability, regulatory penalties, damage to our reputation or the disclosure of confidential information.

We rely heavily on communications and information systems to conduct our business and maintain the security of confidential information and complex transactions, which subjects us to an increasing risk of cyber incidents from these activities due to a combination of new technologies and the increasing use of the Internet to conduct financial transactions, as well as a potential failure of interruption or breach in the security of these systems, including those that could result from attacks or planned changes, upgrades and maintenance of these systems. Such cyber incidents could result in failures or disruptions in our customer relationship management, securities trading, general ledger, deposits, computer systems, electronic underwriting servicing or loan origination systems. Third parties with which we do business may also be sources of cybersecurity or other technological risks.

Although we devote significant resources to maintain and regularly upgrade our systems and networks with measures such as intrusion and detection prevention systems and monitoring firewalls to safeguard critical business applications, there is no guarantee that these measures or any other measures can provide absolute security. Our computer systems, software and networks may be adversely affected by cyber incidents such as unauthorized access; loss or destruction of data (including confidential client information); account takeovers; unavailability of service; computer viruses or other malicious code; cyber attacks; and other events. These threats may derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. Additional challenges are posed by external extremist parties, including foreign state actors, in some circumstances, as a means to promote political ends. If one or more of these events occurs, it could result in the disclosure of confidential client information, damage to our reputation with our clients and the market, customer dissatisfaction, additional costs such as repairing systems or adding new personnel or protection technologies, regulatory penalties, exposure to litigation and other financial losses to both us and our clients and customers. Such events could also cause interruptions or malfunctions in our operations.

We have been the subject of denial of services attacks from external sources that have limited or interrupted the availability of our online banking services. Although to date we are not aware of any material losses relating to cyber attacks or other information security breaches, we may suffer such losses in the future. We have taken steps to improve and upgrade the security of our systems in response to such threats, such incidents could occur again, but they could occur more frequently or on a more significant scale.

We face strong competition from other financial institutions and financial service and insurance companies, which may adversely affect our operations and financial condition.

Our banking and mortgage origination businesses face vigorous competition from banks and other financial institutions, including savings and loan associations, savings banks, finance companies and credit unions. A number of these banks and other financial institutions have substantially greater resources and lending limits, larger branch systems and a wider array of banking services than we do. We also compete with other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies, insurance companies and governmental organizations, each of which may offer more favorable financing than we are able to provide. In addition, some of our non-bank competitors are not subject to the same extensive regulations that govern us. The banking business in Texas, particularly in the Austin, Dallas/Fort Worth, Lubbock and San Antonio metropolitan and surrounding areas, has become increasingly competitive over the past several years, and we expect the level of competition we face to further increase. Our profitability depends on our ability to compete effectively in these markets. This competition may reduce or limit our margins on banking services, reduce our market share and adversely affect our results of operations and financial condition.

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The insurance industry also is highly competitive and has, historically, been characterized by periods of significant price competition, alternating with periods of greater pricing discipline during which competitors focus on other factors. In the current market environment, competition in our insurance business’ industry is based primarily on products offered, service, experience, the strength of agent and policyholder relationships, reputation, speed and accuracy of claims payment, perceived financial strength, ratings, scope of business, commissions paid and policy and contract terms and conditions. Our insurance business competes with many other insurers, including large national companies who have greater financial, marketing and management resources than our insurance segment. Many of these competitors also have better ratings and market recognition than our insurance business. Our insurance segment seeks to distinguish itself from its competitors by providing a broad product line and targeting those market segments that provide the best opportunity to earn an underwriting profit.

In addition, a number of new, proposed or potential industry developments also could increase competition in our insurance business’ industry. These developments include changes in practices and other effects caused by the Internet (including direct marketing campaigns by our insurance segment’s competitors in established and new geographic markets), which have led to greater competition in the insurance business and increased expectations for customer service. These developments could prevent our insurance business from expanding its book of business. Our insurance business also faces competition from new entrants into the insurance market. New entrants do not have historic claims or losses to address and, therefore, may be able to price policies on a basis that is not favorable to our insurance business. New competition could reduce the demand for our insurance segment’s insurance products, which could have a material adverse effect on its financial condition and results of operations.

The financial advisory and investment banking industries also are intensely competitive industries and will likely remain competitive. Our financial advisory business competes directly with numerous other financial advisory and investment banking firms, broker-dealers and banks, including large national and major regional firms and smaller niche companies, some of whom are not broker-dealers and, therefore, not subject to the broker-dealer regulatory framework. In addition to competition from firms currently in the industry, there has been increasing competition from others offering financial services, including automated trading and other services based on technological innovations. Our financial advisory business competes on the basis of a number of factors, including the quality of advice and service, innovation, reputation and price. Many of our financial advisory segment’s competitors in the investment banking industry have a greater range of products and services, greater financial and marketing resources, larger customer bases, greater name recognition, more managing directors to serve their clients’ needs, greater global reach and more established relationships with their customers than our financial advisory business. Additionally, certain competitors of our financial advisory business have reorganized or plan to reorganize from investment banks into bank holding companies which may provide them with a competitive advantage. These larger and better capitalized competitors may be more capable of responding to changes in the investment banking market, to compete for skilled professionals, to finance acquisitions, to fund internal growth and to compete for market share generally. Increased pressure created by any current or future competitors, or by competitors of our financial advisory business collectively, could materially and adversely affect our business and results of operations. Increased competition may result in reduced revenue and loss of market share. Further, as a strategic response to changes in the competitive environment, our financial advisory business may from time to time make certain pricing, service or marketing decisions that also could materially and adversely affect our business and results of operations.

Our mortgage origination and insurance businesses are subject to seasonal fluctuations and, as a result, our results of operations for any given quarter may not be indicative of the results that may be achieved for the full fiscal year.

Our mortgage origination business is subject to several variables that can impact loan origination volume, including seasonal and interest rate fluctuations. We typically experience increased loan origination volume from purchases of homes during the second and third quarters, when more people tend to move and buy or sell homes. In addition, an increase in the general level of interest rates may, among other things, adversely affect the demand for mortgage loans and our ability to originate mortgage loans. In particular, if mortgage interest rates increase, the demand for residential mortgage loans and the refinancing of residential mortgage loans will likely decrease, which will have an adverse effect on our mortgage origination activities. Conversely, a decrease in the general level of interest rates, among other things, may lead to increased competition for mortgage loan origination business. As a result of these variables, our results of operations for any single quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

Generally, our insurance segment’s insured risks exhibit higher losses in the second and third quarters due to a seasonal concentration of weather-related events in its primary geographic markets. Although weather-related losses (including hail, high winds, tornadoes and hurricanes) can occur in any calendar quarter, the second calendar quarter, historically, has experienced the highest frequency of losses associated with these events. Hurricanes, however, are more likely to occur in the third calendar quarter of the year.

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If the actual losses and loss adjustment expenses of our insurance segment exceed its loss and expense estimates, its financial condition and results of operations could be materially adversely affected.

The financial condition and results of operations of our insurance segment depend upon its ability to assess accurately the potential losses associated with the risks that it insures. Our insurance segment establishes reserve liabilities to cover the payment of all losses and loss adjustment expenses incurred under the policies that it writes. These liability estimates include case estimates, which are established for specific claims that have been reported to our insurance segment, and liabilities for claims that have been incurred but not reported (“IBNR”). Loss adjustment expenses represent expenses incurred to investigate and settle claims. To the extent that losses and loss adjustment expenses exceed estimates, NLIC and ASIC will be required to increase their reserve liabilities and reduce their income in the period in which the deficiency is identified. In addition, increasing reserves causes a reduction in policyholders’ surplus and could cause a downgrade in the ratings of NLIC and ASIC. This, in turn, could diminish our ability to sell insurance policies.

The liability estimation process for our insurance segment’s casualty insurance coverage possesses characteristics that make case and IBNR reserving inherently less susceptible to accurate actuarial estimation than is the case with property coverages. Unlike property losses, casualty losses are claims made by third-parties of which the policyholder may not be aware and, therefore, may be reported a significant time after the occurrence, including sometimes years later. As casualty claims most often involve claims of bodily injury, assessment of the proper case estimates is a far more subjective process than claims involving property damage. In addition, in determining the case estimate for a casualty claim, information develops slowly over the life of the claim and can subject the case estimation to substantial modification well after the claim was first reported. Numerous factors impact the casualty case reserving process, such as venue, the amount of monetary damage, legislative activity, the permanence of the injury and the age of the claimant.

The effects of inflation could cause the severity of claims from catastrophes or other events to rise in the future. Increases in the values and geographic concentrations of policyholder property and the effects of inflation have resulted in increased severity of industry losses in recent years, and our insurance segment expects that these factors will increase the severity of losses in the future. As NLASCO observed in 2008, the severity of some catastrophic weather events, including the scope and extent of damage and the inability to gain access to damaged properties, and the ensuing shortages of labor and materials and resulting demand surge, provide additional challenges to estimating ultimate losses. Our insurance segment’s liabilities for losses and loss adjustment expenses include assumptions about future payments for settlement of claims and claims handling expenses, such as medical treatments and litigation costs. To the extent inflation causes these costs to increase above liabilities established for these costs, our insurance segment expects to be required to increase its liabilities, together with a corresponding reduction in its net income in the period in which the deficiency is identified.

Estimating an appropriate level of liabilities for losses and loss adjustment expense is an inherently uncertain process. Accordingly, actual loss and loss adjustment expenses paid will likely deviate, perhaps substantially, from the liability estimates reflected in our insurance segment’s consolidated financial statements. Claims could exceed our insurance segment’s estimate for liabilities for losses and loss adjustment expenses, which could have a material adverse effect on its financial condition and results of operations.

If our insurance segment cannot obtain adequate reinsurance protection for the risks it underwrites or its reinsurers do not pay losses in a timely fashion, or at all, our insurance segment will suffer greater losses from these risks or may reduce the amount of business it underwrites, which may materially adversely affect its financial condition and results of operations.

Our insurance segment purchases reinsurance to protect itself from certain risks and to share certain risks it underwrites. During 2012 and 2011, our insurance segment’s personal lines ceded 12.1% and 12.0%, respectively, of its direct insurance premiums written (primarily through excess of loss, quota share and catastrophe reinsurance treaties) and its commercial lines ceded 4.9% and 4.9%, respectively, of its direct insurance premiums written (primarily through excess of loss and catastrophe reinsurance treaties). The total cost of reinsurance, inclusive of per risk excess and catastrophe, increased 9.0% in the year ended December 31, 2012, which is partially attributable to higher reinstatement premiums in 2012 of $0.4 million. Reinsurance cost generally increases as a result of hurricanes or any diminished capacity in the reinsurance market.

From time to time, market conditions have limited, and in some cases have prevented, insurers from obtaining the types and amounts of reinsurance that they have considered adequate for their business needs. Accordingly, our insurance segment may not be able to obtain desired amounts of reinsurance. Even if our insurance segment is able to obtain adequate reinsurance, it may not be able to obtain it from entities with satisfactory creditworthiness or negotiate terms that it deems appropriate or acceptable. Although the cost of reinsurance is, in some cases, reflected in our insurance segment’s premium

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rates, our insurance segment may have guaranteed certain premium rates to its policyholders. Under these circumstances, if the cost of reinsurance were to increase with respect to policies for which our insurance segment guaranteed the rates, our insurance segment would be adversely affected. In addition, if our insurance segment cannot obtain adequate reinsurance protection for the risks it underwrites, it may be exposed to greater losses from these risks or it may be forced to reduce the amount of business that it underwrites for such risks, which will reduce our insurance segment’s revenue and may have a material adverse effect on its results of operations and financial condition.

At December 31, 2012, our insurance segment had $18.6 million in reinsurance recoverables, including ceded paid loss recoverables, ceded losses and loss adjustment expense recoverables and ceded unearned insurance premiums. Our insurance segment expects to continue to purchase substantial reinsurance coverage in the foreseeable future. Because our insurance segment remains primarily liable to its policyholders for the payment of their claims, regardless of the reinsurance it has purchased relating to those claims, in the event that one of its reinsurers becomes insolvent or otherwise refuses to reimburse our insurance segment for losses paid, or delays in reimbursing our insurance segment for losses paid, its liability for these claims could materially and adversely affect its financial condition and results of operations.

We are subject to legal claims and litigation that could have a material adverse effect on our business.

We face significant legal risks in each of the business segments in which we operate, and the volume of legal claims and amount of damages and penalties claimed in litigation and regulatory proceedings against financial service companies remains high. These risks often are difficult to assess or quantify, and their existence and magnitude often remain unknown for substantial periods of time. Substantial legal liability or significant regulatory action against us or any of our subsidiaries could have a material adverse effect on our results of operations or cause significant reputational harm to us, which could seriously harm our business and prospects. Further, regulatory inquiries and subpoenas, other requests for information, or testimony in connection with litigation may require incurrence of significant expenses, including fees for legal representation and fees associated with document production. These costs may be incurred even if we are not a target of the inquiry or a party to the litigation. Any financial liability or reputational damage could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.

We may be subject to environmental liabilities in connection with the foreclosure on real estate assets securing the loan portfolio of our banking segment.

Hazardous or toxic substances or other environmental hazards may be located on the real estate that secures our loans. If we acquire such properties as a result of foreclosure, or otherwise, we could become subject to various environmental liabilities. For example, we could be held liable for the cost of cleaning up or otherwise addressing contamination at or from these properties. We could also be held liable to a governmental entity or third party for property damage, personal injury or other claims relating to any environmental contamination at or from these properties. In addition, we could be held liable for costs relating to environmental contamination at or from our current or former properties. We may not detect all environmental hazards associated with these properties. If we ever became subject to significant environmental liabilities, our business, financial condition, liquidity and results of operations could be harmed.

If we fail to maintain an effective system of internal controls over financial reporting, the accuracy and timing of our financial reporting may be adversely affected.

Effective internal controls are necessary for us to provide timely and reliable financial reports and effectively prevent fraud. Any inability to provide reliable financial reports or prevent fraud could harm our business. If we fail to maintain the adequacy of our internal controls, our financial statements may not accurately reflect our financial condition. Inadequate internal controls over financial reporting could impact the reliability and timeliness of our financial reports and could cause investors to lose confidence in our reported financial information, which could have a negative effect on our business and the value of our securities.

The debt agreements of our insurance segment and its controlled affiliates contain financial covenants and impose restrictions on its business.

The indenture governing NLASCO’s LIBOR plus 3.40% notes due 2035 contains restrictions on its ability to, among other things, declare and pay dividends and merge or consolidate. In addition, this indenture contains a change of control provision, which provides that (i) if a person or group becomes the beneficial owner, directly or indirectly, of 50% or more of NLASCO’s equity securities and (ii) if NLASCO’s ratings are downgraded by a nationally recognized statistical rating organization (as defined in the Exchange Act), then each holder of the notes governed by such indenture has the right to require that NLASCO purchase such holder’s notes, in whole or in part, at a price equal to 100% of the then outstanding principal amount.

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Likewise, the surplus indentures governing NLIC’s two LIBOR plus 4.10% and 4.05% notes due 2033 and ASIC’s LIBOR plus 4.05% notes due 2034 contain restrictions on dividends and mergers and consolidations. In addition, NLASCO has other credit arrangements with its affiliates and other third-parties.

NLASCO’s ability to comply with these covenants may be affected by events beyond its control, including prevailing economic, financial and industry conditions. The breach of any of these restrictions could result in a default under the loan agreements or indentures governing the notes or under its other debt agreements. An event of default under its debt agreements would permit some of its lenders to declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest. If NLASCO were unable to repay debt to its secured lenders, these lenders could proceed against the collateral securing that debt. In addition, acceleration of its other indebtedness may cause NLASCO to be unable to make interest payments on the notes. Other agreements that NLASCO or its insurance company subsidiaries may enter into in the future may contain covenants imposing significant restrictions on their respective businesses that are similar to, or in addition to, the covenants under their respective existing agreements. These restrictions may affect NLASCO’s ability to operate its business and may limit its ability to take advantage of potential business opportunities as they arise.

Risks Related to our Substantial Cash Position and Related Strategies for its Use

Because we intend to use a substantial portion of our remaining available cash to make acquisitions or effect a business combination, we may become subject to risks inherent in pursuing and completing any such acquisitions or business combination.

We are endeavoring to make acquisitions or effect business combinations with a substantial portion of our remaining available cash. We may not, however, be able to identify suitable targets, consummate acquisitions or effect a combination on commercially acceptable terms or, if consummated, successfully integrate personnel and operations.

The success of any acquisition or business combination will depend upon, among other things, the ability of management and our employees to integrate personnel, operations, products and technologies effectively, to retain and motivate key personnel and to retain customers and clients of targets. In addition, any acquisition or business combination we undertake may consume available cash resources, result in potentially dilutive issuances of equity securities and divert management’s attention from other business concerns. Even if we conduct extensive due diligence on a target business that we acquire or with which we merge, our diligence may not surface all material issues that may adversely affect a particular target business, and we may be forced to later write-down or write-off assets, restructure our operations or incur impairment or other charges that could result in our reporting losses. Consequently, we also may need to make further investments to support the acquired or combined company and may have difficulty identifying and acquiring the appropriate resources.

We may enter, through acquisitions or a business combination, into new lines of business or initiate new service offerings subject to the restrictions imposed upon us as a regulated financial holding company. Accordingly, there is no basis for you to evaluate the possible merits or risks of the particular target business with which we may combine or that we may ultimately acquire.

Existing circumstances may result in several of our directors having interests that may conflict with our interests.

A director who has a conflict of interest with respect to an issue presented to our board will have no inherent legal obligation to abstain from voting upon that issue. We do not have provisions in our bylaws or charter that require an interested director to abstain from voting upon an issue, and we do not expect to add provisions in our charter and bylaws to this effect. Although each director has a duty to act in good faith and in a manner he or she reasonably believes to be in our best interests, there is a risk that, should interested directors vote upon an issue in which they or one of their affiliates has an interest, their vote may reflect a bias that could be contrary to our best interests. In addition, even if an interested director abstains from voting, the director’s participation in the meeting and discussion of an issue in which they have, or companies with which they are associated have, an interest could influence the votes of other directors regarding the issue.

Difficult market conditions have adversely affected the yield on our available cash.

Our primary objective is to preserve and maintain the liquidity of our available cash, while at the same time maximizing yields without significantly increasing risk. The capital and credit markets have been experiencing volatility and disruption for a prolonged period. This volatility and disruption reached unprecedented levels, resulting in dramatic declines in interest

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rates and other yields relative to risk. This downward pressure has negatively affected the yields we receive on our available cash. If current levels of market disruption and volatility continue or worsen, there can be no assurance that we will receive any significant yield on our available cash. Further, given current market conditions, no assurance can be given that we will be able to preserve our available cash.

If regulators determine that we control SWS Group, Inc., we will be required to file appropriate reports with the Federal Reserve Board and potentially provide financial support.

As a general matter, an investor is deemed to control a depository institution or other company if the investor owns or controls 25% or more of any class of voting stock. Subject to rebuttal, an investor may be presumed to control a depository institution or other company if the investor owns or controls ten percent or more of any class of voting stock. At December 31, 2012, we beneficially owned 24.6% of the outstanding common stock of SWS Group, Inc. (“SWS”). In connection with the transactions entered into with SWS, we filed a Rebuttal of Control, which the Office of Thrift Supervision, now a part of the Office of the Comptroller of the Currency, accepted based upon the facts represented by us. The transaction documents also provide for mechanisms to prevent us from being deemed to “control” SWS through our ownership of voting securities. Notwithstanding this finding by the Office of Thrift Supervision, in the event that we were determined to “control” SWS, we would be required to file appropriate reports as a financial holding company regulated by the Federal Reserve Board reflecting our controlling interest in SWS. In connection with our transaction with PlainsCapital, we provided certain passivity commitments to the Federal Reserve Board related to SWS. These passivity commitments provide that we cannot take certain actions, namely exercising any controlling influence over management or policies, without the prior approval of the Federal Reserve Bank.

In addition, it is a policy of the Federal Reserve Board that a bank holding company should serve as a source of financial and managerial strength to the depository institutions that it controls. The Dodd-Frank Act requires by statute that all holding companies serve as a source of financial strength for any subsidiary of the holding company. The Federal Reserve Board and the other banking agencies have not published a proposed rule implementing these “source of strength” requirements. Given that the Federal Reserve Board became the primary federal regulator of savings and loan holding companies (“SLHCs”), such as SWS, the policy for SLHCs on this subject likely will be altered to align more closely with those for bank holding companies. The regulators may require certain financial and other action by a regulated holding company in support of controlled depository institutions even if such action is not in the best interests of the regulated holding company or its stockholders.

Risks Related to Our Common Stock

We may issue shares of preferred stock or additional shares of common stock to complete an acquisition or effect a combination or under an employee incentive plan after consummation of an acquisition or combination, which would dilute the interests of our stockholders and likely present other risks.

The issuance of shares of preferred stock or additional shares of common stock:

·may significantly dilute the equity interest of our stockholders;

·may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

·could cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards; and

·may adversely affect prevailing market prices for our common stock.

Our authorized capital stock includes ten million shares of preferred stock, and we currently have 114,068 shares of Series B Preferred Stock issued and outstanding, liquidation preference $1,000 per share, to the Secretary of the Treasury pursuant to the SBLF. Our board of directors, in its sole discretion, may designate and issue one or more additional series of preferred stock from the authorized and unissued shares of preferred stock. Subject to limitations imposed by law or our articles of incorporation, our board of directors is empowered to determine the designation and number of shares constituting each series of preferred stock, as well as any designations, qualifications, privileges, limitations, restrictions or special or relative rights of additional series. The rights of preferred stockholders may supersede the rights of common stockholders. Preferred stock could be issued with voting and conversion rights that could adversely affect the voting power of the shares of our common stock. The issuance of preferred stock could also result in a series of securities outstanding that would have preferences over the common stock with respect to dividends and in liquidation.

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Our common stock price may experience substantial volatility, which may affect your ability to sell our common stock at an advantageous price.

Price volatility of our common stock may affect your ability to sell our common stock at an advantageous price. Market price fluctuations in our common stock may arise due to acquisitions, dispositions or other material public announcements, including those regarding dividends or changes in management, along with a variety of additional factors, including, without limitation, other risks identified in “Forward-looking Statements” and these “Risk Factors.” In addition, the stock markets in general, including the NYSE, have experienced extreme price and trading fluctuations. These fluctuations have resulted in volatility in the market prices of securities that often have been unrelated or disproportionate to changes in operating performance. These broad market fluctuations may adversely affect the market price of our common stock.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

We are organized under Maryland law, which provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our charter eliminates our directors’ and officers’ liability to us and our stockholders for money damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment and that is material to the cause of action. Our bylaws require us to indemnify our directors and officers for liability resulting from actions taken by them in those capacities to the maximum extent permitted by Maryland law. As a result, our stockholders and we may have more limited rights against our directors and officers than might otherwise exist under common law. In addition, we may be obligated to fund the defense costs incurred by our directors and officers.

The Treasury’s investment in us imposes restrictions and obligations upon us that could adversely affect the rights of our common stockholders.

We have sold 114,068 shares of our Series B Preferred Stock, liquidation preference $1,000 per share, for $114.1 million, to the Secretary of the Treasury pursuant to the SBLF. The shares of Series B Preferred Stock are senior to shares of our common stock with respect to dividends and liquidation preference. The terms of the Series B Preferred Stock provided for the payment of non-cumulative dividends on a quarterly basis. The dividend rate, as a percentage of the liquidation amount, fluctuates while the Series B Preferred Stock is outstanding based upon changes in the level of qualified small business lending by the Bank from its Baseline. As long as shares of Series B Preferred Stock remain outstanding, we may not pay dividends to our common stockholders (nor may we repurchase or redeem any shares of our common stock) during any quarter in which we fail to declare and pay dividends on the Series B Preferred Stock and for the next three quarters following such failure. In addition, under the terms of the Series B Preferred Stock, we may only declare and pay dividends on our common stock (or repurchase shares of our common stock), if, after payment of such dividend, the dollar amount of our Tier 1 capital would be at least ninety percent (90%) of Tier 1 capital as of September 27, 2011, excluding any charge-offs and redemptions of the Series B Preferred Stock (the “Tier 1 Dividend Threshold”). The Tier 1 Dividend Threshold is subject to reduction, beginning January 1, 2014, based upon the extent by which, if at all, the Bank’s qualified small business lending at September 30, 2013 has increased over the Baseline.

Our charter and laws contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock.

Authority to Issue Additional Shares. Under our charter, our board of directors may issue up to an aggregate of ten million shares of preferred stock without stockholder action. The preferred stock may be issued, in one or more series, with the preferences and other terms designated by our board of directors that may delay or prevent a change in control of us, even if the change is in the best interests of stockholders. At December 31, 2012, 114,068 shares of preferred stock were designated or outstanding.

Banking Laws. Any change in control of our company is subject to prior regulatory approval under the Bank Holding Company Act or the Change in Bank Control Act, which may delay, discourage or prevent an attempted acquisition or change in control of us.

Insurance Laws. NLIC and ASIC are domiciled in the State of Texas. Before a person can acquire control of an insurance company domiciled in Texas, prior written approval must be obtained from the Texas Department of Insurance. Acquisition of control would be presumed on the acquisition, directly or indirectly, of ten percent or more of our outstanding voting

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stock, unless the regulators determine otherwise. Prior to granting approval of an application to acquire control of a domestic insurer, the Texas Department of Insurance will consider several factors, such as:

·the financial strength of the acquirer;

·the integrity and management experience of the acquirer’s board of directors and executive officers;

·the acquirer’s plans for the management of the insurer;

·the acquirer’s plans to declare dividends, sell assets or incur debt;

·the acquirer’s plans for the future operations of the domestic insurer;

·the impact of the acquisition on continued licensure of the domestic insurer;

·the impact on the interests of Texas policyholders; and

·any anti-competitive results that may arise from the consummation of the acquisition of control.

These laws may discourage potential acquisition proposals for us and may delay, deter or prevent a change of control of us, including transactions that some or all of our stockholders might consider desirable.

Restrictions on Calling Special Meeting, Cumulative Voting and Director Removal. Our bylaws includes a provision prohibiting the holders of less than a majority of the voting power represented by all of our shares issued, outstanding and entitled to be voted at a proposed meeting, from calling a special meeting of stockholders.  Our charter does not provide for the cumulative voting in the election of directors.  In addition, our charter provides that our directors may only be removed for cause and then only by an affirmative vote of at least two-thirds of the votes entitled to be cast in the election of directors.  Any amendment to our charter relating to the removal of directors requires the affirmative vote of two-thirds of all of the votes entitled to be cast on the matter.  These provisions of our bylaws and charter may delay, discourage or prevent an attempted acquisition or change in control of us.

An investment in our common stock is not an insured deposit.

An investment in our common stock is not a bank deposit and is not insured or guaranteed by the FDIC, SIPC, the Texas Department of Insurance or any other government agency. Accordingly, you should be capable of affording the loss of any investment in our common stock.

Item 1B.Unresolved Staff Comments.

None.

Item 2.Properties.

We lease office space for our principle executive offices in Dallas, Texas. In addition to our principal office, our various business segments conduct business at various locations.

Banking.  At December 31, 2012, our banking segment conducted business at 36 locations, including two operations centers. Our banking segment’s principal executive offices are located in Dallas, Texas, in space leased by PlainsCapital. In addition to the principal office, we operate the following banking locations. We have options to renew leases at most locations.

	Owned	Leased	Total
Lubbock market	7	7	14
Dallas/Fort Worth market	—	14	14
Austin market	—	5	5
San Antonio market	—	3	3
Total	7	29	36

Mortgage Origination.  Our mortgage origination segment is headquartered in Dallas, Texas and at December 31, 2012 conducted business at 280 locations in 42 states. Each of these locations is leased by PrimeLending.

Insurance.  At December 31, 2012, NLASCO leases office space in Waco, Texas for all corporate, claims, customer service and data center operations.

Financial Advisory.  Our financial advisory segment is headquartered in Dallas, Texas and at December 31, 2012 conducted business at 26 locations in 14 states and the District of Columbia. Each of these offices is leased by First Southwest.

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Item 3.Legal Proceedings.

We are a party to various legal actions resulting from our operating activities. These actions consist of litigation and administrative proceedings arising in the ordinary course of business, some of which are covered by liability insurance, and none of which is expected to have a material adverse effect on our consolidated financial condition, results of operations or cash flows taken as a whole.

In November 2006, FSC received subpoenas from the SEC and the U.S. Department of Justice (the “DOJ”) in connection with an investigation of possible antitrust and securities law violations, including bid-rigging, in the procurement of guaranteed investment contracts and other investment products for the reinvestment of bond proceeds by municipalities. The investigation is industry-wide and includes approximately 30 or more firms, including some of the largest U.S. investment firms.

As a result of these SEC and DOJ investigations into industry-wide practices, FSC was initially named as a co-defendant in cases filed in several different federal courts by various state and local governmental entities suing on behalf of themselves and a purported class of similarly situated governmental entities and a similar set of lawsuits filed by various California local governmental entities suing on behalf of themselves and a purported class of similarly situated governmental entities.  All claims asserted against FSC in these purported class actions were subsequently dismissed. However, the plaintiffs in these purported class actions have filed amended complaints against other entities, and FSC is identified in these complaints not as a defendant, but as an alleged co-conspirator with the named defendants.

Additionally, as a result of these SEC and DOJ investigations into industry-wide practices, FSC has been named as a defendant in 20 individual lawsuits. These lawsuits have been brought by several California public entities and two New York non-profit corporations that do not seek to certify a class. The Judicial Panel on Multidistrict Litigation has transferred these cases to the United States District Court, Southern District of New York. The California plaintiffs allege violations of Section 1 of the Sherman Act and the California Cartwright Act. The New York plaintiffs allege violations of Section 1 of the Sherman Act and the New York Donnelly Act. The allegations against FSC are very limited in scope. FSC has filed answers in each of the twenty lawsuits denying the allegations and asserting several affirmative defenses. FSC intends to defend itself vigorously in these individual actions. The relief sought is unspecified monetary damages.

Like other financial institutions, we are subject to various federal, state and local laws and regulations relating to environmental matters. Under these laws and regulations, we could be held liable for costs relating to environmental contamination at or from properties that secure our loan portfolio. With respect to our borrower’s properties, the potential liabilities may far exceed the original amount of the loan made by us and secured by the property.  Currently, we are not a defendant in any environmental legal proceeding.

Item 4.Mine Safety Disclosures.

Not applicable.

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PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Securities, Stockholder and Dividend Information

Our common stock is listed on the New York Stock Exchange under the symbol “HTH”.  Our common stock has no public trading history prior to February 12, 2004. Our common stock closed at $13.03 on March 14, 2013. At March 14, 2013, there were 83,487,340 shares of our common stock outstanding with 644 stockholders of record.

On November 29, 2012, we filed with the State Department of Assessments and Taxation of the State of Maryland articles supplementary for Series B Preferred Stock, setting forth its terms. Holders of the Series B Preferred Stock are entitled to noncumulative cash dividends at a fluctuating dividend rate based on the Bank’s level of qualified small business lending. The Series B Preferred Stock is non-voting, except in limited circumstances, and ranks senior to our common stock with respect to the payment of dividends and distribution of assets upon any liquidation, dissolution or winding up of Hilltop.

Subject to the restrictions discussed below, our stockholders are entitled to receive dividends when, as, and if declared by our Board of Directors out of funds legally available for that purpose. Our Board of Directors exercises discretion with respect to whether we will pay dividends and the amount of such dividend, if any. Factors that affect our ability to pay dividends on our common stock in the future include, without limitation, our earnings and financial condition, liquidity and capital resources, the general economic and regulatory climate, our ability to service any equity or debt obligations senior to our common stock and other factors deemed relevant by our Board of Directors. Hilltop has not declared or paid any dividends over the past two completed fiscal years.

As a holding company, we are ultimately dependent upon our subsidiaries to provide funding for our operating expenses, debt service and dividends. Various laws limit the payment of dividends and other distributions by our subsidiaries to us, and may therefore limit our ability to pay dividends on our common stock. In addition, as long as shares of Series B Preferred Stock remain outstanding, we may not pay dividends to our common stockholders (nor may we repurchase or redeem any shares of our common stock) during any quarter in which we fail to declare and pay dividends on the Series B Preferred Stock and for the next three quarters following such failure. In addition, under the terms of the Series B Preferred Stock, we may only declare and pay dividends on our common stock (or repurchase shares of our common stock), if, after payment of such dividend, the dollar amount of our Tier 1 capital would be at least ninety percent (90%) of Tier 1 capital as of September 27, 2011, excluding any charge-offs and redemptions of the Series B Preferred Stock. The Tier 1 Dividend Threshold is subject to reduction, beginning January 1, 2014, based upon the extent by which, if at all, the our qualified small business lending at September 30, 2013 has increased over the Baseline.

If required payments on our outstanding junior subordinated debentures held by our unconsolidated subsidiary trusts are not made or suspended, we may be prohibited from paying dividends on our common stock. Regulatory authorities could impose administratively stricter limitations on the ability of our subsidiaries to pay dividends to us if such limits were deemed appropriate to preserve certain capital adequacy requirements. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Restrictions on Dividends and Distributions.”

The following table discloses the high and low sales prices per quarter for our common stock during 2012 and 2011. Quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	Price Range
	High		Low
Year Ended December 31, 2012
First Quarter	$	9.10	$	7.87
Second Quarter	$	10.89	$	7.75
Third Quarter	$	12.80	$	10.21
Fourth Quarter	$	14.49	$	12.57
Year Ended December 31, 2011
First Quarter	$	10.13	$	9.01
Second Quarter	$	10.09	$	8.60
Third Quarter	$	9.01	$	7.12
Fourth Quarter	$	8.60	$	6.88

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Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information at December 31, 2012 with respect to compensation plans under which shares of our common stock may be issued. Additional information concerning our stock-based compensation plans is presented in Note 18, Stock-Based Compensation, in the notes to our consolidated financial statements.

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders*	600,000	$	7.70	4,000,000
Total	600,000	$	7.70	4,000,000

*Excludes shares of restricted stock granted under the 2003 equity incentive plan, as all of these shares are vested. No exercise price is required to be paid upon the vesting of the restricted shares of common stock granted. All shares issued as of December 31, 2012 were issued under our 2003 equity incentive plan. In September 2012, the stockholders approved the 2012 equity incentive plan, which allows for the granting of nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards to employees of Hilltop, its subsidiaries and outside directors of Hilltop. Upon the effectiveness of the 2012 equity incentive plan, no additional awards are permissible under the 2003 equity incentive plan. In the aggregate, 4,000,000 shares of common stock may be delivered pursuant to awards granted under the 2012 equity incentive plan. At December 31, 2012, no awards had been granted pursuant to the 2012 equity incentive plan. All shares outstanding, whether vested or unvested, are entitled to receive dividends and to vote, unless forfeited. No participant in our 2012 equity incentive plan may be granted awards in any fiscal year covering more than 1,250,000 shares of our common stock.

Issuer Repurchases of Equity Securities

The following table details our repurchases of shares of common stock during the three months ended December 31, 2012.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
October 1 – October 31, 2012	10,134	(2)	$	13.42	$	—	$	98,837,692
November 1 – November 30, 2012	—		—		—		—
December 1 – December 31, 2012	—		—		—		—

(1)On November 2, 2011, our Board of Directors approved a share repurchase plan that authorized us to purchase up to $100 million of our outstanding shares of common stock. This repurchase plan permitted the purchase of shares of common stock from time to time in open market purchases in accordance with Rule 10b-18 promulgated by the SEC under the Exchange Act or pursuant to privately negotiated transactions. This repurchase plan expired pursuant to its terms on November 1, 2012.

(2)Represents 10,134 shares of common stock surrendered to the Company upon the net exercise of options in addition to the number of shares necessary to pay taxes or satisfy the exercise price thereof.

Recent Sales of Unregistered Securities

All issuances of unregistered securities have previously been reported.

Item 6.Selected Financial Data.

Our historical consolidated balance sheet data at December 31, 2012 and 2011 and our consolidated statements of operations data for the years ended December 31, 2012, 2011 and 2010 have been derived from our audited historical consolidated financial statements included elsewhere in this Annual Report. The following table shows our selected historical financial data for the periods indicated. You should read our selected historical financial data, together with the notes thereto, in conjunction with the more detailed information contained in our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report. The operating results of PlainsCapital are included in the tables below for the month of December 2012 and the balance sheet reflects the combined company at December 31, 2012, respectively (in thousands, except per share data and weighted average shares outstanding).

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	2012			2011			2010			2009			2008
Statement of Operations Data:
Total interest income	$	39,038		$	11,049		$	8,154		$	6,866		$	27,553
Total interest expense	10,196			8,985			8,971			9,668			10,528
Net interest income (loss)	28,842			2,064			(817		)	(2,802		)	17,025
Provision for loan losses	3,800			—			—			—			—
Net interest income (loss) after provision for loan losses	25,042			2,064			(817		)	(2,802		)	17,025
Total noninterest income	224,232			141,650			124,073			122,377			75,402
Total noninterest expense	255,517			155,254			124,811			123,036			134,571
Loss before income taxes	(6,243		)	(11,540		)	(1,555		)	(3,461		)	(42,144		)
Income tax benefit	(1,145		)	(5,009		)	(1,007		)	(1,349		)	(19,559		)
Net loss	(5,098		)	(6,531		)	(548		)	(2,112		)	(22,585		)
Less: Net income attributable to noncontrolling interest	494			—			—			—			—
Net loss attributable to Hilltop Holdings	(5,592		)	(6,531		)	(548		)	(2,112		)	(22,585		)
Dividends on preferred stock and other (1)	259			—			12,939			10,313			10,313
Loss applicable to Hilltop Holdings common stockholders	$	(5,851	)	$	(6,531	)	$	(13,487	)	$	(12,425	)	$	(32,898	)
Per Share Data:
Net loss - basic	$	(0.10	)	$	(0.12	)	$	(0.24	)	$	(0.22	)	$	(0.58	)
Weighted average shares outstanding - basic	58,754			56,499			56,492			56,474			56,453
Net loss - diluted	$	(0.10	)	$	(0.12	)	$	(0.24	)	$	(0.22	)	$	(0.58	)
Weighted average shares outstanding - diluted	58,754			56,499			56,492			56,474			56,453
Book value per common share	$	12.34		$	11.60		$	11.56		$	11.77		$	11.91
Tangible book value per common share	$	8.35		$	11.01		$	10.95		$	11.13		$	11.24
Balance Sheet Data:
Total assets	$	7,286,865		$	925,425		$	939,641		$	1,040,752		$	1,048,770
Cash and due from banks	720,741			578,520			649,439			790,013			767,876
Securities	1,081,066			224,200			148,965			129,968			138,568
Loans held for sale	1,399,944			—			—			—			—
Loans, net of unearned income	3,152,396			—			—			—			—
Allowance for loan losses	(3,409		)	—			—			—			—
Goodwill and other intangible assets, net	331,508			33,062			34,587			36,229			37,990
Total deposits	4,700,461			—			—			—			—
Notes payable	141,539			131,450			138,350			138,350			138,368
Junior subordinated debentures	67,012			—			—			—			—
Total stockholders’ equity	1,146,550			655,383			653,055			783,777			791,455
Performance Ratios (2):
Return on average stockholders’ equity	-0.62		%
Return on average assets	-0.08		%
Net interest margin (taxable equivalent) (3)	2.35		%
Efficiency ratio (4)(5)	NM
Asset Quality Ratios (2):
Total nonperforming assets to total loans and other real estate (5)	NM
Allowanceforloanlossestononperformingloans (5)	NM
Allowance for loan losses to total loans (5)	NM
Net charge-offs to average loans outstanding (5)	NM
Capital Ratios:
Equity to assets ratio	15.73		%	70.82		%	69.50		%	75.31		%	75.47		%
Tangible common equity to tangible assets	10.02		%	69.74		%	68.33		%	62.56		%	62.76		%
Regulatory Capital Ratios (2):
Hilltop - Leverage ratio (6)	13.08		%
Hilltop - Tier 1 risk-based capital ratio	17.72		%
Hilltop - Total risk-based capital ratio	17.81		%
Bank - Leverage ratio (6)	8.84		%
Bank - Tier 1 risk-based capital ratio	11.83		%
Bank - Total risk-based capital ratio	11.93		%
Other Data (7):
Net loss and LAE ratio	74.4		%	72.2		%	60.5		%	61.0		%	69.8		%
Expense ratio	34.4		%	34.0		%	36.0		%	35.7		%	35.6		%
GAAP combined ratio	108.8		%	106.2		%	96.5		%	96.8		%	105.4		%
Statutory surplus (8)	$	120,319		$	118,708		$	119,297		$	117,063		$	108,478
Statutory premiums to surplus ratio	125.0		%	119.4		%	102.0		%	98.0		%	104.4		%

(1)	Series A preferred stock was redeemed in September 2010.
(2)	Noted measures are typically used for measuring the performance of banking and financial institutions. Our operations prior to the acquisition of PlainsCapital are limited to our insurance operations. Therefore, noted measures for periods prior to 2012 are not a useful measure and have been excluded.
(3)	Taxable equivalent net interest income divided by average interest-earning assets.
(4)	Noninterest expenses divided by the sum of total noninterest income and net interest income for the year.
(5)	Noted measures are typically used for measuring the performance of banking and financial institutions. Our operations prior to the acquisition of PlainsCapital are limited to our insurance operations. Additionally, noted measure is not meaningful (“NM”) in 2012.
(6)	Ratio was calculated using the average assets for the month of December.
(7)	Only considers operations of insurance segment.
(8)	Statutory surplus includes combined surplus of NLIC and ASIC.

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GAAP Reconciliation and Management’s Explanation of Non-GAAP Financial Measures

We present two measures in our selected financial data that are not measures of financial performance recognized by GAAP.

“Tangible book value per common share” is defined as our total stockholders’ equity, excluding preferred stock, reduced by goodwill and other intangible assets, divided by total common shares outstanding. “Tangible common stockholders’ equity to tangible assets” is defined as our total stockholders’ equity, excluding preferred stock, reduced by goodwill and other intangible assets divided by total assets reduced by goodwill and other intangible assets.

These measures are important to investors interested in changes from period to period in tangible common equity per share exclusive of changes in intangible assets. For companies such as ours that have engaged in business combinations, purchase accounting can result in the recording of significant amounts of goodwill and other intangible assets related to those transactions.

You should not view this disclosure as a substitute for results determined in accordance with GAAP, and our disclosure is not necessarily comparable to that of other companies that use non-GAAP measures. The following table reconciles these non-GAAP financial measures to the most comparable GAAP financial measures, “book value per common share” and “Hilltop Holdings stockholders’ equity to total assets” (in thousands, except per share data).

	December 31,
	2012			2011			2010			2009			2008
Book value per common share	$	12.34		$	11.60		$	11.56		$	11.77		$	11.91
Effect of goodwill and intangible assets per share	$	(3.99	)	$	(0.59	)	$	(0.61	)	$	(0.64	)	$	(0.67	)
Tangible book value per common share	$	8.35		$	11.01		$	10.95		$	11.13		$	11.24
Hilltop Holdings stockholders’ equity	$	1,144,496		$	655,383		$	653,055		$	783,777		$	791,455
Less: preferred stock	114,068			—			—			119,108			119,108
Less: goodwill and intangible assets, net	331,508			33,062			34,587			36,229			37,990
Tangible common equity	698,920			622,321			618,468			628,440			634,357
Total assets	7,286,865			925,425			939,641			1,040,752			1,048,770
Less: goodwill and intangible assets, net	331,508			33,062			34,587			36,229			37,990
Tangible assets	6,955,357			892,363			905,054			1,004,523			1,010,780
Equity to assets	15.71		%	70.82		%	69.50		%	75.31		%	75.47		%
Tangible common equity to tangible assets	10.05		%	69.74		%	68.33		%	62.56		%	62.76		%

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion is intended to help the reader understand our results of operations and financial condition and is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and the accompanying notes thereto commencing on page F-1. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Item 1A. Risk Factors” and elsewhere in this Annual Report. See “Forward-Looking Statements.” All dollar amounts in the following discussion are in thousands, except per share amounts.

Unless the context otherwise indicates, all references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, to the “Company,” “Hilltop,” “HTH,” “we,” “us,” “our” or “ours” or similar words are to Hilltop Holdings Inc. and its direct and indirect wholly owned subsidiaries , references to “PlainsCapital” refer to PlainsCapital Corporation (a wholly owned subsidiary of Hilltop), references to the “Bank” refer to PlainsCapital Bank (a wholly owned subsidiary of PlainsCapital), references to “First Southwest” refer to First Southwest Holdings, LLC (a wholly owned subsidiary of the Bank) and its subsidiaries as a whole, references to “FSC” refer to First Southwest Company (a wholly owned subsidiary of First Southwest), references to “PrimeLending” refer to PrimeLending, a PlainsCapital Company (a wholly owned subsidiary of the Bank) and its subsidiaries as a whole and references to “NLASCO” refer to NLASCO, Inc. (a wholly owned subsidiary of Hilltop Holdings Inc.) and its subsidiaries as a whole.

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OUR GENERAL STRUCTURE

Beginning in 1995, we were founded as several companies under the name “Affordable Residential Communities” or “ARC,” now known as Hilltop Holdings Inc., for the purpose of engaging in the business of acquiring, renovating, repositioning and operating manufactured home communities, as well as certain related businesses. In 1998 we formed a Maryland corporation for the purpose of acting as the investment vehicle for, and a co-general partner of, our operating partnership, HTH Operating Partnership LP, formerly known as Affordable Residential Communities LP. In May 2002, we completed a reorganization in which we acquired substantially all the other real property partnerships and other related businesses we had previously organized and operated.

Through the year ended December 31, 2005, we were organized as a fully-integrated, self-administered and self-managed equity real estate investment trust, or REIT, for U.S. Federal income tax purposes. In 2006, we revoked our election as a REIT for U. S. Federal income tax purposes.

In January 2007, we acquired NLASCO. NLASCO, in turn, owns National Lloyds Insurance Company, or NLIC, and American Summit Insurance Company, or ASIC, both of which are licensed property and casualty insurers operating in multiple states. In addition, NLASCO also owns the NALICO GA, a general agency that operates in Texas. NLIC commenced business in 1949 and currently operates in 14 states, with its largest market being the state of Texas. NLIC carries a financial strength rating of “A” (Excellent) by A.M. Best. ASIC was formed in 1955 and currently operates in 13 states, its largest market being the state of Arizona. ASIC carries a financial strength rating of “A” (Excellent) by A.M. Best. Both of these companies are regulated by the Texas Department of Insurance.

On July 31, 2007, we sold substantially all of the operating assets used in our manufactured home communities business and our retail sales and financing business to American Residential Communities LLC. We received gross proceeds of approximately $890 million in cash, which represents the aggregate purchase price of $1.8 billion, less the indebtedness assumed by the buyer. After giving effect to expenses, taxes and our continued outstanding preferred stock and senior notes, our net cash balance was approximately $550 million.

In connection with our strategy to make acquisitions or effect business combinations, on May 8, 2012 we entered into a definitive agreement and plan of merger with PlainsCapital Corporation, a diversified financial institution which provides an array of financial products and services through its business and consumer banking, lending and financial advisory subsidiaries. On November 30, 2012, concurrent with the consummation of the Merger, we became a financial holding company registered under the Bank Holding Company Act of 1956, as amended by the Gramm-Leach-Bliley Act of 1999.

OVERVIEW

On November 30, 2012, Hilltop acquired PlainsCapital Corporation in a stock and cash transaction, whereby PlainsCapital Corporation merged with and into Meadow Corporation, a wholly owned subsidiary of Hilltop Holdings Inc., with Meadow Corporation continuing as the surviving entity under the name “PlainsCapital Corporation” (the “Merger”). Based on Hilltop’s closing stock price on November 30, 2012, the total purchase price was $813.5 million, consisting of 27.1 million shares of common stock, $311.8 million in cash and the issuance of 114,068 shares of Series B Preferred Stock. The fair market value of assets acquired, excluding goodwill, totaled $6.5 billion, including $3.2 billion of loans, $730.8 million of investment securities and $70.7 million of identifiable intangibles. The fair market value of the liabilities assumed was $5.9 billion, including $4.5 billion of deposits.

As a result of the Merger, the operating results of Hilltop for the year ended December 31, 2012 include the results from the operations acquired in the PlainsCapital Corporation transaction since December 1, 2012. Accordingly, our operating results and financial condition will not be comparable between 2012 and prior years. Additionally, the presentation of Hilltop’s historical consolidated financial statements have been modified and certain items have been reclassified to conform to 2012 presentation which is more consistent with that of a financial institution that provides an array of financial products and services. Prior to the Merger with PlainsCapital Corporation, Hilltop’s primary operations were to provide fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the south, southeastern and southwestern United States.

At December 31, 2012, on a consolidated basis, we had total assets of $7.3 billion, total deposits of $4.7 billion, total loans, including loans held for sale, of $4.6 billion and stockholders’ equity of $1.1 billion. The Bank, one of our wholly owned subsidiaries, provides a broad array of financial products and services, including commercial banking, personal banking, wealth management and treasury management, from offices located throughout central, north and west Texas. In addition to

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the Bank, we have various subsidiaries with specialized areas of expertise that also offer an array of financial products and services such as mortgage origination, insurance and financial advisory services.

Historically, we have derived our revenue from a single insurance segment. The Merger with PlainsCapital Corporation on November 30, 2012 has resulted in an increase to four reportable segments that are organized primarily by the core products offered to the segments’ respective customers. We anticipate that future revenues will be driven primarily from the banking and mortgage origination segments, with the remainder being generated by our insurance and financial advisory segments. Based on historical results of PlainsCapital Corporation, the relative share of total revenue provided by our banking and mortgage origination segments fluctuates depending on market conditions, and operating results for the mortgage origination segment tend to be more volatile than operating results for the banking segment.

The banking segment includes the operations of the Bank. The banking segment primarily provides business banking and personal banking products and services and generates revenue from its portfolio of earning assets. The Bank’s results of operations are primarily dependent on net interest income, while also deriving revenue from other sources, including service charges on customer deposit accounts and trust fees. The operations of PrimeLending comprise the mortgage origination segment, which offers a variety of loan products from offices in 42 states and generates revenue predominantly from fees charged on the origination of loans and from selling these loans in the secondary market. The insurance segment includes the operations of NLASCO, which operates through its wholly owned subsidiaries, National Lloyds Insurance Company, (“NLIC”), and American Summit Insurance Company, (“ASIC”). Insurance segment revenues are primarily generated from net insurance premiums earned, less loss and loss adjustment expenses (“LAE”) and policy acquisition and other underwriting expenses in Texas and other areas of the south, southeastern and southwestern United States. The financial advisory segment generates a majority of its revenues from fees and commissions earned from investment advisory and securities brokerage services at First Southwest. The principal subsidiaries of First Southwest are FSC, a broker-dealer registered with the Securities and Exchange Commission and Financial Industry Regulatory Authority, and First Southwest Asset Management, Inc., a registered investment advisor under the Investment Advisors Act of 1940. Additional information concerning our reportable segments is presented in Note 27, Segment and Related Information, in the notes to our consolidated financial statements.

We generate revenue from net interest income and from noninterest income. Net interest income represents the difference between the income earned on our assets, including our loans and investment securities, and our cost of funds, including the interest paid on the deposits and borrowings that are used to support our assets. Net interest income is a significant contributor to our operating results. Fluctuations in interest rates, as well as the amounts and types of interest-earning assets and interest-bearing liabilities we hold, affect net interest income. We generated $28.8 million in net interest income during the year ended December 31, 2012, compared with net interest income of $2.1 million in 2011 and net interest expense of $0.8 million in 2010. The significant increase in net interest income during 2012 was primarily due to $25.0 million in net interest income for the month ended December 31, 2012 from our banking segment that we acquired as a part of the Merger.

The other component of our revenue is noninterest income, which is primarily comprised of the following:

(i)Net gains from sale of loans and mortgage loan origination fees. Through our wholly owned subsidiary, PrimeLending, we generate noninterest income by originating and selling mortgage loans.  During the month ended December 31, 2012, we generated $57.6 million in net gains from sale of loans and mortgage loan origination fees.

(ii)Investment advisory fees and commissions and securities brokerage fees and commissions.  Through our wholly owned subsidiary, First Southwest, we provide public finance advisory and various investment banking and brokerage services. We generated $11.2 million in investment advisory fees and commissions and securities brokerage fees and commissions during the month ended December 31, 2012.

(iii)Net insurance premiums earned.  Through our wholly owned insurance subsidiary, NLASCO, we provide fire and limited homeowners insurance for low value dwellings and manufactured homes. We generated $146.7 million, $134.0 million and $117.2 million in net insurance premiums earned during the years ended December 31, 2012, 2011 and 2010, respectively.

In the aggregate, we generated $224.2 million, $141.7 million and $124.1 million in noninterest income during the years ended December 31, 2012, 2011 and 2010, respectively. The significant increase in noninterest income during 2012 was primarily due to the mortgage operations that we acquired as a part of the Merger.

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We also incur noninterest expenses in the operation of our businesses. Our businesses engage in labor intensive activities and, consequently, employees’ compensation and benefits represent the majority of our noninterest expenses.

Operating Results

The net loss applicable to common stockholders for the year ended December 31, 2012 was $5.9 million, or $0.10 per diluted share, compared to net losses applicable to common stockholders of $6.5 million, or $0.12 per diluted share, for the year ended December 31, 2011, and $13.5 million, or $0.24 per diluted share, for the year ended December 31, 2010. As a result of the Merger on November 30, 2012, the net income of PlainsCapital for the month ended December 31, 2012 is included in the operating results of Hilltop for the year ended December 31, 2012.

Certain items included in net loss for 2012 resulted from purchase accounting, compensation expense related to retention agreements with two PlainsCapital executive officers and specific merger related expenses associated with the PlainsCapital transaction. The pre-tax effects of these items include net accretion on acquired earning assets and liabilities of $6.1 million, amortization of identifiable intangibles of $0.8 million, compensation expense of $8.9 million and the specific merger related expenses of $6.6 million. The after tax impact of these items was to increase the net loss by $7.7 million.

Our insurance segment’s underwriting gain or loss consists of net insurance premiums earned, less loss, LAE and policy acquisition and other underwriting expenses. Underwriting performance is one of the most important factors in evaluating the overall results of our insurance operations given the fluctuations that can occur in loss and LAE due to weather related events, as well as the uncertainties involved in the process of estimating reserves for losses and LAE. The underwriting results and fluctuations in other noninterest income and expense line items specific to our insurance operations are discussed in greater detail below. The following table shows the underwriting gain or loss, as well as other income and expense line items specific to the financial results of NLASCO (in thousands).

Summary of Insurance Operations

	Year Ended December 31,									Variance
	2012			2011			2010			2012 vs 2011			2011 vs 2010
Underwriting gain (loss):
Homeowners	$	(9,137	)	$	(123	)	$	(2,564	)	$	(9,014	)	$	2,441
Fire	(4,517		)	(2,057		)	1,844			(2,460		)	(3,901		)
Mobile Home	(1,637		)	(5,811		)	845			4,174			(6,656		)
Commercial	60			(2,305		)	1,779			2,365			(4,084		)
Other	187			185			188			2			(3		)
Total underwriting loss	$	(15,044	)	$	(10,111	)	$	2,092		$	(4,933	)	$	(12,203	)
Other revenue (expense) items:
Net investment income	6,308			6,306			5,873			2			433
Net realized gains on investments	112			817			137			(705		)	680
Other income	7,334			6,785			6,744			549			41
Depreciation and amortization	(1,361		)	(1,714		)	(1,788		)	353			74
Interest expense	(2,057		)	(1,904		)	(1,961		)	(153		)	57
Total other revenue (expense) items	10,336			10,290			9,005			46			1,285
Operating income (loss) before federal income taxes	(4,708		)	179			11,097			(4,887		)	(10,918		)
Federal income tax expense (benefit) on operating income (loss)	(2,385		)	129			3,934			(2,514		)	(3,805		)
Net income (loss) from continuing operations of NLASCO	$	(2,323	)	$	50		$	7,163		$	(2,373	)	$	(7,113	)

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The insurance segment’s underwriting gain or loss consists of net insurance premiums earned, less loss, LAE and policy acquisition and other underwriting expenses. As presented in this exhibit, policy acquisition and other underwriting expenses encompass all expenses incurred relative to insurance segment operations, and include elements of multiple categories of expense otherwise reported as noninterest expense in the consolidated statements of operations. The insurance underwriting results are presented in the table below (in thousands).

	Year Ended December 31,									Variance
	2012			2011			2010			2012 vs 2011			2011 vs 2010
Direct insurance premiums written	$	163,780		$	155,054		$	139,290		$	8,726		$	15,764
Net insurance premiums written	$	150,451		$	141,737		$	121,691		$	8,714		$	20,046
Net insurance premiums earned	$	146,701		$	134,048		$	117,192		$	12,653		$	16,856
Loss and LAE	109,159			96,734			70,943			12,425			25,791
Policy acquisition and other underwriting expenses	52,586			47,425			44,157			5,161			3,268
Underwriting income (loss)	$	(15,044	)	$	(10,111	)	$	2,092		$	(4,933	)	$	(12,203	)
Agency expenses	$	(2,073	)	$	(1,789	)	$	(1,966	)	$	(284	)	$	177
Loss and LAE ratio	74.4		%	72.2		%	60.5		%	2.2		%	11.7		%
Policy acquisition and other underwriting less agency expense ratio	34.4		%	34.0		%	36.0		%	0.4		%	-2.0		%
Combined ratio	108.8		%	106.2		%	96.5		%	2.6		%	9.7		%

The loss and LAE ratio is loss and LAE divided by net insurance premiums earned for the same period. The underwriting expense ratio is policy acquisition and other underwriting expense less agency expenses, divided by net insurance premiums earned for the same period. The combined ratio is the sum of the loss and LAE ratio and the underwriting expense ratio.

Loss and LAE increased $12.4 million for the year ended December 31, 2012, as compared to the same period in 2011. This increase is primarily due to the increased frequency and severity of current accident year wind and hail losses. Wind and hail losses increased $12.8 million during the year ended December 31, 2012 as compared to the same period in 2011. Net insurance premiums earned increased 9.4% in the year ended December 31, 2012, as compared to the same period in 2011, due to an $8.7 million increase in volume of written premiums over the last twelve months. Loss and LAE expenses increased 12.8% in the year ended December 31, 2012, as compared to 2011, due to higher incurred losses associated with wind and hail storms that occurred in Texas and Oklahoma and additional losses associated with a 9.4% increase in earned premiums. Policy acquisition and other underwriting expenses increased 10.9% for the year ended December 31, 2012, as compared to 2011, primarily due to increased direct written premiums.

The Company seeks to generate underwriting profitability. Management evaluates NLASCO’s loss and LAE ratio by bifurcating the losses to derive catastrophic and non-catastrophic loss ratios. The non-catastrophic loss ratio excludes Property Claims Services events that exceed $1.0 million of losses to NLASCO. Catastrophic events, including those that do not exceed our reinsurance retention, affect the Company’s loss ratios. For the year ended December 31, 2012, catastrophic events that did not exceed our reinsurance retention accounted for $23.3 million of the total loss and loss adjustment expense, as compared to $20.3 million and $12.3 million for the same periods in 2011 and 2010, respectively. Excluding catastrophic events, our combined ratios for the year ended December 31, 2012, 2011 and 2010 would have been 93.0%, 91.0% and 86.0%, respectively.

For the year ended December 31, 2012, the Company had net unfavorable development in losses related to two 2008 catastrophes, Hurricane Ike and Hurricane Dolly. The Company also incurred losses in 2012 related to a catastrophic wind and hail storm in Arizona from October of 2010. Gross losses incurred from these prior storms was $0.8 million for the year ended December 31, 2012, compared to favorable development of $7.0 million for the same period in 2011. These losses have no effect on net loss and LAE incurred because the catastrophic events exceeded our retention and are fully recoverable. In 2012, NLIC incurred an $8.3 million loss from a Texas hail storm. The $8 million retention for catastrophic losses applied to the Texas hailstorm, and affected 2012 loss and LAE. The primary financial effect beyond the reinsurance retention is additional reinstatement premium payable to the affected reinsurers. For the year ended December 31, 2012 and 2011, the Company recorded reinstatement premiums of $0.5 million and $0.1 million, respectively.

Our combined ratio for the year ended December 31, 2012 is 108.8%, as compared to 106.2% and 96.5% for the same periods in 2011 and 2010, respectively. The 2.6% increase in combined ratio from 2011 to 2012 is primarily due to the 2.2% increase in loss and LAE ratio for the year ended December 31, 2012. Net insurance premiums earned increased 9.4% in the year ended December 31, 2012, as compared to the same period in 2011, due to an $8.7 million increase in the volume of written premiums over the last 12 months. Loss and LAE expenses increased 12.8% in the year ended December 31, 2012, as compared to 2011, due to higher incurred losses associated with wind and hail losses and storms that occurred

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in Texas and additional losses associated with a 9.4% increase in earned premiums. Policy acquisition and other underwriting expenses increased 10.9% for the twelve months ended December 31, 2012, as compared to 2011, which is a result of increased direct written premiums in Texas and the write-off of the policy administration system.

The 9.7% increase in combined ratio in 2011 compared to 2010, was primarily due to the 11.7% increase in loss and LAE ratio for the year ended December 31, 2011. Loss and LAE expenses increased 36.4% in 2011, as compared to 2010, due to higher incurred losses associated with wind and hail storms in Texas and additional losses associated with a 14.4% increase in earned premiums. Texas typically experiences seasonal tornado and hail storms; however, NLASCO suffered a dramatic increase in losses from five storms in April and May 2011 that created $19.3 million in incurred losses. Additionally, there were fifteen days of widely dispersed, exceptional weather related losses experienced during the three months ended June 30, 2011, which resulted in losses of $8.1 million. NLASCO also experienced an increase in the frequency and severity of fire losses, which resulted in $7.1 million in incurred losses above prior year. Policy acquisition and other underwriting expenses increased 7.4% for the year ended December 31, 2011, as compared to 2010, which is a direct result of an 11.3% increase in direct written premiums.

Net Interest Income

On a consolidated basis, net interest income increased $26.8 million in 2012 compared with 2011 primarily due to the PlainsCapital acquisition on November 30, 2012. Net interest income increased $2.9 million in 2011 compared with 2010, primarily due to higher investment income at the parent of $2.5 million and $0.4 million within our insurance segment.

The taxable equivalent net interest margin for the banking segment was 5.83% for the month of December 2012. The taxable equivalent net interest margin was impacted by accretion of discount on loans of $6.3 million, amortization of premium on acquired securities of $0.7 million and amortization of premium on acquired time deposits of $0.4 million. As a result of these items, the taxable equivalent interest margin increased by 140 basis points.

We consider our banking segment to be the primary generator of our net interest income. The banking segment provides business banking and personal banking products and services and generates revenue from its portfolio of interest earning assets.  The banking segment’s results are primarily dependent on net interest income.

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The table below provides additional details regarding our banking segment’s net interest income for the month ended December 31, 2012 (dollars in thousands).

	Month Ended
	December 31, 2012
			Interest
	Average		Earned or		Yield or
	Balance		Paid		Rate
Assets
Interest-earning assets
Loans, gross (1)	$	4,148,317	$	25,212	7.29	%
Investment securities - taxable	494,285		444		1.08	%
Investment securities - non-taxable (2)	175,850		479		3.27	%
Federal funds sold and securities purchased under agreements to resell	33,180		48		1.74	%
Interest-bearing deposits in other financial institutions	299,464		68		0.27	%
Other	33,594		57		2.04	%
Interest-earning assets, gross	5,184,690		26,308		6.09	%
Allowance for loan losses	248
Interest-earning assets, net	5,184,938
Noninterest-earning assets	814,461
Total assets	$	5,999,399
Liabilities and Stockholders’ Equity
Interest-bearing liabilities
Interest-bearing deposits	$	4,267,736	$	1,009	0.28	%
Notes payable and other borrowings	560,572		123		0.26	%
Total interest-bearing liabilities (3)	4,828,308		1,132		0.28	%
Noninterest-bearing liabilities
Noninterest-bearing deposits	289,871
Other liabilities	58,492
Total liabilities	5,176,671
Stockholders’ equity	822,728
Total liabilities and stockholders’ equity	$	5,999,399
Net interest income (2)			$	25,176
Net interest spread (2)					5.81	%
Net interest margin (2)					5.83	%

(1) Average loans include non-accrual loans.

(2) Taxable equivalent adjustments are based on a 35% tax rate. The adjustment to interest income was $0.2 million at December 31, 2012.

(3) Excludes the allocation of interest expense on PlainsCapital Corporation debt totaling $0.1 million at December 31, 2012.

Our consolidated net interest margin includes the yields and costs associated with certain items within interest-earning assets and interest-bearing liabilities in the financial advisory segment, as well as the borrowing costs of Hilltop at the holding company level, both of which reduce our consolidated net interest margin.

The insurance segment contributed $4.7 million of net interest income for the year ended December 31, 2012, compared to $4.9 million for the same period in 2011.

The financial advisory segment had net interest income of $1.2 million during the month ended December 31, 2012, consisting of securities lending activity, customer margin loan balances and investment securities used to support sales, underwriting, and other customer activities.

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Noninterest Income

Noninterest income was $224.2 million in 2012 compared with $141.7 million in 2011, an increase of $82.6 million. Noninterest income increased by $17.6 million in 2011, from $124.1 million in 2010. The increase in 2012 was primarily due to the acquisition of PlainsCapital and the inclusion of $68.5 million in noninterest income related to activities within its mortgage origination and financial advisory segments, while the increase from 2010 to 2011 related to growth in net insurance premiums earned within our insurance segment.

Our insurance segment had net insurance premiums earned of $146.7 million in 2012, compared to $134.0 million for 2011. The higher volume of earned premiums of $12.7 million is primarily attributable to our marketing efforts directed at homeowners products, offset by an increase in the cost of catastrophe reinsurance. Net realized gains decreased $0.7 million during the year ended December 31, 2012 due to decreased levels of securities sales. Other income was $8.6 million for the year ended December 31, 2012, as compared to $6.8 million for the same period in 2011.

Direct insurance premiums written by major product line are presented in the table below (in thousands).

	Year Ended December 31,						Variance
	2012		2011		2010		2012 vs 2011			2011 vs 2010
Direct Insurance Premiums Written:
Homeowners	$	73,943	$	70,177	$	63,413	$	3,766		$	6,764
Fire	51,345		49,812		45,637		1,533			4,175
Mobile Home	30,123		26,353		22,344		3,770			4,009
Commercial	8,043		8,380		7,537		(337		)	843
Other	326		332		359		(6		)	(27		)
	$	163,780	$	155,054	$	139,290	$	8,726		$	15,764

Total direct insurance premiums written increased for the years ended December 31, 2012 and 2011, for our three largest insurance product lines, due to expanded distribution of insurance products and growth on existing insurance products. Higher value homeowners and commercial insurance products generated $1.6 million in direct written premiums for the year ended December 31, 2012, while new products generated $9.0 million in direct written premiums in 2011. Direct insurance premiums written in Texas, Oklahoma, Georgia, Arizona and Tennessee increased $6.7 million on existing products in the year ended December 31, 2012, as compared to the same period in 2011. Similarly, our existing products in these same states grew by $6.8 million in the year ended December 31, 2011, as compared to the same period in 2010.

Net insurance premiums written by major product line are presented in the table below (in thousands).

	Year Ended December 31,						Variance
	2012		2011		2010		2012 vs 2011			2011 vs 2010
Net Insurance Premiums Written:
Homeowners	$	67,926	$	64,150	$	55,401	$	3,776		$	8,749
Fire	47,166		45,534		39,871		1,632			5,663
Mobile Home	27,672		24,090		19,521		3,582			4,569
Commercial	7,388		7,660		6,585		(272		)	1,075
Other	299		303		313		(4		)	(10		)
	$	150,451	$	141,737	$	121,691	$	8,714		$	20,046

Total net insurance premiums written increased for the year ended December 31, 2012 for our three largest insurance product lines of business due to higher direct written premiums of $8.7 million and increases of $1.0 million in both assumed and ceded premiums in 2012. In 2011, total net insurance premiums written increased for our largest insurance product lines due to higher direct written premiums of $15.8 million and a decrease in ceded premiums of $4.0 million. Ceded premiums increased primarily as a result of higher reinstatement premiums and increased reinsurance costs due to higher gross premiums written.

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Net insurance premiums earned by major product line are presented in the table below (in thousands).

	Year Ended December 31,						Variance
	2012		2011		2010		2012 vs 2011			2011 vs 2010
Net Insurance Premiums Earned:
Homeowners	$	66,233	$	60,671	$	53,353	$	5,562		$	7,318
Fire	45,990		43,063		38,397		2,927			4,666
Mobile Home	26,982		22,783		18,799		4,199			3,984
Commercial	7,204		7,244		6,341		(40		)	903
Other	292		287		302		5			(15		)
	$	146,701	$	134,048	$	117,192	$	12,653		$	16,856

Net insurance premiums earned for the year ended December 31, 2012 and 2011 were up as compared to the same periods in 2011 and 2010, respectively, primarily due to the increases in net insurance premiums written of $8.7 million and $20.0 million, respectively. These increases were offset by increases in unearned insurance premiums during 2012 and 2011 compared to their respective prior years of $3.9 million and $3.2 million, respectively.

The banking segment’s noninterest income was $9.3 million during the month ended December 31, 2012 and primarily related to intercompany financing charges associated with the lending commitment on the PrimeLending warehouse line of credit.

The mortgage origination segment’s noninterest income was $57.6 million for the month ended December 31, 2012 and was generated by net gains from sale of loans and mortgage loan origination fees.

Additionally, the majority of noninterest income generated by our financial advisory segment of $10.9 million for the month ended December 31, 2012 was from fees and commissions earned from investment advisory and securities brokerage activities.

Noninterest Expense

Noninterest expense in 2012 increased $100.3 million compared with the year ended December 31, 2011, while noninterest expense in 2011 increased $30.4 million compared with the year ended December 31, 2010. The primary driver of the increase during 2012 was the inclusion of employees’ compensation and benefits, occupancy and equipment and other expenses specifically attributable to expenses for those segments acquired as a part of the PlainsCapital acquisition.  Additionally, loss and loss adjustment expenses associated with the insurance segment increased $12.4 million in 2012 compared to 2011, and $25.8 million when comparing 2011 to 2010. Further discussion regarding these increases follows.

Within the insurance segment, noninterest expense includes both loss and LAE expenses and policy acquisition and other underwriting expenses, as well as other noninterest expenses. Loss and LAE are recognized based on formula and case basis estimates for losses reported with respect to direct business, estimates of unreported losses based on past experience and deduction of amounts for reinsurance placed with reinsurers. Loss and LAE for the year ended December 31, 2012 was $109.2 million, as compared to $96.7 million for the same period in 2011. This increase was primarily a result of increased severity of wind and hail storms from April, May and June 2012 weather events and the increased exposure related to premium growth. Loss and LAE for the year ended December 31, 2011 increased $25.8 million from $70.9 million for the same period in 2010, and was a result of wind and hail storms that occurred in 2011 in Texas, in which five storms resulted in incurred losses of $19.3 million, and fifteen days of widely dispersed, exceptional weather related losses resulted in losses of $8.1 million.

The loss and LAE ratio is calculated by taking the ratio of incurred losses and LAE to net insurance premiums earned for the same period. The loss and LAE ratio for the years ended December 31, 2012, 2011 and 2010 was 74.4%, 72.2% and 60.5%, respectively.

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The Company’s net loss and LAE and the gross loss and LAE ratios are shown in the table below.

	Year Ended December 31,
	2012			2011			2010
Loss and LAE (in thousands):
Homeowners	$	51,628		$	39,329		$	35,814
Fire	34,022			29,885			22,085
Mobile Home	18,947			20,534			10,871
Commercial	4,562			6,986			2,173
	$	109,159		$	96,734		$	70,943
Incurred Claim Count:
Homeowners	10,000			6,838			8,010
Fire	8,333			8,413			6,273
Mobile Home	4,853			9,518			4,870
Commercial	1,110			1,162			998
	24,296			25,931			20,151
Average Loss and LAE per Claim:
Homeowners	$	5,163		$	5,752		$	4,471
Fire	4,083			3,552			3,521
Mobile Home	3,904			2,157			2,232
Commercial	4,110			6,012			2,177
Loss and LAE Ratio:
Homeowners	77.9		%	64.8		%	67.1		%
Fire	74.0		%	69.4		%	57.5		%
Mobile Home	70.2		%	90.1		%	57.8		%
Commercial	63.3		%	96.4		%	34.3		%

As previously noted, policy acquisition and other underwriting expenses encompass all expenses incurred relative to insurance segment operations, and include elements of multiple categories of expense otherwise reported as noninterest expense in the consolidated statements of operations. Policy acquisition and other underwriting expenses were as follows (in thousands).

	Year Ended December 31,									Variance
	2012			2011			2010			2012 vs 2011			2011 vs 2010
Amortization of deferred policy acquisition costs	$	38,757		$	34,755		$	31,256		$	4,002		$	3,499
Other underwriting expenses	13,829			12,670			12,901			1,159			(231		)
Total policy acquisition and other underwriting expenses	52,586			47,425			44,157			5,161			3,268
Agency expenses	(2,073		)	(1,789		)	(1,966		)	(284		)	177
Total policy acquisition and other underwriting expenses less agency expenses	$	50,513		$	45,636		$	42,191		$	4,877		$	3,445
Net insurance premiums earned	$	146,701		$	134,048		$	117,192		$	12,653		$	16,856
Expense ratio	34.4		%	34.0		%	36.0		%	0.4		%	-2.0		%

Total policy acquisition and other underwriting expenses, excluding agency expenses, for the year ended December 31, 2012 were up $4.9 million due to the increase in amortization of deferred policy acquisition costs (“DAC”) of $4.0 million and an increase in other underwriting expenses of $1.2 million. The increase in other underwriting expenses during 2012 included the write down of the policy administration system the Company was unable to successfully implement of $1.8 million. The increase in amortization of DAC is a result of $8.7 million higher direct written premiums. Total policy acquisition and other underwriting expenses, less agency expenses, for the year ended December 31, 2011 were up $3.5 million, as compared to the same period in 2010, primarily due to higher amortization of DAC.

Other noninterest expenses, including employees’ compensation and benefits, occupancy and equipment, increased $84.8 million in 2012 compared to 2011, and $1.5 million when comparing 2011 to 2010. The 2012 increase was primarily due to the inclusion of $77.4 million in aggregate noninterest expenses within those segments acquired as a part of the PlainsCapital acquisition, as well as increases in professional services and other administrative expenses. Included in

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employee’s compensation and benefits expense is an $8.9 million charge related to the Merger and associated with separate retention agreements between Hilltop and two executive officers of PlainsCapital. The increases in professional fees are due to increases in acquisition activities related to due diligence activities in both 2011 and 2012.

Income Taxes

The Company had a $1.1 million income tax benefit for the year ended December 31, 2012, compared to an income tax benefit of $5.0 million for the same period in 2011. The reduction in income tax benefit during 2012 was primarily due the operating income generated by PlainsCapital. The effective income tax rate for the year ended December 31, 2012 is not indicative of future effective income tax rates as a result of current period tax adjustments related to the Merger.

During the year ended December 31, 2011, the Company had a $5.0 million income tax benefit, compared to $1.0 million for 2010. The benefit increased in 2011 due to a pre-tax loss of $11.5 million for the year ended December 31, 2011, compared with a $1.6 million pre-tax loss for the same period in 2010. Also contributing to the benefit in 2011 was the release of the allowance for uncertain tax positions on the state tax receivable at the parent of $1.0 million. We allocate income taxes in accordance with ASC 740.

Preferred Stock Dividends

As a result of the Merger, the outstanding shares of PlainsCapital Non-Cumulative Perpetual Preferred Stock, Series C, all of which are held by the U.S. Department of the Treasury, were converted on a one-for-one basis into shares of Hilltop Non-Cumulative Perpetual Preferred Stock, Series B (the “Hilltop Series B Preferred Stock”). Holders of the Hilltop Series B Preferred Stock are entitled to noncumulative cash dividends at a fluctuating dividend rate based on the Bank’s level of qualified small business lending. The terms of the Series B Preferred Stock provide for the payment of non-cumulative dividends on a quarterly basis. The dividend rate, as a percentage of the liquidation amount, fluctuates while the Series B Preferred Stock is outstanding based upon changes in the level of qualified small business lending by the Bank from its Baseline. The shares of Series B Preferred Stock are senior to shares of our common stock with respect to dividends and liquidation preference. At December 31, 2012, $114.1 million of our Series B Preferred Stock was outstanding. For the year ended December 31, 2012, we paid dividends of $0.3 million.

On March 11, 2010 and June 10, 2010, the Hilltop board of directors declared quarterly cash dividends of $0.5156 per share on each of the 5,000,000 outstanding shares of our Series A Preferred Stock, payable April 30, 2010 and July 30, 2010, amounting to $2.6 million on each disbursement date. On August 6, 2010, the Company called for redemption all of the outstanding shares of its Series A Preferred Stock. The Series A Preferred Stock was redeemed on September 6, 2010, at a cash redemption price of $25.2063 per share, representing the liquidation preference of $25.00 per share, plus accrued and unpaid dividends to, and including, the date of redemption. For the year ended December 31, 2010, the dividend was $1.2375 per share.

Financial Condition

The following discussion contains a more detailed analysis of our financial condition for the years ended December 31, 2012, 2011 and 2010.

Securities Portfolio

At December 31, 2012, investment securities consisted of U.S. government and its agencies, obligations of municipalities in the State of Texas, mortgage-backed, corporate debt, and equity securities, a note payable and warrants. We have the ability to categorize investments as trading, available-for-sale, and held-to-maturity. We classify our fixed maturities and equity securities as available-for-sale. Trading securities are bought and held principally for the purpose of selling them in the near term.

The securities portfolio plays a role in the management of our interest rate sensitivity and generates additional interest income. In addition, the securities portfolio is used to meet collateral requirements for public and trust deposits, securities sold under agreements to repurchase and other purposes. The available for sale securities portfolio serves as a source of liquidity. Historically, our policy has been to invest primarily in securities of the U.S. government and its agencies, obligations of municipalities in the State of Texas and other high grade fixed income securities to minimize credit risk.

The securities portfolio consists of two major components: trading securities and securities available for sale. Trading securities are carried at fair value, marked to market through operations and held at the Bank and First Southwest.

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Securities that may be sold in response to changes in market interest rates, changes in securities’ prepayment risk, increases in loan demand, general liquidity needs and other similar factors are classified as available for sale and are carried at estimated fair value, with unrealized gains and losses recorded in accumulated other comprehensive income.

The table below summarizes our securities portfolio (in thousands).

	December 31,
	2012		2011		2010
Trading securities, at fair value	$	90,113	$	—	$	—
Securities available for sale, at fair value
U.S. government agencies:
Bonds	533,422		29,165		16,001
Residential mortgage-backed securities	23,581		12,652		13,641
Collateralized mortgage obligations	96,049		—		—
Corporate debt securities	87,189		100,681		90,926
States and political subdivisions	172,934		—		—
Commercial mortgage-backed securities	1,073		2,303		2,594
Equity securities	20,428		19,022		8,768
Note receivable	44,160		38,588		—
Warrants	12,117		21,789		—
	990,953		224,200		131,930
Securities held to maturity, at amortzied cost
U.S. government agencies:
Bonds	—		—		17,035
Total securities portfolio	$	1,081,066	$	224,200	$	148,965

We had a net unrealized gain of $12.5 million related to the available for sale investment portfolio at December 31, 2012.

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The following table sets forth the estimated maturities of securities, excluding trading and available for sale equity securities. Contractual maturities may be different (dollar amounts in thousands, yields are tax-equivalent).

	December 31, 2012
	One Year			One Year to			Five Years to			Greater Than
	Or Less			Five Years			Ten Years			Ten Years			Total
U.S. government agencies
Bonds
Amortized cost	$	6,999		$	30,469		$	—		$	494,466		$	531,934
Fair value	7,076			31,472			—			494,874			533,422
Weighted average yield	3.03		%	1.86		%	—			1.60		%	1.63		%
Residential mortgage-backed securities
Amortized cost	32			6,693			84			16,215			23,024
Fair value	32			6,706			83			16,760			23,581
Weighted average yield	-0.65		%	1.86		%	6.07		%	4.98		%	4.07		%
Collateralized mortgage obligations
Amortized cost	34,952			47,558			—			13,564			96,074
Fair value	34,921			47,566			—			13,562			96,049
Weighted average yield	0.80		%	1.02		%	—			4.31		%	1.40		%
Corporate debt securities
Amortized cost	14,154			40,249			24,282			915			79,600
Fair value	14,282			43,888			28,024			995			87,189
Weighted average yield	3.71		%	3.89		%	4.65		%	6.23		%	4.12		%
States and political subdivisions
Amortized cost	—			5,372			17,098			152,534			175,004
Fair value	—			5,369			17,042			150,523			172,934
Weighted average yield	—			2.25		%	2.41		%	3.31		%	3.19		%
Commercial mortgage-backed securities
Amortized cost	—			—			—			1,001			1,001
Fair value	—			—			—			1,073			1,073
Weighted average yield	—			—			—			5.99		%	5.99		%
Note receivable
Amortized cost	—			40,508			—			—			40,508
Fair value	—			44,160			—			—			44,160
Weighted average yield	—			12.64		%	—			—			12.64		%
Warrants
Amortized cost	—			12,068			—			—			12,068
Fair value	—			12,117			—			—			12,117
Weighted average yield	—			0.36		%	—			—			0.36		%
Total securities portfolio
Amortized cost	$	56,137		$	182,917		$	41,464		$	678,695		$	959,213
Fair value	56,311			191,278			45,149			677,787			970,525
Weighted average yield	1.81		%	4.39		%	3.73		%	2.13		%	2.61		%

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Loan Portfolio

Consolidated loans held for investment at December 31, 2012 are detailed in the table below (in thousands) and classified by type.

	Acquired		Acquired		Total Acquired					Total
	Impaired		Performing		Loans		Originated			Loans
Commercial and industrial	$	71,386	$	1,492,072	$	1,563,458	$	96,835		$	1,660,293
Real estate	62,247		1,031,379		1,093,626		90,611			1,184,237
Construction and land development	33,070		235,777		268,847		11,627			280,474
Consumer	77		25,061		25,138		2,254			27,392
Loans, gross	166,780		2,784,289		2,951,069		201,327			3,152,396
Allowance for loan losses	—		—		—		(3,409		)	(3,409		)
Loans, net of allowance	$	166,780	$	2,784,289	$	2,951,069	$	197,918		$	3,148,987

Banking Segment

The loan portfolio constitutes the major earning asset of the banking segment and typically offers the best alternative for obtaining the maximum interest spread above the banking segment’s cost of funds. The overall economic strength of the banking segment generally parallels the quality and yield of its loan portfolio. The banking segment’s total loans, net of the allowance for loan losses, were $4.1 billion at December 31, 2012. The banking segment’s loan portfolio includes a $1.6 billion warehouse line of credit extended to PrimeLending, of which $1.3 billion was drawn at December 31, 2012 and is eliminated from net loans on our consolidated balance sheets.

The banking segment does not generally participate in syndicated loan transactions and has no foreign loans in its portfolio. At December 31, 2012, the banking segment had loan concentrations (loans to borrowers engaged in similar activities) that exceeded 10% of total loans in its real estate loan portfolio. The areas of concentration within our real estate portfolio were construction and land development loans and non-construction commercial real estate loans. At December 31, 2012, construction and land development loans were 9.64% of total loans, while non-construction commercial real estate loans were 28.98% of total loans. The banking segment’s loan concentrations were within regulatory guidelines at December 31, 2012.

The following table provides information regarding the maturities of the banking segment’s commercial and real estate loans held for investment, net of unearned income (in thousands).

	December 31, 2012
	Due Within		Due From One		Due After
	One Year		To Five Years		Five Years		Total
Commercial and industrial	$	2,067,087	$	464,088	$	117,983	$	2,649,158
Real estate (including construction and land development)	224,254		586,022		655,083		1,465,359
Total	$	2,291,341	$	1,050,110	$	773,066	$	4,114,517
Fixed rate loans	$	2,186,665	$	1,030,085	$	772,140	$	3,988,890
Floating rate loans	104,676		20,025		926		125,627
Total	$	2,291,341	$	1,050,110	$	773,066	$	4,114,517

In the table above, floating rate loans that have reached their applicable rate floor or ceiling are classified as fixed rate loans rather than floating rate loans. The majority of floating rate loans carry an interest rate tied to The Wall Street Journal Prime Rate, as published in The Wall Street Journal.

Mortgage Origination Segment

The loan portfolio of the mortgage origination segment consists of loans held for sale, primarily single-family residential mortgages funded through PrimeLending, and pipeline loans, which are loans in various stages of the application process,

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but not yet closed and funded. Pipeline loans may not close if potential borrowers elect in their sole discretion not to proceed with the loan application. Total loans held for sale was $1.4 billion at December 31, 2012.

The components of the mortgage origination segment’s loans held for sale and pipeline loans at December 31, 2012 are shown in the following table (in thousands).

Loans held for sale:
Unpaid principal balance	$	1,358,267
Fair value adjustment	40,908
	$	1,399,175
Pipeline loans:
Unpaid principal balance	$	968,083
Fair value adjustment	15,150
	$	983,233

Financial Advisory Segment

The loan portfolio of the financial advisory segment consists primarily of margin loans to customers and correspondents.  These loans are collateralized by the securities purchased or by other securities owned by the clients and, because of collateral coverage ratios, are believed to present minimal collectibility exposure. Additionally, these loans are subject to a number of regulatory requirements as well as First Southwest’s internal policies. The financial advisory segment’s total loans, net of the allowance for loan losses, were $277.0 million at December 31, 2012.

Allowance for Loan Losses

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses inherent in the existing portfolio of loans held for investment. Our management has responsibility for determining the level of the allowance for loan losses, subject to review by the Audit Committee of our Board of Directors and the Directors’ Loan Review Committee of the Bank’s Board of Directors.

It is our management’s responsibility at the end of each quarter, or more frequently as deemed necessary, to analyze the level of the allowance for loan losses to ensure that it is appropriate for the estimated credit losses in the portfolio consistent with the Interagency Policy Statement on the Allowance for Loan and Lease Losses and the Receivables and Contingencies Topics of the ASC. Estimated credit losses are the probable current amount of loans that we will be unable to collect given facts and circumstances as of the evaluation date. When management determines that a loan, or portion thereof, is uncollectible, the loan, or portion thereof, is charged off against the allowance for loan losses. Any subsequent recovery of charged-off loans is added back to the allowance for loan losses.

We have developed a methodology that seeks to determine an allowance within the scope of the Receivables and Contingencies Topics of the ASC. Each of the loans that has been determined to be impaired is within the scope of the Receivables Topic and is individually evaluated for impairment using one of three impairment measurement methods as of the evaluation date: (1) the present value of expected future discounted cash flows on the loan, (2) the loan’s observable market price, or (3) the fair value of the collateral if the loan is collateral dependent. Specific reserves are provided in our estimate of the allowance based on the measurement of impairment under these three methods, except for collateral dependent loans, which require the fair value method. All non-impaired loans are within the scope of the Contingencies Topic. Estimates of loss for the Contingencies Topic are calculated based on historical loss experience by loan portfolio segment adjusted for changes in trends, conditions, and other relevant factors that affect repayment of loans as of the evaluation date. While historical loss experience provides a reasonable starting point for the analysis, historical losses, or recent trends in losses, are not the sole basis upon which to determine the appropriate level for the allowance for loan losses. Management considers recent qualitative or environmental factors that are likely to cause estimated credit losses associated with the existing portfolio to differ from historical loss experience, including but not limited to: changes in lending policies and procedures; changes in underwriting standards; changes in economic and business conditions and developments that affect the collectibility of the portfolio; the condition of various market segments; changes in the nature and volume of the portfolio and in the terms of loans; changes in lending management and staff; changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans; changes in the loan review system; changes in the value of underlying collateral for collateral-dependent loans; and any concentrations of credit and changes in the level of such concentrations.

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We design our loan review program to identify and monitor problem loans by maintaining a credit grading process, ensuring that timely and appropriate changes are made to the loans with assigned risk grades and coordinating the delivery of the information necessary to assess the appropriateness of the allowance for loan losses. Loans are evaluated for impairment when: (i) payments on the loan are delayed, typically by 90 days or more (unless the loan is both well secured and in the process of collection), (ii) the loan becomes classified, (iii) the loan is being reviewed in the normal course of the loan review scope, or (iv) the loan is identified by the servicing officer as a problem. We review on an individual basis all loan relationships over $0.5 million that exhibit probable or observed credit weaknesses, the top 25 loan relationships by dollar amount in each market we serve, and additional relationships necessary to achieve adequate coverage of our various lending markets.

Homogenous loans, such as consumer installment loans, residential mortgage loans and home equity loans, are not individually reviewed and are generally risk graded at the same levels. The risk grade and reserves are established for each homogenous pool of loans based on the expected net charge-offs from current trends in delinquencies, losses or historical experience and general economic conditions. At December 31, 2012, we had no material delinquencies in these types of loans.

The allowance is subject to regulatory examinations and determinations as to adequacy, which may take into account such factors as the methodology used to calculate the allowance and the size of the allowance. While we believe we have an appropriate allowance for our existing portfolio at December 31, 2012, additional provisions for losses on existing loans may be necessary in the future. We recorded net charge-offs in the amount of $0.4 million for the month ended December 31, 2012. Our allowance for loan losses totaled $3.4 million at December 31, 2012.

In connection with the acquisition of PlainsCapital, Hilltop acquired loans both with and without evidence of credit quality deterioration since origination. The acquired loans were initially recorded at fair value with no carryover of any allowance for loan losses.

Provisions for loan losses are charged to operations to record the total allowance for loan losses at a level deemed appropriate by the banking segment’s management based on such factors as the volume and type of lending it conducted, the amount of non-performing loans and related collateral security, the present level of the allowance for loan losses, the results of recent regulatory examinations, generally accepted accounting principles, general economic conditions and other factors related to the ability to collect loans in its portfolio. The provision for loan losses, primarily in the banking segment, was $3.8 million for the month ended December 31, 2012.

The following table presents the activity in our allowance for loan losses for the month ended December 31, 2012 (dollars in thousands). Substantially all of the activity shown below occurred within the banking segment, which was acquired as a part of the PlainsCapital transaction.

Balance, December 1, 2012	$	—
Provisions charged to operating expenses	3,800
Recoveries of loans previously charged off:
Commercial and industrial	—
Real estate	—
Construction and land development	—
Consumer	—
Total recoveries	—
Loans charged off:
Commercial and industrial	391
Real estate	—
Construction and land development	—
Consumer	—
Total charge-offs	391
Net charge-offs	(391		)
Balance, end of year	$	3,409

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The distribution of the allowance for loan losses among loan types and the percentage of the loans for that type to gross loans, excluding unearned income, at December 31, 2012 are presented in the table below (dollars in thousands).

			% of
			Gross
	Reserve		Loans
Commercial and industrial	$	1,845	52.69	%
Real estate (including construction and land development)	1,559		46.44	%
Consumer	5		0.87	%
Total	$	3,409	100.00	%

Potential Problem Loans

Potential problem loans consist of loans that are performing in accordance with contractual terms but for which management has concerns about the ability of an obligor to continue to comply with repayment terms because of the obligor’s potential operating or financial difficulties. Management monitors these loans and reviews their performance on a regular basis. At December 31, 2012, we had 8 credit relationships totaling $8.7 million of potential problem loans, which are assigned a grade of special mention within our risk grading matrix.  Potential problem loans contain potential weaknesses that could improve, persist or further deteriorate. If such potential weaknesses persist without improving, the loan is subject to downgrade, typically to substandard, in three to six months.

Non-Performing Assets

The following table presents our components of non-performing assets at December 31, 2012 (dollars in thousands).

Non-performing loans as a percentage of total loans	0.04		%
Other real estate owned	$	11,098
Other repossessed assets	$	557
Non-performing assets	$	13,411
Non-performing assets as a percentage of total assets	0.18		%

At December 31, 2012, non-performing loans totaled $1.8 million all of which were loans secured by residential real estate. Loans past due 90 days and still accruing were $2.0 million at December 31, 2012, all of which were secured commercial and industrial loans. There were no troubled debt restructurings at December 31, 2012.

Other real estate owned was $11.1 million at December 31, 2012 and included commercial properties of $6.8 million, commercial real estate property consisting of parcels of unimproved land of $3.1 million and residential lots under development of $1.2 million.

Insurance Losses and Loss Adjustment Expenses

The liability for insurance losses and loss adjustment expenses represents estimates of the ultimate unpaid cost of all losses incurred, including losses for claims that have not yet been reported. Separately for each of NLIC and ASIC and each line of business, our actuaries estimate the liability for unpaid losses and LAE by first estimating ultimate losses and LAE amounts for each year, prior to recognizing the impact of reinsurance. The methods that our actuaries utilize to estimate ultimate loss and LAE amounts are paid and reported loss development methods and paid and reported Bornhuetter-Ferguson methods.

Insured losses for a given accident year change in value over time as additional information on claims is received, as claim conditions change and as new claims are reported. This process is commonly referred to as loss development. To project ultimate losses and LAE, our actuaries examine the paid and reported losses and LAE for each accident year and multiply these values by a loss development factor. The selected loss development factors are based upon a review of the loss

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development patterns indicated in the companies’ historical loss triangles and applicable insurance industry loss development factors.

The Bornhuetter-Ferguson, or BF, Method is a procedure that weights an expected ultimate loss and LAE amount, and the result of the loss development method. This method is useful when loss data is immature or sparse because it is not as sensitive as the loss development method to unusual variations in the paid or reported amounts. The BF method requires an initial estimate of expected ultimate losses and LAE. For each year, the expected ultimate losses and LAE is based on a review of the ultimate loss ratios indicated in the companies’ historical data and applicable insurance industry ultimate loss ratios. Each loss development factor, paid or reported, implies a certain percent of the ultimate losses and LAE is still unpaid or unreported. The amounts of unpaid or unreported losses and LAE by year are estimated as the percentage unpaid or unreported, times the expected ultimate loss and LAE amounts. To project ultimate losses and LAE, the actual paid or reported losses and LAE to date are added to the estimated unpaid or unreported amounts.

The results of each actuarial method performed by year are reviewed to select an ultimate loss and LAE amount for each accident year. In general, more weight is given to the loss development projections for more mature accident periods and more weight is given to the BF methods for less mature accident periods.

The combination of the methodologies described above is used for all insurance lines of business, regardless of whether the line is a short-tailed or long-tailed line of business, though specific parameter selections within the methods vary to reflect the nature of the underlying line of business. ASIC and NLIC specialize in writing fire and extended coverage for low-value dwellings, mobile homes and homeowners, which generally are considered short-tailed coverages. In addition, ASIC and NLIC write a small amount of commercial risks, which are still predominantly property coverages, along with some low-limit liability coverages.

The reserve analysis performed by our actuaries provides preliminary central estimates of the unpaid losses and LAE. At each quarter-end, the results of the reserve analysis are summarized and discussed with our senior management. The senior management group considers many factors in determining the amount of reserves to record for financial statement purposes. These factors include the extent and timing of any recent catastrophic events, historical pattern and volatility of the actuarial indications, the sensitivity of the actuarial indications to changes in paid and reported loss patterns, the consistency of claims handling processes, the consistency of case reserving practices, changes in our pricing and underwriting, and overall pricing and underwriting trends in the insurance market.

In arriving at our best estimate of the unpaid losses and LAE, and based on management discussion with our actuaries, we would consider reasonably likely changes in the key assumptions, such as the underlying loss development pattern or the expected loss ratio, to have an impact on our best estimate by +/- 10%. At December 31, 2012, this equates to approximately +/- $2.4 million, or 2% of insurance segment equity, and 2.2% of calendar year 2012 insurance losses.

The following table presents our gross loss and LAE reserve amounts for each of NLIC and ASIC by line of business (in thousands).

December 31, 2012	Homeowners		Special Property		Commercial Multiple Peril		Other Liability		All Lines
ASIC	$	2,151	$	394	$	—	$	810	$	3,355
NLIC	18,825		9,310		1,449		1,073		30,657
Consolidated	$	20,976	$	9,704	$	1,449	$	1,883	$	34,012
December 31, 2011	Homeowners		Special Property		Commercial Multiple Peril		Other Liability		All Lines
ASIC	$	2,217	$	255	$	5	$	1,316	$	3,793
NLIC	26,275		11,913		1,832		1,022		41,042
Consolidated	$	28,492	$	12,168	$	1,837	$	2,338	$	44,835

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Deposits

The Company’s major source of funds and liquidity is its deposit base. Deposits provide funding for its investment in loans and securities. Interest paid for deposits must be managed carefully to control the level of interest expense and overall net interest margin. The composition of the deposit base (time deposits versus interest-bearing demand deposits and savings) is constantly changing due to the banking segment’s needs and market conditions. Overall, average deposits totaled $4.6 billion for the month ended December 31, 2012. The table below presents the average balance of deposits and the average rate paid on those deposits (dollars in thousands).

	Average		Average
	Balance		Rate Paid
Noninterest-bearing demand deposits	$	214,586	0.00	%
Interest-bearing demand deposits	2,806,690		0.01	%
Savings deposits	177,803		0.03	%
Certificates of deposit	1,355,435		0.04	%
	$	4,554,514	0.02	%

The maturity of interest-bearing time deposits of $100,000 or more at December 31, 2012 is set forth in the table below (in thousands).

Months to maturity:
3 months or less	$	154,064
3 months to 6 months	316,401
6 months to 12 months	230,550
Over 12 months	280,236
	$	981,251

At December 31, 2012, there were $701.0 million in interest-bearing time deposits scheduled to mature within one year.

Borrowings

Our borrowings at December 31, 2012 are shown in the table below (in thousands):  

			Average
	Balance		Rate Paid
Short-term borrowings	$	728,250	0.33	%
Notes payable	141,539		5.89	%
Junior subordinated debentures	67,012		3.53	%
	$	936,801	1.40	%

Short-term borrowings consist of federal funds purchased, securities sold under agreements to repurchase, borrowings at the FHLB and short-term bank loans. Notes payable is comprised of borrowings under term notes and a revolving line of credit with JPMorgan Chase and nonrecourse notes owed by First Southwest. At December 31, 2012, PrimeLending had a revolving line of credit with JPMorgan Chase which had availability of $1.0 million and had not been drawn against.

Liquidity and Capital Resources

Hilltop is a holding company whose assets primarily consist of the stock of its subsidiaries and invested assets with a combined value of $7.3 billion at December 31, 2012. Hilltop’s primary investment objectives, as a holding company, are to preserve capital and have available cash resources to utilize in making acquisitions, and, if necessary or appropriate, from additional equity or debt financing sources. Liquidity refers to the measure of our ability to meet our customers’ short-term and long-term deposit withdrawals and anticipated and unanticipated increases in loan demand without penalizing earnings. Interest rate sensitivity involves the relationships between rate-sensitive assets and liabilities and is an indication of the probable effects of interest rate fluctuations on our net interest income. We discuss our management of interest rate and other risks in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” herein.

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Our asset and liability group is responsible for continuously monitoring our liquidity position to ensure that assets and liabilities are managed in a manner that will meet our short-term and long-term cash requirements. Funds invested in short-term marketable instruments, the continuous maturing of other interest-earning assets, cash flows from self-liquidating investments such as mortgage-backed securities and collateralized mortgage obligations, the possible sale of available for sale securities, and the ability to securitize certain types of loans provide sources of liquidity from an asset perspective. The liability base provides sources of liquidity through deposits and the maturity structure of short-term borrowed funds. For short-term liquidity needs, we utilize federal fund lines of credit with correspondent banks, securities sold under agreements to repurchase, borrowings from the Federal Reserve and borrowings under lines of credit with other financial institutions.  For intermediate liquidity needs, we utilize advances from the FHLB. To supply liquidity over the longer term, we have access to brokered certificates of deposit, term loans at the FHLB and borrowings under lines of credit with other financial institutions.

At December 31, 2012, $114.1 million of our Series B Preferred Stock was outstanding under the SBLF. The Series B Preferred Stock has an aggregate liquidation preference of $114.1 million and qualifies as Tier 1 Capital for regulatory purposes.

The terms of the Series B Preferred Stock provide for the payment of non-cumulative dividends on a quarterly basis. The dividend rate, as a percentage of the liquidation amount, fluctuates while the Series B Preferred Stock is outstanding based upon changes in the level of “qualified small business lending” (“QSBL”) by the Bank from its historical average level of QSBL at each of the four quarter ends leading up to June 30, 2010 (the “Baseline”). Until March 2016, the dividend rate will generally decrease if we increase our level of QSBL from the Baseline and increase if we decrease our level of QSBL from the Baseline, subject to certain limitations described in the Certificate of Designations.

The dividend rate on the Series B Preferred stock was 2.730% at December 31, 2012. The dividend rate for the period from January 1, 2013 to March 31, 2013 is 2.468%.

We are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

At December 31, 2012, Hilltop exceeded all regulatory capital requirements with a total capital to risk weighted assets ratio of 17.81%, Tier 1 capital to risk weighted assets ratio of 17.72% and a Tier 1 capital to average assets, or leverage, ratio of 13.08%. The Tier 1 Capital (to average assets) ratio was calculated using the average assets for the month of December 2012. At December 31, 2012, the Bank was also considered to be “well-capitalized.” We discuss regulatory capital requirements in more detail in Note 19 to our consolidated financial statements.

Cash and cash equivalents (consisting of cash and due from banks and federal funds sold), totaled $725.2 million at December 31, 2012, an increase of $146.7 million from $578.5 million at December 31, 2011. Deposit flows, calls of investment securities and borrowed funds, and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions and competition in the marketplace. These factors reduce the predictability of the timing of these sources of funds.

Cash provided by operations during 2012 was $113.9 million, an increase in cash flow of $117.2 million compared with 2011. Cash provided by operations increased primarily due to the PlainsCapital acquisition on November 30, 2012 and inclusion of operating activities of the banking, mortgage origination and financial advisory segments for the month ended December 31, 2012.

We use cash primarily to originate loans and purchase securities for our investment portfolio. During 2012, the amount of cash used by lending activities decreased by $60.7 million compared with 2011. Our investment securities portfolio was $1.1 billion at December 31, 2012. Cash used in our investment activities included net purchases of securities for our investment portfolio during 2012, which were $147.4 million compared to net purchases of $10.4 million during 2011. We sold approximately $4.9 million and $5.5 million of available for sale securities during the years ended December 31, 2012 and 2011, respectively.

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Cash provided by financing activities during 2012 was $19.9 million, an increase in cash provided of $26.8 million compared with 2011. The increase in cash provided was due primarily to the PlainsCapital acquisition on November 30, 2012 and the inclusion of financing activities of the banking segment for the month ended December 31, 2012

We had deposits of $4.7 billion at December 31, 2012, all of which resulted from the PlainsCapital acquisition. Deposit flows are affected by the level of market interest rates, the interest rates and products offered by competitors, the volatility of equity markets and other factors. At December 31, 2012, money market deposits, including brokered deposits, were $2.6 billion; time deposits, including brokered deposits, were $1.4 billion and noninterest bearing demand deposits were $323.4 million.

Our 15 largest depositors, excluding our indirect wholly owned subsidiary, First Southwest and PrimeLending, accounted for approximately 19.23% of our total deposits, and our five largest depositors, excluding First Southwest, accounted for approximately 11.19% of our total deposits at December 31, 2012. The loss of one or more of our largest customers, or a significant decline in the deposit balances due to ordinary course fluctuations related to these customers’ businesses, could adversely affect our liquidity and might require us to raise deposit rates to attract new deposits, purchase federal funds or borrow funds on a short-term basis to replace such deposits. We have not experienced any liquidity issues to date with respect to brokered deposits or our other large balance deposits, and we believe alternative sources of funding are available to more than compensate for the loss of one or more of these customers.

PrimeLending funds the mortgage loans it originates through a warehouse line of credit of up to $1.6 billion maintained with the Bank. At December 31, 2012, PrimeLending had outstanding borrowings of $1.3 billion against the warehouse line of credit. PrimeLending sells substantially all mortgage loans it originates to various investors in the secondary market with servicing released, although it may retain servicing in limited circumstances. As these mortgage loans are sold in the secondary market, PrimeLending pays down its warehouse line of credit with the Bank. In addition, PrimeLending has an available line of credit with an unrelated commercial bank of up to $1.0 million. At December 31, 2012, PrimeLending had no borrowings under this line of credit.

FSC relies on its equity capital, short-term bank borrowings, interest-bearing and non-interest-bearing client credit balances, correspondent deposits, securities lending arrangements, repurchase agreement financings and other payables to finance its assets and operations. FSC has credit arrangements with three unaffiliated banks of up to $215.0 million, which are used to finance securities owned, securities held for correspondent accounts and receivables in customer margin accounts. These credit arrangements are provided on an “as offered” basis and are not committed lines of credit. At December 31, 2012, FSC had borrowed $122.9 million under these credit arrangements.

Our insurance operating subsidiary has primary investment objectives to preserve capital and manage for a total rate of return. Our strategy is to purchase securities in sectors that represent the most attractive relative value. Bonds, cash, and short-term investments constituted $190.8 million, or 93.8%, of NLASCO’s $203.4 million in investments at December 31, 2012. NLASCO had $12.6 million, or 6.2% of its investments, in equity investments at December 31, 2012. We currently do not have any significant concentration in both direct and indirect guarantor exposure. NLASCO has no investments in subprime mortgages. NLASCO has custodial agreements with Wells Fargo, and an investment management agreement with DTF Holdings, LLC.

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Contractual Obligations

The following table presents information regarding our contractual obligations at December 31, 2012 (in thousands).  Payments related to leases are based on actual payments specified in the underlying contracts. Our reserve for losses and loss adjustment expenses does not have contractual maturity dates. However, based on historical payment patterns, the amounts presented are management’s estimate of the expected timing of these payments. The timing of payments is subject to significant uncertainty. NLASCO maintains a portfolio of investments with varying maturities to provide adequate cash flows for such payments.

	Payments Due by Period
			More than 1		3 Years or
	1 year		Year but Less		More but Less		5 Years
	or Less		than 3 Years		than 5 Years		or More		Total
Reserve for losses and loss adjustment expenses	$	19,694	$	11,292	$	2,857	$	169	$	34,012
Short-term borrowings	730,632		—		—		—		730,632
Long-term debt obligations	11,696		32,613		14,360		355,814		414,483
Capital lease obligations	1,063		2,170		2,232		10,680		16,145
Operating lease obligations	19,308		29,602		19,416		34,608		102,934
Total	$	782,393	$	75,677	$	38,865	$	401,271	$	1,298,206

Impact of Inflation and Changing Prices

The Company’s consolidated financial statements included herein have been prepared in accordance with GAAP, which presently requires the Company to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on the operations of the Company is reflected in increased operating costs. In management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond the control of the Company, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the U.S. government, its agencies and various other governmental regulatory authorities.

Off-Balance Sheet Arrangements; Commitments; Guarantees

In the normal course of business, we enter into various transactions, which, in accordance with accounting principles generally accepted in the United States, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in our consolidated balance sheets.

We enter into contractual loan commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of our commitments to extend credit are contingent upon customers maintaining specific credit standards until the time of loan funding. We minimize our exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures. We assess the credit risk associated with certain commitments to extend credit and have recorded a liability related to such credit risk in our consolidated financial statements.

Standby letters of credit are written conditional commitments issued by us to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of the agreement with the third party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek recovery from the customer. Our policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.

In the normal course of business, FSC executes, settles and finances various securities transactions that may expose FSC to off-balance sheet risk in the event that a customer or counterparty does not fulfill its contractual obligations. Examples of such transactions include the sale of securities not yet purchased by customers or for the account of FSC, clearing

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agreements between FSC and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments.

Critical Accounting Policies and Estimates

We have prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, which requires us to make certain estimates and assumptions that affect amounts reported in the consolidated financial statements. As more information is becomes known, these estimates and assumptions could change, thus having an impact on the amounts reported in the future. We have provided a summary of our significant accounting policies in Note 1 to the accompanying consolidated financial statements. The followings are considered to be our critical accounting estimates.

Our accounting policies are integral to understanding the results reported. Our accounting policies are described in detail in Note 1 to our consolidated financial statements, which are included in this Annual Report. You are encouraged to read in its entirety Note 1 to our consolidated financial statements for additional insight into management’s approach and methodology in estimating the allowance for loan losses. We believe that the following are our significant accounting policies, the allowance for loan losses and our reserve for losses and loss adjustment expenses involve a higher degree of judgment and complexity.

Allowance for Loan Losses

The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. Loans are charged to the allowance when the loss is confirmed or when a determination is made that a probable loss has occurred on a specific loan. Recoveries are credited to the allowance at the time of recovery. Throughout the year, management estimates the probable level of losses to determine whether the allowance for credit losses is appropriate to absorb losses in the existing portfolio. Based on these estimates, an amount is charged to the provision for loan losses and credited to the allowance for loan losses in order to adjust the allowance to a level determined to be appropriate to absorb losses. Management’s judgment regarding the appropriateness of the allowance for loan losses involves the consideration of current economic conditions and their estimated effects on specific borrowers; an evaluation of the existing relationships among loans, potential loan losses and the present level of the allowance; results of examinations of the loan portfolio by regulatory agencies; and management’s internal review of the loan portfolio. In determining the ability to collect certain loans, management also considers the fair value of any underlying collateral. The amount ultimately realized may differ from the carrying value of these assets because of economic, operating or other conditions beyond our control. For additional discussion of allowance for loan losses and provisions for loan losses, see the section entitled “Allowance for Loan Losses” earlier in this Item 7.

Reserve for Losses and Loss Adjustment Expenses

The reserve for losses and loss adjustment expenses represent our best estimate of our ultimate liability for losses and loss adjustment expenses relating to events that occurred prior to the end of any given accounting period but have not been paid. Months and potentially years may elapse between the occurrence of a loss covered by one of our insurance policies, the reporting of the loss and the payment of the claim. We record a liability for estimates of losses that will be paid for claims that have been reported, which is referred to as case reserves. As claims are not always reported when they occur, we estimate liabilities for claims that have occurred but have not been reported (“IBNR”).

Each of our insurance company subsidiaries establishes a reserve for all of its unpaid losses, including case reserves and IBNR reserves, and estimates for the cost to settle the claims. We estimate our IBNR reserves by estimating our ultimate liability for loss and loss adjustment expense reserves first, and then reducing that amount by the amount of cumulative paid claims and by the amount of our case reserves. The reserve analysis performed by our actuaries provides preliminary central estimates of the unpaid losses and LAE. At each quarter-end, the results of the reserve analysis are summarized and discussed with our senior management. The senior management group considers many factors in determining the amount of reserves to record for financial statement purposes. These factors include the extent and timing of any recent catastrophic events, historical pattern and volatility of the actuarial indications, the sensitivity of the actuarial indications to changes in paid and reported loss patterns, the consistency of claims handling processes, the consistency of case reserving practices, changes in our pricing and underwriting, and overall pricing and underwriting trends in the insurance market. As experience develops or new information becomes known, we increase or decrease the level of our reserves in the period in which changes to the estimates are determined. Accordingly, the actual losses and loss adjustment expenses may differ materially from the estimates we have recorded. See “Loss and Loss Adjustment Expense Reserves” earlier in this Item 7 for additional discussion.

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Goodwill and Identifiable Intangible Assets

Goodwill and other identifiable intangible assets were initially recorded at their estimated fair values at the date of acquisition. Goodwill and other intangible assets having an indefinite useful life are not amortized for financial statement purposes. In the event that facts and circumstances indicate that the goodwill and other identifiable intangible assets may be impaired, an interim impairment test would be required. Intangible assets with finite lives have been fully amortized over their useful lives. We perform required annual impairment tests of our goodwill and other intangible assets as of December 31st for our insurance reporting unit, while the acquired banking, mortgage origination and financial advisory reporting units will be tested for impairment annually as of October 1st.

The goodwill impairment test is a two-step process that requires us to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of each reporting unit based on valuation techniques, including a discounted cash flow model using revenue and profit forecasts and recent industry transaction and trading multiples of our peers, and comparing those estimated fair values with the carrying values of the assets and liabilities of the reporting unit, which includes the allocated goodwill. If the estimated fair value is less than the carrying value, a second step is performed to compute the amount of the impairment, if any, by determining an “implied fair value” of goodwill. The determination of the “implied fair value” of goodwill of a reporting unit requires us to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to its corresponding carrying value.

Our evaluation includes multiple assumptions, including estimated discounted cash flows and other estimates that may change over time. If future discounted cash flows become less than those projected by us, future impairment charges may become necessary that could have a materially adverse impact on our results of operations and financial condition in the period in which the write-off occurs.

Loan Indemnification Liability

The mortgage origination segment may be responsible for errors or omissions relating to its representations and warranties that the loans sold meet certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. If determined to be at fault, the mortgage origination segment either repurchases the loans from the investors or reimburses the investors’ losses (a “make-whole” payment). The mortgage origination segment has established an indemnification liability for such probable losses based upon, among other things, the level of current unresolved repurchase requests, the volume of estimated probable future repurchase requests, our ability to cure the defects identified in the repurchase requests, and the severity of the estimated loss upon repurchase. Although we consider this reserve to be appropriate, there can be no assurance that the reserve will prove to be appropriate overtime to cover ultimate losses, due to unanticipated adverse changes in the economy and historical loss patterns, discrete events adversely affecting specific borrowers or industries, and/or actions taken by institutions or investors. The impact of such matters will be considered in the reserving process when known.

Acquisition Accounting

We account for business combinations using the acquisition method, which requires an allocation of the purchase price of an acquired entity to the assets acquired, including identifiable intangibles, and liabilities assumed based on their estimated fair values at the date of acquisition. Management applies various valuation methodologies to these acquired assets and assumed liabilities which often involve a significant degree of judgment, particularly when liquid markets do not exist for the particular item being valued. Examples of such items include loans, deposits, identifiable intangible assets and certain other assets and liabilities acquired or assumed in business combinations. Management uses significant estimates and assumptions to value such items, including, among others, projected cash flows, prepayment and default assumptions, discount rates, and realizable collateral values. The purchase date valuations, which are considered preliminary and are subject to change for up to one year after the acquisition date, determine the amount of goodwill recognized in connection with the business combination. While we are in the process of finalizing our purchase price allocation, significant changes are not anticipated. Certain assumptions and estimates must be updated regularly in connection with the ongoing accounting for purchased loans. Valuation assumptions and estimates may also have to be revisited in connection with periodic assessments of possible value impairment, including impairment of goodwill, intangible assets and certain other long-lived assets. The use of different assumptions could produce significantly different valuation results, which could have material positive or negative effects on the Company’s results of operations.

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Item 7A.Quantitative and Qualitative Disclosures About Market Risk.

Some of the information below contains forward-looking statements. The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The disclosure is not meant to be a precise indicator of expected future losses, but rather an indicator of reasonably possible losses, and therefore our actual results may differ from any of the following projections. This forward-looking information provides an indicator of how we view and manage our ongoing market risk exposures.

We are engaged primarily in the business of investing funds obtained from deposits and borrowings in interest-earning loans and investments, and our primary component of market risk is interest rate risk volatility. Consequently, our earnings depend to a significant extent on our net interest income, which is the difference between interest income on loans and investments and our interest expense on deposits and borrowing. To the extent that our interest-bearing liabilities do not reprice or mature at the same time as our interest-bearing assets, we are subject to interest rate risk and corresponding fluctuations in net interest income.

Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The magnitude of the change in earnings and market value of equity resulting from interest rate changes is impacted by the time remaining to maturity on fixed-rate obligations, the contractual ability to adjust rates prior to maturity, competition, the general level of interest rates and customer actions. Our objective is to measure the effect of interest rate changes on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

There are several common sources of interest rate risk that must be effectively managed if there is to be minimal impact on our earnings and capital. Repricing risk arises largely from timing differences in the pricing of assets and liabilities.  Reinvestment risk refers to the reinvestment of cash flows from interest payments and maturing assets at lower or higher rates. Basis risk exists when different yield curves or pricing indices do not change at precisely the same time or in the same magnitude such that assets and liabilities with the same maturity are not all affected equally. Yield curve risk refers to unequal movements in interest rates across a full range of maturities.

We have employed asset/liability management policies that attempt to manage our interest-earning assets and interest-bearing liabilities, thereby attempting to control the volatility of net interest income, without having to incur unacceptable levels of credit or investment risk. We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. In addition, the asset/liability management policies permit the use of various derivative instruments to manage interest rate risk or hedge specified assets and liabilities.

An interest rate sensitive asset or liability is one that, within a defined time period, either matures or experiences an interest rate change in line with general market interest rates. The management of interest rate risk is performed by analyzing the maturity and repricing relationships between interest-earning assets and interest-bearing liabilities at specific points in time (“GAP”) and by analyzing the effects of interest rate changes on net interest income over specific periods of time by projecting the performance of the mix of assets and liabilities in varied interest rate environments. Interest rate sensitivity reflects the potential effect on net interest income resulting from a movement in interest rates. A company is considered to be asset sensitive, or have a positive GAP, when the amount of its interest-earning assets maturing or repricing within a given period exceeds the amount of its interest-bearing liabilities also maturing or repricing within that time period. Conversely, a company is considered to be liability sensitive, or have a negative GAP, when the amount of its interest-bearing liabilities maturing or repricing within a given period exceeds the amount of its interest-earning assets also maturing or repricing within that time period. During a period of rising interest rates, a negative GAP would tend to affect net interest income adversely, while a positive GAP would tend to result in an increase in net interest income. During a period of falling interest rates, a negative GAP would tend to result in an increase in net interest income, while a positive GAP would tend to affect net interest income adversely. However, it is our intent to achieve a proper balance so that incorrect rate forecasts should not have a significant impact on earnings.

Interest rate sensitivity analysis presents the amount of assets and liabilities that are estimated to reprice through specified periods. The interest rate sensitivity analysis in the table below reflects changes in banking segment earnings and costs resulting from changes in assets and liabilities on December 31, 2012 that will either be repriced in accordance with market rates, mature or are estimated to mature early within the periods indicated. This is a one-day position that is continually changing and is not necessarily indicative of our position at any other time.

As illustrated in the table below, the banking segment is asset sensitive overall. Loans that adjust daily or monthly to the Wall Street Journal Prime rate comprise a large percentage of interest sensitive assets and are the primary cause of the

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banking segment’s asset sensitivity. To help neutralize interest rate sensitivity, the banking segment has kept the terms of most of its borrowings under one year (dollars in thousands).

	December 31, 2012
	3 Months or			> 3 Months to			> 1 Year to			> 3 Years to
	Less			1 Year			3 Years			5 Years			> 5 Years			Total
Interest sensitive assets:
Loans	$	2,870,366		$	407,975		$	397,517		$	155,692		$	310,359		$	4,141,909
Securities	10,579			34,871			44,626			13,995			684,184			788,255
Federal funds sold and securities purchased under agreements to resell	4,421			—			—			—			—			4,421
Other interest sensitive assets	322,016			—			—			—			—			322,016
Total interest sensitive assets	3,207,382			442,846			442,143			169,687			994,543			5,256,601
Interest sensitive liabilities:
Interest bearing checking	$	1,700,656		$	—		$	—		$	—		$	—		$	1,700,656
Savings	180,367			—			—			—			—			180,367
Time deposits	566,130			629,567			136,675			18,504			43,680			1,394,556
Notes payable & other borrowings	605,581			705			2,008			1,077			7,650			617,021
Total interest sensitive liabilities	3,052,734			630,272			138,683			19,581			51,330			3,892,600
Interest sensitivity gap	$	154,648		$	(187,426	)	$	303,460		$	150,106		$	943,213		$	1,364,001
Cumulative interest sensitivity gap	$	154,648		$	(32,778	)	$	270,682		$	420,788		$	1,364,001
Percentage of cumulative gap to total interest sensitive assets	2.94		%	-0.62		%	5.15		%	8.00		%	25.95		%

The positive GAP in the interest rate sensitivity analysis indicates that banking segment net interest income would generally rise if rates increase. Because of inherent limitations in interest rate sensitivity analysis, the banking segment uses multiple interest rate risk measurement techniques. Simulation analysis is used to subject the current repricing conditions to rising and falling interest rates in increments and decrements of 1%, 2% and 3% to determine the effect on net interest income changes for the next 12 months. The banking segment also measures the effects of changes in interest rates on market value of equity by discounting projected cash flows of deposits and loans. Market value changes in the investment portfolio are estimated by discounting future cash flows and using duration analysis. Investment security prepayments are estimated using current market information. We believe the simulation analysis presents a more accurate picture than the GAP analysis. Simulation analysis recognizes that deposit products may not react to changes in interest rates as quickly or with the same magnitude as earning assets contractually tied to a market rate index. The sensitivity to changes in market rates varies across deposit products. Also, unlike GAP analysis, simulation analysis takes into account the effect of embedded options in the securities and loan portfolios as well as any off-balance-sheet derivatives.

The table below shows the estimated impact of increases of 1%, 2% and 3% and a decrease of 0.5% in interest rates on net interest income and on market value of portfolio equity for the banking segment at December 31, 2012 (dollars in thousands).

December 31, 2012
Change in	Changes in					Changes in
Interest Rates	Net Interest Income					Market Value of Equity
(basis points)	Amount			Percent		Amount			Percent
+300	$	(11,305	)	-5.18	%	$	60,424		7.50	%
+200	$	(10,859	)	-4.97	%	$	47,418		5.88	%
+100	$	(8,713	)	-3.99	%	$	34,474		4.28	%
-50	$	1,516		0.69	%	$	(45,321	)	-5.62	%

The projected changes in net interest income and market value of equity to changes in interest rates at December 31, 2012 were in compliance with established internal policy guidelines. These projected changes are based on numerous assumptions of growth and changes in the mix of assets or liabilities.

The historically low level of interest rates, combined with the existence of rate floors that are in effect for a significant portion of the loan portfolio, are projected to cause yields on our earning assets to rise more slowly than increases in market

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interest rates. As a result, in a rising interest rate environment, our interest rate margins are projected to compress until the rise in market interest rates is sufficient to allow our loan portfolio to reprice above applicable rate floors.

At December 31, 2012, total debt outstanding on our consolidated balance sheet was $141.5 million, and was comprised of approximately $83.9 million of indebtedness subject to fixed interest rates and approximately $57.5 million, or 41%, subject to variable interest rates. If LIBOR and the prime rate were to increase by one eighth of one percent (0.125%), the increase in interest expense on the variable rate debt would not have a significant impact on our future consolidated earnings or cash flows.

Item 8. Financial Statements and Supplementary Data.

Our financial statements required by this item are submitted as a separate section of this Annual Report. See “Financial Statements,” commencing on page F-1 hereof.

Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A.Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of the end of the period covered by this Annual Report. Based on such evaluation, our Chief Executive Officer and principal financial officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

·provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and

·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2012.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. We have excluded from our evaluation the internal controls over financial reporting of PlainsCapital Corporation, which was acquired on November 30, 2012. The total assets and total income before income taxes of the excluded business represent

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$6.7 billion and $12.9 million, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2012. Based on our assessment, management concluded that, at December 31, 2012, our internal control over financial reporting is effective.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting during the year ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Item 9B.Other Information.

None.

PART III

Item 10.Directors, Executive Officers and Corporate Governance.

The information called for by this Item is contained in our definitive Proxy Statement for our 2013 Annual Meeting of Stockholders, and is incorporated herein by reference.

Item 11.Executive Compensation.

The information called for by this Item is contained in our definitive Proxy Statement for our 2013 Annual Meeting of Stockholders, and is incorporated herein by reference.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information called for by this Item is contained in our definitive Proxy Statement for our 2013 Annual Meeting of Stockholders, or in Item 5 of this Annual Report for the year ended December 31, 2012, and is incorporated herein by reference.

Item 13.Certain Relationships and Related Transactions, and Director Independence.

The information called for by this Item is contained in our definitive Proxy Statement for our 2013 Annual Meeting of Stockholders, and is incorporated herein by reference.

Item 14.Principal Accounting Fees and Services.

The information called for by this Item is contained in our definitive Proxy Statement for our 2013 Annual Meeting of Stockholders, and is incorporated herein by reference.

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PART IV

Item 15.Exhibits, Financial Statement Schedules.

(a) The following documents are filed herewith as part of this Form 10-K.

		Page
1.	Financial Statements.
Hilltop Holdings Inc.
	Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP) for Hilltop Holdings Inc.	F-2
	Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) for PrimeLending	F-3
	Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) for First Southwest Company	F-4
	Consolidated Balance Sheets	F-5
	Consolidated Statements of Operations	F-6
	Consolidated Statements of Comprehensive Income (Loss)	F-7
	Consolidated Statements of Stockholders’ Equity	F-8
	Consolidated Statements of Cash Flows	F-9
	Notes to Consolidated Financial Statements	F-10
2.	Financial Statement Schedules.
	The financial statement schedules have been omitted because they are not required, not applicable or the information has been included in our consolidated financial statements.
3.	Exhibits. See the Exhibit Index following the signature page hereto.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HILLTOP HOLDINGS INC.
Date: March 15, 2013	By:	/s/ Jeremy B. Ford
		Jeremy B. Ford
		President and Chief Executive Officer
		(Principal Executive Officer and duly authorized officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Capacity in which Signed	Date
/s/ Jeremy B. Ford	President, Chief Executive Officer and Director	March 15, 2013
Jeremy B. Ford	(Principal Executive Officer)
/s/ Darren Parmenter	Senior Vice President — Finance	March 15, 2013
Darren Parmenter	(Principal Financial and Accounting Officer)
/s/ Charlotte Jones Anderson	Director	March 15, 2013
Charlotte Jones Anderson
/s/ Rhodes Bobbitt	Director	March 15, 2013
Rhodes Bobbitt
/s/ Tracy A. Bolt	Director and Audit Committee Member	March 15, 2013
Tracy A. Bolt
/s/ W. Joris Brinkerhoff	Director	March 15, 2013
W. Joris Brinkerhoff
/s/ Charles R. Cummings	Director and Chairman of Audit Committee	March 15, 2013
Charles R. Cummings
/s/ Hill A. Feinberg	Director	March 15, 2013
Hill A. Feinberg
/s/ Gerald J. Ford	Director	March 15, 2013
Gerald J. Ford
/s/ J. Markham Green	Director and Audit Committee Member	March 15, 2013
J. Markham Green
/s/ Jess T. Hay	Director	March 15, 2013
Jess T. Hay
/s/ William T. Hill, Jr.	Director	March 15, 2013
William T. Hill, Jr.
/s/ James R. Huffines	Director	March 15, 2013
James R. Huffines
/s/ Lee Lewis	Director	March 15, 2013
Lee Lewis
/s/ Andrew J. Littlefair	Director	March 15, 2013
Andrew J. Littlefair

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Signature	Capacity in which Signed	Date
/s/ W. Robert Nichols, III	Director	March 15, 2013
W. Robert Nichols, III
/s/ C. Clifton Robinson	Director	March 15, 2013
C. Clifton Robinson
/s/ Kenneth D. Russell	Director	March 15, 2013
Kenneth D. Russell
/s/ A. Haag Sherman	Director	March 15, 2013
A. Haag Sherman
/s/ Robert Taylor, Jr.	Director	March 15, 2013
Robert Taylor, Jr.
/s/ Carl B. Webb	Director	March 15, 2013
Carl B. Webb
/s/ Alan B. White	Director	March 15, 2013
Alan B. White

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Exhibit Number	Description of Exhibit
2.1	Agreement and Plan of Merger, dated May 8, 2012, by and among Hilltop Holdings Inc., Meadow Corporation and PlainsCapital Corporation (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on May 11, 2012 (File No. 001-31987) and incorporated herein by reference).
3.1*	Articles of Amendment and Restatement of Affordable Residential Communities Inc., dated February 16, 2004, as amended or supplemented by: Articles Supplementary, dated February 16, 2004; Corporate Charter Certificate of Notice, dated June 6, 2005; Articles of Amendment, dated January 23, 2007; Articles of Amendment, dated July 31, 2007; Corporate Charter Certificate of Notice, dated September 23, 2008; Articles Supplementary, dated December 15, 2010; Articles Supplementary, dated as of November 29, 2012 relating to Subtitle 8 election; and Articles Supplementary relating to Non-Cumulative Perpetual Preferred Stock, Series B, of Hilltop Holdings Inc..
3.2	Second Amended and Restated Bylaws of Hilltop Holdings Inc. (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on March 16, 2009 (File No. 001-31987) and incorporated herein by reference).
4.1	Form of Certificate of Common Stock of Hilltop Holdings Inc. (filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-31987) and incorporated herein by reference).
4.2*	Form of Certificate of Non-Cumulative Perpetual Preferred Stock, Series B, of Hilltop Holdings Inc.
4.3	Corporate Charter Certificate of Notice, dated June 6, 2005 (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-3 (File No. 333-125854) and incorporated herein by reference).
4.4.1	Indenture, dated August 9, 2005, by and between Affordable Residential Communities LP and U.S. Bank National Association, as Trustee, regarding the 7½% Senior Exchangeable Notes Due 2025 of Affordable Residential Communities LP (filed as Exhibit 4.7.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-31987) and incorporated herein by reference).
4.4.2	Form of Waiver to the Indenture, dated August 9, 2005, by and between Affordable Residential Communities LP and U.S. Bank National Association, as Trustee, with respect to the 7½% Senior Exchangeable Notes Due 2025 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 17, 2007 (File No. 001-31987) and incorporated herein by reference).
4.5.1	Amended and Restated Declaration of Trust, dated as of July 31, 2001, by and among U.S. Bank National Association (successor in interest to State Street Bank and Trust Company of Connecticut, National Association), as Institutional Trustee, PlainsCapital Corporation (successor by merger to Plains Capital Corporation), and Alan B. White, George McCleskey, and Jeff Isom, as Administrators (filed as Exhibit 4.2 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.5.2	First Amendment to Amended and Restated Declaration of Trust, dated as of August 7, 2006, by and between PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and U.S. Bank National Association, as Institutional Trustee (filed as Exhibit 4.3 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).

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4.5.3	Indenture, dated as of July 31, 2001, by and between PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company of Connecticut, National Association), as Trustee (filed as Exhibit 4.4 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.5.4	First Supplemental Indenture, dated as of August 7, 2006, by and between PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and U.S. Bank National Association, as Trustee (filed as Exhibit 4.5 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.5.5*	Second Supplemental Indenture, dated as of November 30, 2012, by and among U.S. Bank National Association, as Trustee, PlainsCapital Corporation (f/k/a Meadow Corporation) and PlainsCapital Corporation.
4.5.6	Amended and Restated Floating Rate Junior Subordinated Deferrable Interest Debenture of Plains Capital Corporation, dated as of August 7, 2006, by PlainsCapital Corporation (successor by merger to Plains Capital Corporation) in favor of U.S. Bank National Association, as Institutional Trustee for PCC Statutory Trust I (filed as Exhibit 4.6 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.5.7	Guarantee Agreement, dated as of July 31, 2001, by and between PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and U.S. Bank National Association (successor in interest to State Street Bank and Trust Company of Connecticut, National Association), as Trustee (filed as Exhibit 4.7 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.5.8	First Amendment to Guarantee Agreement, dated as of August 7, 2006, by and between PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and U.S. Bank National Association, as Guarantee Trustee (filed as Exhibit 4.8 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.6.1	Amended and Restated Declaration of Trust, dated as of March 26, 2003, by and among U.S. Bank National Association, as Institutional Trustee, PlainsCapital Corporation (successor by merger to Plains Capital Corporation), and Alan B. White, George McCleskey, and Jeff Isom, as Administrators (filed as Exhibit 4.9 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.6.2	Indenture, dated as of March 26, 2003, by and between PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and U.S. Bank National Association, as Trustee (filed as Exhibit 4.10 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.6.3*	First Supplemental Indenture, dated as of November 30, 2012, by and among U.S. Bank National Association, as Trustee, PlainsCapital Corporation (f/k/a Meadow Corporation) and PlainsCapital Corporation.

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4.6.4	Floating Rate Junior Subordinated Deferrable Interest Debenture of Plains Capital Corporation, dated as of March 26, 2003, by PlainsCapital Corporation (successor by merger to Plains Capital Corporation) in favor of U.S. Bank National Association, as Institutional Trustee for PCC Statutory Trust II (filed as Exhibit 4.11 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.6.5	Guarantee Agreement, dated as of March 26, 2003, by and between PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and U.S. Bank National Association, as Guarantee Trustee (filed as Exhibit 4.12 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.7.1	Amended and Restated Declaration of Trust, dated as of September 17, 2003, by and among U.S. Bank National Association, as Institutional Trustee, PlainsCapital Corporation (successor by merger to Plains Capital Corporation), and Alan B. White, George McCleskey, and Jeff Isom, as Administrators (filed as Exhibit 4.13 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.7.2	Indenture, dated as of September 17, 2003, by and between PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and U.S. Bank National Association, as Trustee (filed as Exhibit 4.14 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.7.3*	First Supplemental Indenture, dated as of November 30, 2012, by and among U.S. Bank National Association, as Trustee, PlainsCapital Corporation (f/k/a Meadow Corporation) and PlainsCapital Corporation.
4.7.4	Floating Rate Junior Subordinated Deferrable Interest Debenture of Plains Capital Corporation, dated as of September 17, 2003, by PlainsCapital Corporation (successor by merger to Plains Capital Corporation) in favor of U.S. Bank National Association, as Institutional Trustee for PCC Statutory Trust III (filed as Exhibit 4.15 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.7.5	Guarantee Agreement, dated as of September 17, 2003, by and between PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and U.S. Bank National Association, as Guarantee Trustee (filed as Exhibit 4.16 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.8.1	Amended and Restated Trust Agreement, dated as of February 22, 2008, by and among PlainsCapital Corporation (successor by merger to Plains Capital Corporation), Wells Fargo Bank, N.A., as Property Trustee, Wells Fargo Delaware Trust Company, as Delaware Trustee, and Alan B. White, DeWayne Pierce, and Jeff Isom, as Administrative Trustees (filed as Exhibit 4.17 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.8.2	Junior Subordinated Indenture, dated as of February 22, 2008, by and between PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and Wells Fargo Bank, N.A., as Trustee (filed as Exhibit 4.18 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).

84

4.8.3*	First Supplemental Indenture, dated as of November 30, 2012, by and between PlainsCapital Corporation and Wells Fargo Bank, National Association, as Trustee.
4.8.4	Plains Capital Corporation Floating Rate Junior Subordinated Note due 2038, dated as of February 22, 2008, by PlainsCapital Corporation (successor by merger to Plains Capital Corporation) in favor of Wells Fargo Bank, N.A., as Property Trustee of PCC Statutory Trust IV (filed as Exhibit 4.19 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
4.8.5	Guarantee Agreement, dated as of February 22, 2008, by and between PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and Wells Fargo Bank, N.A., as Guarantee Trustee (filed as Exhibit 4.20 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
10.1.1	First Amended and Restated Agreement of Limited Partnership of Affordable Residential Communities LP, dated February 11, 2004 (filed as Exhibit 10.1.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-31987) and incorporated herein by reference).
10.1.2	Amendment to the First Amended and Restated Agreement of Limited Partnership of Affordable Residential Communities LP, dated July 3, 2007 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 6, 2007 (File No. 001-31987) and incorporated herein by reference).
10.2.1†	Affordable Residential Communities Inc. 2003 Equity Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-11 (File No. 333-109816) and incorporated herein by reference).
10.2.2†	Form of Restricted Stock Grant Agreement for use under the Affordable Residential Communities Inc. 2003 Equity Incentive Plan (filed as Exhibit 10.2.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-31987) and incorporated herein by reference).
10.2.3†	Form of Affordable Residential Communities Inc. 2003 Equity Incentive Plan Non-Qualified Stock Option Agreement (filed as Exhibit 10.2.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-31987) and incorporated herein by reference).
10.3†	Affordable Residential Communities Inc. Management Incentive Plan (filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-11 (File No. 333-109816) and incorporated herein by reference).
10.4	Registration Rights Agreement, dated August 9, 2005, among Affordable Residential Communities LP, Affordable Residential Communities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-31987) and incorporated herein by reference).
10.5	Common Stock Delivery Agreement, dated August 9, 2005, by and between Affordable Residential Communities LP and Affordable Residential Communities Inc. (filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-31987) and incorporated herein by reference).
10.6	Registration Rights Agreement, dated January 31, 2007, by and between Affordable Residential Communities Inc. and C. Clifton Robinson. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 5, 2007 (File No. 001-31987) and incorporated herein by reference).

85

10.7	Stock Purchase Agreement, dated October 6, 2006, by and between Affordable Residential Communities Inc. and Flexpoint Fund, L.P. (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 5, 2007 (File No. 001-31987) and incorporated herein by reference).
10.8	Registration Rights Agreement, dated January 31, 2007, by and between Affordable Residential Communities Inc. and Flexpoint Fund, L.P. (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 5, 2007 (File No. 001-31987) and incorporated herein by reference).
10.9.1†	Management Services Agreement, dated April 28, 2008, but effective as of January 1, 2008, by and between Hilltop Holdings Inc. and Diamond A Administration Company LLC (filed as Exhibit 10.17 to the Registrant’s Current Report on Form 8-K filed on April 30, 2008 (File No. 001-31987) and incorporated herein by reference).
10.9.2†	First Amendment to Management Services Agreement, dated as of March 15, 2010, by and between Hilltop Holdings Inc. and Diamond A Administration Company LLC (filed as Exhibit 10.14.2 to the Registrant’s Current Report on Form 8-K filed on March 17, 2010 (File No. 001-31987) and incorporated herein by reference).
10.9.3†	Second Amendment to Management Services Agreement, dated as of April 30, 2010, by and between Hilltop Holdings Inc. and Diamond A Administration Company LLC (filed as Exhibit 10.14.3 to the Registrant’s Current Report on Form 8-K filed on May 5, 2010 (File No. 001-31987) and incorporated herein by reference).
10.10†	Employment Agreement, dated January 31, 2007, by and between NLASCO, Inc. and Greg Vanek (filed as Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-31987) and incorporated herein by reference).
10.11†	Compensation arrangement with Jeremy B. Ford (filed as Exhibit 10.17 to the Registrant’s Current Report on Form 8-K/A (Amendment No. 1) filed on May 5, 2010 (File No. 001-31987) and incorporated herein by reference).
10.12.1	Funding Agreement, dated as of March 20, 2011, by and among SWS Group, Inc., Hilltop Holdings Inc., Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 21, 2011 (File No. 001-31987) and incorporated herein by reference).
10.12.2	Credit Agreement, dated as of July 29, 2011, by and among SWS Group, Inc., Hilltop Holdings Inc., Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by SWS Group, Inc. on August 1, 2011 (File No. 000-19483) and incorporated herein by reference).
10.12.3	Investor Rights Agreement, dated as of July 29, 2011, by and among SWS Group, Inc., Hilltop Holdings Inc., Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. (filed as Exhibit 4.4 to the Current Report on Form 8-K filed by SWS Group, Inc. on August 1, 2011 (File No. 000-19483) and incorporated herein by reference).
10.12.4	Warrant to purchase up to 8,695,652 shares of SWS Group, Inc. common stock issued to Hilltop Holdings Inc. on July 29, 2011 (filed as Exhibit 4.1 to the Current Report on Form 8-K filed by SWS Group, Inc. on August 1, 2011 (File No. 000-19483) and incorporated herein by reference).

86

10.13†	Retention Agreement, dated May 8, 2012, but effective as of November 30, 2012, by and among Alan B. White, Hilltop Holdings Inc. and PlainsCapital Corporation (f/k/a Meadow Corporation) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 11, 2012 (File No. 001-31987) and incorporated herein by reference).
10.14.1†	Employment Agreement, dated December 18, 2008, but effective as of December 31, 2008, by and among First Southwest Holdings, LLC, PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and Hill A. Feinberg (filed as Exhibit 10.6 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
10.14.2†	First Amendment to Employment Agreement, dated as of March 2, 2009, by and among First Southwest Holdings, LLC, PlainsCapital Corporation (successor by merger to Plains Capital Corporation) and Hill A. Feinberg (filed as Exhibit 10.7 to the Registration Statement on Form 10 filed by PlainsCapital Corporation on April 17, 2009 (File No. 000-53629) and incorporated herein by reference).
10.14.3†	Waiver of Executive’s 2011 Bonus, dated as of March 7, 2012, by Hill A. Feinberg in favor of First Southwest Holdings, LLC (filed as Exhibit 10.8 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed by PlainsCapital Corporation (File No. 000-53629) and incorporated herein by reference).
10.14.4*†	Second Amendment to Employment Agreement, dated as of September 12, 2012, by and among First Southwest Holdings, LLC, PlainsCapital Corporation (successor by merger to PlainsCapital Corporation) and Hill A. Feinberg.
10.15†	Retention Agreement, dated May 8, 2012, but effective as of November 30, 2012, by and among Jerry L. Schaffner, Hilltop Holdings Inc. and PlainsCapital Corporation (f/k/a Meadow Corporation) (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 11, 2012 (File No. 001-31987) and incorporated herein by reference).
10.16.1†	Employment Agreement, dated as of January 1, 2009, by and between James R. Huffines and PlainsCapital Corporation (successor by merger to PlainsCapital Corporation) (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by PlainsCapital Corporation on November 16, 2010 (File No. 000-53629) and incorporated herein by reference).
10.16.2†	First Amendment to Employment Agreement, dated as of March 2, 2009, by and between James R. Huffines and PlainsCapital Corporation (successor by merger to PlainsCapital Corporation) (filed as Exhibit 10.2 to the Current Report on Form 8-K filed by PlainsCapital Corporation on November 16, 2010 (File No. 000-53629) and incorporated herein by reference).
10.16.3†	Second Amendment to Employment Agreement, dated as of November 15, 2010, by and between James R. Huffines and PlainsCapital Corporation (successor by merger to PlainsCapital Corporation) (filed as Exhibit 10.3 to the Current Report on Form 8-K filed by PlainsCapital Corporation on November 16, 2010 (File No. 000-53629) and incorporated herein by reference).
10.16.4*†	Third Amendment to Employment Agreement, dated as of September 12, 2012, by and between PlainsCapital Corporation (successor by merger to PlainsCapital Corporation) and James R. Huffines.

87

10.17.1†	Employment Agreement, dated as of April 1, 2010, by and between Todd Salmans and PlainsCapital Corporation (successor by merger to PlainsCapital Corporation) (filed as Exhibit 10.21 to the Annual Report on Form 10-K for the year ended December 31, 2010, filed by PlainsCapital Corporation (File No. 000-53629) and incorporated herein by reference).
10.17.2*†	First Amendment to Employment Agreement, dated as of September 11, 2012, by and between PlainsCapital Corporation (successor by merger to PlainsCapital Corporation) and Todd Salmans.
10.18*†	Hilltop Holdings Inc. 2012 Equity Incentive Plan, effective September 20, 2012.
10.19*†	Hilltop Holdings Inc. Annual Incentive Plan, effective September 20, 2012.
10.20	Securities Purchase Agreement, dated as of September 27, 2011, by and between PlainsCapital Corporation (successor by merger to PlainsCapital Corporation) and the Secretary of the Treasury (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by PlainsCapital Corporation on September 28, 2011 (File No. 000-53629) and incorporated herein by reference).
10.21	Repurchase Letter, dated as of September 27, 2011, by and between PlainsCapital Corporation (successor by merger to PlainsCapital Corporation) and the United Stated Department of the Treasury (filed as Exhibit 10.2 to the Current Report on Form 8-K filed by PlainsCapital Corporation on September 28, 2011 (File No. 000-53629) and incorporated herein by reference).
14.1	Hilltop Holdings, Inc. Code of Business Conduct and Ethics (filed as Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-31987) and incorporated herein by reference).
21.1*	List of subsidiaries of the Registrant.
23.1*	Consent of PricewaterhouseCoopers LLP.
23.2*	Consent of Ernst & Young LLP.
31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1*	Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 – **	XBRL

*  Filed herewith.

†  Exhibit is a management contract or compensatory plan.

** In accordance with Rule 406T of Regulation S-T, the information in these exhibits is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

88

Index to Consolidated Financial Statements

Hilltop Holdings Inc.

Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP) for Hilltop Holdings Inc.	F-2
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) for PrimeLending	F-3
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) for First Southwest Company	F-4
Audited Consolidated Financial Statements, Years Ended December 31, 2012, 2011, 2010
Consolidated Balance Sheets	F-5
Consolidated Statements of Operations	F-6
Consolidated Statements of Comprehensive Income (Loss)	F-7
Consolidated Statements of Stockholders’ Equity	F-8
Consolidated Statements of Cash Flows	F-9
Notes to Consolidated Financial Statements	F-10

F-1

Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders of Hilltop Holdings Inc.

In our opinion, based on our audits and the reports of other auditors, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Hilltop Holdings Inc. and its subsidiaries (the “Company”) at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits.  We did not audit the financial statements of PrimeLending and First Southwest Company, both wholly owned subsidiaries of the Company, which statements reflect total assets of approximately $1.5 billion and $0.5 billion, respectively, of the related consolidated total as of December 31, 2012 and total net income before tax of approximately $5.7 million and $1.6 million, respectively, of the related consolidated total for the year ended December 31, 2012. The 2012 financial statements of PrimeLending and First Southwest Company were audited by other auditors whose reports thereon have been furnished to us, and our opinion on the financial statements expressed herein, insofar as it relates to the amounts included for PrimeLending and First Southwest Company, is based solely on the reports of the other auditors. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A, management has excluded consolidated PlainsCapital Corporation from its assessment of internal control over financial reporting as of December 31, 2012 because it was acquired by the Company in a purchase business combination consummated on November 30, 2012. We have also excluded PlainsCapital Corporation from our audit of internal control over financial reporting. PlainsCapital Corporation is a wholly owned subsidiary whose total assets and total net income before income taxes represent $6.7 billion and $12.9 million, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2012.

/s/ PricewaterhouseCoopers LLP

Dallas, Texas

March 15, 2013

F-2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholder

PrimeLending, a PlainsCapital Company

We have audited the consolidated financial statements of PrimeLending, a PlainsCapital Company (the Company), which comprise the consolidated balance sheet as of December 31, 2012 (Successor), and the related consolidated statement of income, stockholder’s equity, and cash flows for the period from December 1, 2012 through December 31, 2012 (Successor) and the period from January 1, 2012 through November 30, 2012 (Predecessor), and the related consolidated notes to the financial statements (not presented separately herein).

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States and in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of PrimeLending, a PlainsCapital Company at December 31, 2012 (Successor), and the results of its operations and its cash flows for the period from December 1, 2012 through December 31, 2012 (Successor) and the period from January 1, 2012 through November 30, 2012 (Predecessor) in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Dallas, Texas

March 15, 2013

F-3

Report of Independent Registered Public Accounting Firm

Board of Directors

First Southwest Company

We have audited the financial statements of First Southwest Company (the Company), which comprise the statement of financial condition as of December 31, 2012 (Successor), and the related statements of income, changes in stockholder’s equity, and cash flows for the period from December 1, 2012 through December 31, 2012 (Successor) and the period from January 1, 2012 through November 30, 2012 (Predecessor) that are filed pursuant to Rule 17a-5 under the Securities Exchange Act of 1934, and the related notes to the financial statements (not presented separately herein).

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States and in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of First Southwest Company as of December 31, 2012 (Successor), and the results of its operations and its cash flows for the period from December 1, 2012 through December 31, 2012 (Successor), and the period from January 1, 2012 through November 30, 2012 (Predecessor) in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Dallas, Texas

February 28, 2013

F-4

HILLTOP HOLDINGS INC. AND SUBSIDIARIES 

 CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	December 31,
	2012			2011
Assets
Cash and due from banks	$	720,741		$	578,520
Federal funds sold and securities purchased under agreements to resell	4,421			—
Securities:
Trading, at fair value	90,113			—
Available for sale, at fair value (amortized cost of $978,502 and $202,688, respectively)	990,953			224,200
	1,081,066			224,200
Loans held for sale	1,399,944			—
Loans, net of unearned income	3,152,396			—
Allowance for loan losses	(3,409		)	—
Loans, net	3,148,987			—
Broker-dealer and clearing organization receivables	145,564			—
Insurance premiums receivable	24,615			24,390
Deferred policy acquisition costs	19,812			19,182
Reinsurance receivable, net of uncollectible amounts	18,567			25,861
Premises and equipment, net	111,381			2,128
Other assets	280,259			18,082
Goodwill	253,770			23,988
Other intangible assets, net	77,738			9,074
Total assets	$	7,286,865		$	925,425
Liabilities and Stockholders’ Equity
Deposits:
Noninterest-bearing	$	323,367		$	—
Interest-bearing	4,377,094			—
Total deposits	4,700,461			—
Broker-dealer and clearing organization payables	187,990			—
Reserve for losses and loss adjustment expenses	34,012			44,835
Unearned insurance premiums	82,598			80,661
Short-term borrowings	728,250			—
Notes payable	141,539			131,450
Junior subordinated debentures	67,012			—
Other liabilities	198,453			13,096
Total liabilities	6,140,315			270,042
Commitments and contingencies
Stockholders’ equity:
Hilltop Holdings stockholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized; Series B, liquidation value per share of $1,000; 114,068 and 0 shares issued and outstanding, respectively	114,068			—
Common stock, $0.01 par value, 100,000,000 shares authorized; 83,487,340 and 56,500,828 shares issued and outstanding, respectively	835			565
Additional paid-in capital	1,304,707			918,192
Accumulated other comprehensive income	8,094			13,983
Accumulated deficit	(283,208		)	(277,357		)
Total Hilltop Holdings stockholders’ equity	1,144,496			655,383
Noncontrolling interest	2,054			—
Total stockholders’ equity	1,146,550			655,383
Total liabilities and stockholders’ equity	$	7,286,865		$	925,425

See accompanying notes.

F-5

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Year Ended December 31,
	2012			2011			2010
Interest income:
Loans, including fees	$	23,900		$	—		$	—
Securities:
Taxable	13,116			11,049			8,154
Tax-exempt	464			—			—
Federal funds sold and securities purchased under agreements to resell	106			—			—
Interest-bearing deposits with banks	801			—			—
Other	651			—			—
Total interest income	39,038			11,049			8,154
Interest expense:
Deposits	1,013			—			—
Short-term borrowings	215			—			—
Notes payable	8,613			8,985			8,971
Junior subordinated debentures	212			—			—
Other	143			—			—
Total interest expense	10,196			8,985			8,971
Net interest income (expense)	28,842			2,064			(817		)
Provision for loan losses	3,800			—			—
Net interest income (expense) after provision for loan losses	25,042			2,064			(817		)
Noninterest income:
Net insurance premiums earned	146,701			134,048			117,192
Net realized gains (losses) on securities	112			817			207
Other-than-temporary impairment:
Total other-than-temporary impairment losses on securities	—			—			(70		)
Portion of loss recognized in other comprehensive income	—			—			—
Net other-than-temporary impairment losses recognized in earnings	—			—			(70		)
Net gains from sale of loans	50,384			—			—
Mortgage loan origination fees	7,224			—			—
Investment and securities advisory fees and commissions	11,238			—			—
Other	8,573			6,785			6,744
Total noninterest income	224,232			141,650			124,073
Noninterest expense:
Loss and loss adjustment expenses	109,159			96,734			70,943
Policy acquisition and other underwriting expenses	43,658			40,196			37,025
Employees’ compensation and benefits	60,972			7,743			7,504
Occupancy and equipment, net	7,360			788			849
Other	34,368			9,793			8,490
Total noninterest expense	255,517			155,254			124,811
Loss before income taxes	(6,243		)	(11,540		)	(1,555		)
Income tax benefit	(1,145		)	(5,009		)	(1,007		)
Net loss	(5,098		)	(6,531		)	(548		)
Less: Net income attributable to noncontrolling interest	494			—			—
Loss attributable to Hilltop Holdings	(5,592		)	(6,531		)	(548		)
Dividends on preferred stock and other	259			—			12,939
Loss applicable to Hilltop Holdings common stockholders	$	(5,851	)	$	(6,531	)	$	(13,487	)
Loss per common share:
Basic	$	(0.10	)	$	(0.12	)	$	(0.24	)
Diluted	$	(0.10	)	$	(0.12	)	$	(0.24	)
Weighted average share information:
Basic	58,754			56,499			56,492
Diluted	58,754			56,499			56,492

See accompanying notes.

F-6

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Year Ended December 31,
	2012			2011			2010
Net loss	$	(5,098	)	$	(6,531	)	$	(548	)
Other comprehensive income (loss):
Unrealized gains (losses) on securities available for sale, net of tax of $(3,172), $4,692 and $928	(5,889		)	8,713			1,723
Comprehensive income (loss)	(10,987		)	2,182			1,175
Less: comprehensive income attributable to noncontrolling interest	494			—			—
Comprehensive income (loss) applicable to Hilltop Holdings	$	(11,481	)	$	2,182		$	1,175

See accompanying notes.

F-7

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

														Accumulated						Total
											Additional			Other						Hilltop Holdings						Total
	Preferred Stock					Common Stock					Paid-in			Comprehensive			Accumulated			Stockholders’			Noncontrolling			Stockholders’
	Shares		Amount			Shares		Amount			Capital			Income			Deficit			Equity			Interest			Equity
Balance, December 31, 2009	5,000		$	119,108		56,485		$	565		$	917,896		$	3,547		$	(257,339	)	$	783,777		$	—		$	783,777
Net loss	—		—			—		—			—			—			(548		)	(548		)	—			(548		)
Other comprehensive income	—		—			—		—			—			1,723			—			1,723			—			1,723
Dividends on preferred stock	—		—			—		—			—			—			(7,047		)	(7,047		)	—			(7,047		)
Redemption of preferred stock	(5,000	)	(119,108		)	—		—			—			—			(5,892		)	(125,000		)	—			(125,000		)
Common stock issued to board members	—		—			10		—			111			—			—			111			—			111
Common stock retired	—		—			—		—			(2		)	—			—			(2		)	—			(2		)
Stock-based compensation expense	—		—			—		—			41			—			—			41			—			41
Balance, December 31, 2010	—		—			56,495		565			918,046			5,270			(270,826		)	653,055			—			653,055
Net loss	—		—			—		—			—			—			(6,531		)	(6,531		)	—			(6,531		)
Other comprehensive income	—		—			—		—			—			8,713			—			8,713			—			8,713
Common stock issued to board members	—		—			6		—			48			—			—			48			—			48
Stock-based compensation expense	—		—			—		—			98			—			—			98			—			98
Balance, December 31, 2011	—		—			56,501		565			918,192			13,983			(277,357		)	655,383			—			655,383
Net loss	—		—			—		—			—			—			(5,592		)	(5,592		)	494			(5,098		)
Other comprehensive loss	—		—			—		—			—			(5,889		)	—			(5,889		)	—			(5,889		)
Issuance of preferred stock	114,068		114,068			—		—			—			—			—			114,068			—			114,068
Issuance of common stock	—		—			27,123		271			387,312			—			—			387,583			—			387,583
Common stock issued to board members	—		—			4		—			50			—			—			50			—			50
Repurchase and retirement of common stock	—		—			(141	)	(1		)	(1,297		)	—			—			(1,298		)	—			(1,298		)
Stock-based compensation expense	—		—			—		—			450			—			—			450			—			450
Dividends on preferred stock	—		—			—		—			—			—			(259		)	(259		)	—			(259		)
Acquired noncontrolling interest	—		—			—		—			—			—			—			—			1,789			1,789
Cash distributions to noncontrolling interest	—		—			—		—			—			—			—			—			(229		)	(229		)
Balance, December 31, 2012	114,068		$	114,068		83,487		$	835		$	1,304,707		$	8,094		$	(283,208	)	$	1,144,496		$	2,054		$	1,146,550

See accompanying notes.

F-8

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2012			2011			2010
Operating Activities
Net loss	$	(5,098	)	$	(6,531	)	$	(548	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Provision for loan losses	3,800			—			—
Net losses on other real estate owned	7			—			—
Depreciation amortization and accretion, net	(2,533		)	1,714			1,788
Stock-based compensation expense	500			146			150
Amortization of debt issuance costs	182			400			197
Net realized gains on securities	(112		)	(817		)	(137		)
Gain on sale of premises and equipment	(51		)	—			—
Stock dividends received on securities	(26		)	—			—
Deferred income taxes	(6,426		)	(3,930		)	1,488
Net change in prepaid FDIC assessments	150			—			—
Net change in assets segregated for regulatory purposes	(19,000		)	—			—
Net change in trading securities	12,900			—			—
Net change in broker-dealer and clearing organization receivables	43,309			—			—
Net change in insurance premium and agents balance	(225		)	(1,900		)	(1,535		)
Net change in deferred acquisition costs	(630		)	(1,945		)	(1,492		)
Net change in reinsurance recoverables	7,294			19,794			(23,886		)
Net change in fee award receivable	711			—			—
Net change in other assets	8,298			(3,712		)	7,628
Net change in unearned insurance premiums	1,937			7,847			4,669
Net change in broker-dealer and clearing organization payables	(46,509		)	—			—
Net change in loss and loss adjustment expense reserve	(10,823		)	(14,047		)	25,102
Net change in other liabilities	9,025			(341		)	(3,573		)
Net gains from sale of loans	(50,384		)	—			—
Loans originated for sale	(1,344,577		)	—			—
Proceeds from loans sold	1,512,202			—			—
Net cash provided by (used in) operating activities	113,921			(3,322		)	9,851
Investing Activities
Proceeds from maturities and principal reductions of securities held to maturity	—			7,336			3,350
Proceeds from sales, maturities and principal reductions of securities available for sale	77,445			13,846			25,042
Purchases of securities held to maturity	—			—			(1,606		)
Purchases of securities available for sale	(224,893		)	(31,583		)	(43,123		)
Net change in loans	10,673			(50,000		)	—
Purchases of premises and equipment and other assets	(17,412		)	(296		)	(322		)
Proceeds from sales of premises and equipment and other real estate owned	1,377			—			—
Net cash from acquisitions	165,679			—			—
Net cash provided by (used in) investing activities	12,869			(60,697		)	(16,659		)
Financing Activities
Net change in deposits	207,997			—			—
Net change in short-term borrowings	(185,812		)	—			—
Payments on notes payable	(766		)	(6,900		)	—
Payments to repurchase common stock	(1,298		)	—			—
Dividends paid	—			—			(8,766		)
Redemption of preferred stock	—			—			(125,000		)
Net cash distributed to noncontrolling interest	(229		)	—			—
Other, net	(40		)	—			—
Net cash provided by (used in) financing activities	19,852			(6,900		)	(133,766		)
Net change in cash and cash equivalents	146,642			(70,919		)	(140,574		)
Cash and cash equivalents, beginning of year	578,520			649,439			790,013
Cash and cash equivalents, end of year	$	725,162		$	578,520		$	649,439
Supplemental Disclosures of Cash Flow Information
Cash paid for interest	$	10,371		$	8,780		$	8,799
Cash paid for income taxes, net of refunds	$	(184	)	$	(811	)	$	(1,907	)
Supplemental Schedule of Non-Cash Activities
Preferred stock issued in acquisition	$	114,068		$	—		$	—
Common stock issued in acquisition	$	387,583		$	—		$	—

See accompanying notes.

F-9

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting and Reporting Policies

Natureof Operations

Hilltop Holdings Inc. (“Hilltop” or the “Company”), was organized in July 1998 as a Maryland corporation. Hilltop is a holding company that has endeavored, and continues to endeavor, to make acquisitions or effect business combinations.  In connection with this strategy, on November 30, 2012, and concurrent with the consummation of the merger with PlainsCapital Corporation (“PlainsCapital”), or the Merger, Hilltop became a financial holding company registered under the Bank Holding Company Act of 1956, as amended by the Gramm-Leach-Bliley Act of 1999.

PlainsCapital is a financial holding company, headquartered in Dallas, Texas, that provides, through its subsidiaries, an array of financial products and services. In addition to traditional banking services, PlainsCapital provides residential mortgage lending, investment banking, public finance advisory, wealth and investment management, treasury management, capital equipment leasing, fixed income sales, asset management, and correspondent clearing services. The operating results of Hilltop for the year ended December 31, 2012 include the results from the operations acquired in the PlainsCapital transaction for the month ended December 31, 2012. Certain disclosures within the notes to consolidated financial statements are specific to financial products and services of PlainsCapital and its subsidiaries and, therefore include information at December 31, 2012 and relating to the post-acquisition one month period ended December 31, 2012.

Prior to the consummation of the Merger with PlainsCapital, Hilltop’s primary operations were to provide fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the south, southeastern and southwestern United States through its wholly owned property and casualty insurance holding company, NLASCO, Inc., (“NLASCO”).

Hilltop’s common stock is listed on the New York Stock Exchange under the symbol “HTH”, and has no public trading history prior to February 12, 2004.

Basis of Presentation

Hilltop owns 100% of the outstanding stock of PlainsCapital. PlainsCapital owns 100% of the outstanding stock of PlainsCapital Bank (the “Bank”) and 100% of the membership interest in PlainsCapital Equity, LLC. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”), PNB Aero Services, Inc. and PCB-ARC, Inc. The Bank has a 100% membership interest in First Southwest Holdings, LLC (“First Southwest”) and PlainsCapital Securities, LLC, as well as a 51% voting interest in PlainsCapital Insurance Services, LLC.

Hilltop also owns 100% of NLASCO, a Delaware corporation, which operates through its wholly owned subsidiaries, National Lloyds Insurance Company (“NLIC”) and American Summit Insurance Company (“ASIC”).

PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC, the controlling and sole managing member of PrimeLending Ventures, LLC (“Ventures”). Through a series limited liability company structure, Ventures establishes separate operating divisions with select business partners, such as home builders, to originate residential mortgage loans.

The principal subsidiaries of First Southwest are First Southwest Company (“FSC”), a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and the Financial Industry Regulatory Authority (“FINRA”), and First Southwest Asset Management, Inc., a registered investment advisor under the Investment Advisors Act of 1940.

The consolidated financial statements include the accounts of the above-named entities. All significant intercompany transactions and balances have been eliminated. Noncontrolling interests have been recorded for minority ownership in entities that are not wholly owned and are presented in compliance with the provisions of Noncontrolling Interest in Subsidiary Subsections of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), as discussed below.

F-10

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

PlainsCapital also owns 100% of the outstanding common stock of PCC Statutory Trusts I, II, III and IV (the “Trusts”), which are not included in the consolidated financial statements under the requirements of the Variable Interest Entities Subsections of the ASC, because the primary beneficiaries of the Trusts are not within the consolidated group.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates regarding the allowance for loan losses, the fair values of financial instruments, reserves for losses and loss adjustment expenses and the potential impairment of assets are particularly subject to change.

The presentation of Hilltop’s historical consolidated financial statements have been modified and certain items in the 2011 and 2010 financial statements have been reclassified to conform to the 2012 presentation, which is more consistent with that of a financial institution that provides an array of financial products and services.

Acquisition Accounting

Acquisitions are accounted for under the purchase method of accounting. Purchased assets, including identifiable intangible assets, and assumed liabilities are recorded at their respective acquisition date fair values. If the fair value of net assets purchased exceeds the consideration given, a “bargain purchase gain” is recognized. If the consideration given exceeds the fair value of the net assets received, goodwill is recognized.

Securities Purchased Under Agreements to Resell

Securities purchased under agreements to resell (reverse repurchase agreements or reverse repos) are treated as collateralized financings and are carried at the amounts at which the securities will subsequently be resold as specified in the agreements. PlainsCapital is in possession of collateral with a fair value equal to or in excess of the contract amounts.

Securities

Management classifies securities at the time of purchase and reassesses such designation at each balance sheet date. Transfers between categories from these reassessments are rare.  Securities held for resale to facilitate principal transactions with customers, as well as certain securities acquired in the PlainsCapital acquisition, are classified as trading, and are carried at fair value, with changes in fair value reflected in the consolidated statements of operations. Hilltop reports interest income on trading securities as interest income on securities and other changes in fair value as other noninterest income.

Securities held but not intended to be held to maturity or on a long-term basis are classified as available for sale. Securities included in this category are those that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in interest rates, resultant prepayment risk, and other factors related to interest rate and resultant prepayment risk changes. Securities available for sale are carried at fair value. Unrealized holding gains and losses on securities available for sale, net of taxes, are reported in other comprehensive income until realized. Premiums and discounts are recognized in interest income using the effective interest method and consider any optionality that may be embedded in the security.

Purchases and sales (and related gain or loss) of securities are recorded on the trade date, based on specific identification. Declines in the fair value of available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the other-than-temporary impairment (“OTTI”) is related to credit losses. The amount of the OTTI related to other factors is recognized in other comprehensive income. In estimating OTTI, management considers in developing its best estimate of cash flows, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the historic and implied volatility of the security, (iv) failure of the issuer to make scheduled interest payments and (v) changes to the rating of the security by a rating agency.

F-11

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Loans Held for Sale

Loans held for sale consist primarily of single-family residential mortgages funded through PrimeLending. These loans are generally on the consolidated balance sheet for no more than 30 days. Substantially all mortgage loans originated by PrimeLending are sold in the secondary market, servicing released, although it may retain servicing in limited circumstances. Mortgage loans held for sale are carried at fair value under the provisions of the Fair Value Option Subsections of the ASC (“Fair Value Option”). Changes in the fair value of the loans held for sale are recognized in earnings and fees and costs associated with origination are recognized as incurred.  The specific identification method is used to determine realized gains and losses on sales of loans, which are reported as net gains (losses) in noninterest income. Loans sold are subject to certain indemnification provisions with investors, including the repurchase of loans sold and repayment of certain sales proceeds to investors under certain conditions. The Bank guarantees PrimeLending’s performance with respect to the indemnification provisions included in purchase agreements with certain third parties.

Loans

Originated Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the amount of unpaid principal reduced by unearned income, net unamortized deferred fees and an allowance for loan losses. Unearned income on installment loans and interest on other loans is recognized using the effective interest method. Net fees received for providing loan commitments and letters of credit that result in loans are deferred and amortized to interest income over the life of the related loan, beginning with the initial borrowing. Net fees on commitments and letters of credit that are not expected to be funded are amortized to noninterest income over the commitment period. Income on direct financing leases is recognized on a basis that achieves a constant periodic rate of return on the outstanding investment.

Impaired loans include non-accrual loans, troubled debt restructurings and partially charged-off loans. The accrual of interest on impaired loans is discontinued when, in management’s opinion, there is a clear indication that the borrower’s cash flow may not be sufficient to meet principal and interest payments as they become due according to the terms of the loan agreement, which is generally when a loan is 90 days past due unless the loan is both well secured and in the process of collection. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is charged against income. If the ultimate collectibility of principal, wholly or partially, is in doubt, any payment received on a loan on which the accrual of interest has been suspended is applied to reduce principal to the extent necessary to eliminate such doubt.  Once the collection of the remaining recorded loan balance is fully expected, interest income is recognized on a cash basis.

The Bank originates loans to customers primarily in Dallas, Fort Worth, Arlington, Lubbock, Austin and San Antonio, Texas. Although the Bank has diversified loan and leasing portfolios and, generally, holds collateral against amounts advanced to customers, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the region and of the industries in which its debtors operate, which consist primarily of energy, agribusiness, wholesale/retail trade, construction and real estate. PrimeLending originates loans to customers in its offices, which are located throughout the United States. Substantially all mortgage loans originated by PrimeLending are sold in the secondary market, servicing released, although PrimeLending may retain servicing under certain conditions. FSC makes loans to customers through margin transactions.  FSC controls risk by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines, which may vary based upon market conditions. Securities owned by customers and held as collateral for margin loans are not included in the consolidated financial statements.

Acquired Loans

Management has defined the loans purchased in the PlainsCapital acquisition as acquired loans. Acquired loans are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan losses. Acquired loans were segregated between those considered to be credit impaired and those deemed performing. To make this determination, management considered such factors as past due status, nonaccrual status and credit risk ratings. The fair value of acquired performing loans was determined by discounting expected cash flows, both principal and interest, at

F-12

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

prevailing market interest rates. The difference between the fair value and principal balances due at acquisition date, the fair value discount, is accreted into income over the estimated life of each loan.

Acquired impaired, or purchased credit impaired (“PCI”), loans showed evidence of credit deterioration that makes it probable that all contractually required principal and interest payments will not be collected. Their fair value was initially based on an estimate of cash flows, both principal and interest, expected to be collected, discounted at prevailing market rates of interest. Management estimated cash flows using key assumptions such as default rates, loss severity rates assuming default, prepayment speeds and estimated collateral values. The excess of cash flows expected to be collected from a loan over its estimated fair value at acquisition is referred to as the accretable yield and is recognized in interest income using an effective yield method over the remaining life of the loan. Subsequent to acquisition, management must update these estimates of cash flows expected to be collected at each reporting date. These updates require the continued use of key assumptions and estimates, similar to those used in the initial estimate of fair value.

PCI loans with an accretable yield are not classified as non-performing even though collection of contractual payments may be in doubt because income is accreted on a loan-by-loan basis.

Allowance for Loan Losses

Originated Loans

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses inherent in the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses inherent in the loan portfolio at the balance sheet date. The allowance for loan losses includes allowance allocations calculated in accordance with the Receivables and Contingencies Topics of the ASC. The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions, and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond PlainsCapital’s control, including the performance of PlainsCapital’s loan portfolio, the economy and changes in interest rates.

PlainsCapital’s allowance for loan losses consists of three elements: (i) specific valuation allowances established for probable losses on impaired loans; (ii) general historical valuation allowances calculated based on historical loan loss experience for homogenous loans with similar characteristics and trends; and (iii) valuation allowances to adjust general reserves based on recent economic conditions and other qualitative risk factors both internal and external to PlainsCapital.

Acquired Loans

Purchased loans acquired in a business combination are recorded at their estimated fair value on their purchase date with no carryover of the related allowance for loan losses. Performing acquired loans are subsequently evaluated for any required allowance at each reporting date. An allowance for loan losses is calculated using a methodology similar to that described above for originated loans. The allowance as determined for each loan is compared to the remaining fair value discount for that loan. If greater, the excess is recognized as an addition to the allowance through a provision for loan losses. If less than the discount, no additional allowance is recorded. Charge-offs and losses first reduce any remaining fair value discount for the loan and once the discount is depleted, losses are applied against the allowance established for that loan.

For PCI loans, cash flows expected to be collected are recast at each reporting date for each loan. These evaluations require the continued use and updating of key assumptions and estimates such as default rates, loss severity given default and prepayment speed assumptions, similar to those used for the initial fair value estimate. Management judgment must be applied in developing these assumptions. If expected cash flows for a loan decreases, an increase in the allowance for loan losses is made through a charge to the provision for loan losses. If expected cash flows for a loan increase, any previously established allowance for loan losses is reversed and any remaining difference increases the accretable yield which will be taken into income over the remaining life of the loan.

F-13

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Assets Segregated for Regulatory Purposes

Under certain conditions, FSC may be required to segregate cash and securities in a special reserve account for the benefit of customers under Rule 15c3-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Assets segregated under the provisions of the Exchange Act are not available for general corporate purposes. FSC was required to segregate $19.0 million in cash and securities at December 31, 2012, which are included in other assets within the consolidated balance sheet. In addition, FSC was not required to segregate cash or securities in a special reserve account for the benefit of proprietary accounts of introducing broker-dealers at December 31, 2012.

Broker-Dealer and Clearing Organization Transactions

Amounts recorded in broker-dealer and clearing organization receivables and payables include securities lending activities, as well as amounts related to securities transactions for either FSC customers or for the account of FSC. Securities-borrowed and securities-loaned transactions are generally reported as collateralized financings except where letters of credit or other securities are used as collateral. Securities-borrowed transactions require FSC to deposit cash, letters of credit, or other collateral with the lender. With respect to securities loaned, FSC receives collateral in the form of cash or other assets in an amount generally in excess of the market value of securities loaned. FSC monitors the market value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as necessary. Interest income and interest expense associated with collateralized financings is included in the accompanying consolidated statements of operations.

Insurance Premiums Receivable

Insurance premiums receivable include premiums written and not yet collected. NLASCO routinely evaluates the receivable balance to determine if an allowance for uncollectible amounts is necessary. At December 31, 2012 and 2011, NLASCO determined that no valuation allowance was necessary.

Deferred Policy Acquisition Costs

Costs of acquiring insurance vary with and are primarily related to the successful acquisition of new and renewal business, primarily consisting of commissions, premium taxes and underwriting expenses, and are deferred and amortized over the terms of the policies or reinsurance treaties to which they relate. Proceeds from reinsurance transactions that represent recovery of acquisition costs reduce applicable unamortized acquisition costs in such a manner that net acquisition costs are capitalized and charged to expense in proportion to net revenue recognized. Future investment income is considered in determining the recoverability of deferred policy acquisition costs. NLASCO regularly reviews the categories of acquisition costs that are deferred and assesses the recoverability of this asset. A premium deficiency and a corresponding charge to income is recognized if the sum of the expected loss and loss adjustment expenses, unamortized policy acquisition costs, and maintenance costs exceed related unearned insurance premiums and anticipated investment income. At December 31, 2012 and 2011, there was no premium deficiency.

Reinsurance

In the normal course of business, NLASCO seeks to reduce the loss that may arise from catastrophes or other events that could cause unfavorable underwriting results by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers. Amounts recoverable from reinsurers are estimated in a manner consistent with the reinsured policy. NLASCO routinely evaluates the receivable balance to determine if any uncollectible balances exist.

Net insurance premiums earned, losses and loss adjustment expenses (“LAE”) and policy acquisition and other underwriting expenses are reported net of the amounts related to reinsurance ceded to other companies. Amounts recoverable from reinsurers related to the portions of the liability for losses and LAE and unearned insurance premiums ceded to them are reported as assets. Reinsurance assumed from other companies, including assumed premiums written and earned and losses and LAE, is accounted for in the same manner as direct insurance written.

F-14

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization computed principally on the straight-line method over the estimated useful lives of the assets, which range between 3 and 40 years.  Gains or losses on disposals of premises and equipment are included in results of operations.

Other Real Estate Owned

Real estate acquired through foreclosure is included in other assets within the consolidated balance sheets and is carried at management’s estimate of fair value less costs to sell. Any excess of recorded investment over fair value less cost to sell is charged against the allowance for loan losses when property is initially transferred to other real estate.  Subsequent to the initial transfer to other real estate, valuation adjustments are charged against earnings. Valuation adjustments, revenue and expenses from operations of the properties and resulting gains or losses on sale are included in other noninterest expense within the consolidated statements of operations.

Fee Award Receivable

In 2005, FSC participated in a monetization of future cash flows from several tobacco companies owed to a law firm under a settlement agreement (“Fee Award”). FSC estimated the amount and timing of the undiscounted expected cash flows from the receivable. The excess of the receivable’s cash flows expected to be collected over the amount paid is to be accreted into interest income over the remaining life of the receivable (accretable yield). Over the life of the Fee Award, FSC will continue to estimate cash flows expected to be collected and evaluate the receivable for possible impairment. The fee award receivable is included in other assets within the consolidated balance sheets.

Debt Issuance Costs

The Company capitalizes debt issuance costs associated with financing of debt. These costs are amortized on a straight-line basis, which approximates the effective interest method, over the repayment term of the loans. Debt issuance costs of $0.2 million were amortized for each of the years ended December 31, 2012, 2011, and 2010, which is included in interest expense within the consolidated statements of operations. In 2011, an additional $0.2 million of the unamortized balance was written down as a result of NLASCO purchasing $6.9 million of the Hilltop senior exchangeable notes in the open market. At December 31, 2012 and 2011, accumulated amortization was $1.6 million and $1.4 million, respectively.

Goodwill

Goodwill, which represents the excess of cost over the fair value of the net assets acquired, is allocated to reporting units and tested for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount should be assessed. The Company performs required annual impairment tests of its goodwill as of December 31st for its insurance reporting unit, while the acquired banking, mortgage origination and financial advisory reporting units will be tested for impairment annually as of October 1st. Prior to testing goodwill for impairment, the Company has the option to assess on a qualitative basis whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If determined, based on its assessment of qualitative factors that it is more likely than not that fair value of a reporting unit is less than its carrying amount, the Company will proceed to test goodwill for impairment as a part of a two-step process. First, the Company determines the fair value of a reporting unit and compares it to its carrying amount. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill.

Intangibles and Other Long-Lived Assets

Intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. The Company’s intangible assets primarily relate to core deposits,

F-15

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

customer and agent relationships, trade names and non-compete agreements. Intangible assets with definite useful lives are generally amortized on the straight-line method over their estimated lives, although certain intangibles, including core deposits and customer and agent relationships, are amortized on an accelerated basis. Amortization of intangible assets is recorded in other noninterest expense within the consolidated statements of operations. Intangible assets with indefinite useful lives are not amortized until their lives are determined to be definite. Intangible assets, premises and equipment, and other long-lived assets are tested for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Derivative Financial Instruments

PlainsCapital’s hedging policies permit the use of various derivative financial instruments to manage interest rate risk or to hedge specified assets and liabilities. In addition, PrimeLending executes interest rate lock commitments (“IRLCs”) with its customers, and FSC executes forward purchase commitments of mortgage-backed securities with its clients, that allow those customers to make mortgage loans at agreed upon rates. The IRLCs and forward purchase commitments meet the definition of a derivative under the provisions of the Derivatives and Hedging Topic of the ASC.

Derivatives are recorded at fair value in the consolidated balance sheets. To qualify for hedge accounting, derivatives must be highly effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the derivative contract. If derivative instruments are designated as hedges of fair values, the change in the fair value of both the derivative instrument and the hedged item are included in current earnings. Changes in the fair value of derivatives designated as hedges of cash flows are recorded in other comprehensive income. Actual cash receipts and/or payments and related accruals on derivatives related to hedges are recorded as adjustments to the line item where the hedged item’s effect on earnings is recorded.

During the life of the hedge, management formally assesses whether derivatives designated as hedging instruments continue to be highly effective in offsetting changes in the fair value or cash flows of hedged items. If management determines that a hedge has ceased to be highly effective, the Company will discontinue hedge accounting prospectively.  At such time, previous adjustments to the carrying value of the hedged item would be reversed into earnings, amounts recorded in other comprehensive income would be reclassified into earnings, the derivative instrument would be recorded at fair value and future changes in fair value would be reported in earnings.

Reserve for Losses and Loss Adjustment Expenses

The liability for losses and LAE includes an amount determined from loss reports and individual cases and an amount, based on past experience, for losses incurred but not reported. Such liabilities are necessarily based on estimates and, while management believes that the amount is adequate, the ultimate liability may be in excess of or less than the amounts provided. The methods for making such estimates and for establishing the resulting liability are continually reviewed, and any adjustments are reflected in earnings currently. The liability for losses and loss adjustment expenses has not been reduced for reinsurance recoverable.

Loss Contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.

Stock-Based Compensation

Stock-based compensation expense for all share-based awards granted is based on the grant date fair value estimated in accordance with the provisions of the Stock Compensation Topic of the ASC. The Company recognizes these compensation costs for only those awards expected to vest over the service period of the award.

F-16

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Advertising

Advertising costs are expensed as incurred. Advertising expense totaled $0.4 million, $34 thousand and $0.1 million during the years ended December 31, 2012, 2011 and 2010, respectively.

Income Taxes

Income taxes are accounted for under the asset and liability method.  Deferred tax assets and liabilities are recorded for the estimated future tax effects of the temporary difference between the tax basis and book basis of assets and liabilities reported in the accompanying consolidated balance sheets. The provision for income tax expense or benefit differs from the amounts of income taxes currently payable because certain items of income and expense included in the consolidated financial statements are recognized in different time periods by taxing authorities. Interest and penalties incurred related to tax matters are charged to other interest expense or other noninterest expense, respectively.

Benefits from uncertain tax positions are recognized in the consolidated financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority having full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of cumulative benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold are recognized in the reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold are derecognized in the reporting period in which that threshold is no longer met. The Company has not recorded any significant liabilities for uncertain tax positions.

Deferred tax assets, including net operating loss and tax credit carry forwards, are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that any portion of these tax attributes will not be realized. There was no valuation allowance recorded at December 31, 2012 or 2011.

Cash Flow Reporting

For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as the amount included in the consolidated balance sheets caption “Cash and due from banks” and the portion of the amount in the caption “Federal funds sold and securities purchased under agreements to resell” that represents federal funds sold. Cash equivalents have original maturities of three months or less.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares, while diluted net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of such common shares and dilutive share equivalents. Dilutive share equivalents result from the assumed exercise of employee stock options and redemption of senior exchangeable notes and are calculated using the treasury stock method.

F-17

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2. Acquisition

After the close of business on November 30, 2012, Hilltop acquired PlainsCapital in a stock and cash transaction. PlainsCapital merged with and into Meadow Corporation, a wholly owned subsidiary of Hilltop, with Meadow Corporation continuing as the surviving entity under the name “PlainsCapital Corporation.”

As a result of the Merger, each outstanding share of PlainsCapital common stock was converted into the right to receive 0.776 shares of Hilltop common stock and $9.00 in cash, and each outstanding share of PlainsCapital Non-Cumulative Perpetual Preferred Stock, Series C, all the outstanding shares of which are held by the United States Department of the Treasury, was converted into one share of Hilltop Non-Cumulative Perpetual Preferred Stock, Series B (the “Hilltop Series B Preferred Stock”).

The components of the consideration paid are shown in the following table (in thousands).

Fair value of consideration paid:
Common stock issued	$	387,584
Preferred stock issued	114,068
Cash	311,805
Total consideration paid	$	813,457

The resulting fair values of the identifiable assets acquired, and liabilities assumed, of PlainsCapital at December 1, 2012 are summarized in the following table (in thousands).

Cash and due from banks	$	393,132
Federal funds sold and securities purchased agreements to resell	84,352
Securities	730,779
Loans held for sale	1,520,833
Loans, net	3,195,309
Broker-dealer and clearing organization receivables	149,457
Premises and equipment	96,886
Other intangible assets	70,650
Other assets	241,876
Total identifiable assets acquired	6,483,274
Deposits	4,463,069
Broker-dealer and clearing organization payables	263,894
Short-term borrowings	914,062
Notes payable	10,855
Junior subordinated debentures	67,012
Other liabilities	180,998
Total liabilities assumed	5,899,890
Net identifiable assets acquired	583,384
Goodwill resulting from the acquisition	230,073
Net assets acquired	$	813,457

The initial goodwill of $230.1 million resulting from the acquisition represents the inherent long-term value expected from the business opportunities created from combining PlainsCapital with Hilltop. The Company used significant estimates and assumptions to value the identifiable assets acquired and liabilities assumed. The purchase date valuations are considered preliminary and are subject to change for up to one year after the acquisition date. While the Company is in the process of finalizing its purchase price allocation, significant changes are not anticipated.The amount of goodwill recorded in connection with the Company’s acquisition of PlainsCapital is not deductible for tax purposes. For further information regarding goodwill, refer to Note 8.

F-18

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The results of operations acquired in the PlainsCapital transaction have been included in Hilltop’s financial results since December 1, 2012. The following table discloses the impact of PlainsCapital (excluding the impact of acquisition-related merger and restructuring charges discussed below) since the acquisition date through December 31, 2012 (in thousands). The table also presents pro forma results had the acquisition taken place on January 1, 2011. The pro forma financial information combines the historical results of Hilltop and PlainsCapital and includes the estimated impact of purchase accounting adjustments. The purchase accounting adjustments reflect the impact of recording the acquired loans at fair value, including the estimated accretion of the purchase discount on the loan portfolio and related adjustments to PlainsCapital’s provision for loan losses. Accretion estimates were based on the acquisition date purchase discount on the loan portfolio, as it was not practicable to determine the amount of discount that would have been recorded based on economic conditions that existed on January 1, 2011. The pro forma results do not include any potential operating cost savings as a result of the acquisition. Further, certain costs associated with any restructuring or integration activities are also not reflected in the pro forma results. Pro forma results for 2011 and 2012 include the acquisition-related merger and restructuring charges incurred during the period. The pro forma results are not indicative of what would have occurred had the acquisition taken place on the indicated date.

	PlainsCapital		Pro Forma Combined
	Acquisition Date		Twelve Months Ended
	through		December 31,
	December 31, 2012		2012		2011
Net interest income	$	24,029	$	221,635	$	225,436
Other revenues	70,085		901,347		616,582
Net income	8,361		75,138		63,067

Merger-related expenses of $6.6 million associated with the PlainsCapital acquisition are included in noninterest expense within the consolidated statements of operations for 2012. Such expenses were for professional services and other incremental costs associated with the integration of operations.

In connection with the acquisition of PlainsCapital, Hilltop acquired loans both with and without evidence of credit quality deterioration since origination. The acquired loans were initially recorded at fair value with no carryover of any allowance for loan losses. For further information regarding the Company’s accounting policies for loans acquired in business combinations, refer to Note 1.

Acquired loans at the acquisition date are presented in the following table (in thousands).

	Acquired		Acquired		Total Acquired
Acquired Loans	Impaired		Performing		Loans
Commercial and industrial	$	74,911	$	1,684,706	$	1,759,617
Real estate	63,866		1,077,295		1,141,161
Construction and land development	34,008		232,313		266,321
Consumer	79		28,131		28,210
Total	$	172,864	$	3,022,445	$	3,195,309

The following table presents information about the PCI loans at acquisition (in thousands).

Contractually required principal and interest payments	$	252,818
Nonaccretable difference	61,527
Cash flows expected to be collected	191,291
Accretable difference	18,427
Fair value of loans acquired with a deterioration of credit quality	$	172,864

F-19

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The following table presents information about the acquired performing loans at acquisition (in thousands).

Contractually required principal and interest payments	$	3,498,554
Contractual cash flows not expected to be collected	92,526
Fair value at acquisition	3,022,445

The following table presents the outstanding contractual balance and the carrying value of the PCI loans at December 31, 2012 (in thousands).

Carrying amount	$	166,780
Oustanding balance	222,674

Changes in the accretable yield for the PCI loans for the month ended December 31, 2012, were as follows (in thousands).

Balance, December 1, 2012	$	18,427
Disposals of loans	22
Accretion	851
Balance, December 31, 2012	$	17,554

3. Fair Value Measurements

Fair Value Measurements and Disclosures

Hilltop determines fair values in compliance with The Fair Value Measurements and Disclosures Topic of the ASC (the “Fair Value Topic”). The Fair Value Topic defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Topic assumes that transactions upon which fair value measurements are based occur in the principal market for the asset or liability being measured. Further, fair value measurements made under the Fair Value Topic exclude transaction costs and are not the result of forced transactions.

The Fair Value Topic creates a fair value hierarchy that classifies fair value measurements based upon the inputs used in valuing the assets or liabilities that are the subject of fair value measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, as indicated below.

·Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.

·Level 2 Inputs: Observable inputs other than Level 1 prices. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, prepayment speeds, default rates, credit risks, loss severities, etc.), and inputs that are derived from or corroborated by market data, among others. Based on management’s understanding of the methodologies used by our pricing service, our applicable investments have been valued in accordance with GAAP valuation principles.

·Level 3 Inputs: Unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Level 3 inputs include pricing models and discounted cash flow techniques, among others.

F-20

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Fair Value Option

Hilltop has elected to measure substantially all of PrimeLending’s mortgage loans held for sale and certain time deposits at fair value under the provisions of the Fair Value Option. Hilltop elected to apply the provisions of the Fair Value Option to these items so that it would have the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Hilltop determines the fair value of the financial instruments accounted for under the provisions of the Fair Value Option in compliance with the provisions of the Fair Value Topic of the ASC discussed above.

At December 31, 2012, the aggregate fair value of PrimeLending loans held for sale accounted for under the Fair Value Option was $1.40 billion, while the unpaid principal balance of those loans was $1.36 billion. The interest component of fair value is reported as interest income on loans in the accompanying consolidated statements of operations.

Hilltop holds a number of financial instruments that are measured at fair value on a recurring basis, either by the application of Fair Value Option or other authoritative pronouncements. The fair values of those instruments are determined as described below.

Cash and Cash Equivalents — For cash and due from banks and federal funds sold, the carrying amount is a reasonable estimate of fair value.

Available For Sale Securities — Most securities available for sale are reported at fair value using Level 2 inputs. The Company obtains fair value measurements from independent pricing services. As the Company is responsible for the determination of fair value, control processes are designed to ensure that the fair values received from independent pricing services are reasonable and the valuation techniques and assumptions used appear reasonable and consistent with prevailing market conditions. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the financial instruments’ terms and conditions, among other things. For public common and preferred equity stocks, the determination of fair value uses Level 1 inputs based on observable market transactions. Regarding the note receivable and warrants, the determination of fair value uses Level 3 inputs such as internal or external fund manager valuations based on unobservable inputs including recent filings, operating results, balance sheet stability, growth and other business and market sector fundamentals.

Trading Securities — Trading securities are reported at fair value using Level 2 inputs in the same manner as discussed previously for securities available for sale.

Loans Held for Sale — Mortgage loans held for sale are reported at fair value, as discussed above, using Level 2 inputs that consist of commitments on hand from investors or prevailing market prices. These instruments are held for relatively short periods, typically no more than 30 days. As a result, changes in instrument-specific credit risk are not a significant component of the change in fair value.

Deposits — As discussed previously, certain time deposits are reported at fair value by virtue of an election under the provisions of Fair Value Option. Fair values are determined using Level 2 inputs that consist of observable rates paid on instruments of the same tenor in the brokered certificate of deposit market.

Derivatives — Derivatives are reported at fair value using Level 2 inputs. PlainsCapital uses dealer quotes to determine the fair value of interest rate swaps used to hedge time deposits. PrimeLending and FSC use dealer quotes to value forward purchase commitments and forward sale commitments, respectively, executed for both hedging and non-hedging purposes. PrimeLending also issues IRLCs to its customers and FSC issues forward purchase commitments to its clients that are valued based on the change in the fair value of the underlying mortgage loan from inception of the IRLC or purchase commitment to the balance sheet date, adjusted for projected loan closing rates. PrimeLending determines the value of the underlying mortgage loan as discussed in “Loans Held for Sale”, above. FSC determines the value of the underlying mortgage loan from prices of comparable securities used to value forward sale commitments.

Mortgage servicing asset — The mortgage servicing asset is reported at fair value using Level 3 inputs. Fair value is determined by projecting net servicing cash flows, which are then discounted to estimate the fair value. The fair value of the mortgage servicing asset is impacted by a variety of factors, including prepayment assumptions, discount rates, delinquency rates, contractually specified servicing fees, servicing costs and underlying portfolio characteristics.

F-21

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The following table presents information regarding financial assets and liabilities measured at fair value on a recurring basis (in thousands).

	December 31, 2012
	Level 1		Level 2		Level 3		Total
	Inputs		Inputs		Inputs		Fair Value
Cash and cash equivalents	$	725,162	$	—	$	—	$	725,162
Loans held for sale	—		1,399,174		—		1,399,174
Available for sale securities	—		934,676		56,277		990,953
Trading securities	—		90,113		—		90,113
Derivative assets	—		15,697		—		15,697
Mortgage servicing asset	—		—		2,080		2,080
Time deposits	—		1,073		—		1,073
Trading liabilities	—		3,164		—		3,164
Derivative liabilities	—		1,080		—		1,080

	December 31, 2011
	Level 1		Level 2		Level 3		Total
	Inputs		Inputs		Inputs		Fair Value
Cash and cash equivalents	$	578,520	$	—	$	—	$	578,520
Available for sale securities	19,022		144,801		60,377		224,200

The following table includes a rollforward for those financial instruments measured at fair value using Level 3 inputs (in thousands).

								Total Gains or Losses (Realized or Unrealized)
	Balance at Beginning of Period		Purchases		Sales			Included in Net Income (Loss)			Included in Other Comprehensive Income (Loss)			Balance at End of Period
Year ended December 31, 2012
Note receivable and warrants	$	60,377	$	—	$	—		$	—		$	(4,100	)	$	56,277
Mortgage servicing asset	—		1,890		—			190			—			2,080
Total	$	60,377	$	1,890	$	—		$	190		$	(4,100	)	$	58,357
Year ended December 31, 2011
Note receivable and warrants	$	—	$	50,709	$	—		$	—		$	9,668		$	60,377
Total	$	—	$	50,709	$	—		$	—		$	9,668		$	60,377
Year ended December 31, 2010
Note receivable and warrants	$	115	$	—	$	(17	)	$	(101	)	$	3		$	—
Total	$	115	$	—	$	(17	)	$	(101	)	$	3		$	—

All net unrealized gains in the table above are reflected in the accompanying consolidated financial statements. The unrealized gains for the years ended December 31, 2012 and 2011 relate to the securities still held at December 31, 2012. In July 2011, Hilltop made a $50.0 million term loan to SWS Group, Inc. (“SWS”), and in turn, SWS issued to Hilltop warrants to purchase its common stock. Both the term loan and the warrants are classified as a Level 3 investment.

The SWS term loan cash flow model utilizes yield estimates based on comparable securities in the market. Interest rate is the most significant unobservable input. An increase or decrease in the discount rate would result in an increase or decrease in the fair value measurement of the term loan.

The warrants are valued utilizing a binomial model. SWS common stock price and its related volatility, an unobservable input, are the most significant inputs into the model and, therefore, decreases or increases, respectively, to the stock price would result in a significant change in the fair value measurement of the warrants.

During the year ended December 31, 2010, the Company sold two Level 3 commercial mortgage-backed securities measured at fair value using Level 3 inputs. Realized losses relate to those financial instruments sold by the Company during the year ended December 31, 2010. The Company had no transfers between Levels 1 and 2 during the years ended December 31, 2012, 2011 and 2010.

F-22

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The following table presents the changes in fair value for instruments that are reported at fair value under an election under the Fair Value Option (in thousands).

	Changes in Fair Value for Assets and Liabilities Reported at Fair Value under Fair Value Option
	Year Ended December 31, 2012								Year Ended December 31, 2011
				Other		Total					Other		Total
	Net Gains from			Noninterest		Changes in			Net Gains from		Noninterest		Changes in
	Sale of Loans			Income		Fair Value			Sale of Loans		Income		Fair Value
Loans held for sale	$	(3,297	)	$	—	$	(3,297	)	$	—	$	—	$	—
Other assets	190			—		190			—		—		—
Time deposits	—			7		7			—		—		—

Hilltop also determines the fair value of certain assets and liabilities on a non-recurring basis. In particular, the fair value of all of the assets and liabilities purchased in the PlainsCapital transaction was determined at the acquisition date. In addition, facts and circumstances may dictate a fair value measurement when there is evidence of impairment. Assets and liabilities measured on a non-recurring basis include the items discussed below.

Impaired Loans — As discussed in Note 2, Hilltop reports impaired loans at fair value through allocations of the allowance for loan losses. Hilltop acquired PCI loans with a fair value of $172.9 million at acquisition. The fair value of PCI loans was determined using Level 3 inputs, including estimates of expected cash flows that incorporated assumptions regarding default rates, loss severity rates assuming default, prepayment speeds and estimated collateral values. At December 31, 2012, the carrying value of PCI loans was $166.8 million, which is a reasonable estimate of fair value given the short period of time since the acquisition date.

Other Real Estate Owned — Hilltop reports other real estate owned at fair value less estimated cost to sell. Any excess of recorded investment over fair value less cost to sell is charged against the allowance for loan losses when property is initially transferred to other real estate. Subsequent to the initial transfer to other real estate, valuation adjustments are charged against earnings. The Company primarily determines fair value using Level 2 inputs consisting of independent appraisals.  At December 31, 2012, the estimated fair value of other real estate owned was $11.1 million.

The Fair Value of Financial Instruments Subsection of the ASC requires disclosure of the fair value of financial assets and liabilities, including the financial assets and liabilities previously discussed. The methods for determining estimated fair value for financial assets and liabilities measured at fair value on a recurring or non-recurring basis are discussed above. For other financial assets and liabilities, Hilltop utilizes quoted market prices, if available, to estimate the fair value of financial instruments. Because no quoted market prices exist for a significant portion of Hilltop’s financial instruments, the fair value of such instruments has been derived based on management’s assumptions with respect to future economic conditions, the amount and timing of future cash flows, and estimated discount rates. Different assumptions could significantly affect these estimates. Accordingly, the estimates provided herein do not necessarily indicate amounts which could be realized in a current transaction. Further, as it is management’s intent to hold a significant portion of its financial instruments to maturity, it is not probable that the fair values shown below will be realized in a current transaction.

Because of the wide range of permissible valuation techniques and the numerous estimates which must be made, it may be difficult to make reasonable comparisons of Hilltop’s fair value information to that of other financial institutions. The aggregate estimated fair value amount should in no way be construed as representative of the underlying value of Hilltop and its subsidiaries.

As noted above, the fair value of all of the assets and liabilities purchased in the PlainsCapital transaction was determined at the acquisition date.  Given the relatively short period of time that has elapsed since the acquisition date, the fair value of the financial assets and liabilities shown as of December 31, 2012 is equal to its carrying value in most cases. The following methods and assumptions are typically used in estimating the fair value disclosures for financial instruments:

Loans Held for Sale — Estimated fair values of loans held for sale are based on commitments on hand from investors or prevailing market prices. The carrying amount of mortgage loans held for sale has been adjusted to fair value under the provisions of the Fair Value Option.

F-23

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Securities — For securities available for sale and trading securities, the carrying amount is a reasonable estimate of fair value.

Loans — The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Broker-Dealer and Clearing Organization Receivables — The carrying amount approximates their fair value.

Fee Award Receivable — The carrying amount approximates fair value.

Deposit Liabilities — The estimated fair value of demand deposits, savings accounts and NOW accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The carrying amount for variable-rate certificates of deposit approximates their fair values.

Broker-Dealer and Clearing Organization Payables — The carrying amount approximates their fair value.

Short-Term Borrowings — The carrying amounts of federal funds purchased, borrowings under repurchase agreements and other short-term borrowings approximate their fair values.

Debt — The fair values are estimated using discounted cash flow analysis based on current incremental borrowing rates for similar types of borrowing arrangements.

The following table presents the carrying values and estimated fair values of financial instruments are shown below (in thousands).

			Estimated Fair Value
	Carrying		Level 1		Level 2		Level 3
December 31, 2012	Amount		Inputs		Inputs		Inputs		Total
Financial assets
Cash and short-term investments	$	725,162	$	725,162	$	—	$	—	$	725,162
Securities	1,399,944		—		1,399,944		—		1,399,944
Loans held for sale	1,081,066		—		1,081,066		—		1,081,066
Loans, net	3,148,987		—		—		3,148,987		3,148,987
Broker-dealer and clearing organization receivables	145,564		—		145,564		—		145,564
Fee award receivable	18,467		—		18,467		—		18,467
Cash surrender value of life insurance policies	24,086		—		24,086		—		24,086
Interest rate swaps, interest rate lock commitments (“IRLCs”) and forward purchase commitments	15,697		—		15,697		—		15,697
Mortgage servicing asset	2,080		—		—		2,080		2,080
Accrued interest receivable	15,185		—		15,185		—		15,185
Financial liabilities
Deposits	4,700,461		—		4,698,848		—		4,698,848
Broker-dealer and clearing organization payables	187,990		—		187,990		—		187,990
Other trading liabilities	3,164		—		3,164		—		3,164
Short-term borrowings	728,250		—		728,250		—		728,250
Debt	208,551		—		217,092		—		217,092
Forward purchase commitments	1,080		—		1,080		—		1,080
Accrued interest payable	1,911		—		1,911		—		1,911

December 31, 2011
Financial assets
Cash and short-term investments	$	578,520	$	578,520	$	—	$	—	$	578,520
Securities	224,200		—		224,200		—		224,200
Financial liabilities:
Debt	131,450		—		129,989		—		129,989

The deferred income amounts arising from unrecognized financial instruments are not significant. These financial instruments also have contractual interest rates at or above current market rates. Therefore, no fair value disclosure is provided for these items.

F-24

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

4. Securities

The amortized cost and fair value of available for sale securities are summarized as follows (in thousands).

			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
December 31, 2012
U. S. government agencies:
Bonds	$	531,934	$	1,804	$	(316	)	$	533,422
Residential mortgage-backed securities	23,024		627		(70		)	23,581
Collateralized mortgage obligations	96,074		54		(79		)	96,049
Corporate debt securities	79,600		7,589		—			87,189
States and political subdivisions	175,004		68		(2,138		)	172,934
Commercial mortgage-backed securities	1,001		72		—			1,073
Equity securities	19,289		1,139		—			20,428
Note receivable	40,508		3,652		—			44,160
Warrants	12,068		49		—			12,117
Totals	$	978,502	$	15,054	$	(2,603	)	$	990,953
December 31, 2011
U. S. government agencies:
Bonds	$	27,729	$	1,439	$	(3	)	$	29,165
Corporate debt securities	93,452		7,406		(177		)	100,681
Residential mortgage-backed securities	11,708		944		—			12,652
Commercial mortgage-backed securities	2,277		36		(10		)	2,303
Equity securities	16,813		2,462		(253		)	19,022
Note receivable	38,641		—		(53		)	38,588
Warrants	12,068		9,721		—			21,789
Totals	$	202,688	$	22,008	$	(496	)	$	224,200

Included within the available for sale equity securities are 1,475,387 shares of SWS common stock. Furthermore, available for sale securities include a senior unsecured loan to SWS in a principal amount of $50.0 million pursuant to a credit agreement, which loan bears interest of 8.0% per annum, is prepayable by SWS subject to certain conditions after three years, and has a maturity of five years. SWS issued Hilltop warrants to purchase 8,695,652 shares of SWS common stock, $0.10 par value per share, exercisable at a price of $5.75 per share subject to anti-dilution adjustments. If the warrants were fully exercised, Hilltop would own 24.6% of SWS.

F-25

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Information regarding available for sale securities that were in an unrealized loss position is shown in the following tables (dollars in thousands).

	December 31, 2012					December 31, 2011
	Number of			Unrealized		Number of			Unrealized
	Securities	Fair Value		Losses		Securities	Fair Value		Losses
U. S. government agencies:
Bonds:
Unrealized loss for less than twelve months	16	$	238,732	$	316	2	$	1,695	$	3
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	16	238,732		316		2	1,695		3
Mortgage-backed:
Unrealized loss for less than twelve months	7	12,279		70		—	—		—
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	7	12,279		70		—	—		—
Collateralized mortgage obligations:
Unrealized loss for less than twelve months	8	38,887		79		—	—		—
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	8	38,887		79		—	—		—
Corporate debt securities:
Unrealized loss for less than twelve months	—	—		—		5	5,254		177
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	—	—		—		5	5,254		177
States and political subdivisions:
Unrealized loss for less than twelve months	224	156,458		2,136		—	—		—
Unrealized loss for twelve months or longer	1	206		2		—	—		—
	225	156,664		2,138		—	—		—
Commercial mortgage-backed securities:
Unrealized loss for less than twelve months	—	—		—		1	487		10
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	—	—		—		1	487		10
Equity securities:
Unrealized loss for less than twelve months	—	—		—		38	8,476		253
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	—	—		—		38	8,476		253
Note receivable:
Unrealized loss for less than twelve months	—	—		—		1	38,588		53
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	—	—		—		1	38,588		53
Total available for sale:
Unrealized loss for less than twelve months	255	446,356		2,601		47	54,500		496
Unrealized loss for twelve months or longer	1	206		2		—	—		—
	256	$	446,562	$	2,603	47	$	54,500	$	496

During the years ended December 31, 2012 and 2011, the Company did not record any other-than-temporary impairments.  During 2010, the Company took other-than-temporary impairments and recognized a loss in earnings of $0.1 million. While all of the investments are monitored for potential other-than-temporary impairment, our analysis and experience indicate that these investments generally do not present a great risk of other-than-temporary-impairment, as fair value should recover over time. Factors considered in the Company’s analysis include the reasons for the unrealized loss position, the severity and duration of the unrealized loss position, credit worthiness, and forecasted performance of the investee. While some of the securities held in the investment portfolio have decreased in value since the date of acquisition, the severity of loss and the duration of the loss position are not believed to be significant enough to warrant other-than-temporary impairment of the securities. The Company does not intend, nor is it likely that the Company will be required to sell these securities before the recovery of the cost basis; and, therefore, management does not believe any other-than-temporary impairments exist at December 31, 2012.

F-26

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Expected maturities may differ from contractual maturities because certain borrowers may have the right to call or prepay obligations with or without penalties. The amortized cost and fair value of securities, excluding trading and available for sale equity securities, at December 31, 2012, are shown by contractual maturity below (in thousands).

	Amortized
	Cost		Fair Value
Due in one year or less	$	28,357	$	28,562
Due after one year through five years	132,568		140,906
Due after five years through ten years	39,769		43,455
Due after ten years	638,420		636,899
	839,114		849,822
Mortgage-backed securities	23,024		23,581
Collateralized mortgage obligations	96,074		96,049
Commercial mortgage-backed securities	1,001		1,073
	$	959,213	$	970,525

For the years ended December 31, 2012, 2011, and 2010, Hilltop received proceeds from the sale of securities of $4.9 million, $12.9 million, and $16.7 million, respectively, and realized gross gains of $0.1 million, $0.9 million, and $0.3 million, respectively. Hilltop determines the cost of securities sold by specific identification.

FSC realized net losses from its trading securities portfolio of $0.3 million during the month ended December 31, 2012. The net losses are recorded as a component of other noninterest income within the consolidated statements of operations.

Securities with a carrying amount of $635.2 million at December 31, 2012 (with a fair value of $633.4 million) were pledged to secure public and trust deposits, federal funds purchased and securities sold under agreements to repurchase, and for other purposes as required or permitted by law.

Mortgage-backed securities and collateralized mortgage obligations consist principally of Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) pass-through and participation certificates. GNMA securities are guaranteed by the full faith and credit of the United States, while FNMA and FHLMC securities are fully guaranteed by those respective United States government-sponsored agencies, and conditionally guaranteed by the full faith and credit of the United States.

At December 31, 2012 and 2011, NLASCO had on deposit in custody for various state insurance departments investments with carrying values of approximately $9.3 million and $8.5 million, respectively.

5. Loans and Allowance for Loan Losses

Loans summarized by category at December 31, 2012 are as follows (in thousands). There were no loans at December 31, 2011.

Commercial and industrial	$	1,660,293
Real estate	1,184,237
Construction and land development	280,474
Consumer	27,392
	3,152,396
Allowance for loan losses	(3,409		)
Total loans, net of allowance	$	3,148,987

F-27

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

PlainsCapital has lending policies in place with the goal of establishing an asset portfolio that will provide a return on stockholders’ equity sufficient to maintain capital to assets ratios that meet or exceed established regulatory guidelines. Loans are underwritten with careful consideration of the borrower’s financial condition, the specific purpose of the loan, the primary sources of repayment and any collateral pledged to secure the loan.

Underwriting procedures address financial components based on the size or complexity of the credit. The financial components include but are not limited to current and projected global cash flows, shock analysis and/or stress testing, and trends in appropriate balance sheet and statement of operations ratios. Collateral analysis includes a complete description of the collateral, as well as determining values, monitoring requirements, loan to value ratios, concentration risk, appraisal requirements and other information relevant to the collateral being pledged. Guarantor analysis includes liquidity and global cash flow analysis based on the significance the guarantors are expected to serve as secondary repayment sources. PlainsCapital’s underwriting standards are governed by adherence to its loan policy. The loan policy provides for specific guidelines by portfolio segment, including commercial and industrial, real estate, construction and land development, and consumer loans. Within each individual portfolio segment, permissible and impermissible loan types are explicitly outlined. Within the loan types, minimum requirements for the underwriting factors listed above are provided.

PlainsCapital maintains a loan review department that reviews credit risk in response to both external and internal factors that potentially impact the performance of either individual loans or the overall loan portfolio. The loan review process reviews the creditworthiness of borrowers and determines compliance with the loan policy. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel.  Results of these reviews are presented to management and the Bank’s Board of Directors.

Impaired loans exhibit a clear indication that the borrower’s cash flow may not be sufficient to meet principal and interest payments, which is generally when a loan is 90 days past due unless the asset is both well secured and in the process of collection. Impaired loans include non-accrual loans, troubled debt restructurings (“TDRs”), PCI loans and partially charged-off loans.

PCI loans at December 31, 2012 are summarized by class in the following table (in thousands). There were no impaired loans at December 31, 2012 other than PCI loans. There were no impaired loans at December 31, 2011.

	Unpaid						Total
	Contractual		Nonaccretable		Accretable		Recorded
	Principal Balance		Difference		Yield		Investment
Commercial and industrial:
Secured	$	91,633	$	24,982	$	6,114	$	67,967
Unsecured	12,198		8,707		472		3,419
Real estate:
Secured by commercial properties	66,736		15,816		7,294		55,519
Secured by residential properties	8,690		2,251		557		6,728
Construction and land development:
Residential construction loans	14,787		2,903		1,165		11,776
Commercial construction loans and land development	28,538		6,703		1,942		21,294
Consumer	92		16		9		77
	$	222,674	$	61,378	$	17,553	$	166,780

Interest income recorded on accruing impaired loans was $0.9 million for the month ended December 31, 2012. Interest income recorded on non-accrual loans in 2012 was nominal. At December 31, 2012, PlainsCapital had no unadvanced commitments to borrowers whose loans have been restructured in troubled debt restructurings.

Non-accrual loans at December 31, 2012, were $1.8 million, all of which were real estate loans secured by residential properties that are classified as held for sale and carried at fair value. All PCI loans are considered to be performing due to the application of the accretion method. There were no non-accrual loans at December 31, 2011.

F-28

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

PlainsCapital classifies loan modifications as TDRs when it concludes that it has both granted a concession to a debtor and that the debtor is experiencing financial difficulties. Loan modifications are typically structured to create affordable payments for the debtor and can be achieved in a variety of ways. PlainsCapital modifies loans by reducing interest rates and/or lengthening loan amortization schedules. PlainsCapital also reconfigures a single loan into two or more loans (“A/B Note”). The typical A/B Note restructure results in a “bad” loan which is charged off and a “good” loan or loans the terms of which comply with the Bank’s customary underwriting policies. The debt charged off on the “bad” loan is not forgiven to the debtor.

No acquired performing loans or loans originated subsequent to the acquisition date have been modified in a TDR.

An analysis of the aging of PlainsCapital’s loan portfolio at December 31, 2012 is shown in the following table (in thousands).

											Accruing Loans
	Loans Past Due		Loans Past Due		Total		Current		Total		Past Due
	30-89 Days		90 Days or More		Past Due Loans		Loans		Loans		90 Days or More
Commercial and industrial:
Secured	$	12,858	$	7,175	$	20,033	$	1,531,499	$	1,551,532	$	2,000
Unsecured	3		—		3		108,758		108,761		—
Real estate:
Secured by commercial properties	2,616		2,406		5,022		980,988		986,010		—
Secured by residential properties	3,075		199		3,274		194,953		198,227		—
Construction and land development:
Residential construction loans	156		2,435		2,591		99,825		102,416		—
Commercial construction loans and land development	696		2,374		3,070		174,988		178,058		—
Consumer	84		—		84		27,308		27,392		—
	$	19,488	$	14,589	$	34,077	$	3,118,319	$	3,152,396	$	2,000

Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, (iv) net charge-offs, and (v) general economic conditions in the state and local markets.

PlainsCapital utilizes a risk grading matrix to assign a risk grade to each of the loans in its portfolio. A risk rating is assigned based on an assessment of the borrower’s management, collateral position, financial capacity, and economic factors. The general characteristics of the various risk grades are described below.

Pass— “Pass” loans present a range of acceptable risks to the Bank. Loans that would be considered virtually risk-free are rated Pass — low risk.  Loans that exhibit sound standards based on the grading factors above and present a reasonable risk to the Bank are rated Pass — normal risk.  Loans that exhibit a minor weakness in one or more of the grading criteria but still present an acceptable risk to the Bank are rated Pass — high risk. Pass — high risk loans include PCI loans that are currently performing.

Special Mention— A “Special Mention” asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in a deterioration of the repayment prospects for the asset and weaken the Bank’s credit position at some future date. Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to require adverse classification.

Substandard— “Substandard” loans are inadequately protected by the current sound worth and paying capacity of the obligor or the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Many substandard loans are considered impaired.

F-29

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The following table presents the internal risk grades of loans, as previously described, in the portfolio at December 31, 2012 by class (in thousands).

	Pass		Special Mention		Substandard		Total
Commercial and industrial:
Secured	$	1,525,144	$	4,662	$	21,726	$	1,551,532
Unsecured	106,691		200		1,870		108,761
Real estate:
Secured by commercial properties	970,525		370		15,115		986,010
Secured by residential properties	194,667		—		3,560		198,227
Construction and land development:
Residential construction loans	98,021		—		4,395		102,416
Commercial construction loans and land development	171,806		3,482		2,770		178,058
Consumer	27,392		—		—		27,392
	$	3,094,246	$	8,714	$	49,436	$	3,152,396

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses inherent in the existing portfolio of loans. Management has responsibility for determining the level of the allowance for loan losses, subject to review by the Audit Committee of our Board of Directors and the Directors’ Loan Review Committee of the Bank’s Board of Directors.

It is management’s responsibility at the end of each quarter, or more frequently as deemed necessary, to analyze the level of the allowance for loan losses to ensure that it is appropriate for the estimated credit losses in the portfolio consistent with the Interagency Policy Statement on the Allowance for Loan and Lease Losses and the Receivables and Contingencies Topics of the ASC. Estimated credit losses are the probable current amount of loans that the Company will be unable to collect given facts and circumstances as of the evaluation date. When management determines that a loan or portion thereof, is uncollectible, the loan, or portion thereof, is charged off against the allowance for loan losses. Any subsequent recovery of charged-off loans is added back to the allowance for loan losses. As a result of the Merger on November 30, 2012, PlainsCapital’s loan portfolio is now designated into two populations, acquired and originated loans. The allowance for loan losses is calculated separately for the purchased and originated loans.

Originated Loans

The Company has developed a methodology that seeks to determine an allowance within the scope of the Receivables and Contingencies Topics of the ASC. Each of the loans that has been determined to be impaired is within the scope of the Receivables Topic and is individually evaluated for impairment using one of three impairment measurement methods as of the evaluation date: (1) the present value of expected future discounted cash flows on the loan, (2) the loan’s observable market price, or (3) the fair value of the collateral if the loan is collateral dependent. Specific reserves are provided in our estimate of the allowance based on the measurement of impairment under these three methods, except for collateral dependent loans, which require the fair value method. All non-impaired loans are within the scope of the Contingencies Topic. Estimates of loss for the Contingencies Topic are calculated based on historical loss experience by loan portfolio segment adjusted for changes in trends, conditions, and other relevant factors that affect repayment of loans as of the evaluation date. While historical loss experience provides a reasonable starting point for the analysis, historical losses, or recent trends in losses, are not the sole basis upon which to determine the appropriate level for the allowance for loan losses. Management considers recent qualitative or environmental factors that are likely to cause estimated credit losses associated with the existing portfolio to differ from historical loss experience, including but not limited to: changes in lending policies and procedures; changes in underwriting standards; changes in economic and business conditions and developments that affect the collectibility of the portfolio; the condition of various market segments; changes in the nature and volume of the portfolio and in the terms of loans; changes in lending management and staff; changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans; changes in the loan review system; changes in the value of underlying collateral for collateral-dependent loans; and any concentrations of credit and changes in the level of such concentrations.

F-30

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The loan review program is designed to identify and monitor problem loans by maintaining a credit grading process, ensuring that timely and appropriate changes are made to the loans with assigned risk grades and coordinating the delivery of the information necessary to assess the appropriateness of the allowance for loan losses. Loans are evaluated for impairment when: (i) payments on the loan are delayed, typically by 90 days or more (unless the loan is both well secured and in the process of collection), (ii) the loan becomes classified, (iii) the loan is being reviewed in the normal course of the loan review scope, or (iv) the loan is identified by the servicing officer as a problem.

Homogenous loans, such as consumer installment loans, residential mortgage loans and home equity loans, are not individually reviewed and are generally risk graded at the same levels. The risk grade and reserves are established for each homogenous pool of loans based on the expected net charge-offs from current trends in delinquencies, losses or historical experience and general economic conditions. At December 31, 2012, there were no material delinquencies in these types of loans.

Purchased Loans

Purchased loans acquired in a business combination are recorded at their estimated fair value on their purchase date and with no carryover of the related allowance for loan losses. Performing acquired loans are subsequently evaluated for any required allowance at each reporting date. An allowance for loan losses is calculated using a methodology similar to that described above for originated loans. The allowance as determined for each loan is compared to the remaining fair value discount for that loan. If greater, the excess is recognized as an addition to the allowance through a provision for loan losses. If less than the discount, no additional allowance is recorded. Charge-offs and losses first reduce any remaining fair value discount for the loan and once the discount is depleted, losses are applied against the allowance established for that loan.

For impaired acquired loans, cash flows expected to be collected are recast at each reporting date for each loan. These evaluations require the continued use and updating of key assumptions and estimates such as default rates, loss severity given default and prepayment speed assumptions, similar to those used for the initial fair value estimate. Management judgment must be applied in developing these assumptions. If expected cash flows for a loan decreases, an increase in the allowance for loan losses is made through a charge to the provision for loan losses. If expected cash flows for a loan increase, any previously established allowance for loan losses is reversed and any remaining difference increases the accretable yield which will be taken into income over the remaining life of the loan.

The allowance is subject to regulatory examinations and determinations as to appropriateness, which may take into account such factors as the methodology used to calculate the allowance and the size of the allowance.

Changes in the allowance for loan losses for the month ended December 31, 2012, distributed by portfolio segment, are shown below (in thousands). There was no allowance for loan losses at December 31, 2011.

	Commercial and					Construction and
	Industrial			Real Estate		Land Development		Consumer		Total
Balance, December 1, 2012	$	—		$	—	$	—	$	—	$	—
Provision charged to operations	2,236			977		582		5		3,800
Loans charged off	(391		)	—		—		—		(391		)
Recoveries on charged off loans	—			—		—		—		—
Balance, end of year	$	1,845		$	977	$	582	$	5	$	3,409

F-31

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

At December 31, 2012, the loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). There was no allowance for loan losses at December 31, 2011.

	Commercial and				Construction and
	Industrial		Real Estate		Land Development		Consumer		Total
Acquired Loans:
Loans individually evaluated for impairment	$	71,386	$	62,247	$	33,070	$	77	$	166,780
Loans collectively evaluated for impairment	1,492,072		1,031,379		235,777		25,061		2,784,289
	$	1,563,458	$	1,093,626	$	268,847	$	25,138	$	2,951,069
Originated Loans:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment	96,835		90,611		11,627		2,254		201,327
	$	96,835	$	90,611	$	11,627	$	2,254	$	201,327
Total Loans:
Loans individually evaluated for impairment	$	71,386	$	62,247	$	33,070	$	77	$	166,780
Loans collectively evaluated for impairment	1,588,907		1,121,990		247,404		27,315		2,985,616
	$	1,660,293	$	1,184,237	$	280,474	$	27,392	$	3,152,396

At December 31, 2012, the allowance for loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). There was no allowance for loan losses at December 31, 2011.

	Commercial and				Construction and
	Industrial		Real Estate		Land Development		Consumer		Total
Acquired Loans:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment	—		—		—		—		—
	$	—	$	—	$	—	$	—	$	—
Originated Loans:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment	1,845		977		582		5		3,409
	$	1,845	$	977	$	582	$	5	$	3,409
Total Loans:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment	1,845		977		582		5		3,409
	$	1,845	$	977	$	582	$	5	$	3,409

6. Cash and Due from Banks

Cash and due from banks consisted of the following (in thousands).

	December 31,
	2012		2011
Cash on hand	$	18,903	$	—
Clearings and collection items	95,424		—
Deposits at Federal Reserve Bank	312,667		—
Deposits at Federal Home Loan Bank	1,499		—
Deposits in FDIC-insured institutions	292,248		578,520
	$	720,741	$	578,520

The amounts above include interest-bearing deposits of $581.2 million and $567.5 million at December 31, 2012 and 2011, respectively. Cash on hand and deposits at the Federal Reserve Bank satisfy regulatory reserve requirements at December 31, 2012.

F-32

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

7. Premises and Equipment

The components of premises and equipment are summarized as follows (in thousands).

	December 31,
	2012			2011
Land and premises	$	48,902		$	—
Furniture and equipment	66,182			3,213
	115,084			3,213
Less accumulated depreciation and amortization	(3,703		)	(1,085		)
	$	111,381		$	2,128

The amounts shown above include assets recorded under capital leases of $7.7 million, net of accumulated amortization of $0.1 million at December 31, 2012. There were no assets recorded under capital leases at December 31, 2011.

Occupancy expense was reduced by rental income of $0.1 million in 2012. Depreciation and amortization expense on premises and equipment, which includes amortization of capital leases, amounted to $1.9 million, $1.7 million and $1.8 million in 2012, 2011 and 2010, respectively.

8. Goodwill and Other Intangible Assets

The carrying amount of goodwill was $253.8 million and $24.0 million at December 31, 2012 and 2011, respectively. As discussed in Note 2 to the consolidated financial statements, the Company recorded $230.1 million of goodwill during 2012 in connection with its acquisition of PlainsCapital. A summary of the activity in goodwill during 2012 is as follows (in thousands).

Balance, beginning of year	$	23,988
Goodwill from PlainsCapital acquisition	230,073
Other	(291		)
Balance, end of year	$	253,770

Included within other intangible assets of $77.7 million and $9.1 million at December 31, 2012 and 2011, respectively, is an indefinite lived intangible asset with an estimated fair value of $3.0 million related to state licenses acquired as a part of the NLASCO acquisition in January 2007.

The Company tests goodwill and other intangible assets having an indefinite useful life for impairment on an annual basis, or more often if events or circumstances indicate there may be impairment. Goodwill impairment testing is performed at the reporting unit level, which is one level below an operating segment. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. Prior to the acquisition of PlainsCapital on November 30, 2012, management determined that it had two reporting units, the parent (the holding company) and insurance. The acquisition of PlainsCapital has resulted in the addition of the banking, mortgage origination and financial advisory reporting units at December 31, 2012. The Company performs required annual impairment tests of its goodwill and other intangible assets as of December 31st for its insurance reporting unit, while the acquired banking, mortgage origination and financial advisory reporting units will be tested for impairment annually as of October 1st.

The goodwill impairment analysis is a two-step test. The first step, used to identify potential impairment, involves comparing each reporting unit’s estimated fair value to its carrying value, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is considered not to be impaired. If the carrying value exceeds estimated fair value, there is an indication of potential impairment and the second step is performed to measure the amount

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

of impairment. The Company has estimated fair values of reporting units based on both a market and income approach using historic, normalized actual and forecast results.

The second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated impairment. The implied fair value of goodwill is determined in a manner similar to the amount of goodwill calculated in a business combination, by measuring the excess of the estimated fair value of the reporting unit, as determined in the first step, over the aggregate estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill impairment losses is not permitted.

At December 31, 2012, the Company determined that the estimated fair value of the insurance reporting unit exceeded its carrying value and therefore the second step as described above was not performed. Based on this evaluation, the Company concluded that the goodwill and other identifiable intangible assets were fully realizable at December 31, 2012.

The Company’s evaluation includes multiple assumptions, including estimated discounted cash flows and other estimates that may change over time. If future discounted cash flows become less than those projected by the Company, future impairment charges may become necessary that could have a materially adverse impact on the Company’s results of operations and financial condition. As quoted market prices in active stock markets are relevant evidence of fair value, a significant decline in the Company’s common stock trading price may indicate an impairment of goodwill.

The carrying value of intangible assets subject to amortization was as follows (in thousands).

	Gross					Net
	Intangible		Accumulated			Intangible
December 31, 2012	Assets		Amortization			Assets
Core deposits	$	34,500	$	(452	)	$	34,048
Trademarks and trade names	20,000		(1,487		)	18,513
Noncompete agreements	11,650		(192		)	11,458
Customer contracts and relationships	14,100		(4,515		)	9,585
Agent relationships	3,600		(2,466		)	1,134
Technology	1,500		(1,500		)	—
	$	85,350	$	(10,612	)	$	74,738

	Gross					Net
	Intangible		Accumulated			Intangible
December 31, 2011	Assets		Amortization			Assets
Customer relationships	$	6,100	$	(3,858	)	$	2,242
Agent relationships	3,600		(2,146		)	1,454
Trade names	3,500		(1,147		)	2,353
Technology	1,500		(1,475		)	25
	$	14,700	$	(8,626	)	$	6,074

Other intangible assets are amortized over their estimated lives, which range from 3 to 15 years. Certain intangibles, including core deposits and customer contracts and relationships, are being amortized on an accelerated basis over periods ranging from 8 to 12 years.  Amortization expense related to intangible assets for the years ended December 31, 2012, 2011 and 2010 was $2.0 million, $1.5 million and $1.6 million, respectively.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The estimated aggregate future amortization expense for intangible assets at December 31, 2012 is as follows (in thousands).

2013	$	10,801
2014	10,116
2015	9,430
2016	8,655
2017	6,981
Thereafter	28,755
	$	74,738

9. Deposits

Deposits at December 31, 2012 are summarized as follows (in thousands). There were no deposits at December 31, 2011.

Noninterest-bearing demand	$	323,367
Interest-bearing:
NOW accounts	106,562
Money market	2,357,109
Brokered - money market	263,193
Demand	75,308
Savings	180,367
Time	1,175,432
Brokered - time	219,123
	$	4,700,461

At December 31, 2012, the scheduled maturities of interest-bearing time deposits are as follows (in thousands).

2013	$	1,029,678
2014	225,452
2015	60,977
2016	35,523
2017	42,925
	$	1,394,555

No interest-bearing time deposits mature after 2017.

10. Short-term Borrowings

Short-term borrowings at December 31, 2012 are summarized as follows (in thousands). There were no short-term borrowings at December 31, 2011.

Federal funds purchased	$	269,625
Securities sold under agreements to repurchase	85,725
Federal Home Loan Bank (FHLB) notes	250,000
Short-term bank loans	122,900
	$	728,250

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Federal funds purchased and securities sold under agreements to repurchase generally mature daily, on demand, or on some other short-term basis. The Bank and FSC execute transactions to sell securities under agreements to repurchase with both customers and broker-dealers. Securities involved in these transactions are held by the Bank, FSC or the dealer.

Information concerning federal funds purchased and securities sold under agreements to repurchase for the month ended December 31, 2012, is shown in the following table (dollars in thousands).

Average balance during the period	$	277,470
Average interest rate during the period	0.25		%
Maximum month-end balance during the period	$	355,351
Average interest rate at end of year	0.22		%
Securities underlying the agreements at end of year
Carrying value	$	122,153
Estimated fair value	$	122,435

FHLB notes mature over terms not exceeding 365 days and are collateralized by FHLB Dallas stock, nonspecified real estate loans and certain specific commercial real estate loans. At December 31, 2012, the Bank had available collateral of $1.5 billion, substantially all of which was blanket collateral. Other information regarding FHLB notes for the month ended December 31, 2012, is shown in the following table (dollars in thousands).

Average balance during the period	$	301,613
Average interest rate during the period	0.14		%
Maximum month-end balance during the period	$	250,000
Average interest rate at end of year	0.07		%

FSC uses short-term bank loans periodically to finance securities owned, customers’ margin accounts and underwriting activities. Interest on the borrowings varies with the federal funds rate. The weighted average interest rate on the borrowings at December 31, 2012 was 1.16%.

11. Notes Payable

Notes payable consisted of the following (in thousands).

	December 31,
	2012		2011
Senior exchangeable notes due 2025, 7.50% per annum	$	83,950	$	83,950
NLIC note payable due May 2033, three-month LIBOR plus 4.10% (4.41% at December 31, 2012) with interest payable quarterly	10,000		10,000
NLIC note payable due September 2033, three-month LIBOR plus 4.05% (4.36% at December 31, 2012) with interest payable quarterly	10,000		10,000
ASIC note payable due April 2034, three-month LIBOR plus 4.05% (4.36% at December 31, 2012) with interest payable quarterly	7,500		7,500
First Southwest nonrecourse notes, due January 2035 with interest payable quarterly	10,089		—
Insurance company note payable due March 2035, three-month LIBOR plus 3.40% (3.71% at December 31, 2012) with interest payable quarterly	20,000		20,000
	$	141,539	$	131,450

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Senior Exchangeable Notes Due 2025

In August 2005, our Operating Partnership (“OP”) issued $96.6 million aggregate principal amount of 7.50% senior exchangeable notes due 2025 to qualified institutional buyers in a private transaction. At December 31, 2012, $84.0 million were outstanding. The notes are senior unsecured obligations of the OP and are exchangeable, at the option of the holders, into shares of Hilltop common stock at an initial exchange rate of 69.8812 shares per $1,000 principal amount of the notes (equal to an initial exchange price of approximately $14.31 per share), subject to adjustment and, in the event of specified corporate transactions involving Hilltop or the OP, an additional make-whole premium. Upon exchange, the OP has the option to deliver, in lieu of shares of common stock, cash or a combination of cash and shares of common stock. The notes are treated as a combined instrument and not bifurcated to separately account for any embedded derivative instruments principally because, in accordance with ASC 815, Derivatives and Hedging, (i) the conversion feature is indexed to Hilltop’s common stock and would be classified in stockholders’ equity if it were a freestanding derivative and (ii) the put and call option features are clearly and closely related to the notes at fixed conversion amounts.

According to the terms of the notes, their initial exchange rate is adjusted for certain events, including the issuance to all holders of Hilltop common stock of rights entitling them to purchase Hilltop common stock at less than their current market price. Accordingly, as a result of a rights offering in January 2007, in which all holders of Hilltop common stock were offered the right to purchase shares at $8.00 per share, the initial exchange rate of the notes was adjusted to 73.95 shares per $1,000 principal amount of the notes (equal to an initial exchange rate of $13.52 per share).

Prior to August 20, 2015, the notes are not redeemable at the option of the OP. After August 20, 2015, the OP may redeem all or a portion of the notes at a redemption price equal to the principal amount plus accrued and unpaid interest, if any, on the notes, if the closing price of Hilltop common stock has exceeded 130% of the exchange price for at least 20 trading days in any consecutive 30-trading day period.

Holders of the notes may require the OP to repurchase all or a portion of the notes at a purchase price equal to the principal amount plus accrued and unpaid interest, if any, on the notes on each of August 15, 2010, August 15, 2015, and August 15, 2020, or after the occurrence of certain corporate transactions involving Hilltop or the OP. No Senior Notes were tendered to the Company prior to the expiration of the Put Right Purchase Offer, August 15, 2010.

In November 2011, NLASCO purchased $6.9 million, par value, of the Hilltop senior exchangeable notes in open market transactions at an average cost of 107.26.

Notes Payable

The NLIC and ASIC notes payable to unaffiliated companies are each subordinated in right of payment to all policy claims and other indebtedness of NLIC and ASIC, respectively. Further, all payments of principal and interest require the prior approval of the Insurance Commissioner of the State of Texas and are only payable to the extent that the statutory surplus of NLIC exceeds $30 million and ASIC exceeds $15 million.

The NLIC, ASIC and Insurance Company loan agreements relating to the notes payable contain various covenants pertaining to limitations on additional debt, dividends, officer and director compensation, and minimum capital requirements. The Company was in compliance with the covenants at December 31, 2012.

NLASCO has entered into an indenture relating to the NLIC, ASIC and Insurance Company notes payable which provides that (i) if a person or group becomes the beneficial owner directly or indirectly of 50% or more of its equity securities and (ii) if NLASCO’s ratings are downgraded by a nationally recognized statistical rating organization (as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act), then each holder of the notes governed by such indenture has the right to require that NLASCO purchase such holder’s notes in whole or in part at a price equal to 100% of the outstanding principal amount.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

First Southwest Nonrecourse Notes

In 2005, First Southwest participated in a monetization of future cash flows from the Fee Award totaling $95.3 million from several tobacco companies owed to a law firm under a settlement agreement. In connection with the transaction, a special purpose entity that is consolidated with First Southwest issued $30.3 million of nonrecourse notes to finance the purchase of the Fee Award, to establish a reserve account and to fund issuance costs. Cash flows from the settlement are the sole source of payment for the notes. The notes carry an interest rate of 8.58% that can increase to 10.08% under certain credit conditions.

Insurance Company Line of Credit

Our insurance subsidiary has a line of credit with a financial institution which allows for borrowings by NLASCO of up to $5.0 million and is collateralized by substantially all of NLASCO’s assets. The line of credit bears interest equal to a base rate plus 3.75% (4.51% at December 31, 2012), which is due quarterly. This line is scheduled to mature in October 2013. There was no activity for the year ended December 31, 2012, nor was there an outstanding balance payable at December 31, 2012.

Notes Payable Principal Maturities

Notes payable outstanding at December 31, 2012 of $141.5 million have scheduled maturities of 2025 and thereafter.

12. Junior Subordinated Debentures and Trust Preferred Securities

PlainsCapital has four statutory Trusts, three of which were formed under the laws of the state of Connecticut and the fourth, PCC Statutory Trust IV, which was formed under the laws of the state of Delaware. The Trusts were created for the sole purpose of issuing and selling preferred securities and common securities, using the resulting proceeds to acquire junior subordinated debentures issued by PlainsCapital (the “Debentures”). Accordingly, the Debentures are the sole assets of the Trusts, and payments under the Debentures are the sole revenue of the Trusts. All of the common securities are owned by PlainsCapital; however, PlainsCapital is not the primary beneficiary of the Trusts. Accordingly, the Trusts are not included in PlainsCapital’s consolidated financial statements.

The Trusts have issued $65,000,000 of floating rate preferred securities and $2,012,000 of common securities and have invested the proceeds from the securities in floating rate Debentures of PlainsCapital. Information regarding the PlainsCapital Debentures is shown in the following table (in thousands).

Investor	Issue Date	Amount
PCC Statutory Trust I	July 31, 2001	$	18,042
PCC Statutory Trust II	March 26, 2003	$	18,042
PCC Statutory Trust III	September 17, 2003	$	15,464
PCC Statutory Trust IV	February 22, 2008	$	15,464

The stated term of the Debentures is 30 years with interest payable quarterly. The rate on the Debentures, which resets quarterly, is 3-month LIBOR plus an average spread of 3.22%. The total average interest rate at December 31, 2012 was 3.53%. The term, rate and other features of the preferred securities are the same as the Debentures. PlainsCapital’s obligations under the Debentures and related documents, taken together, constitute a full and unconditional guarantee of the Trust’s obligations under the preferred securities.

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Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

13. Income Taxes

The significant components of the income tax provision (benefit) are as follows (in thousands).

	Year Ended December 31,
	2012			2011			2010
Current:
Federal	$	4,346		$	(966	)	$	(538	)
State	935			—			(587		)
	5,281			(966		)	(1,125		)
Deferred:
Federal	(5,649		)	(4,043		)	118
State	(777		)	—			—
	(6,426		)	(4,043		)	118
	$	(1,145	)	$	(5,009	)	$	(1,007	)

The income tax benefit differs from the amount that would be computed by applying the statutory Federal income tax rate of 35% to loss before income taxes as a result of the following (in thousands).

	Year Ended December 31,
	2012			2011			2010
Computed tax at federal statutory rate	$	(2,185	)	$	(4,039	)	$	(544	)
Tax effect of:
Life insurance	(18		)	—			—
Tax-exempt income, net	(151		)	—			—
State income taxes	103			—			(587		)
Nondeductible expenses	352			(970		)	124
Nondeductible transaction costs	1,151			—			—
Minority interest	(174		)	—			—
Prior year return to provision adjustment	(150		)	—			—
Other	(73		)	—			—
	$	(1,145	)	$	(5,009	)	$	(1,007	)

F-39

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

The components of the tax effects of temporary differences that give rise to the net deferred tax asset included in other assets within the consolidated balance sheets are as follows (in thousands).

	December 31,
	2012		2011
Deferred tax assets:
Net operating loss carryforward	$	16,377	$	19,598
Purchase accounting adjustment - loans	50,752		—
Allowance for loan losses	1,235		—
Compensation and benefits	15,246		—
Indemnification agreements	8,242		—
Losses and LAE discounting	505		482
Unearned premiums	5,682		5,424
Non-accrual loan interest	1,497		—
Partnership investments	1,050		—
Foreclosed property	3,701		—
AMT credit carryforwards	769		769
Other	3,413		1,095
	108,469		27,368
Deferred tax liabilities:
Premises and equipment	10,109		—
Intangible assets	30,068		3,684
Derivatives	12,213		—
Net other comprehensive income	4,337		—
Deferred policy acquisition costs	6,934		6,714
Securities	8,665		8,616
Other	3,110		—
	75,436		19,014
Net deferred tax asset	$	33,033	$	8,354

The Company has no valuation allowance on its deferred tax assets at December 31, 2012 and 2011. In assessing the realization of deferred tax assets, management considered whether it was more likely than not that some portion or all of the deferred tax assets will not be realized. The Company is required to assess whether a valuation allowance should be established against the Company’s net deferred tax assets based on the consideration of all available evidence using a more likely than not standard. In making such judgments, significant weight is given to evidence that can be objectively verified. In assessing the Company’s ability to support the realizability of its deferred tax assets, management considered both positive and negative evidence, including our cumulative pre-tax loss position since the quarter ending December 31, 2009, less any abnormal occurrences during that period, as well as future taxable income and reversals of existing taxable temporary differences. The Company expects to realize our current deferred tax assets through the implementation of certain tax planning strategies surrounding the acquisition of PlainsCapital, core earnings, and reversal of timing differences. Therefore, the Company concluded there was sufficient positive evidence to outweigh the negative evidence of the prior year cumulative losses.

At December 31, 2012, the Company had net operating loss carryforwards for Federal income tax purposes of $46.8 million and $50.4 million for regular income tax and alternative minimum tax, respectively. Substantially all net operating loss carryforwards are subject to separate return limitations on their usage. These net operating loss carry-forwards expire in 2023 and later years. The net operating loss carry-forwards for alternative minimum Federal income taxes generally are limited to offsetting 90% of the alternative minimum taxable earnings for a taxable year.

F-40

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

GAAP requires the measurement of uncertain tax positions. Uncertain tax positions are the difference between a tax position taken, or expected to be taken in a tax return, and the benefit recognized for accounting purposes. There were no uncertain tax positions at December 31, 2012 and 2011. However, as a result of the resolution and the expiration of the statute of limitations on certain prior period state tax audits with associated uncertain tax positions, the Company recognized tax benefits of $1.0 million and $0.2 million during the years ended December 31, 2011 and 2010, respectively. The Company does not anticipate any significant liabilities for uncertain tax positions to arise in the next twelve months.

Hilltop files income tax returns in U.S. federal and several U.S. state jurisdictions. The Company is subject to tax audits in numerous jurisdictions in the U.S. until the applicable statute of limitation expire. Excluding those entities acquired as a part of the PlainsCapital Merger, Hilltop has been examined by U.S. tax authorities for U.S. federal income tax years prior to 2010, and is under no federal or state tax audits at December 31, 2012. PlainsCapital has been examined by U.S. tax authorities for U.S. federal income tax years prior to 2010, and is under no federal or state tax audits at December 31, 2012.

14. Employee Benefits

Hilltop and its subsidiaries have benefit plans that provide for elective deferrals by employees under Section 401(k) of the Internal Revenue Code. Employee contributions are determined by the level of employee participation and related salary levels per Internal Revenue Service regulations. Hilltop and its subsidiaries match a portion of employee contributions to the plan based on entity-specific factors including the level of normal operating earnings and the amount of eligible employees’ contributions and salaries. The amount charged to operating expense for this matching contribution totaled $0.7 million in 2012, $0.2 million in 2011 and $0.1 million in 2010.

In connection with the Merger, PlainsCapital is in the process of terminating its employee stock ownership plan (“ESOP”) and distributing the assets held by the ESOP (consisting of cash and shares of Hilltop common stock) to ESOP participants.

Effective upon the completion of the Merger, the Company recorded a liability of $8.9 million associated with separate retention agreements entered into between Hilltop and two executive officers of PlainsCapital.

The Bank purchased $15.0 million of flexible premium universal life insurance in 2001 to help finance the annual expense incurred in providing various employee benefits. At December 31, 2012, the carrying value of the policies included in other assets was $24.1 million. For the month ended December 31, 2012, the Bank recorded income of $0.1 million related to the policies that was reported in other noninterest income within the consolidated statement of operations.

15. Related Party Transactions

Pursuant to a Management Services Agreement, as amended, Diamond A Administration Company LLC, or Diamond A, an affiliate of Gerald J. Ford, the current Chairman of the Board of Hilltop and the beneficial owner of 18.0% of Hilltop common stock at December 31, 2012, provided certain management services to Hilltop and its subsidiaries, including, among others, financial and acquisition evaluation, and office space to Hilltop. The services and office space were provided at a cost of $91,500 per month, plus reasonable out-of-pocket expenses. The services provided under this agreement include those of several Hilltop’s directors, including Gerald J. Ford, Kenneth Russell and Carl B.  Webb. Prior to Jeremy Ford assuming the role of Chief Executive Officer of Hilltop, he provided services to Hilltop under the Management Services Agreement. Hilltop also agreed to indemnify and hold harmless Diamond A for its performance or provision of these services, except for gross negligence and willful misconduct.  Further, Diamond A’s maximum aggregate liability for damages under this agreement is limited to the amounts paid to Diamond A under this agreement during twelve months prior to that cause of action. In connection with the Merger transaction with PlainsCapital on November 30, 2012, the Management Services Agreement was terminated. However, pursuant to a Sublease Agreement, Diamond A will provide office space to Hilltop at a cost of $18,303 per month. This Sublease Agreement continues in effect until June 30, 2015 or such earlier date that the base lease expires.

Jeremy B. Ford, a director and the Chief Executive Officer of Hilltop, is the beneficiary of a trust that owns a 49% limited partnership interest in Diamond A Financial, L.P.  Diamond A Financial, L.P. owns 18.0% of the outstanding Hilltop common stock at December 31, 2012. He also is a director and the Secretary of Diamond A Administration Company, LLC, which has provided management services and office space to Hilltop as described the preceding paragraph. Diamond

F-41

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

A Administration Company, LLC is owned by Hunter’s Glen/Ford, Ltd., a limited partnership in which a trust for the benefit of Jeremy B. Ford is a 46% limited partner.

Jeremy B. Ford is the son of Gerald J. Ford. Corey G. Prestidge, Hilltop’s General Counsel and Secretary, is the son-in-law of Gerald J. Ford. Accordingly, Messrs. Jeremy Ford and Corey Prestidge are brothers-in-law.

In the ordinary course of business, the Bank has granted loans to certain directors, executive officers and their affiliates (collectively referred to as related parties) totaling $23.2 million at December 31, 2012. These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectibility. For such loans since the Merger with PlainsCapital on November 30, 2012, total principal additions were $0.7 million and total principal payments were $1.1 million.

At December 31, 2012, the Bank held deposits of related parties of $173.5 million.

A related party is the lessor in an operating lease with the Bank. The Bank’s minimum payment under the lease is $0.5 million annually through 2028, for an aggregate remaining obligation of $8.0 million.

The Bank purchases loans from a company for which a related party serves as a director, president and chief executive officer. At December 31, 2012, the outstanding balance of the purchased loans was $6.0 million. The loans were purchased with recourse to the company in the ordinary course of business and the related party had no direct financial interest in the transactions.

PlainsCapital Equity, LLC is a limited partner in certain limited partnerships that have received loans from the Bank.  The Bank made those loans in the normal course of business, using underwriting standards and offering terms that are substantially the same as those used or offered to non-affiliated borrowers. At December 31, 2012, the Bank had outstanding loans of $4.2 million in which PlainsCapital Equity, LLC had a limited partnership interest. The investment of PlainsCapital Equity, LLC in these limited partnerships was $3.7 million at December 31, 2012.

16. Commitments and Contingencies

The Bank acts as agent on behalf of certain correspondent banks in the purchase and sale of federal funds that aggregated $16.0 million at December 31, 2012.

Legal Matters

In November 2006, FSC received subpoenas from the SEC and the United States Department of Justice (“DOJ”) in connection with an investigation of possible antitrust and securities law violations, including bid-rigging, in the procurement of guaranteed investment contracts and other investment products for the reinvestment of bond proceeds by municipalities. The investigation is industry-wide and includes approximately 30 or more firms, including some of the largest U.S. investment firms.

As a result of these SEC and DOJ investigations into industry-wide practices, FSC was initially named as a co-defendant in cases filed in several different federal courts by various state and local governmental entities suing on behalf of themselves and a purported class of similarly situated governmental entities and a similar set of lawsuits filed by various California local governmental entities suing on behalf of themselves and a purported class of similarly situated governmental entities.  All claims asserted against FSC in these purported class actions were subsequently dismissed. However, the plaintiffs in these purported class actions have filed amended complaints against other entities, and FSC is identified in these complaints not as a defendant, but as an alleged co-conspirator with the named defendants.

Additionally, as a result of these SEC and DOJ investigations into industry-wide practices, FSC has been named as a defendant in 20 individual lawsuits. These lawsuits have been brought by several California public entities and two New York non-profit corporations that do not seek to certify a class. The Judicial Panel on Multidistrict Litigation has transferred these cases to the United States District Court, Southern District of New York. The California plaintiffs allege

F-42

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

violations of Section 1 of the Sherman Act and the California Cartwright Act.  The New York plaintiffs allege violations of Section 1 of the Sherman Act and the New York Donnelly Act. The allegations against FSC are very limited in scope. FSC has filed answers in each of the twenty lawsuits denying the allegations and asserting several affirmative defenses. FSC intends to defend itself vigorously in these individual actions. The relief sought is unspecified monetary damages.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated.

Hilltop and its subsidiaries are defendants in various other legal matters arising in the normal course of business. Management believes that the ultimate liability, if any, arising from these matters, and the matters discussed above will not materially affect our consolidated financial condition, results of operations or cash flows taken as a whole.

Other Contingencies

The mortgage origination segment may be responsible for errors or omissions relating to its representations and warranties that the loans sold meet certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. If determined to be at fault, the mortgage origination segment either repurchases the loans from the investors or reimburses the investors’ losses (a “make-whole” payment). The mortgage origination segment has established an indemnification liability for such probable losses based upon, among other things, the level of current unresolved repurchase requests, the volume of estimated probable future repurchase requests, our ability to cure the defects identified in the repurchase requests, and the severity of the estimated loss upon repurchase. At December 31, 2012, the liability for the indemnification reserve totaled $19.0 million. Although management considers this reserve to be appropriate, there can be no assurance that the reserve will prove to be appropriate over time to cover ultimate losses, due to unanticipated adverse changes in the economy and historical loss patterns, discrete events adversely affecting specific borrowers or industries, and/or actions taken by institutions or investors. The impact of such matters will be considered in the reserving process when known.

Effective upon completion of the Merger, Hilltop entered into separate retention agreements with two executive officers of PlainsCapital, one having an initial term of three years (with automatic one-year renewals at the end of two years and each anniversary thereof) and the other having an initial term of two years (with automatic one-year renewals at the end of the first year and each anniversary thereof). Each of these retention agreements provides for severance pay benefits if the executive officer’s employment is terminated without “cause”.

In addition to these retention agreements, PlainsCapital and its subsidiaries maintain employment contracts with certain executive officers and severance agreements with certain other senior officers that provide severance pay benefits in the event of a “change in control” as defined in these agreements. Each of these agreements will expire on the second anniversary following the effective date of the Merger. Given that the Merger constitutes a “change in control” of PlainsCapital, severance pay benefits will be payable if an officer subject to one of these employment or severance agreements is terminated without cause prior to the second anniversary of the effective date of the Merger. Prior to expiration of these agreements, similar severance pay benefits will be payable in the event of termination of such officer without “cause” following a change in control of Hilltop.

F-43

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Hilltop and its subsidiaries lease space, primarily for branch facilities and automated teller machines, under noncancelable operating leases with remaining terms, including renewal options, of 1 to 16 years and under capital leases with remaining terms of 12 to 16 years. Rental expense under the operating leases was $2.9 million, $0.5 million and $0.6 million in 2012, 2011 and 2010, respectively. Future minimum lease payments under these agreements follow (in thousands).

	Operating Leases		Capital Leases
2013	$	19,308	$	1,063
2014	16,517		1,080
2015	13,085		1,090
2016	10,440		1,103
2017	8,976		1,129
Thereafter	34,608		10,680
Total minimum lease payments	$	102,934	16,145
Amount representing interest			(4,475		)
Present value of minimum lease payments			$	11,670

17. Financial Instruments with Off-Balance Sheet Risk

The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of their customers. These financial instruments include commitments to extend credit and standby letters of credit that involve varying degrees of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Such financial instruments are recorded in the consolidated financial statements when they are funded or related fees are incurred or received. The contract amounts of those instruments reflect the extent of involvement (and therefore the exposure to credit loss) the Bank has in particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer provided that the terms established in the contract are met. Commitments generally have fixed expiration dates and may require payment of fees. Because some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.

The Bank had in the aggregate outstanding unused commitments to extend credit of $1.1 billion at December 31, 2012. The Bank had outstanding standby letters of credit of $36.5 million at December 31, 2012.

The Bank uses the same credit policies in making commitments and standby letters of credit as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary, upon extension of credit is based on management’s credit evaluation of the borrower. Collateral held varies but may include real estate, accounts receivable, marketable securities, interest-bearing deposit accounts, inventory, and property, plant and equipment.

In the normal course of business, FSC executes, settles, and finances various securities transactions that may expose FSC to off-balance sheet risk in the event that a customer or counterparty does not fulfill its contractual obligations. Examples of such transactions include the sale of securities not yet purchased by customers or for the account of FSC, clearing agreements between FSC and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments.

18. Stock-Based Compensation

On November 2, 2011, the Compensation Committee of our Board of Directors awarded two senior executives Stock Option Awards to purchase an aggregate of 600,000 shares of the Company’s common stock at an exercise price of $7.70 per share. These Stock Option Awards vest in five equal installments beginning on the grant date, with the remainder vesting on each grant date anniversary through 2015. Additionally, these Stock Option Awards expire on November 2, 2016.  Compensation expense related to these Stock Option Awards was $0.9 million, of which $0.5 million was amortized

F-44

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

through December 2012 and the remaining $0.4 million will be amortized through October 2015. The fair value for these Stock Option Awards granted was estimated using the Black-Scholes option pricing model with an expected volatility of 25%, a risk-free interest rate of 0.96%, a dividend yield rate of zero, a five-year expected life of the options and a forfeiture rate of 15%.

In September 2012, the stockholders approved the Hilltop Holdings 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan allows for the granting of nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards to employees of Hilltop, its subsidiaries and outside directors of Hilltop. In the aggregate, 4,000,000 shares of common stock may be delivered pursuant to awards granted under the 2012 Plan. At December 31, 2012, no awards had been granted pursuant to the 2012 Plan.

Compensation expense related to the plans was $0.5 million, $0.1 million and $0.1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

During 2012, 2011 and 2010, Hilltop granted 5,183, 5,418 and 10,163 common shares, respectively, to independent members of our Board of Directors for service rendered to the Company during the respective periods.

19. Regulatory Matters

Bank

The Bank and Hilltop are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct, material effect on the consolidated financial statements. The regulations require us to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the companies to maintain minimum amounts and ratios (set forth in the following table) of Tier 1 capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of Tier 1 and total capital (as defined) to risk-weighted assets (as defined). The Tier 1 Capital (to average assets) ratio was calculated using the average assets for the month of December 2012. A comparison of the Bank’s and Hilltop’s actual capital amounts and ratios to the minimum requirements is as follows (dollars in thousands).

	December 31, 2012
	Required				Actual
	Amount		Ratio		Amount		Ratio
Bank:
Tier 1 capital (to average assets)	$	245,495	4	%	$	542,307	8.84	%
Tier 1 capital (to risk-weighted assets)	183,308		4	%	542,307		11.83	%
Total capital (to risk-weighted assets)	366,615		8	%	546,598		11.93	%
Hilltop:
Tier 1 capital (to average assets)	$	266,514	4	%	$	871,379	13.08	%
Tier 1 capital (to risk-weighted assets)	196,670		4	%	871,379		17.72	%
Total capital (to risk-weighted assets)	393,340		8	%	875,670		17.81	%

F-45

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

A reconciliation of book capital to Tier 1 and total capital (as defined) is as follows (in thousands).

	December 31, 2012
	Bank			Hilltop
Total capital per books	$	831,677		$	1,144,496
Add:
Minority interests	2,054			2,054
Trust preferred securities	—			65,000
Net unrealized holding losses on securities available for sale and held in trust	1,125			(8,094		)
Deduct:
Goodwill and other disallowed intangible assets	(292,341		)	(331,508		)
Other	(208		)	(569		)
Tier 1 capital (as defined)	542,307			871,379
Add: Allowable Tier 2 capital
Allowance for loan losses	4,291			4,291
Total capital (as defined)	$	546,598		$	875,670

To be considered adequately capitalized (as defined) under the regulatory framework for prompt corrective action, the Bank must maintain minimum Tier 1 capital to total average assets and Tier 1 capital to risk-weighted assets ratios of 4%, and a total capital to risk-weighted assets ratio of 8%.  Based on the actual capital amounts and ratios shown in the previous table, the Bank’s ratios place it in the well capitalized (as defined) capital category under the regulatory framework for prompt corrective action. The minimum required capital amounts and ratios for the well capitalized category are summarized as follows (dollars in thousands):

	December 31, 2012
	Required				Actual
	Amount		Ratio		Amount		Ratio
Bank:
Tier 1 capital (to average assets)	$	306,869	5	%	$	542,307	8.84	%
Tier 1 capital (to risk-weighted assets)	274,961		6	%	542,307		11.83	%
Total capital (to risk-weighted assets)	458,269		10	%	546,598		11.93	%

Financial Advisory

Pursuant to the net capital requirements of the Exchange Act, FSC has elected to determine its net capital requirements using the alternative method. Accordingly, FSC is required to maintain minimum net capital, as defined in Rule 15c3-1, equal to the greater of $250,000 or 2% of aggregate debit balances, as defined in Rule 15c3-3. At December 31, 2012, FSC had net capital of $47.6 million; the minimum net capital requirement was $2.8 million; net capital maintained by FSC was 34% of aggregate debits; and net capital in excess of the minimum requirement was $44.8 million.

Mortgage Origination

As a mortgage originator, PrimeLending is subject to minimum net worth requirements established by the United States Department of Housing and Urban Development (“HUD”) and the Government National Mortgage Association (“GNMA”). On an annual basis, PrimeLending submits audited financial statements to HUD and GNMA documenting PrimeLending’s compliance with the minimum net worth requirements. In addition, PrimeLending monitors compliance on an ongoing basis and, as of December 31, 2012, PrimeLending’s net worth exceeded the amounts required by both HUD and GNMA.

F-46

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Insurance

The Company’s insurance subsidiaries’, which are domiciled in the State of Texas, statutory financial statements are presented on the basis of accounting practices prescribed or permitted by the Texas Department of Insurance. Texas had adopted the National Association of Insurance Commissioners’ statutory accounting practices as the basis of its statutory accounting practices with certain differences which are not significant to the company’s statutory equity.

Following is a summary of statutory capital and surplus and statutory net income (loss) of each insurance subsidiary (in thousands).

	Year Ended December 31,
	2012			2011			2010
National Lloyds Insurance Company:
Capital and surplus	$	94,558		$	94,154		$	94,081
Statutory net income (loss)	$	(3,858	)	$	(133	)	$	7,010
American Summit Insurance Company:
Capital and surplus	$	25,761		$	24,554		$	25,216
Statutory net income (loss)	$	972		$	(541	)	$	642

The funding of the cash requirements (including debt service) of NLASCO is primarily provided by cash dividends from NLASCO’s wholly owned insurance subsidiaries. Dividends paid by the insurance subsidiaries are restricted by regulatory requirements of the Texas Department of Insurance. Under Texas State Insurance Law for property and casualty companies, all dividends must be distributed out of earned surplus only. Furthermore, without the prior approval of the Commissioner, dividends cannot be declared or distributed which exceed the greater of ten percent of NLASCO’s surplus, as shown by its last statement on file with the Commissioner, or one hundred percent of net income for such period. The subsidiaries paid $6.0 million in dividends to NLASCO in 2010, and no dividends in 2011 or 2012. At December 31, 2012, the maximum dividend that may be paid to NLASCO in 2013 without regulatory approval is approximately $12 million.

Regulations of the Texas Department of Insurance require insurance companies to maintain minimum levels of statutory surplus to ensure their ability to meet their obligations to policyholders. At December 31, 2012, the Company’s insurance subsidiaries had statutory surplus in excess of the minimum required.

Also, the NAIC has adopted the RBC formula for insurance companies that establishes minimum capital requirements relating to insurance risk, asset credit risk, interest rate risk and business risk. The formula is used by the NAIC and certain state insurance regulators as an early warning tool to identify companies that require additional scrutiny or regulatory action. At December 31, 2012, the Company’s insurance subsidiaries’ RBC ratio exceeded the level at which regulatory action would be required.

20. Stockholders’ Equity

The Bank is subject to certain restrictions on the amount of dividends it may declare without prior regulatory approval. At December 31, 2012, $13.9 million of its earnings was available for dividend declaration without prior regulatory approval.

Series B Preferred Stock

On November 29, 2012, Hilltop filed with the State Department of Assessments and Taxation of the State of Maryland articles supplementary for the Hilltop Series B Preferred Stock, setting forth its terms. Holders of the Hilltop Series B Preferred Stock are entitled to noncumulative cash dividends at a fluctuating dividend rate based on Hilltop’s level of qualified small business lending. The Hilltop Series B Preferred Stock is non-voting, except in limited circumstances, and ranks senior to Hilltop’s common stock with respect to the payment of dividends and distribution of assets upon any liquidation, dissolution or winding up of Hilltop.

F-47

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

As discussed in Note 2, and as a result of the Merger, each outstanding share of PlainsCapital Non-Cumulative Perpetual Preferred Stock, Series C, all the outstanding shares of which are held by the United States Department of the Treasury, was converted into one share of Hilltop Series B Preferred Stock.

The terms of the Hilltop Series B Preferred Stock restrict Hilltop’s ability to pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on its common stock and other Hilltop capital stock ranking junior to the Hilltop Series B Preferred Stock, and on other preferred stock and other stock ranking on a parity with the Hilltop Series B Preferred Stock, in the event that Hilltop does not declare dividends on the Hilltop Series B Preferred Stock during any dividend period.

The terms of the Series B Preferred Stock provide for the payment of non-cumulative dividends on a quarterly basis. The dividend rate, as a percentage of the liquidation amount, fluctuates while the Series B Preferred Stock is outstanding based upon changes in the level of “qualified small business lending” (“QSBL”) by the Bank from its average level of QSBL at each of the four quarter ends leading up to June 30, 2010 (the “Baseline”).

The dividend rate on Series B Preferred Stock since December 1, 2012 is as follows.

Dividend Period		Annualized
Beginning	Ending	Dividend Rate
December 1, 2012	December 31, 2012	2.730%
January 1, 2013	March 31, 2013	2.468%
April 1, 2013	December 31, 2013	1.000% to 5.000% (1)
January 1, 2014	March 26, 2016	1.000% to 5.000% (2)
March 27, 2016	Redemption	9.000% (3)

(1)Between April 1, 2013 and December 31, 2013, the dividend rate will adjust quarterly in such range based upon the level of percentage change in QSBL between the end of the quarter ending before the most recently completed quarter and the Baseline.

(2)Between January 1, 2014 and March 26, 2016, the dividend rate will be fixed at a rate in such range based upon the level of percentage change in QSBL between September 30, 2013 and the Baseline.

(3)Beginning on March 27, 2016, the dividend rate will be fixed at nine percent (9%) per annum.

The dividend rate on the Series B Preferred Stock was 2.730% at December 31, 2012. The dividend rate for the period from January 1, 2013 to March 31, 2013 is 2.468%.

In addition to the applicable dividend rates described above, beginning on January 1, 2014 and on all dividend payment dates thereafter ending on April 1, 2016, if the Bank fails to increase its level of QSBL compared to the Baseline, the Company will be required to pay a quarterly lending incentive fee of 0.5% of the liquidation value.

As long as shares of Series B Preferred Stock remain outstanding, Hilltop may not pay dividends to its common stockholders (nor may Hilltop repurchase or redeem any shares of its common stock) during any quarter in which the Company fails to declare and pay dividends on the Series B Preferred Stock and for the next three quarters following such failure. In addition, under the terms of the Series B Preferred Stock, Hilltop may only declare and pay dividends on its common stock (or repurchase shares of Hilltop common stock), if, after payment of such dividend, the dollar amount of Hilltop’s Tier 1 capital would be at least ninety percent (90%) of Tier 1 capital as of September 27, 2011, excluding any charge-offs and redemptions of the Series B Preferred Stock (the “Tier 1 Dividend Threshold”). The Tier 1 Dividend Threshold is subject to reduction, beginning January 1, 2014, based upon the extent by which, if at all, the QSBL at September 30, 2013 has increased over the Baseline.

The Company may redeem the Series B Preferred Stock at any time at its option, at a redemption price of 100% of the liquidation amount plus accrued but unpaid dividends, subject to the approval of the Company’s federal banking regulator.

F-48

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Series A Preferred Stock

In 2004, the Company issued 5,000,000 shares of Series A Preferred Stock at an initial public offering price of $25.00 per share that have no stated par value and a liquidation preference of $25.00 per share, plus all accumulated, accrued and unpaid dividends. The holders of our Series A Preferred Stock were entitled to receive cash dividends at a rate of 8.25% per annum on the $25.00 liquidation preference. The Series A Preferred Stock has no voting rights and no stated maturity. On and after February 18, 2009, Hilltop had the option to redeem its Series A Preferred Stock, in whole or from time to time in part, at a cash redemption price equal to $25.00 per share, plus all accumulated, accrued and unpaid dividends, if any, to and including the redemption date.

On August 6, 2010, the Company called for redemption of all the outstanding shares of its Series A Preferred Stock. The Series A Preferred Stock was redeemed on September 6, 2010, at a cash redemption price of $25.2063 per share, representing the liquidation preference of $25.00 per share, plus accrued and unpaid dividends to, and including, the date of redemption.

On December 20, 2010, the Company filed Articles Supplementary with the Department of Assessments and Taxation of the State of Maryland, which was effective upon filing. The Articles Supplementary reclassified and designated 750,000 authorized but unissued shares of the 8.25% Series A Cumulative Redeemable Preferred Stock of the Company as authorized but unissued shares of preferred stock of the Company.

21. Other Noninterest Income and Expense

The following tables show the components of other noninterest income and expense (in thousands).

	Year Ended December 31,
	2012			2011		2010
Other noninterest income:
Revenue from check and stored value cards	$	275		$	—	$	—
Net loss from trading securities portfolio	(646		)	—		—
Trust fees	411			—		—
Service charges on depositor accounts	724			—		—
Commission and insurance agency income	2,159			2,645		2,353
Direct bill fees and insurance service fee income	4,109			4,140		4,391
Other	1,541			—		—
	$	8,573		$	6,785	$	6,744
Other noninterest expense:
Marketing	$	2,245		$	—	$	—
Data processing	4,033			434		376
Unreimbursed loan closing costs	5,944			—		—
Amortization of intangible assets	1,986			1,525		1,643
Acquisition costs	6,570			2,603		1,271
Management fees	1,025			1,098		1,124
Accounting fees	2,269			852		793
Other professional services	5,004			412		693
Other	5,292			2,869		2,590
	$	34,368		$	9,793	$	8,490

F-49

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

22. Derivative Financial Instruments

The Bank and PrimeLending use various derivative financial instruments to mitigate interest rate risk. The Bank’s interest rate risk management strategy involves effectively modifying the re-pricing characteristics of certain assets and liabilities so that changes in interest rates do not adversely affect the net interest margin. PrimeLending has interest rate risk relative to its inventory of mortgage loans held for sale and IRLCs. PrimeLending is exposed to such rate risk from the time an IRLC is made to an applicant to the time the related mortgage loan is sold.

Non-Hedging Derivative Instruments and the Fair Value Option

As discussed in Note 3, PrimeLending has elected to measure substantially all mortgage loans held for sale at fair value under the provisions of the Fair Value Option. The election provides PrimeLending the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without applying complex hedge accounting provisions. PrimeLending and FSC provide IRLCs to their customers and execute forward purchase commitments to sell mortgage loans. The fair values of both IRLCs and purchase commitments are recorded in other assets or other liabilities, as appropriate. Changes in the fair values of these derivative instruments produced a net loss of $6.2 million for the month ended December 31, 2012, which was recorded as a component of gain on sale of loans within other noninterest income, as appropriate.

Derivative positions at December 31, 2012 are presented in the following table (in thousands).

	Notional		Estimated
	Amount		Fair Value
Derivative instruments
IRLCs	$	1,133,211	$	15,616
Interest rate swaps	1,969		25
Forward purchase commitments	1,586,930		(1,025		)

23. Broker-Dealer and Clearing Organization Receivables and Payables

Broker-dealer and clearing organization receivables and payables at December 31, 2012 consisted of the following (in thousands). There were no broker-dealer and clearing organization receivables and payables at December 31, 2011.

Receivables:
Securities borrowed	$	103,936
Securities failed to deliver	33,045
Clearing organizations	8,543
Due from dealers	40
	$	145,564
Payables:
Securities loaned	$	115,102
Correspondents	41,414
Securities failed to receive	31,474
	$	187,990

F-50

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

24. Deferred Policy Acquisition Cost

Policy acquisition expenses, primarily commissions, premium taxes and underwriting expenses related to the successful issuance of a new or renewal policy incurred by NLASCO are deferred and charged against income ratably over the terms of the related policies.  A summary of the activity in deferred policy acquisition costs is as follows (in thousands).

	Year Ended December 31,
	2012			2011
Balance, beginning of year	$	19,182		$	17,237
Acquisition expenses capitalized	39,387			36,700
Amortization charged to income	(38,757		)	(34,755		)
Balance, end of year	$	19,812		$	19,182

Amortization is included in policy acquisition and other underwriting expenses in the accompanying consolidated statements of operations.

25. Reserves for Unpaid Losses and Loss Adjustment Expenses

Information regarding the reserve for unpaid losses and LAE are as follows (in thousands).

	Year Ended December 31,
	2012			2011			2010
Balance, beginning of year	$	44,835		$	58,882		$	33,780
Less reinsurance recoverables	(25,083		)	(43,773		)	(21,102		)
Net balance, beginning of year	19,752			15,109			12,678
Incurred related to:
Current year	109,328			97,742			69,044
Prior years	(169		)	(1,008		)	1,899
Total incurred	109,159			96,734			70,943
Payments related to:
Current year	(90,743		)	(83,266		)	(59,560		)
Prior years	(14,541		)	(8,825		)	(8,952		)
Total payments	(105,284		)	(92,091		)	(68,512		)
Net balance, end of year	23,627			19,752			15,109
Plus reinsurance recoverables	10,385			25,083			43,773
Balance, end of year	$	34,012		$	44,835		$	58,882

The decrease in reserves for the year ended December 31, 2012, as compared to the same period in 2011, of $10.8 million is due primarily to settling reserves and paying claims related to Hurricane Ike, Hurricane Dolly and the 2010 Arizona Storm. Incurred amounts related to current year increased $11.6 million for the year ended December 31, 2012, as compared to the same period in 2011, is due to an increase in frequency and severity of wind and hail losses. Incurred amounts related to prior years indicates favorable development in incurred but not reported at December 31, 2011, resulting in a benefit in the year ended December 31, 2012. This redundancy is due to favorable development on our homeowners and fire products for the 2008 and 2009 accident years, offset by unfavorable development for the 2011 accident year.

F-51

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

26. Reinsurance Activity

NLASCO limits the maximum net loss that can arise from large risks or risks in concentrated areas of exposure by reinsuring (ceding) certain levels of risk. Substantial amounts of business are ceded, and these reinsurance contracts do not relieve NLASCO from its obligations to policyholders. Such reinsurance includes quota share, excess of loss, catastrophe, and other forms of reinsurance on essentially all property and casualty lines of insurance. Net insurance premiums earned, losses and LAE and policy acquisition and other underwriting expenses are reported net of the amounts related to reinsurance ceded to other companies. Amounts recoverable from reinsurers related to the portions of the liability for losses and LAE and unearned insurance premiums ceded to them are reported as assets. Failure of reinsurers to honor their obligations could result in losses to NLASCO; consequently, allowances are established for amounts deemed uncollectible as NLASCO evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. At December 31, 2012, reinsurance receivables have a carrying value of $18.6 million. There was no allowance for uncollectible accounts at December 31, 2012, based on our quality requirements.

Reinsurers with a balance in excess of 5% of our outstanding reinsurance receivables at December 31, 2012 are listed below (in thousands).

	Balances
	Due From		A.M. Best
	Reinsurers		Rating
Federal Emergency Management Agency	$	3,706	N/A
Endurance Specialty Insurance Ltd	2,142		A
Arden Reinsurance Co	1,702		A-
Platinum Underwriters Reinsurance, Inc.	1,415		A
Munich Reinsurance America, Inc.	1,076		A+
Arch Reinsurance Company	1,066		A+
MS Frontier Reinsurance Limited	1,059		A
	$	12,166

The effects of reinsurance on premiums written and earned are summarized as follows (in thousands).

	Year Ended December 31,
	2012						2011						2010
	Written			Earned			Written			Earned			Written			Earned
Premiums from direct business	$	163,780		$	162,383		$	155,054		$	147,419		$	139,290		$	134,701
Reinsurance assumed	6,422			5,882			5,388			5,176			5,079			4,998
Reinsurance ceded	(19,751		)	(21,564		)	(18,705		)	(18,547		)	(22,678		)	(22,507		)
Net premiums	$	150,451		$	146,701		$	141,737		$	134,048		$	121,691		$	117,192

The effects of reinsurance on incurred losses are as follows (in thousands).

	Year Ended December 31,
	2012			2011		2010
Loss and LAE incurred	$	115,347		$	92,655	$	109,882
Reinsurance recoverables	(6,188		)	4,079		(38,939		)
Net loss and LAE incurred	$	109,159		$	96,734	$	70,943

F-52

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Multi-line excess of loss coverage

In addition to the catastrophe reinsurance noted below, both NLIC and ASIC participate in an excess of loss program with General Reinsurance Corporation. The General Reinsurance Corporation program is limited to each risk with respect to property and liability in the amount of $775,000 for each of NLIC and ASIC. Each of NLIC and ASIC retain $225,000 in this program. Effective January 1, 2013, the program limited each risk for property and liability in the amount of $700,000 for each NLIC and ASIC, with the retention increasing to $300,000.

Catastrophic coverage

NLASCO’s liabilities for losses and loss adjustment expenses include liabilities for reported losses, liabilities for incurred but not reported, or IBNR, losses and liabilities for loss adjustment expenses, or LAE, less a reduction for reinsurance recoverables related to those liabilities. The amount of liabilities for reported claims is based primarily on a claim-by-claim evaluation of coverage, liability, injury severity or scope of property damage, and any other information considered relevant to estimating exposure presented by the claim. The amounts of liabilities for IBNR losses and LAE are estimated on the basis of historical trends, adjusted for changes in loss costs, underwriting standards, policy provisions, product mix and other factors. Estimating the liability for unpaid losses and LAE is inherently judgmental and is influenced by factors that are subject to significant variation. Liabilities for LAE are intended to cover the ultimate cost of settling claims, including investigation and defense of lawsuits resulting from such claims. Based upon the contractual terms of the reinsurance agreements, reinsurance recoverables offset, in part, NLASCO’s gross liabilities.

At December 31, 2012, NLASCO has four layers of catastrophic excess of loss reinsurance coverage up to $170 million of losses per event in excess of $8 million retention by NLIC and $1.5 million retention by ASIC. The reinsurance in excess of $8 million is comprised of four layers of protection: $17 million in excess of $8 million retention; $25 million in excess of $25 million loss; $50 million in excess of $50 million loss and $70 million in excess of $100 million loss. NLIC and ASIC retain no participation in any of the layers, beyond the first $8 million and $1.5 million, respectively. At December 31, 2012, total retention for any one catastrophe that affects both NLIC and ASIC is limited to $8 million in the aggregate. At January 1, 2013, NLASCO renewed its reinsurance contract for its first, second and third layers of reinsurance. The projected premiums on these treaties for NLIC and ASIC are $10.1 million and $2.8 million, respectively, in 2013.

For the year ended December 31, 2012, NLASCO experienced a catastrophe that resulted in losses in excess of retention at NLIC, as compared to none during the year ended December 31, 2011. For the year ended December 31, 2010, NLASCO experienced one significant catastrophe that resulted in losses in excess of retention at ASIC. The Texas hail storm that exceeded retention in the year ended December 31, 2012, had incurred losses of $8.3 million. Gross losses from the 2010 catastrophe and other prior year catastrophic events, including Hurricanes Ike and Dolly, was $0.8 million, as compared to favorable development of $7.0 million for the same period in 2011. These losses have no effect on net loss and LAE incurred because the catastrophic events exceeded our retention and are fully recoverable. The primary financial effect beyond the reinsurance retention is additional reinstatement premium payable to the affected reinsurers. Reinstatement premiums during the years ended December 31, 2012, 2011 and 2010 of $0.5 million, $0.1 million and $2.5 million, respectively. Reinstatement premiums are recorded as ceded premiums.

For the year ended December 31, 2012, the ultimate loss development related to Hurricane Ike increased $1.4 million, resulting in reinstatement premiums of $0.6 million. Total loss development was favorable $0.6 million on Hurricane Dolly, resulting in a benefit from reinstatement premiums of $0.1 million.

For the year ended December 31, 2011, the ultimate loss development related to Hurricane Ike decreased $9.3 million, resulting in a benefit from reinstatement premiums of $0.4 million. Total loss development was favorable $1.0 million on Hurricane Dolly, resulting in a benefit from reinstatement premiums of $0.3 million.

For the year ended December 31, 2010, the ultimate loss development related to Hurricane Ike increased $25.0 million, resulting in additional reinstatement premiums of $1.1 million. Total loss development on Hurricane Dolly increased $3.9 million, resulting in additional reinstatement premiums of $0.9 million.

F-53

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

27. Segment and Related Information

Hilltop has four reportable segments that are organized primarily by the core products offered to the segments’ respective customers. The banking segment includes the operations of the Bank. The operations of PrimeLending comprise the mortgage origination segment. The insurance segment is composed of NLASCO. The financial advisory segment is composed of First Southwest.

Balance sheet amounts for Hilltop and its remaining subsidiaries not discussed in the previous paragraph are included in “All Other and Eliminations.”

As discussed in Note 1 to the consolidated financial statements, the Company acquired PlainsCapital and its subsidiaries on November 30, 2012. Prior to this acquisition, Hilltop operated as a single segment through its insurance subsidiary, NLASCO, given the integrated monitoring, control and management of its fire and homeowners insurance business lines.

The following tables present certain information about reportable segment revenues, operating results, goodwill and assets at and for the year ended December 31, 2012 (in thousands).

			Mortgage						Financial		All Other and			Hilltop
	Banking		Origination			Insurance			Advisory		Eliminations			Consolidated
Net interest income (expense)	$	24,885	$	(4,987	)	$	4,730		$	1,191	$	3,023		$	28,842
Provision for loan losses	3,670		—			—			130		—			3,800
Noninterest income	4,601		57,618			154,147			10,909		(3,043		)	224,232
Noninterest expense	16,130		50,296			163,585			11,078		14,428			255,517
Income (loss) before income taxes	$	9,686	$	2,335		$	(4,708	)	$	892	$	(14,448	)	$	(6,243	)
Goodwill	$	209,703	$	13,071		$	23,988		$	7,008	$	—		$	253,770
Total assets	$	6,195,775	$	1,548,384		$	305,699		$	592,017	$	(1,355,010	)	$	7,286,865

28. Earnings (Loss) per Common Share

The following table presents the computation of basic and diluted loss per common share (in thousands, except per share data).

	Year Ended December 31,
	2012			2011			2010
Loss applicable to Hilltop Holdings common stockholders	$	(5,592	)	$	(6,531	)	$	(548	)
Dividends on preferred stock	(259		)	—			(7,047		)
Redemption of preferred stock	—			—			(5,892		)
Loss applicable to Hilltop Holdings common stockholders for basic loss per common share	$	(5,851	)	$	(6,531	)	$	(13,487	)
Basic shares outstanding	58,754			56,499			56,492
Diluted shares outstanding	58,754			56,499			56,492
Basic loss per common share	$	(0.10	)	$	(0.12	)	$	(0.24	)
Diluted loss per common share	$	(0.10	)	$	(0.12	)	$	(0.24	)
Weighted-average equivalent shares excluded from diluted loss:
Senior exchangeable notes	6,208			6,208			6,718
Stock options	600			700			100
Total	6,808			6,908			6,818

F-54

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

For each of the years ended December 31, 2012, 2011 and 2010, the computation of diluted net loss per common share did not include the shares of senior exchangeable notes as their inclusion would have been anti-dilutive. Options to purchase common stock for the years ended December 31, 2012, 2011 and 2010 were not included in the computation of diluted net loss per common share as their exercise prices were in excess of the average stock prices for the periods presented.

29. Condensed Financial Statements of Parent

Condensed financial statements of Hilltop (parent only) follow (in thousands). Investments in subsidiaries are determined using the equity method of accounting.

Condensed Statements of Operations

	Year Ended December 31,
	2012			2011			2010
Investment income	$	7,035		$	4,284		$	1,791
Interest expense	6,996			7,135			7,010
General and administrative expense	14,488			8,868			7,433
Loss before income taxes, equity in undistributed earnings of subsidiaries and preferred stock activity	(14,449		)	(11,719		)	(12,652		)
Income tax benefit	(3,313		)	(5,138		)	(4,941		)
Equity in undistributed earnings of subsidiaries	6,038			50			7,163
Net loss	$	(5,098	)	$	(6,531	)	$	(548	)

Condensed Statements of Comprehensive Income (Loss)

	Year Ended December 31,
	2012			2011			2010
Net loss	$	(5,098	)	$	(6,531	)	$	(548	)
Other comprehensive income (loss), net of tax	(4,900		)	8,581			1,723
Comprehensive income (loss)	$	(9,998	)	$	2,050		$	1,175

Condensed Balance Sheets

	December 31,
	2012		2011
Assets
Cash and cash equivalents	$	204,754	$	533,374
Securities, available for sale	64,082		70,513
Investment in subsidiaries	944,546		126,017
Other assets	27,743		24,884
Total assets	$	1,241,125	$	754,788
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	$	5,779	$	8,555
Notes payable	90,850		90,850
Stockholders’ equity	1,144,496		655,383
Total liabilities and stockholders’ equity	$	1,241,125	$	754,788

F-55

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

Condensed Statements of Cash Flows

	Year Ended December 31,
	2012			2011			2010
Operating Activities
Net loss	$	(5,098	)	$	(6,531	)	$	(548	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in undistributed earnings of subsidiaries	(6,038		)	(50		)	(7,163		)
Deferred income taxes	(1,011		)	(3,756		)	6,787
Other, net	(3,506		)	(204		)	(906		)
Net cash used in operating activities	(15,653		)	(10,541		)	(1,830		)
Investing Activities
Cash paid for acquisitions	(311,805		)	—			—
Purchases of securities available for sale	—			(57,489		)	—
Net cash used in investing activities	(311,805		)	(57,489		)	—
Financing Activities
Dividends paid	(1,162		)	—			(8,766		)
Redemption of preferred stock	—			—			(125,000		)
Net cash used in financing activities	(1,162		)	—			(133,766		)
Net change in cash and cash equivalents	(328,620		)	(68,030		)	(135,596		)
Cash and cash equivalents, beginning of year	533,374			601,404			737,000
Cash and cash equivalents, end of year	$	204,754		$	533,374		$	601,404

30. Recently Issued Accounting Standards

Deferred Policy Acquisition Costs

In October 2010, the FASB issued ASU-2010-26 to address the diversity in practice for the accounting for costs associated with acquiring or renewing insurance contracts. This guidance modifies the definition of policy acquisition costs to specify that a cost must be directly related to the successful acquisition of a new or renewal insurance contract in order to be deferred. If application of this guidance would result in the capitalization of policy acquisition costs that had not previously been capitalized by a reporting entity, the entity may elect not to capitalize those costs. The updated guidance is effective for periods beginning after December 15, 2011. The Company adopted this guidance prospectively on January 1, 2012, and it had no material impact on the Company’s consolidated financial statements.

Achieving Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs

In May 2011, the FASB amended the Fair Value Measurements and Disclosures Topic of the ASC to converge the fair value measurement guidance in U.S. GAAP and International Financial Reporting Standards. The amendments clarify the application of existing fair value measurement requirements, change certain principles in the Fair Value Measurements and Disclosure Topic and require additional fair value disclosures. The amendments became effective for Hilltop on January 1, 2012 and did not have a significant effect on the Company’s consolidated financial statements. Hilltop has included the additional disclosures required by the amendments in Note 3.

Comprehensive Income

In June 2011, the FASB amended the Comprehensive Income Topic of the ASC to revise the manner in which entities present comprehensive income in their financial statements. The amendments became effective for Hilltop on January 1, 2012. Accordingly, the Company has presented the components of comprehensive income in a separate statement of comprehensive income immediately following the statement of operations, rather than in the statement of stockholders’ equity. The adoption of the amendment did not have a significant effect on the Company’s consolidated financial statements.

F-56

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

In February 2013, the FASB issued an additional amendment to the Comprehensive Income Topic to improve the reporting of reclassifications out of comprehensive income. The amendments require entities to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income (loss) if the amount being reclassified is required under GAAP to be reclassified out of accumulated other comprehensive income in its entirety to net income (loss). The amendment became effective for Hilltop on January 1, 2013, and its adoption is not expected to have a significant effect on the Company’s financial position, results of operations or cash flows.

Offsetting Asset and Liabilities

In December 2011, the FASB amended the Balance Sheet Topic of the ASC to require enhanced disclosures about the nature and effect or potential effect of an entity’s rights of setoff associated with its financial and derivative instruments. In January 2013, the FASB issued an update to the amendments, which narrowed the scope of the financial instruments for which the enhanced disclosures are applicable. The amendments became effective for Hilltop on January 1, 2013, and its adoption is not expected to have a significant effect on the Company’s financial position, results of operations or cash flows.

Testing Indefinite-Lived Intangible Assets for Impairment

In July 2012, the FASB amended the Intangibles Topic of the ASC to simplify how entities test indefinite-lived intangible assets, other than goodwill, for impairment. Entities have the option to qualitatively test whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount in determining whether step one of the annual impairment test is necessary. The adoption of the amendment became effective for Hilltop in the fourth quarter of 2012 and did not have a significant effect on the Company’s consolidated financial statements.

31. Selected Quarterly Financial Information (Unaudited)

Selected quarterly financial information for the years ended December 31, 2012 and 2011 is summarized as follows (in thousands, except per share data).

	Year Ended December 31, 2012
	Fourth		Third			Second			First
	Quarter		Quarter			Quarter			Quarter
Interest income	$	28,954	$	3,379		$	3,349		$	3,356
Interest expense	3,786		2,140			2,131			2,139
Net interest income	25,168		1,239			1,218			1,217
Provision for loan losses	3,800		—			—			—
Noninterest income	109,691		39,591			38,063			36,887
Noninterest expense	115,934		46,792			55,233			37,558
Income (loss) before income taxes	15,125		(5,962		)	(15,952		)	546
Income tax provision (benefit)	5,809		(1,914		)	(5,243		)	203
Net income (loss)	9,316		(4,048		)	(10,709		)	343
Less: Net income attributable to noncontrolling interest	494		—			—			—
Net income (loss) attributable to Hilltop Holdings	$	8,822	$	(4,048	)	$	(10,709	)	$	343
Dividends on preferred stock	259		—			—			—
Income (loss) applicable to Hilltop Holdings common stockholders	$	8,563	$	(4,048	)	$	(10,709	)	$	343
Earnings (loss) per common share:
Basic	$	0.13	$	(0.07	)	$	(0.19	)	$	0.01
Diluted	$	0.13	$	(0.07	)	$	(0.19	)	$	0.01

F-57

Hilltop Holdings Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

	Year Ended December 31, 2011
	Fourth		Third			Second			First
	Quarter		Quarter			Quarter			Quarter
Interest income	$	3,243	$	3,233		$	2,357		$	2,216
Interest expense	2,323		2,241			2,245			2,176
Net interest income	920		992			112			40
Noninterest income	37,259		37,512			34,303			32,576
Noninterest expense	30,392		39,569			54,864			30,429
Income (loss) before income taxes	7,787		(1,065		)	(20,449		)	2,187
Income tax provision (benefit)	2,743		(1,313		)	(7,216		)	777
Net income (loss)	$	5,044	$	248		$	(13,233	)	$	1,410
Earnings (loss) per common share:
Basic	$	0.09	$	0.00		$	(0.23	)	$	0.02
Diluted	$	0.09	$	0.00		$	(0.23	)	$	0.02

As discussed in Note 2 to the consolidated financial statements, the operating results of Hilltop for the fourth quarter ended December 31, 2012 include the results from the operations acquired in the PlainsCapital transaction for the month ended December 31, 2012. PlainsCapital contributed $8.4 million of net earnings during the fourth quarter of 2012.

F-58

EX-3.1

EXHIBIT 3.1

AFFORDABLE RESIDENTIAL COMMUNITIES INC.

ARTICLES OF AMENDMENT AND RESTATEMENT

FIRST: Affordable Residential Communities Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended.

SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended:

ARTICLE I

INCORPORATOR

The undersigned, James J. Hanks, Jr., whose address is c/o Venable LLP, 2 Hopkins Plaza, Suite 1800, Baltimore, Maryland 21201, being at least 18 years of age, does hereby form a corporation under the general laws of the State of Maryland.

ARTICLE II

NAME

The name of the corporation (the “Corporation”) is:

Affordable Residential Communities Inc.

ARTICLE III

PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or obligation, engaging in business as a real estate investment trust under the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”)) for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force. For purposes of these Articles, “REIT” means a real estate investment trust under Sections 856 through 860 of the Code.

ARTICLE IV

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is c/o Venable LLP, 2 Hopkins Plaza, Suite 1800, Baltimore, Maryland 21201. The name of the resident agent of the Corporation in the State of Maryland is James J. Hanks, Jr., whose post office address is c/o Venable LLP, 2 Hopkins Plaza, Suite 1800, Baltimore, Maryland 21201. The resident agent is a citizen of and resides in the State of Maryland.

ARTICLE V

PROVISIONS FOR DEFINING, LIMITING

AND REGULATING CERTAIN POWERS OF THE

CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

Section 5.1  Number and Qualification of Directors.  The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation shall be eleven, which number may be increased or decreased pursuant to the Bylaws, but shall never be less than the minimum number required by the Maryland General Corporation Law (the

“MGCL”) nor more than 15. The names of the directors who shall serve until the next annual meeting of stockholders and until their successors are duly elected and qualify are:

Scott D. Jackson

John G. Sprengle

Todd M. Abbrecht

James L. Clayton

J. Markham Green

Michael Greene

Thomas M. Hagerty

Randall A. Hack

Eugene Mercy, Jr.

Charles J. Santos-Buch

Scott A. Schoen

Subject to the provisions of this Section 5.1, these directors may increase the number of directors and may fill any vacancy, whether resulting from an increase in the number of directors or otherwise, on the Board of Directors occurring before the next annual meeting of stockholders in the manner provided in the Bylaws.

The Corporation elects, at such time as it becomes eligible to make the election provided for under Section 3-802(b) of the MGCL, that, except as may be provided by the Board of Directors in setting the terms of any class or series, any and all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred.

Section 5.2  Extraordinary Actions.  Except as specifically provided in Section 5.8 (relating to removal of directors) and in Article VIII, notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid if taken or approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 5.3  Authorization by Board of Stock Issuance.  The Board of Directors may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the charter of the Corporation (the “Charter”) or the Bylaws.

Section 5.4  Preemptive Rights and Appraisal Rights.  Except as may be provided by the Board of Directors in setting the terms of classified or reclassified shares of stock pursuant to Section 6.5 or as may otherwise be provided by contract, no holder of shares of stock of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell. Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL unless the Board of Directors, upon the affirmative vote of a majority of the entire Board of Directors, shall determine that such rights apply, with respect to all or any classes or series of stock, to a particular transaction or all transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

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Section 5.5  Indemnification.  The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who is a present or former director or officer of the Corporation or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his status as a present or former director or officer of the Corporation. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation.

Section 5.6  Determinations by Board.  The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of Directors consistent with the Charter and in the absence of actual receipt of an improper benefit in money, property or services or active and deliberate dishonesty established by a court, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, annual or other net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; or any other matter relating to the business and affairs of the Corporation.

Section 5.7  REIT Qualification.  The Board of Directors shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Corporation as a REIT; provided, however, if the Board of Directors determines that it is no longer in the best interests of the Corporation to continue to be qualified as a REIT, the Board of Directors may revoke or otherwise terminate the Corporation’s REIT election pursuant to Section 856(g) of the Code. The Board of Directors also may determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Article VII is no longer required for REIT qualification.

Section 5.8  Removal of Directors.  Subject to the rights of holders of one or more classes or series of Preferred Stock (as defined herein) to elect or remove one or more directors, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.

ARTICLE VI

STOCK

Section 6.1  Authorized Shares.  The Corporation has authority to issue 120,000,000 shares of stock, consisting of 100,000,000 shares of Common Stock, $.01 par value per share (“Common Stock”),

3

10,000,000 shares of Special Voting Stock, $.01 par value per share (“Special Voting Stock”), and 10,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $1,200,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. To the extent permitted by Maryland law, the Board of Directors, without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

Section 6.2  Common Stock.  Subject to the provisions of Article VII, each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors may reclassify any unissued shares of Common Stock from time to time in one or more classes or series of stock.

Section 6.3  Special Voting Stock.

Section 6.3.1  Dividends and Distributions.  The holders of shares of Special Voting Stock shall not be entitled to any regular or special dividend payments. Without limiting the foregoing, the holders of shares of Special Voting Stock shall not be entitled to any dividends or other distributions declared or paid with respect to the shares of Common Stock or any other stock of the Corporation.

Section 6.3.2  Voting Rights.  The holders of shares of Special Voting Stock shall have the following voting rights:

(a)           Subject to the provisions for adjustment set forth in this Section 6.3.2, each share of Special Voting Stock shall entitle the holder thereof to one vote on all matters submitted to a vote of the stockholders of the Corporation. The holders of shares of Special Voting Stock shall vote collectively with the holders of shares of Common Stock as one class on all matters submitted to a vote of stockholders of the Corporation, and, except as expressly set forth in Section 6.3.8 hereof, the holders of shares of Special Voting Stock shall have no other voting rights, as a separate class or other otherwise, including any rights to vote as a class with respect to any extraordinary corporate action such as a merger, consolidation, dissolution, liquidation or the like.

(b)           In the event that the Corporation shall (i) declare or pay a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution to all holders of its outstanding shares of Common Stock in shares of Common Stock, (ii) split or subdivide its outstanding shares of Common Stock or (iii) effect a reverse stock split or otherwise combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then, in each such case, the number of votes per share of Special Voting Stock to which the holders of Special Voting Stock were entitled immediately prior to the completion of any such event shall be adjusted by multiplying such number by a fraction, (x) the numerator of which shall be the number of shares of Common Stock issued and outstanding on the record date for such dividend, distribution, split, subdivision, reverse split or combination (assuming for such purposes that such dividend, distribution, split, subdivision, reverse split or combination had occurred as of such time) and (y) the denominator of which shall be the actual number of shares of Common Stock (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, split, subdivision, reverse split or combination.

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Section 6.3.3  Pairing.  The Corporation shall not issue or agree to issue any shares of Special Voting Stock to any person unless effective provision has been made for the simultaneous issuance by Affordable Residential Communities LP, a Delaware limited partnership (the “Operating Partnership”), to the same person of the same number of Paired Common Units (as defined in the Agreement of Limited Partnership of the Operating Partnership, as amended from time to time (the “Partnership Agreement”)), and for the pairing of such shares of Special Voting Stock and Paired Common Units in accordance with the Pairing Agreement (the “Pairing Agreement”), dated as of the date hereof, by and between the Corporation and the Operating Partnership. Until the limitation on transfer provided for in Section 1 of the Pairing Agreement shall be terminated in accordance with the terms of the Pairing Agreement:

(a)           No share of Special Voting Stock shall be transferable, and no such share shall be transferred on the stock transfer books of the Corporation, except in accordance with (i) the provisions of the Pairing Agreement and (ii) the provisions of Article XI of the Partnership Agreement.

(b)           A legend shall be placed on the face of each certificate representing ownership of shares of Special Voting Stock referring to the restriction on transfer set forth herein and in the Pairing Agreement.

Section 6.3.4.  Reacquired Shares.  Any shares of Special Voting Stock acquired by the Corporation or the Operating Partnership in any manner whatsoever (including any shares acquired by the Corporation or the Operating Partnership as contemplated by Section 8.6.F(8) of the Partnership Agreement) shall be cancelled automatically, shall cease to be outstanding and shall become authorized but unissued shares of Special Voting Stock, and the former holder or holders thereof shall have no further rights (hereunder or otherwise) with respect to such shares. Any shares of Special Voting Stock that are cancelled in accordance with the preceding sentence may be issued by the Corporation as shares of Special Voting Stock in accordance with the applicable provision of the charter.

Section 6.3.5  Liquidation, Dissolution or Winding Up.  The holders of shares of Special Voting Stock shall not be entitled to any distribution rights or any other rights to receive any property upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation.

Section 6.3.6.  Redemption.  The shares of Special Voting Stock shall not be redeemable by the Corporation. Notwithstanding the foregoing, if at any time any limited partner of the Operating Partnership elects to redeem any Paired Common Unit pursuant to Section 8.6 of the Partnership Agreement and the Corporation exercises its rights under Section 8.6.B of the Partnership Agreement to acquire any or all of such Paired Common Units in exchange for shares of Common Stock, then upon the acquisition by the Corporation of any such Paired Common Units in exchange for shares of Common Stock in accordance with the terms and conditions of the Partnership Agreement, the shares of Special Voting Stock paired with the Paired Common Units so acquired shall become authorized but unissued shares of Special Voting Stock as contemplated by Section 6.3.4 above, and thereafter the former holders thereof shall have no further rights (hereunder or otherwise) with respect to such shares.

Section 6.3.7  Certain Business Combinations Involving the Operating Partnership.  In the event that the Operating Partnership is party to any consolidation, merger, combination or other transaction pursuant to which the Paired Common Units are converted or changed into or exchanged for stock and/or other securities of any other entity and/or cash or any other property, then in any such case the shares of Special Voting Stock paired with such Paired Common Units shall be cancelled and extinguished at and as of the effective time of such transaction without any consideration therefor (except for the consideration, if any, provided for in the agreement with

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respect to such transaction), and thereafter the former holders of such shares of Special Voting Stock shall have no further rights (hereunder or otherwise) with respect to such cancelled and extinguished shares.

Section 6.3.8  Amendment.  The Charter shall not be amended in any manner that would materially alter or change the powers, preferences or special rights of the Special Voting Stock, as set forth herein, so as to affect them adversely without the affirmative vote of the holders of at least a majority of the outstanding shares of Special Voting Stock, voting separately as a class.

Section 6.3.9  Fractional Shares.  Special Voting Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights and to have the benefit of all other rights of holders of Special Voting Stock.

Section 6.4  Preferred Stock.  The Board of Directors may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any series from time to time, in one or more classes or series of stock.

Section 6.5  Classified or Reclassified Shares.  Prior to issuance of classified or reclassified shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the provisions of Article VII and subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 6.5 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and expressly set forth in the articles supplementary or other Charter document filed with the SDAT.

Section 6.6  Charter and Bylaws.  All persons who shall acquire stock in the Corporation shall acquire the same subject to the provisions of the Charter and the Bylaws.

ARTICLE VII

RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

Section 7.1  Definitions.  For the purpose of this Article VII, the following terms shall have the following meanings:

Aggregate Stock Ownership Limit.  The term “Aggregate Stock Ownership Limit” shall mean not more than 9.8% in value of the aggregate of the outstanding shares of Stock. The value of the outstanding shares of Stock shall be determined by the Board of Directors of the Corporation in good faith, which determination shall be conclusive for all purposes hereof.

Beneficial Ownership.  The term “Beneficial Ownership” shall mean ownership of Stock by a Person, whether the interest in the shares of Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

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Business Day.  The term “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

Charitable Beneficiary.  The term “Charitable Beneficiary” shall mean one or more beneficiaries of the Trust as determined pursuant to Section 7.3.6, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Common Stock Ownership Limit.  The term “Common Stock Ownership Limit” shall mean 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock of the Corporation. The number and value of outstanding shares of Common Stock of the Corporation shall be determined by the Board of Directors of the Corporation in good faith, which determination shall be conclusive for all purposes hereof.

Constructive Ownership.  The term “Constructive Ownership” shall mean ownership of Stock by a Person, whether the interest in the shares of Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

Excepted Holder.  The term “Excepted Holder” shall mean any stockholder of the Corporation for whom an Excepted Holder Limit is created by the Charter or by the Board of Directors pursuant to Section 7.2.7.

Excepted Holder Limit.  The term “Excepted Holder Limit” shall mean, as it relates to any Excepted Holder, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board of Directors pursuant to Section 7.2.7, and subject to adjustment pursuant to Section 7.2.8, the percentage limit established by the Board of Directors pursuant to Section 7.2.7.

Individual.  The term “Individual” shall mean any person that is treated as an individual for purposes of Section 542(a)(2) of the Code, as modified by Section 856(h)(3) of the Code.

Initial Date.  The term “Initial Date” shall mean the date upon which the Articles of Amendment and Restatement containing this Article VII are filed with the SDAT.

Market Price.  The term “Market Price” on any date shall mean, with respect to any class or series of outstanding shares of Stock, the Closing Price for such Stock on such date. The “Closing Price” on any date shall mean the last sale price for such Stock, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Stock, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or, if such Stock is not listed or admitted to trading on the NYSE, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Stock is listed or admitted to trading or, if such Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if such Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Stock selected by the Board of Directors of

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the Corporation or, in the event that no trading price is available for such Stock, the fair market value of the Stock, as determined in good faith by the Board of Directors of the Corporation.

Non-U.S. Person.  The term “Non-U.S. Person” shall mean a Person other than a U.S. Person.

NYSE.  The term “NYSE” shall mean the New York Stock Exchange.

Person.  The term “Person” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and a group to which an Excepted Holder Limit applies.

Prohibited Owner.  The term “Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of Section 7.2, would Beneficially Own or Constructively Own shares of Stock, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.

Restriction Termination Date.  The term “Restriction Termination Date” shall mean the first day after the Initial Date on which the Corporation determines pursuant to Section 5.7 of the Charter that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of shares of Stock set forth herein is no longer required in order for the Corporation to qualify as a REIT.

Stock.  The term “Stock” shall mean all classes or series of stock of the Corporation, including, without limitation, Common Stock, Special Voting Stock and Preferred Stock.

Transfer.  The term “Transfer” shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire Beneficial Ownership or Constructive Ownership, or any agreement to take any such actions or cause any such events, of Stock or the right to vote or receive dividends on Stock, including (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Stock or any interest in Stock or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in changes in Beneficial or Constructive Ownership of Stock; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings.

Trust.  The term “Trust” shall mean any trust provided for in Section 7.3.1.

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Trustee.  The term “Trustee” shall mean the Person unaffiliated with the Corporation and a Prohibited Owner, that is appointed by the Corporation to serve as trustee of the Trust.

U.S. Person.  The term “U.S. Person” shall mean (a) a citizen or resident of the United States, (b) a partnership or corporation formed or organized under the laws of the United States or any state therein (including the District of Columbia), (c) any estate or trust (other than a foreign estate or foreign trust within the meaning of Section 7701(a)(31) of the Code) or (d) any other Person that is a U.S. person for federal income tax purposes.

Section 7.2  Stock.

Section 7.2.1  Ownership Limitations.  Subject to Section 7.4 and except as provided in Section 7.2.7, during the period commencing on the Initial Date and continuing until the Restriction Termination Date:

(a)  Basic Restrictions.

(i)            (1) No Individual, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Stock in excess of the Aggregate Stock Ownership Limit, (2) no Individual, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Common Stock in excess of the Common Stock Ownership Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own shares of Stock in excess of the Excepted Holder Limit for such Excepted Holder.

(ii)           No Person shall Beneficially Own shares of Stock to the extent that such Beneficial Ownership of Stock would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including, but not limited to, Beneficial Ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through one or more partnerships or limited liability companies) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

(iii)          Subject to Section 7.4, notwithstanding any other provisions contained herein, any Transfer of shares of Stock or other event that, if effective, would result in the Stock being beneficially owned by less than 100 Persons (determined under the principles of Section 856(a)(5) of the Code (but without reference to the rules of attribution under Section 544 of the Code)) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Stock.

(iv)          No Person shall Beneficially Own or Constructively Own shares of Stock to the extent that such Beneficial Ownership or Constructive Ownership of Stock would result in Non-U.S. Persons directly or indirectly owning shares of Stock the fair market value of which would comprise 50% or more of the fair market value of the issued and outstanding shares of Stock.

(b)  Transfer in Trust.  If any Transfer of shares of Stock or other event occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning, in violation of Section 7.2.1(a)(i), or Beneficially Owning, in violation of Section 7.2.1(a)(ii), or directly or indirectly owning, in violation of Section 7.2.1(a)(iv), shares of Stock,

(i)            then that number of shares of Stock the Beneficial or Constructive Ownership, or direct or indirect ownership, of which otherwise would cause such Person to violate Section 7.2.1(a)(i), (ii) or (iv) (rounded to the nearest whole share) shall be automatically

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transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 7.3, effective as of the close of business on the Business Day prior to the date of such Transfer or other event, and such Person shall acquire no rights in such shares; or

(ii)           if the transfer to the Trust described in clause (i) of this Section 7.2.1(b) would not be effective for any reason to prevent the violation of Section 7.2.1(a)(i), (ii) or (iv), then the Transfer of that number of shares of Stock that otherwise would cause any Person to violate Section 7.2.1(a)(i), (ii) or (iv) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Stock.

Section 7.2.2  Remedies for Breach.  If the Board of Directors of the Corporation or any duly authorized committee thereof shall at any time determine in good faith that a Transfer or other event has taken place that results in a violation of Section 7.2.1 or that a Person intends to acquire or has attempted to acquire Beneficial or Constructive Ownership of any shares of Stock in violation of Section 7.2.1 (whether or not such violation is intended), the Board of Directors or a committee thereof shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem shares, refusing to give effect to such Transfer or other event on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfer or attempted Transfer or other event in violation of Section 7.2.1 shall automatically result in the transfer to the Trust described above, and, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Directors or a committee thereof.

Section 7.2.3  Notice of Restricted Transfer.  Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Stock that will or may violate Section 7.2.1(a) or any Person who would have owned shares of Stock that resulted in a transfer to the Trust pursuant to the provisions of Section 7.2.1(b) shall immediately give written notice to the Corporation of such event, or in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation’s status as a REIT.

Section 7.2.4  Owners Required To Provide Information.  From the Initial Date and prior to the Restriction Termination Date:

(a)           every owner of more than five percent (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) of the outstanding shares of Stock, within 30 days after the end of each taxable year, shall give written notice to the Corporation stating the name and address of such owner, the number of shares of Stock Beneficially Owned and a description of the manner in which such shares are held. Each such owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT and to ensure compliance with the Aggregate Stock Ownership Limit; and

(b)           each Person who is a Beneficial or Constructive Owner of Stock and each Person (including the stockholder of record) who is holding Stock for a Beneficial or Constructive Owner shall provide to the Corporation such information as the Corporation may request, in good faith, in order to determine the Corporation’s status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance.

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Section 7.2.5  Remedies Not Limited.  Subject to Section 5.7 of the Charter, nothing contained in this Article VII shall limit the authority of the Board of Directors of the Corporation to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its stockholders in preserving the Corporation’s status as a REIT.

Section 7.2.6  Ambiguity.  In the case of an ambiguity in the application of any of the provisions of this Article VII, the Board of Directors of the Corporation shall have the power to determine the application of the provisions of this Article VII with respect to any situation based on the facts known to it. In the event Section 7.2 or 7.3 requires an action by the Board of Directors and the Charter fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Sections 7.1, 7.2 or 7.3. Absent a decision to the contrary by the Board of Directors (which the Board may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 7.2.2) acquired Beneficial or Constructive Ownership, or direct or indirect ownership, of Stock in violation of Section 7.2.1, such remedies (as applicable) shall apply first to the shares of Stock which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such shares of Stock based upon the relative number of the shares of Stock held by each such Person.

Section 7.2.7  Exceptions.

(a)           Subject to Section 7.2.1(a)(ii), (iii) and (iv), the Board of Directors of the Corporation, in its sole discretion, may exempt (prospectively or retroactively) an Individual from the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit, as the case may be, and may establish or increase an Excepted Holder Limit for such Individual if:

(i)            the Board of Directors obtains such representations and undertakings from such Individual as are reasonably necessary to ascertain that no Person’s Beneficial or Constructive Ownership of such shares of Stock will violate Section 7.2.1(a)(ii), (iii) or (iv) and that any such exception will not cause the Corporation to fail to qualify as a REIT under the Code;

(ii)           such Individual does not and represents that he or she will not own, actually or Constructively, an interest in a tenant of the Corporation (or a tenant of any entity owned or controlled by the Corporation) that would cause the Corporation to own, actually or Constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Board of Directors obtains such representations and undertakings from such Individual as are reasonably necessary to ascertain this fact (for this purpose, a tenant from whom the Corporation (or an entity owned or controlled by the Corporation) derives (and is expected to continue to derive) a sufficiently small amount of revenue such that, in the opinion of the Board of Directors of the Corporation, rent from such tenant would not adversely affect the Corporation’s ability to qualify as a REIT, shall not be treated as a tenant of the Corporation); and

(iii)          such Individual agrees that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the restrictions contained in Sections 7.2.1 through 7.2.6) will result in such shares of Stock being automatically transferred to a Trust in accordance with Sections 7.2.1(b) and 7.3. If the Board of Directors of the Corporation establishes or increases an Excepted Holder Limit for one or more Individuals under this Section, it may reasonably determine that a correlative downward adjustment to the Aggregate Stock Ownership Limit and/or Common Stock Ownership Limit should be made.

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(b)           Prior to granting any exception pursuant to Section 7.2.7(a), the Board of Directors of the Corporation may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Corporation’s status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

(c)           The Board of Directors may only reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written consent of such Excepted Holder at any time, or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the Common Stock Ownership Limit.

Section 7.2.8  Increase in Aggregate Stock Ownership and Common Stock Ownership Limits.  Subject to Section 7.2.1(a)(ii), (iii) and (iv), the Board of Directors may from time to time increase the Common Stock Ownership Limit and the Aggregate Stock Ownership Limit for one or more Individuals and decrease the Common Stock Ownership Limit and the Aggregate Stock Ownership Limit for all other Individuals; provided, however, that the decreased Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit will not be effective for any Individual whose percentage ownership in Stock is in excess of such decreased Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit until such time as such Individual’s percentage of Stock equals or falls below the decreased Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit, but any further acquisition of Stock in excess of such percentage ownership of Stock will be in violation of the Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit and, provided further, that the new Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit would not allow five or fewer Individuals to Beneficially Own more than 49.9% in value of the outstanding Stock.

Section 7.2.9  Legend.  Each certificate for shares of Stock shall bear substantially the following legend:

The shares represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose of the Corporation’s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Corporation’s Charter, (i) no Individual may Beneficially or Constructively Own shares of the Corporation’s Common Stock in excess of 9.8% (in value or number of shares, whichever is more restrictive) of the outstanding shares of Common Stock of the Corporation unless such Individual is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Individual may Beneficially or Constructively Own shares of Stock of the Corporation in excess of 9.8% of the value of the total outstanding shares of Stock of the Corporation, unless such Individual is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own Stock that would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; (iv) no Person shall Beneficially Own or Constructively Own shares of Stock to the extent that such Beneficial Ownership or Constructive Ownership of Stock would result in Non-U.S. Persons directly or indirectly owning shares of Stock the fair market value of which would comprise 50% or more of the fair market value of the issued and outstanding shares of Stock; and (v) no Person may Transfer shares of Stock if such Transfer would result in the Stock of the

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Corporation being beneficially owned by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns, or directly or indirectly owns, or attempts to Beneficially or Constructively Own, or directly or indirectly own, shares of Stock which causes or will cause a Person to Beneficially or Constructively Own, or directly or indirectly own, shares of Stock in excess or in violation of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership (excluding (v) above) are violated, the shares of Stock represented hereby will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings defined in the charter of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its Principal Office.

Instead of the foregoing legend, the certificate may state that the Corporation will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge.

Section 7.3  Transfer of Stock in Trust.

Section 7.3.1  Ownership in Trust.  Upon any purported Transfer or other event described in Section 7.2.1(b) that would result in a transfer of shares of Stock to a Trust, such shares of Stock shall be deemed to have been transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Trust pursuant to Section 7.2.1(b). The Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 7.3.6.

Section 7.3.2  Status of Shares Held by the Trustee.  Shares of Stock held by the Trustee shall be issued and outstanding shares of Stock of the Corporation. The Prohibited Owner shall have no rights in the shares held by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the shares held in the Trust.

Section 7.3.3  Dividend and Voting Rights.  The Trustee shall have all voting rights and rights to dividends or other distributions with respect to shares of Stock held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Corporation that the shares of Stock have been transferred to the Trustee shall be paid by the recipient of such dividend or distribution to the Trustee upon demand and any dividend or other distribution authorized but unpaid shall be paid when due to the Trustee. Any dividend or distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Trust and, subject to Maryland law, effective as of the date that the shares of Stock have been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that the shares of Stock have been transferred to the Trustee and (ii) to recast

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such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VII, until the Corporation has received notification that shares of Stock have been transferred into a Trust, the Corporation shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.

Section 7.3.4  Sale of Shares by Trustee.  Within 20 days of receiving notice from the Corporation that shares of Stock have been transferred to the Trust, the Trustee of the Trust shall sell the shares held in the Trust to a person, designated by the Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 7.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 7.3.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Trust and (2) the price per share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 7.3.3 of this Article VII. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Corporation that shares of Stock have been transferred to the Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 7.3.4, such excess shall be paid to the Trustee upon demand.

Section 7.3.5  Purchase Right in Stock Transferred to the Trustee.  Shares of Stock transferred to the Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 7.3.3 of this Article VII. The Corporation may pay the amount of such reductions to the Trustee for the benefit of the Charitable Beneficiary. The Corporation shall have the right to accept such offer until the Trustee has sold the shares held in the Trust pursuant to Section 7.3.4. Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

Section 7.3.6  Designation of Charitable Beneficiaries.  By written notice to the Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that (i) the shares of Stock held in the Trust would not violate the restrictions set forth in Section 7.2.1(a) in the hands of such Charitable Beneficiary and (ii) each such organization must be described in Section 501(c)(3) of the Code and contributions to each

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such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Section 7.4  NYSE Transactions.  Nothing in this Article VII shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article VII and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VII.

Section 7.5  Enforcement.  The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VII.

Section 7.6  Non-Waiver.  No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

Section 7.7  Severability.  If any provision of this Article VII or any application of any such provision is determined to be void, invalid or unenforceable by virtue of any legal decision, statute, rule or regulation, then a Prohibited Owner may be deemed, at the option of the Corporation, to have acted as an agent of the Corporation in acquiring such shares of Stock that resulted in such Prohibited Owner Beneficially Owning or Constructively Owning, or directly or indirectly owning, shares of Stock in violation of Section 7.2.1(a)(i), (ii) or (iv) and to hold such shares of Stock on behalf of the Corporation and the validity and enforceability of the remaining provisions shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court.

ARTICLE VIII

AMENDMENTS

The Corporation reserves the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock. All rights and powers conferred by the Charter on stockholders, directors and officers are granted subject to this reservation. Any amendment to Section 5.8 or to this sentence of the charter shall be valid only if approved by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.

ARTICLE IX

LIMITATION OF LIABILITY

To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Article IX, nor the adoption or amendment of any other provision of the charter or Bylaws inconsistent with this Article IX, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

THIRD:  The amendment to and restatement of the charter as hereinabove set forth have been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.

FOURTH:  The current address of the principal office of the Corporation is as set forth in Article IV of the foregoing amendment and restatement of the charter.

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FIFTH:  The name and address of the Corporation’s current resident agent is as set forth in Article IV of the foregoing amendment and restatement of the charter.

SIXTH:  The number of directors of the Corporation and the names of those currently in office are as set forth in Article V of the foregoing amendment and restatement of the charter.

SEVENTH:  The total number of shares of stock which the Corporation had authority to issue immediately prior to this amendment and restatement was 110,000,000, consisting of 90,000,000 shares of Common Stock, $.01 par value per share, 10,000,000 shares of Special Voting Stock, $.01 par value per share, and 10,000,000 shares of Preferred Stock, $.01 par value per share. The aggregate par value of all shares of stock having par value was $1,100,000.

EIGHTH:  The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and restatement of the charter is 120,000,000, consisting of 100,000,000 shares of Common Stock, $.01 par value per share, 10,000,000 shares of Special Voting Stock, $.01 par value per share, and 10,000,000 shares of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $1,200,000.

NINTH:  The undersigned President acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[signatures on next page]

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its President and attested to by its Secretary on this 16th day of February, 2004.

ATTEST:		AFFORDABLE RESIDENTIAL COMMUNITIES INC.
By:	/s/ SCOTT L. GESELL	By:	/s/ GEORGE MCGEENEY	(SEAL)
Name:	Scott L. Gesell	Name:	George McGeeney
Title:	Secretary	Title:	President

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AFFORDABLE RESIDENTIAL COMMUNITIES INC.

Articles Supplementary

Series A Cumulative Redeemable

Preferred Stock

Affordable Residential Communities Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:  Under a power contained in Article VI of the Charter of the Corporation (the “Charter”), the Board of Directors by duly adopted resolutions classified and designated 5,750,000 shares of authorized but unissued Preferred Stock (as defined in the Charter) as shares of 8.25% Series A Cumulative Redeemable Preferred Stock, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption, which, upon any restatement of the Charter, shall become part of Article VI of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof.

Series A Cumulative Redeemable Preferred Stock

(1)           Designation and Number. A series of Preferred Stock, designated the “8.25% Series A Cumulative Redeemable Preferred Stock” (the “Series A Preferred Stock”), is hereby established. The number of shares of the Series A Preferred Stock shall be 5,750,000.

(2)           Rank. The Series A Preferred Stock shall, with respect to rights to the payment of dividends and the distribution of assets upon the liquidation, dissolution or winding up of the Corporation, rank (a) senior to all classes or series of Common Stock (as defined in the Charter) and any other class or series of stock of the Corporation if the holders of the Series A Preferred Stock are entitled to receive dividends or amounts distributable upon the liquidation, dissolution or winding up of the Corporation in preference or priority to the holders of shares of such class or series (the “Junior Stock”); (b) on a parity with any class or series of stock of the Corporation if the holders of such class or series of stock and the Series A Preferred Stock are entitled to receive dividends and amounts distributable upon the liquidation, dissolution or winding up of the Corporation in proportion to their respective amounts of accumulated, accrued and unpaid dividends per share or liquidation preferences, without preference or priority of one over the other (the “Parity Stock”); and (c) junior to any class or series of stock of the Corporation if the holders of such class or series are entitled to receive dividends and amounts distributable upon the liquidation, dissolution or winding up of the Corporation in preference or priority to the holders of the Series A Preferred Stock (the “Senior Stock”).

(3)           Dividends.

(a)           Subject to the preferential rights of holders of any class or series of Senior Stock, holders of the Series A Preferred Stock shall be entitled to receive, when and as authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, cash dividends at the rate of 8.25% per annum of the $25.00 liquidation preference (equivalent to a fixed annual rate of $2.0625 per share). Such dividends shall be cumulative from the first date on which any Series A Preferred Stock is issued (the “Original Issue Date”) and shall be payable quarterly in arrears on or before the 30th day of each April, July, October and January of each year or, if not a business day, the next succeeding business day (each, a “Dividend Payment Date”). Any dividend payable on the Series A Preferred Stock for any partial dividend period shall be computed ratably on the basis of a 360-day year consisting of twelve 30-day months. Dividends shall be payable in arrears to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date (the “Dividend Record Date”) not less than 15 nor more than 45 days preceding the applicable Dividend Payment Date. The term “business day” shall mean any day, other than Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law to close, or a day which is or is declared a national or a New York state holiday.

(b)           Holders of the Series A Preferred Stock shall not be entitled to any dividends in excess of cumulative dividends, as herein provided, on the Series A Preferred Stock.

(c)           No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series A Preferred Stock that may be in arrears.

(d)           Holders of shares of the Series A Preferred Stock issued after February 18, 2004 shall become entitled to receive dividends payable with respect to any record date subsequent to the date of issuance of such shares.

(e)           When dividends are not paid in full upon the Series A Preferred Stock or any other class or series of Parity Stock, or a sum sufficient for such payment is not set apart, all dividends declared upon the Series A Preferred Stock and any shares of Parity Stock shall be declared ratably in proportion to the respective amounts of dividends accumulated, accrued and unpaid on the Series A Preferred Stock and accumulated, accrued and unpaid on such Parity Stock (which shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such Parity Stock does not have a cumulative dividend). Except as set forth in the preceding sentence, unless full cumulative dividends on the Series A Preferred Stock have been or contemporaneously are authorized, declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment for all past dividend periods and the then current dividend period, no dividends may be authorized, declared or paid or set apart for payment by the Corporation and no other distribution of cash or other property may be declared or made, directly or indirectly, by the Corporation with respect to any shares of Parity Stock.

(f)            Unless full cumulative dividends equal to the full amount of all accumulated, accrued and unpaid dividends on the Series A Preferred Stock have been declared and paid, or declared and a sum sufficient for the payment thereof has been set apart for such payment, for all past dividend periods and the then current dividend period, no dividends (other than dividends or distributions paid in shares of Junior Stock or options, warrants or rights to subscribe for or purchase shares of Junior Stock) shall be authorized, declared or paid or set apart for payment by the Corporation and no other distribution of cash or other property may be authorized, declared or made, directly or indirectly, by the Corporation with respect to any shares of Junior Stock, nor shall any shares of Junior Stock be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Stock made for purposes of an employee incentive or benefit plan of the Corporation) for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any shares of any such stock), directly or indirectly, by the Corporation (except by conversion into or exchange for shares of Junior Stock, or options, warrants or rights to subscribe for or purchase shares of Junior Stock), nor shall any other cash or other property be paid or distributed to or for the benefit of holders of shares of Junior Stock.

(g)           Notwithstanding the foregoing provisions of this Section 3, the Corporation shall not be prohibited from (i) declaring or paying or setting apart for payment any dividend or distribution on any shares of Parity Stock or (ii) redeeming, purchasing or otherwise acquiring any Parity Stock, in each case, if such declaration, payment, redemption, purchase or other acquisition is necessary in order to maintain the continued qualification of the Corporation as a qualified real estate investment trust (“REIT”) under Section 856 of the Code (as defined in the Charter).

(4)           Liquidation Preference.

(a)           Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, before any payment or distribution by the Corporation shall be made to or set apart for the holders of any shares of Junior Stock, the holders of shares of the Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation that are legally available for distribution to the stockholders, a liquidation preference of $25.00 per share (the “Liquidation Preference”), plus an amount equal to all accumulated, accrued and unpaid dividends (whether or

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not earned or declared) to and including the date of payment. Until the holders of the Series A Preferred Stock have been paid the Liquidation Preference in full, plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not earned or declared) to the date of final distribution to such holders, no payment will be made to any holder of Junior Stock upon the liquidation, dissolution or winding up of the Corporation. If upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the available assets of the Corporation, or proceeds thereof, distributable among the holders of the Series A Preferred Stock shall be insufficient to pay in full the above described preferential amount and liquidating payments on any other shares of any class or series of Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series A Preferred Stock and any such other Parity Stock ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Stock and any such other Parity Stock if all amounts payable thereon were paid in full. After payment of the full amount of the liquidation distributions to which they are entitled, the holders of the Series A Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.

(b)           Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the shares of the Series A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation.

(c)           Upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of the Series A Preferred Stock and any Parity Stock, any other series or class or classes of Junior Stock shall be entitled to receive any and all assets of the Corporation remaining to be paid or distributed, and the holders of the Series A Preferred Stock and any Parity Stock shall not be entitled to share therein.

(d)           The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale or transfer of all or substantially all of the assets or business of the Corporation or a statutory share exchange, shall not be deemed to constitute a voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

(e)           In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise, is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of holders of shares of the Series A Preferred Stock shall not be added to the Corporation’s total liabilities.

(5)           Redemption.

(a)           The Series A Preferred Stock is not redeemable prior to February 18, 2009. However, in order to ensure that the Corporation remains a qualified REIT for Federal income tax purposes, the Series A Preferred Stock shall be subject to the provisions of Article VII of the Charter. Pursuant to Article VII of the Charter, and without limitation of any provisions of such Article VII, the Series A Preferred Stock, together with all other Stock (as defined in the Charter), owned by a stockholder in excess of the Aggregate Stock Ownership Limit (as defined in the Charter) will automatically be transferred to a Trust (as defined in the Charter) for the benefit of a Charitable Beneficiary (as defined in the Charter) and the Corporation shall have the right to purchase such transferred shares from the Trust. On and after February 18, 2009, the Corporation may, at its option, redeem shares of the Series A Preferred Stock, in whole or from time to time,

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in part, for cash at a redemption price of $25.00 per share, plus all accumulated, accrued and unpaid dividends, if any, to and including the date fixed for redemption (the “Redemption Date”).

(b)           In the event of a redemption of shares of the Series A Preferred Stock, if the Redemption Date occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part of the redemption price for such shares.

(c)           The Redemption Date shall be selected by the Corporation and shall be not less than 30 days nor more than 60 days after the date on which the Corporation sends the notice of redemption.

(d)           If full cumulative dividends on all outstanding shares of the Series A Preferred Stock have not been paid or declared and set apart for payment, no shares of the Series A Preferred Stock may be redeemed unless all outstanding shares of the Series A Preferred Stock are simultaneously redeemed, and neither the Corporation nor any of its affiliates may purchase or acquire shares of the Series A Preferred Stock otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series A Preferred Stock.

(e)           If fewer than all of the outstanding shares of the Series A Preferred Stock is to be redeemed, the Corporation shall select those shares to be redeemed pro rata or by lot or in such manner as the Board of Directors may determine.

(f)            The Corporation shall give notice of redemption by publication in a newspaper of general circulation in the City of New York, such publication to be made once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the Redemption Date. The Corporation shall mail notice of redemption of the Series A Preferred Stock to each holder of record of the shares to be redeemed by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the Redemption Date, at such holder’s address as the same appears on the stock records of the Corporation. Any notice which was mailed as described above shall be conclusively presumed to have been duly given on the date mailed whether or not the holder receives the notice. Each notice shall state: (1) the Redemption Date; (2) the number of shares of the Series A Preferred Stock to be redeemed in total and from such holder; (3) the place or places where certificates for the shares of the Series A Preferred Stock are to be surrendered for payment of the redemption price; (4) the redemption price payable on the Redemption Date, including, without limitation, a statement as to whether or not accumulated, accrued and unpaid dividends shall be payable as part of the redemption price, or payable on the next Dividend Payment Date to the record holder at the close of business on the relevant record date as described above; and (5) that dividends on the shares of the Series A Preferred Stock to be redeemed shall cease to accrue on such Redemption Date.

(g)           From and after the Redemption Date (unless the Corporation defaults in the payment of its redemption obligation), dividends on the shares of the Series A Preferred Stock to be redeemed shall cease to accumulate or accrue, the shares shall no longer be deemed to be outstanding and all rights of the holders thereof shall cease, except the right to receive the cash payable upon such redemption without interest thereon. If the Redemption Date occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, each holder of the Series A Preferred Stock at the close of business on the record date shall have the right to receive the dividend payable on the Dividend Payment Date. Upon surrender in accordance with such notice of the certificates representing the Series A Preferred Stock (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), the redemption price set forth above shall be paid out of the funds provided by the Corporation. If fewer than all the shares

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represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof.

(h)           Subject to applicable law and the limitation on purchases when dividends on the Series A Preferred Stock are in arrears, the Corporation may, at any time and from time to time, purchase any shares of the Series A Preferred Stock in the open market, by tender or by private agreement.

(i)            The shares of the Series A Preferred Stock are subject to the provisions of Article VII of the Charter, including, without limitation, the provision for the redemption of shares transferred to the Trust (as defined in the Charter). For this purpose, the Market Price of Series A Preferred Stock shall equal $25.00 per share, plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not earned or declared) to and including the date of redemption.

(j)            Any shares of Series A Preferred Stock that shall at any time have been redeemed or otherwise acquired by the Corporation shall, after such redemption or acquisition, have the status of authorized but unissued Preferred Stock, without designation as to series until such shares are once more classified and designated as part of a particular series by the Board of Directors.

(6)           Voting Rights.

(a)           Holders of the Series A Preferred Stock shall not have any voting rights, except as set forth below. If and whenever dividends on any shares of the Series A Preferred Stock shall be in arrears for six or more quarterly periods, whether or not consecutive, the number of directors then constituting the Board of Directors shall be increased by two, if not already increased by reason of similar types of provisions with respect to shares of Parity Stock of any other class or series which is entitled to similar voting rights (the “Voting Preferred Stock”), and the holders of shares of the Series A Preferred Stock, together with the holders of shares of all other Voting Preferred Stock then entitled to exercise similar voting rights, voting as a single class regardless of series, shall be entitled to vote for the election of the two additional directors of the Corporation, or fill any vacancy, at any annual meeting of stockholders or at a special meeting of the holders of the Series A Preferred Stock and of the Voting Preferred Stock called for that purpose. The Corporation must call such special meeting upon the request of holders of at least 20% of the shares of the Series A Preferred Stock then outstanding. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request and, in either case, at the place and upon the notice provided by law and in the Bylaws, provided that the Corporation shall not be required to call such a special meeting if such request is received less than 120 days before the date fixed for the next annual meeting of stockholders, and the holders of all classes of outstanding Voting Preferred Stock are offered the opportunity to elect such directors, or fill any vacancy, at such annual meeting of stockholders. Directors so elected shall serve until the next annual meeting of stockholders or until their respective successors are elected and qualified. If, prior to the end of the term of any director so elected, a vacancy in the office of such director shall occur, during the continuance of a default in dividends on the Series A Preferred Stock and/or Voting Preferred Stock, by reason of death, resignation, or disability, such vacancy shall be filled for the unexpired term of such former director by the election of a new director by the remaining director or directors so elected. If and whenever dividends in arrears on outstanding shares of the Series A Preferred Stock and any other shares of Voting Preferred Stock have been paid and dividends thereon for the current quarterly dividend period shall have been paid or declared and set apart for payment, then the right of the holders of the Series A Preferred Stock and of such other Voting Preferred Stock to elect the additional two directors shall cease and the terms of office of the directors shall terminate and the number of directors constituting the Board of Directors shall be reduced accordingly.

(b)           The affirmative vote or consent of at least two-thirds of the votes entitled to be cast by the holders of the outstanding shares of the Series A Preferred Stock and the holders of all other

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classes or series of Parity Stock entitled to vote on such matters, voting as a single class, shall be required to (i) authorize, create, increase the authorized amount of or issue any shares of any class of Senior Stock or any security convertible into shares of any class of Senior Stock, or reclassify any of the outstanding Parity Stock or Junior Stock into shares of such Senior Stock, or (ii) amend, alter or repeal any provision of the Charter or Bylaws, whether by merger, consolidation or otherwise, if such action would materially adversely affect the rights, preferences, privileges, or voting powers of the Series A Preferred Stock; provided, however, that no such vote of the holders of the Series A Preferred Stock shall be required if, at or prior to the time such amendment, alteration or repeal is to take effect or the issuance of any such Senior Stock or convertible security is to be made, as the case may be, provisions are made for the redemption of all outstanding shares of the Series A Preferred Stock; provided further, however, with respect to the occurrence of any event set forth in (ii) above, so long as the Series A Preferred Stock remains outstanding with the terms thereof materially unchanged, the occurrence of any such event shall not be deemed to materially adversely affect such rights, preferences, privileges or voting powers of the Series A Preferred Stock and, provided further, that any increase in the amount of the authorized Preferred Stock, including the Series A Preferred Stock, or the creation or issuance of any additional Series A Preferred Stock or other series of Preferred Stock, or any increase in the amount of authorized shares of such series, in each case ranking on a parity with or junior to the Series A Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially adversely affect such rights, preferences, privileges or voting powers.

For the purposes of the foregoing provisions, each share of the Series A Preferred Stock shall have one vote per share, except that when any other class or series of Preferred Stock shall have the right to vote with the Series A Preferred Stock as a single series, then the Series A Preferred Stock and such other class or series shall have one quarter of one vote per each $25.00 of stated liquidation preference.

(7)Conversion. The Series A Preferred Stock is not convertible into or exchangeable for any other property or securities of the Corporation.

SECOND:  The shares of Series A Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the Charter.

THIRD:  These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FOURTH:  The undersigned President of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and attested to by its Secretary on this 16th day of February, 2004.

ATTEST:		AFFORDABLE RESIDENTIAL COMMUNITIES INC.
By:	/s/ Scott L. Gesell	By:	/s/ George McGeeney
	Name: Scott L. Gesell		Name: George McGeeney
	Title: Secretary		Title: President

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AFFORDABLE RESIDENTIAL COMMUNITIES INC.

CERTIFICATE OF NOTICE

THIS IS TO CERTIFY THAT:

FIRST: The Board of Directors of Affordable Residential Communities Inc., a Maryland corporation (the “Corporation”), pursuant to Section 7.2.8 of the charter of the Corporation (the “Charter”), has (a) increased the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit (each as defined in the Charter) to 19.9% for one Individual (as defined in the Charter) and any entities owned or controlled by such Individual and any directors or executive officers of any such entities owned or controlled by such Individual and (b) decreased the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit to 7.3% for all other Individuals.

SECOND: The undersigned Chief Executive Officer acknowledges this Certificate of Notice to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Notice to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 6th day of June, 2005.

ATTEST:		AFFORDABLE RESIDENTIAL COMMUNITIES INC.
By:	/s/ Scott L. Gesell	By:	/s/ Scott D. Jackson	(SEAL)
Name:	Scott L. Gesell	Name:	Scott D. Jackson
Title:	Secretary	Title:	Chief Executive Officer

AFFORDABLE RESIDENTIAL COMMUNITIES INC.

ARTICLES OF AMENDMENT

Affordable Residential Communities Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation is hereby amended by deleting therefrom Section 5.7 and inserting in lieu thereof the following Section 5.7:

Section 5.7      Reserved.

SECOND: The charter of the Corporation is hereby amended by deleting therefrom Article VII and inserting in lieu thereof the following Article VII:

ARTICLE VII

RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

Section 7.1      Definitions. For purposes of this Article VII, the following terms shall have the following meanings:

Agent. The term “Agent” shall mean an agent designated by the Board of Directors of the Corporation.

Corporation Securities. The term “Corporation Securities” shall mean (a) shares of Common Stock, (b) shares of Special Voting Stock, (c) shares of Preferred Stock, (d) warrants, rights, or options (within the meaning of Treasury Regulation Section 1.382-4(d)(9)) to purchase stock of the Corporation and (e) any other interests that would be treated as “stock” of the Corporation pursuant to Treasury Regulation Section 1.382-2T(f)(18), or any successor provision.

Effective Date. The term “Effective Date” shall mean the date of filing of this amendment.

Excess Securities. The term “Excess Securities” shall mean the Corporation Securities which are the subject of the Prohibited Transfer.

Five-Percent Shareholder. The term “Five-Percent Shareholder” shall mean a Person or group of Persons that is identified as a “5-percent shareholder” of the Corporation pursuant to Treasury Regulation Section 1.382-2T(g).

NYSE. The term “NYSE”shall mean the New York Stock Exchange.

Percentage Stock Ownership. The term “Percentage Stock Ownership” shall mean percentage stock ownership as determined in accordance with Treasury Regulation Sections 1.382-2T(g),(h), (j) and (k).

Person. The term “Person” shall mean an individual, corporation, estate, trust, association, limited liability company, partnership, joint venture or similar organization.

Prohibited Distributions. The term “Prohibited Distributions” shall mean any dividends or other distributions that were paid by the Corporation and received by a Purported Transferee with respect to the Excess Securities.

Prohibited Transfer. The term “Prohibited Transfer” shall mean any purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article VII.

Purported Transferee. The term “Purported Transferee” shall mean the purported transferee of a Prohibited Transfer.

Restriction Release Date. The term “Restriction Release Date” shall mean the earliest of (a) the repeal of Section 382 of the Code (and any comparable successor provision), (b) the date on which the Board of Directors determines that no Tax Benefits may be carried forward to the taxable year of the Corporation (or any successor thereof) in which such determination is made and does not project

material Tax Benefits for subsequent years or (c) the Board of Directors determines that the restrictions contained in this Article VII are no longer in the bests interests of the Corporation.

Section 501(c)(3). The term “Section 501(c)(3)” shall mean Section 501(c)(3) of the Code (or any comparable successor provision).

Tax Benefits. The term “Tax Benefits” shall mean the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any “net unrealized built-in loss” within the meaning of Section 382 of the Code, of the Corporation or any direct or indirect subsidiary thereof.

Transfer. The term “Transfer” shall mean, subject to the last sentence of this definition, any direct or indirect sale, transfer, assignment, conveyance, pledge, or other disposition.  A Transfer also shall include the creation or grant of an option (within the meaning of Treasury Regulation Section 1.382-4(d)(9)) other than the grant of an option by the Corporation or the modification, amendment or adjustment of an existing option granted by the Corporation.  A Transfer shall not include an issuance or grant of Corporation Securities by the Corporation, the modification, amendment or adjustment of an existing option by the Corporation and the exercise by an employee of the Corporation of any option to purchase Corporation Securities granted to such employee pursuant to contract or any stock option plan or other equity compensation plan of the Corporation.

Treasury Regulation. The term “Treasury Regulation” shall mean the income tax regulations (whether temporary, proposed or final) promulgated under the Code and any successor regulations.  References to any subsection of such regulations include references to any successor subsection thereof.

Section 7.2      Restrictions on Transfer. Subject to Section 7.3, any attempted Transfer of Corporation Securities prior to the Restriction Release Date, or any attempted Transfer of Corporation Securities pursuant to an agreement entered into prior to the Restriction Release Date, shall be prohibited and void ab initio to the extent that, as a result of such Transfer (or any series of Transfers of which such Transfer is a part), either (a) any Person or group of Persons shall become a Five-Percent Shareholder, or (b) the Percentage Stock Ownership interest in the Corporation of any Five-Percent Shareholder shall be increased.  Notwithstanding the foregoing, nothing in this Article VII shall prevent a Person from Transferring Corporation Securities to any Person to the extent that such Transfer, if effective, would cause an increase in the Percentage Stock Ownership of a public group of the Corporation, as defined in Treasury Regulation Section 1.382-2T(f)(13) of any successor regulation.

Section 7.3      Certain Exceptions. The restrictions set forth in Section 7.2 of this Article VII shall not apply to (a) an attempted Transfer of Common Stock by Gerald J. Ford or his Affiliates or Associates (as such terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended) unless such Transfer would result in Gerald J. Ford and his Affiliates and Associates becoming an owner of more than 21% of the shares of Common Stock then outstanding for purposes of Section 382 of the Code or (b) an attempted Transfer of Corporation Securities if the transferor or the transferee obtains the written approval of the Board of Directors of the Corporation, which approval may be granted or denied in the sole discretion of the Board of Directors and may be granted prospectively or retroactively.  As a condition to granting its approval, the Board of Directors may, in its discretion, require (at the expense of the transferor and/or transferee) an opinion of counsel selected by the Board of Directors that the Transfer shall not result in the application of any Section 382 limitation on the use of the Tax Benefits.

Section 7.4      Treatment of Excess Securities.

(a)           No officer, director, employee or agent of the Corporation shall record any Prohibited Transfer, and a Purported Transferee shall not be recognized as a stockholder of the Corporation for any purpose whatsoever in respect of Excess Securities.  Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Purported Transferee shall not be

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entitled with respect to such Excess Securities to any rights of stockholders of the Corporation, including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any.  Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, the Securities shall cease to be Excess Securities.

(b)           If the Board of Directors determines that a Transfer of Corporation Securities constitutes a Prohibited Transfer then, upon written demand by the Corporation, the Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Purported Transferee’s possession or control, together with Prohibited Distributions, to the Agent.  The Agent shall thereupon sell to a buyer or buyers, which may include the Corporation, the Excess Securities transferred to it in one or more arm’s-length transactions (over the NYSE or another national securities exchange on which the Corporation Securities may be traded, if possible); provided, however, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Corporation Securities or otherwise would adversely affect the value of the Corporation Securities.  If the Purported Transferee has resold the Excess Securities before receiving the Corporation’s demand to surrender the Excess Securities to the Agent, the Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that the Corporation grants written permission to the Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Purported Transferee would have received from the Agent pursuant to Section 7.4(c) of this Article VII if the Agent rather than the Purported Transferee had resold the Excess Securities.

(c)           The Agent shall apply any proceeds of a sale by it of Excess Securities, and if the Purported Transferee had previously resold the Excess Securities, any amounts received by the Agent from a Purported Transferee, as follows:  (i) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (ii) second, any remaining amounts shall be paid to the Purported Transferee, up to the lesser of (A) the amount paid by the Purported Transferee for the Excess Securities or (B) the fair market value of the Excess Securities at the time of the attempted Transfer (1) calculated on the basis of the closing market price for the Corporation Securities on the day before the Transfer, (2) if the Corporation Securities are not listed or admitted to trading on any stock exchange but are traded in the over-the-counter market, calculated based upon the difference between the highest bid and lowest asked prices, as such prices are reported by the National Association of Securities Dealers through its NASDAQ system or any successor system on the day before the Transfer or, if none, on the last preceding day for which such quotations exist or (3) if the Corporation Securities are neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, then as determined in good faith by the Board of Directors, and (iii) third, any remaining amounts, subject to the limitations imposed by the following proviso, shall be paid to one or more organizations qualifying under Section 501(c)(3) selected by the Board of Directors.  The recourse of any Purported Transferee in respect of any Prohibited Transfer shall be limited to the amount payable to the Purported Transferee pursuant to clause (ii) of the preceding sentence.  In no event shall the proceeds of any sale of Excess Securities pursuant to this Article VII inure to the benefit of the Corporation.

Section 7.5      Board Determinations. The Board of Directors of the Corporation shall have the power to determine all matters necessary for determining compliance with this Article VII, including, without limitation: (a) the identification of Five-Percent Shareholders; (b) whether a Transfer is a Prohibited Transfer; (c) the Percentage Stock Ownership in the Corporation of any Five-Percent Shareholder; (d) whether an instrument constitutes a Corporation Security; (e) the amount (or fair market value) due to a Purported Transferee pursuant to clause 7.4(c)(ii) of this Article VII;

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(f) whether compliance with any restriction or limitation on stock ownership and transfers set forth in this Article VII is no longer required; (g) in the case of an ambiguity in the application of any of the provisions of this Article VII or otherwise, the application of the provisions of this Article VII with respect to any situation; and (h) any other matters which the Board of Directors determines to be relevant; and the determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article VII.

Section 7.6      NYSE Transactions. Nothing in this Article VII shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system.  The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article VII and any Purported Transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VII.

Section 7.7      Enforcement. The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VII.

Section 7.8      Non-Waiver. No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

Section 7.9      Notice to Corporation. Any Person who acquires or attempts to acquire Corporation Securities in excess of the limitations set forth in this Article VII shall immediately give written notice to the Corporation of such event and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such purported transfer on the preservation and usage of the Tax Benefits.

Section 7.10    Bylaws. The Bylaws may make appropriate provisions to effectuate the requirements of this Article VII.

Section 7.11    Certificates. All certificates representing Corporation Securities issued after the effectiveness of this Article VII shall bear a conspicuous legend summarizing the restrictions set forth in this Article VII.

THIRD: The amendment to the charter of the Corporation as set forth above have been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.

FOURTH: The undersigned President acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters of facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its behalf by its President, and attested to by its Corporate Secretary, on this 23rd day of January, 2007.

ATTEST:	AFFORDABLE RESIDENTIAL COMMUNITIES INC.
/s/ Scott L. Gesell	By:	/s/ James F. Kimsey	(SEAL)
Name: Scott L. Gesell		Name: James F. Kimsey
Title: Corporate Secretary		Title: President

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AFFORDABLE RESIDENTIAL COMMUNITIES INC.

ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

FIRST: The charter of Affordable Residential Communities Inc., a Maryland corporation (the “Corporation”), is hereby amended by deleting existing Article II in its entirety and substituting in lieu thereof a new article to read as follows:

ARTICLE II

NAME

The name of the corporation (the “Corporation”) is:

Hilltop Holdings Inc.

SECOND: The amendment to the charter of the Corporation as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(1) of the Maryland General Corporation Law.

THIRD: The undersigned President acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary on this 31st day of July, 2007.

ATTEST:		AFFORDABLE RESIDENTIAL COMMUNITIES INC.
By:	/s/ Scott L. Gessell	By:	/s/ James F. Kimsey	(SEAL)
Name:	Scott L. Gesell	Name:	James F. Kimsey
Title:	Secretary	Title:	President

HILLTOP HOLDINGS INC.

CERTIFICATE OF NOTICE

THIS IS TO CERTIFY THAT:

FIRST: The Board of Directors of Hilltop Holdings Inc., a Maryland corporation (the “Corporation”), pursuant to Section 7.3 of the charter of the Corporation, has granted its approval for Gerald J. Ford or his Affiliates or Associates (as such terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended) to become an owner of up to 30% of the shares of Common Stock, $.01 par value per share, of the Corporation then outstanding for purposes of Section 382 of the Internal Revenue Code of 1986, as amended.

SECOND: The undersigned Chief Executive Officer acknowledges that this Certificate of Notice to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Notice to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 23rd day of September 2008.

ATTEST:		HILLTOP HOLDINGS INC.
By:	/s/ COREY G. PRESTIDGE	By:	/s/ LARRY D. WILLARD	(SEAL)
Name:	Corey G. Prestidge	Name:	Larry D. Willard
Title:	Secretary	Title:	Chief Executive Officer

HILLTOP HOLDINGS INC.

ARTICLES SUPPLEMENTARY

Hilltop Holdings Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:  Under a power contained in Section 6.4 of Article VI of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by resolution duly adopted at a meeting duly called and held on November 4, 2010, reclassified and designated 750,000 authorized but unissued shares of the Corporation’s 8.25% Series A Cumulative Redeemable Preferred Stock, $.01 par value per share (the “Shares”), as authorized but unissued shares of the Corporation’s Preferred Stock, $.01 par value per share (the “Preferred Stock”).

SECOND:  A description of the Preferred Stock is contained in Section 6.4 of Article VI of the Charter.

THIRD:  The Shares have been reclassified and designated by the Board of Directors under the authority contained in the Charter.

FOURTH:  These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FIFTH:  The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[signatures on next page]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer and President, and attested to by its Secretary, on this 15th day of December 2010.

ATTEST:	HILLTOP HOLDINGS INC.
/s/ COREY G. PRESTIDGE	By:	/s/ JEREMY B. FORD	(SEAL)
Name: Corey G. Prestidge	Name:	Jeremy B. Ford
Title: Secretary	Title:	Chief Executive Officer and President

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ARTICLES SUPPLEMENTARY
NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B
OF
HILLTOP HOLDINGS INC.

Hilltop Holdings Inc., a Maryland corporation (the “Issuer”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article VI of the Charter of the Issuer (the “Charter”), the Board of Directors by duly adopted resolutions classified and designated 114,068 shares of authorized but unissued Preferred Stock (as defined in the Charter) as shares of Non-Cumulative Perpetual Preferred Stock, Series B, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption, which, upon any restatement of the Charter, shall become part of Article VI of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof.

Non-Cumulative Perpetual Preferred Stock, Series B

Part 1.  Designation and Number of Shares.  A series of Preferred Stock, designated the “Non-Cumulative Perpetual Preferred Stock, Series B” (the “Designated Preferred Stock”) is hereby established.  The number of shares of the Designated Preferred Stock shall be 114,068.

Part 2.  Standard Provisions.  The Standard Provisions contained in Schedule A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of these Articles Supplementary to the same extent as if such provisions had been set forth in full herein.

Part 3.  Definitions.  The following terms are used in these Articles Supplementary (including the Standard Provisions in Schedule A hereto) as defined below:

(a)           “Common Stock” means the Common Stock, par value $0.01 per share of the Issuer.

(b)           “Definitive Agreement” means that certain Securities Purchase Agreement by and between PlainsCapital and Treasury, dated as of September 27, 2011.

(c)           “PlainsCapital” means PlainsCapital Corporation, a corporation organized and existing under the laws of the State of Texas.

(d)           “Junior Stock” means the Common Stock and any other class or series of stock of the Issuer the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend and redemption rights and/or as to rights on liquidation, dissolution or winding up of the Issuer.

(e)           “Liquidation Amount” means $1,000 per share of Designated Preferred Stock.

(f)            “Minimum Amount” means (i) $28,517,000 or (ii) all of the outstanding Designated Preferred Stock, if the aggregate liquidation preference of the outstanding Designated Preferred Stock is less than the amount set forth in the preceding clause (i).

(g)           “Parity Stock” means any class or series of stock of the Issuer (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Issuer (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

(h)           “PCC Signing Date” means September 27, 2011.

(i)            “Treasury” means the United States Department of the Treasury and any successor in interest thereto.

Part 4.  Certain Voting Matters.  Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

SECOND: The shares of Designated Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the Charter.

THIRD: These Articles Supplementary have been approved by the Board of Directors in the manner by and by the vote required by law.

FOURTH: The undersigned Chief Executive Officer of the Issuer acknowledges these Articles Supplementary to be the corporate act of the Issuer and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Issuer has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 29th day of November, 2012.

ATTEST:		HILLTOP HOLDINGS INC.
By:	/s/ Corey G. Prestidge	By:	/s/ Jeremy B. Ford	(SEAL)
	Corey G. Prestidge		Jeremy B. Ford
	Secretary		Chief Executive Officer

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Schedule A

STANDARD PROVISIONS

Section 1.  General Matters.  Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock.  The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Articles Supplementary.  The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Issuer, as set forth below.

Section 2.  Standard Definitions.  As used herein with respect to Designated Preferred Stock:

(a)           “Acquiror,” in any Holding Company Transaction, means the surviving or resulting entity or its ultimate parent in the case of a merger or consolidation or the transferee in the case of a sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole.

(b)           “Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such other person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any person, means the possession, directly or indirectly through one or more intermediaries, of the power to cause the direction of management and/or policies of such person, whether through the ownership of voting securities by contract or otherwise.

(c)           “Applicable Dividend Rate” has the meaning set forth in Section 3(a).

(d)           “Appropriate Federal Banking Agency” means the “appropriate Federal banking agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(e)           “Articles Supplementary” means the Articles Supplementary or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(f)            “Bank Holding Company” means a company registered as such with the Board of Governors of the Federal Reserve System pursuant to 12 U.S.C. §1842 and the regulations of the Board of Governors of the Federal Reserve System thereunder.

(g)           “Baseline” means the “Initial Small Business Lending Baseline” set forth on the Initial Supplemental Report (as defined in the Definitive Agreement), subject to adjustment pursuant to Section 3(a).

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(h)           “Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Issuer’s stockholders.

(i)            “Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York or the District of Columbia generally are authorized or required by law or other governmental actions to close.

(j)            “Bylaws” means the bylaws of the Issuer, as they may be amended from time to time.

(k)           “Call Report” has the meaning set forth in the Definitive Agreement.

(l)            “Charge-Offs” means the sum of (A) the net amount of loans charged off by PlainsCapital Bank, a Texas state-chartered bank, during quarters that begin on or after the PCC Signing Date and end on or before the Merger Closing Date, and (B) the net amount of loans charged off by the Issuer or, if the Issuer is a Bank Holding Company or a Savings and Loan Holding Company, by the IDI Subsidiary(ies) during quarters that end after the Merger Closing Date, in each case determined as follows:

(i)            with respect to PlainsCapital Bank, or if the Issuer or the applicable IDI Subsidiary is a bank, by subtracting (A) the aggregate dollar amount of recoveries reflected on line RIAD4605 of its Call Reports for such quarters from (B) the aggregate dollar amount of charge-offs reflected on line RIAD4635 of its Call Reports for such quarters (without duplication as a result of such dollar amounts being reported on a year-to-date basis); or

(ii)           if the Issuer or the applicable IDI Subsidiary is a thrift, by subtracting (A) the sum of the aggregate dollar amount of recoveries reflected on line VA140 of its Call Reports for such quarters and the aggregate dollar amount of adjustments reflected on line VA150 of its Call Reports for such quarters from (B) the aggregate dollar amount of charge-offs reflected on line VA160 of its Call Reports for such quarters.

(m)          “Charter” means the Issuer’s certificate or articles of incorporation, articles of association, or similar organizational document.

(n)           “CPP Lending Incentive Fee” has the meaning set forth in Section 3(e).

(o)           “Current Period” has the meaning set forth in Section 3(a)(i)(2).

(p)           “Dividend Payment Date” means January 1, April 1, July 1, and October 1 of each year.

(q)           “Dividend Period” means the period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date; provided, however, that the initial Dividend Period shall be the period from and including October 1, 2012 to, but excluding, the next Dividend Payment Date (the “Initial Dividend Period”).

(r)            “Dividend Record Date” has the meaning set forth in Section 3(b).

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(s)            “Dividend Reference Period” has the meaning set forth in Section 3(a)(i)(2).

(t)            “GAAP” means generally accepted accounting principles in the United States.

(u)           “Holding Company Preferred Stock” has the meaning set forth in Section 7(c)(v).

(v)           “Holding Company Transaction” means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of GAAP, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries;  provided  that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

(w)          “IDI Subsidiary” means any Issuer Subsidiary that is an insured depository institution.

(x)           “Increase in QSBL” means, with respect to each Dividend Period, the difference obtained by subtracting (A) the Baseline from (B) QSBL for the Dividend Reference Period for the Current Period.

(y)           “Initial Dividend Period” has the meaning set forth in the definition of “Dividend Period.”

(z)           “Issuer Subsidiary” means any subsidiary of the Issuer.

(aa)         “Liquidation Preference” has the meaning set forth in Section 4(a).

(bb)         “Merger Closing Date” means November 30, 2012.

(cc)         “Non-Qualifying Portion Percentage” means, with respect to any particular Dividend Period, the percentage obtained by subtracting the Qualifying Portion Percentage from one (1).

(dd)         “Original Issue Date” means the date on which the shares of PlainsCapital Preferred Stock were first issued.

(ee)         “Percentage Change in QSBL” has the meaning set forth in Section 3(a)(ii).

(ff)          “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

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(gg)         “PlainsCapital Preferred Stock” means the Non-Cumulative Perpetual Preferred Stock, Series C, of PlainsCapital.

(hh)         “Preferred Director” has the meaning set forth in Section 7(c).

(ii)           “Preferred Stock” means any and all series of preferred stock of the Issuer, including the Designated Preferred Stock.

(jj)           “Previously Acquired Preferred Shares” has the meaning set forth in the Definitive Agreement.

(kk)         “Private Capital” means, if the Issuer is Matching Private Investment Supported (as defined in the Definitive Agreement), the equity capital received by the Issuer or the applicable Affiliate of the Issuer from one or more non-governmental investors in accordance with Section 1.3(m) of the Definitive Agreement.

(ll)           “Publicly-traded” means a company that (i) has a class of securities that is traded on a national securities exchange and (ii) is required to file periodic reports with either the Securities and Exchange Commission or its primary federal bank regulator.

(mm)      “Qualified Small Business Lending” or “QSBL” means, with respect to any particular Dividend Period, the “Quarter-End Adjusted Qualified Small Business Lending” for such Dividend Period set forth in the applicable Supplemental Report.

(nn)         “Qualifying Portion Percentage” means, with respect to any particular Dividend Period, the percentage obtained by dividing (i) the Increase in QSBL for such Dividend Period by (ii) the aggregate Liquidation Amount of then-outstanding Designated Preferred Stock.

(oo)         “Savings and Loan Holding Company” means a company registered as such with the Office of Thrift Supervision pursuant to 12 U.S.C. §1467a(b) and the regulations of the Office of Thrift Supervision promulgated thereunder.

(pp)         “Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Merger Closing Date resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

(qq)         “Signing Date Tier 1 Capital Amount” means $390,780,000.

(rr)           “Standard Provisions” mean these Standard Provisions that form a part of the Articles Supplementary relating to the Designated Preferred Stock.

(ss)          “Supplemental Report” means a Supplemental Report delivered by (A) PlainsCapital, if the ending date of the period covered by the Supplemental Report is on or before the Merger Closing Date, and (B) the Issuer, if the ending date of the period covered by

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the Supplemental Report is after the Merger Closing Date, in each case to Treasury pursuant to the Definitive Agreement.

(tt)           “Tier 1 Dividend Threshold” means, as of any particular date, the result of the following formula:

(( A + B – C ) * 0.9 ) – D
where:

A  =         Signing Date Tier 1 Capital Amount;

B  =the aggregate Liquidation Amount of the Designated Preferred Stock issued to Treasury;

C  =the aggregate amount of Charge-Offs; and

D  =(i) beginning on the first day of the sixth (6th) Dividend Period, the amount equal to ten percent (10%) of the aggregate Liquidation Amount of the Designated Preferred Stock issued to Treasury as of the Merger Closing Date (without regard to any redemptions of Designated Preferred Stock that may have occurred thereafter) for every one percent (1%) of positive Percentage Change in Qualified Small Business Lending between the fourth (4th) Dividend Period and the Baseline; and

(ii) zero (0) at all other times.

(uu)         “Voting Parity Stock” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Section 7(d) of these Standard Provisions that form a part of the Articles Supplementary, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3.  Dividends.

(a)           Rate.

(i)    The “Applicable Dividend Rate” shall be determined as follows:

(1)With respect to each Dividend Period through the fifth (5th) Dividend Period, inclusive (in each case, the “Current Period”), the Applicable Dividend Rate shall be:

(A) (x) the applicable rate set forth in column “A” of the table in Section 3(a)(iii), based on the Percentage Change in QSBL between the Dividend Period that was two Dividend Periods prior to the Current Period (provided, that for purposes of the Initial Dividend Period and the second (2nd) Dividend Period, the Dividend Period that was two Dividend Periods prior to the Current Period shall be deemed to refer to the applicable

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Dividend Period with respect to the PlainsCapital Preferred Stock) (the “Dividend Reference Period”) and the Baseline, multiplied by (y) the Qualifying Portion Percentage; plus

(B) (x) five percent (5%) multiplied by (y) the Non-Qualifying Portion Percentage.

In each such case, the Applicable Dividend Rate shall be determined at the time the Issuer delivers a complete and accurate Supplemental Report to Treasury with respect to the Dividend Reference Period.

(2)With respect to the sixth (6th) through the thirteenth (13th) Dividend Periods, inclusive, and that portion of the fourteenth (14th) Dividend Period prior to, but not including, the four and one half (4 1/2) year anniversary of the Original Issue Date, the Applicable Dividend Rate shall be:

(A) (x) the applicable rate set forth in column “B” of the table in Section 3(a)(iii), based on the Percentage Change in QSBL between the fourth (4th) Dividend Period and the Baseline, multiplied by (y) the Qualifying Portion Percentage, calculated as of the last day of the fourth (4th) Dividend Period; plus

(B) (x) five percent (5%) multiplied by (y) the Non-Qualifying Portion Percentage, calculated as of the last day of the fourth (4th) Dividend Period.

In such case, the Applicable Dividend Rate shall be determined at the time the Issuer delivers a complete and accurate Supplemental Report to Treasury with respect to the fourth (4th) Dividend Period.

(3)With respect to (A) that portion of the fourteenth (14th) Dividend Period beginning on the four and one-half (4 1/2) year anniversary of the Original Issue Date and (B) all Dividend Periods thereafter, the Applicable Dividend Rate shall be nine percent (9%).

(4)Notwithstanding anything herein to the contrary, if the Issuer fails to submit a Supplemental Report that is due during any of the Dividend Periods through the fifth (5th) Dividend Period on or before the sixtieth (60th) day of such Dividend Period, the Issuer’s QSBL for the Dividend Period that would have been covered by such Supplemental Report shall be zero (0) for purposes hereof.

(5)Notwithstanding anything herein to the contrary, but subject to Section 3(a)(i)(4) above, if the Issuer fails to submit the Supplemental Report that is due during the fifth (5th) Dividend Period, the Issuer’s QSBL shall be zero (0) for purposes of

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calculating the Applicable Dividend Rate pursuant to Section 3(a)(i)(2) and (3).  The Applicable Dividend Rate shall be re-determined effective as of the first day of the calendar quarter following the date such failure is remedied, provided it is remedied prior to the four and one half (4 1/2) year anniversary of the Original Issue Date.

(6)Notwithstanding anything herein to the contrary, if the Issuer fails to submit any of the certificates required by Sections 3.1(d)(ii) or 3.1(d)(iii) of the Definitive Agreement when and as required thereby, the Issuer’s QSBL shall be zero (0) for purposes of calculating the Applicable Dividend Rate pursuant to Section 3(a)(i)(2) or (3) above until such failure is remedied.

(ii)   The “Percentage Change in Qualified Lending” between any given Dividend Period and the Baseline shall be the result of the following formula, expressed as a percentage:

(	(QSBL for the Dividend Period – Baseline)	)	x 100
	Baseline

(iii)  The following table shall be used for determining the Applicable Dividend Rate:

	The Applicable Dividend Rate shall be:
	Column “A”		Column “B”
If the Percentage Change in  Qualified Lending is:	(each of the first 5 Dividend Periods)		(6th – 13th, and the first part of the 14th Dividend Periods)
0% or less	5	%	7	%
More than 0%, but less than 2.5%	5	%	5	%
2.5% or more, but less than 5%	4	%	4	%
5% or more, but less than 7.5%	3	%	3	%
7.5% or more, but less than 10%	2	%	2	%
10% or more	1	%	1	%

(iv)  If the Issuer consummates a Business Combination, a purchase of loans or a purchase of participations in loans and the Designated Preferred Stock remains outstanding thereafter, then the Baseline shall thereafter be the “Quarter-End Adjusted Small Business Lending Baseline” set forth on the Quarterly Supplemental Report (as defined in the Definitive Agreement).

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(b)           Payment.  Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends with respect to each Dividend Period at a rate equal to one-fourth (1/4) of the Applicable Dividend Rate with respect to each Dividend Period on the Liquidation Amount per share of Designated Preferred Stock, and no more, payable quarterly in arrears on each Dividend Payment Date.

In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement.  For avoidance of doubt, “payable quarterly in arrears” means that, with respect to any particular Dividend Period, dividends begin accruing on the first day of such Dividend Period and are payable on the first day of the next Dividend Period.

The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period shall be computed on the basis of a 360-day year consisting of four 90-day quarters, and actual days elapsed over a 90-day quarter.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”).  Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Articles Supplementary).

(c)           Non-Cumulative.  Dividends on shares of Designated Preferred Stock shall be non-cumulative.  If the Board of Directors or any duly authorized committee of the Board of Directors does not declare a dividend on the Designated Preferred Stock in respect of any Dividend Period:

(i)    the holders of Designated Preferred Stock shall have no right to receive any dividend for such Dividend Period, and the Issuer shall have no obligation to pay a dividend for such Dividend Period, whether or not dividends are declared for any subsequent Dividend Period with respect to the Designated Preferred Stock; and

(ii)   the Issuer shall, within five (5) calendar days, deliver to the holders of the Designated Preferred Stock a written notice executed by the Chief Executive Officer and the Chief Financial Officer of the Issuer stating the Board of Directors’ rationale for not declaring dividends.

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(d)           Priority of Dividends; Restrictions on Dividends.

(i)    Subject to Sections 3(d)(ii), (iii) and (v) and any restrictions imposed by the Appropriate Federal Banking Agency or, if applicable, the Issuer’s state bank supervisor (as defined in Section 3(r) of the Federal Deposit Insurance Act (12 U.S.C. § 1813(q)), so long as any share of Designated Preferred Stock remains outstanding, the Issuer may declare and pay dividends on the Common Stock, any other shares of Junior Stock, or Parity Stock, in each case only if (A) after giving effect to such dividend the Issuer’s Tier 1 capital would be at least equal to the Tier 1 Dividend Threshold, and (B) full dividends on all outstanding shares of Designated Preferred Stock for the most recently completed Dividend Period have been or are contemporaneously declared and paid.

(ii)   If a dividend is not declared and paid in full on the Designated Preferred Stock in respect of any Dividend Period, then from the last day of such Dividend Period until the last day of the third (3rd) Dividend Period immediately following it, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock; provided, however, that in any such Dividend Period in which a dividend is declared and paid on the Designated Preferred Stock, dividends may be paid on Parity Stock to the extent necessary to avoid any material breach of a covenant by which the Issuer is bound.

(iii)  When dividends have not been declared and paid in full for an aggregate of four (4) Dividend Periods or more, and during such time the Issuer was not subject to a regulatory determination that prohibits the declaration and payment of dividends, the Issuer shall, within five (5) calendar days of each missed payment, deliver to the holders of the Designated Preferred Stock a certificate executed by at least a majority of the Board of Directors stating that the Board of Directors used its best efforts to declare and pay such dividends in a manner consistent with (A) safe and sound banking practices and (B) the directors’ duties under applicable law.

(iv)  Subject to the foregoing and Section 3(e) below and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

(v)   If the Issuer is not Publicly-Traded, then after September 27, 2021, so long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock.

(e)           Special Lending Incentive Fee Related to CPP.  If the Issuer’s Supplemental Report with respect to the fourth (4th) Dividend Period reflects an amount of Qualified Small Business Lending that is less than or equal to the Baseline (or if the Issuer fails to timely file a

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Supplemental Report with respect to the fourth (4th) Dividend Period), then beginning on January 1, 2014 and on all Dividend Payment Dates thereafter ending on April 1, 2016, the Issuer shall pay to the Holders of Designated Preferred Stock, on each share of Designated Preferred Stock, but only out of assets legally available therefor, a fee equal to 0.5% of the Liquidation Amount per share of Designated Preferred Stock (“CPP Lending Incentive Fee”).  All references in Section 3(d) to “dividends” on the Designated Preferred Stock shall be deemed to include the CPP Lending Incentive Fee.

Section 4.  Liquidation Rights.

(a)           Voluntary or Involuntary Liquidation.  In the event of any liquidation, dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends on each such share (such amounts collectively, the “Liquidation Preference”).

(b)           Partial Payment.  If in any distribution described in Section 4(a) above the assets of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c)           Residual Distributions.  If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

(d)           Merger, Consolidation and Sale of Assets Is Not Liquidation.  For purposes of this Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Issuer, shall not constitute a liquidation, dissolution or winding up of the Issuer.

Section 5.  Redemption.

(a)           Optional Redemption.

(i)    Subject to the other provisions of this Section 5:

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(1)The Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding; and

(2)If, after the PCC Signing Date, there is a change in law that modifies the terms of Treasury’s investment in the Designated Preferred Stock or the terms of Treasury’s Small Business Lending Fund program in a materially adverse respect for the Issuer, the Issuer may, after consultation with the Appropriate Federal Banking Agency, redeem all of the shares of Designated Preferred Stock at the time outstanding.

(ii)   The per-share redemption price for shares of Designated Preferred Stock shall be equal to the sum of:

(1)the Liquidation Amount per share,

(2)the per-share amount of any unpaid dividends for the then current Dividend Period at the Applicable Dividend Rate to, but excluding, the date fixed for redemption (regardless of whether any dividends are actually declared for that Dividend Period); and

(3)the pro rata amount of CPP Lending Incentive Fees for the current Dividend Period.

The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent.  Any declared but unpaid dividends for the then current Dividend Period payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b)           No Sinking Fund.  The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions.  Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

(c)           Notice of Redemption.  Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Issuer.  Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption.  Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any

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holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock.  Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility.  Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d)           Partial Redemption.  In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable, but in any event the shares to be redeemed shall not be less than the Minimum Amount.  Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time, subject to the approval of the Appropriate Federal Banking Agency.  If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e)           Effectiveness of Redemption.  If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest.  Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Issuer, after which time the holders of the shares so called for redemption shall look only to the Issuer for payment of the redemption price of such shares.

(f)            Status of Redeemed Shares.  Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6.  Conversion.  Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

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Section 7.  Voting Rights.

(a)           General.  The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

(b)           Board Observation Rights.  Whenever, at any time or times, dividends on the shares of Designated Preferred Stock have not been declared and paid in full within five (5) Business Days after each Dividend Payment Date for an aggregate of five (5) Dividend Periods or more, whether or not consecutive, the Issuer shall invite a representative selected by the holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single class, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors in connection with such meetings; provided, that the holders of the Designated Preferred Stock shall not be obligated to select such a representative, nor shall such representative, if selected, be obligated to attend any meeting to which he/she is invited.  The rights of the holders of the Designated Preferred Stock set forth in this Section 7(b) shall terminate when full dividends have been timely paid on the Designated Preferred Stock for at least four consecutive Dividend Periods, subject to revesting in the event of each and every subsequent default of the character above mentioned.

(c)           Preferred Stock Directors.  Whenever, at any time or times, (i) dividends on the shares of Designated Preferred Stock have not been declared and paid in full within five (5) Business Days after each Dividend Payment Date for an aggregate of six (6) Dividend Periods or more, whether or not consecutive, and (ii) the aggregate liquidation preference of the then-outstanding shares of Designated Preferred Stock is greater than or equal to $25,000,000, the authorized number of directors of the Issuer shall automatically be increased by two and the holders of the Designated Preferred Stock, voting as a single class, shall have the right, but not the obligation, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Issuer’s next annual meeting of stockholders (or, if the next annual meeting is not yet scheduled or is scheduled to occur more than thirty days later, the President of the Company shall promptly call a special meeting for that purpose) and at each subsequent annual meeting of stockholders until full dividends have been timely paid on the Designated Preferred Stock for at least four consecutive Dividend Periods, at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Issuer to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Issuer may then be listed or traded that listed or traded companies must have a majority of independent directors.  Upon any termination of the right of the holders of shares of Designated Preferred Stock to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto.  Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class.  If the office of any Preferred Director

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becomes vacant for any reason other than removal from office as aforesaid, the holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single class, may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(d)           Class Voting Rights as to Particular Matters.  So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the written consent of (x) Treasury if Treasury holds any shares of Designated Preferred Stock, or (y) the holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single class, if Treasury does not hold any shares of Designated Preferred Stock, shall be necessary for effecting or validating:

(i)    Authorization of Senior Stock.  Any amendment or alteration of the Articles Supplementary for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Issuer ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Issuer;

(ii)   Amendment of Designated Preferred Stock.  Any amendment, alteration or repeal of any provision of the Articles Supplementary for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(d)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock;

(iii)  Share Exchanges, Reclassifications, Mergers and Consolidations.  Subject to Section 7(d)(v) below, any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Issuer with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Issuer is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof that are the same as the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole; provided, that in all cases, the obligations of the Issuer are assumed (by operation of law or by express written assumption) by the resulting entity or its ultimate parent;

(iv)  Certain Asset Sales.  Any sale of all, substantially all, or any material portion of, the assets of the Company, if the Designated Preferred Stock will not be redeemed in full contemporaneously with the consummation of such sale; and

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(v)   Holding Company Transactions.  Any consummation of a Holding Company Transaction, unless as a result of the Holding Company Transaction each share of Designated Preferred Stock shall be converted into or exchanged for one share with an equal liquidation preference of preference securities of the Issuer or the Acquiror (the “Holding Company Preferred Stock”).  Any such Holding Company Preferred Stock shall entitle holders thereof to dividends from the date of issuance of such Holding Company Preferred Stock on terms that are equivalent to the terms set forth herein, and shall have such other rights, preferences, privileges and voting powers, and limitations and restrictions thereof that are the same as the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such conversion or exchange, taken as a whole;

provided, however, that for all purposes of this Section 7(d), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other persons prior to the Merger Closing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

(e)           Changes after Provision for Redemption.  No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(f)            Procedures for Voting and Consents.  The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

Section 8.  Restriction on Redemptions and Repurchases.

(a)           Subject to Sections 8(b) and (c), so long as any share of Designated Preferred Stock remains outstanding, the Issuer may repurchase or redeem any shares of Capital Stock (as defined below), in each case only if (i) after giving effect to such dividend, repurchase or

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redemption, the Issuer’s Tier 1 capital would be at least equal to the Tier 1 Dividend Threshold and (ii) dividends on all outstanding shares of Designated Preferred Stock for the most recently completed Dividend Period have been or are contemporaneously declared and paid (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date).

(b)           If a dividend is not declared and paid on the Designated Preferred Stock in respect of any Dividend Period, then from the last day of such Dividend Period until the last day of the third (3rd) Dividend Period immediately following it, neither the Issuer nor any Issuer Subsidiary shall, redeem, purchase or acquire any shares of Common Stock, Junior Stock, Parity Stock or other capital stock or other equity securities of any kind of the Issuer or any Issuer Subsidiary, or any trust preferred securities issued by the Issuer or any Affiliate of the Issuer (“Capital Stock”), (other than (i) redemptions, purchases, repurchases or other acquisitions of the Designated Preferred Stock and (ii) repurchases of Junior Stock or Common Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset any Share Dilution Amount pursuant to a publicly announced repurchase plan) and consistent with past practice; provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount, (iii) the acquisition by the Issuer or any of the Issuer Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Issuer or any other Issuer Subsidiary), including as trustees or custodians, (iv) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (iv), solely to the extent required pursuant to binding contractual agreements entered into, if by PlainsCapital and assumed by an Issuer Subsidiary at the Merger Closing Date, prior to the PCC Signing Date, or otherwise, prior to the Merger Closing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock, (v) redemptions of securities held by the Issuer or any wholly-owned Issuer Subsidiary or (vi) redemptions, purchases or other acquisitions of capital stock or other equity securities of any kind of any Issuer Subsidiary required pursuant to binding contractual agreements entered prior to, if such Issuer Subsidiary was a subsidiary of PlainsCapital immediately prior to the Merger Closing Date, December 19, 2008, or otherwise, the Merger Closing Date).

(c)           If the Issuer is not Publicly-Traded, then after September 27, 2021, so long as any share of Designated Preferred Stock remains outstanding, no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Issuer or any of its subsidiaries.

Section 9.  No Preemptive Rights.  No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 10.  References to Line Items of Supplemental Reports.  If Treasury modifies the form of Supplemental Report, pursuant to its rights under the Definitive Agreement, and any such modification includes a change to the caption or number of any line item on the

18

Supplemental Report, then any reference herein to such line item shall thereafter be a reference to such re-captioned or re-numbered line item.

Section 11.  Record Holders.  To the fullest extent permitted by applicable law, the Issuer and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary.

Section 12.  Notices.  All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in these Articles Supplementary, in the Charter or Bylaws or by applicable law.  Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 13.  Replacement Certificates.  The Issuer shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Issuer.  The Issuer shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Issuer.

Section 14.  Other Rights.  The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

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HILLTOP HOLDINGS INC.

ARTICLES SUPPLEMENTARY

Hilltop Holdings Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland, that:

FIRST:  Under a power contained in Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”), and in accordance with resolutions duly adopted by the Board of Directors of the Corporation (the “Board”), the Corporation elects, notwithstanding any provision in its charter or bylaws to the contrary, to be subject to Section 3-804(b) of the MGCL, the repeal of which may be effected only by a resolution adopted by the Board.

SECOND:  The election to become subject to Section 3-804(b) of the MGCL has been approved by the Board in the manner and by the vote required by law.

THIRD:  The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer and attested by its General Counsel and Secretary on this 29th day of November, 2012.

ATTEST:	HILLTOP HOLDINGS INC.
/s/ Corey G. Prestidge	By:	/s/ Jeremy B. Ford	(SEAL)
Corey G. Prestidge		Jeremy B. Ford
General Counsel and Secretary		Chief Executive Officer

2

EX-4.2

Exhibit 4.2

CERTIFICATE NUMBER	SEE REVERSE SIDE FOR RESTRICTIONS	AMOUNT
B-

Organized under the Laws of the State of Maryland

HILLTOP HOLDINGS INC.

Non-Cumulative Perpetual Preferred Stock, Series B, $0.01 Par Value Per Share

This Certifies that                                                                                                                                                                             is the
                          registered holder of                                                                                                                    Shares

       of the fully paid and non-assessable Non-Cumulative Perpetual Preferred Stock, Series B, of Hilltop Holdings Inc.

transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers.

this  day of A.D. 20

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (THE “144A EXEMPTION”).  IF ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS ADVISED BY THE TRANSFEROR THAT SUCH TRANSFEROR IS RELYING ON THE 144A EXEMPTION, SUCH TRANSFEREE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED  INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN PLAINSCAPITAL CORPORATION AND THE SECRETARY OF THE TREASURY, A COPY OF WHICH IS ON FILE WITH THE ISSUER.  THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT.  ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 2-211(B) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION HAS AUTHORITY TO ISSUE AND, IF THE CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (I) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (II) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES.  THE FOREGOING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CHARTER OF THE CORPORATION.  THE CORPORATION WILL FURNISH A COPY OF SUCH STATEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

FOR VALUE RECEIVED,                                                                        hereby sells, assigns and transfers unto                                                                                                                          Shares represented by the within Certificate, and does hereby irrevocably constitute and appoint                                                        Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises.

Dated                              , A.D. 20          

In presence of:

NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

EX-4.5.5

Exhibit 4.5.5

SECOND SUPPLEMENTAL INDENTURE

(PCC Statutory Trust I)

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.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows:

PRELIMINARY STATEMENTS

The Trustee and the Company are parties to that certain Indenture dated as of July 31, 2001, as amended by that First Supplemental Indenture dated as of August 7, 2006 (as amended, the “Indenture”), pursuant to which the Company issued U.S. $18,042,000.00 of its Floating Rate Junior Subordinated Deferrable Interest Debentures (the “Debentures”).

As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this Second Supplemental Indenture, shall merge (referred to herein and for purposes of Article IX of the Indenture as the “Merger”) with and into Successor Company, with the Successor Company as the surviving corporation.  Following the effective time of the Merger, the name of Successor Company shall be changed to “PlainsCapital Corporation.”  The parties hereto are entering into this Second Supplemental Indenture pursuant to, and in accordance with, Section 9.1(a) of the Indenture.

Section 1.  Definitions.  All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

Section 2.  Interpretation.

(a)In this Second Supplemental Indenture, unless a clear contrary intention appears:

(i)the singular number includes the plural number and vice versa;

(ii)reference to any gender includes the other gender;

(iii)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Section or other subdivision;

(iv)reference to any person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Second Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this Second Supplemental Indenture or the Indenture;

(v)reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor;

(vi)reference to any Section means such Section of this Second Supplemental Indenture; and

(vii)the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.

(b)No provision in this Second Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision.

Section 3.  Assumption of Obligations.

(a)Pursuant to, and in compliance and accordance with, Section 11.1 of the Indenture, the Successor Company hereby expressly and unconditionally assumes the due and punctual payment of the principal of (and premium, if any) and interest on, all of the Debentures in accordance with their terms, and the due and punctual performance and observance of each and every covenant and condition of the Company under the Indenture, all as if the Successor Company were the Company thereunder.

(b)Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to, is substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Successor Company had originally been named in the Indenture as the Company.

(c)The Successor Company also succeeds to, is substituted for, and may exercise every right and power of, the Company under the Amended and Restated Declaration of Trust of the Trust, dated as of July 31, 2001, as amended by that First Amendment to Amended and Restated Declaration

2

of Trust, dated as of August 7, 2006 (as amended, the “Trust Agreement”), as Depositor (as defined in the Trust Agreement), with the same effect as if the Successor Company had originally been named in the Trust Agreement as the Company.

(d)The Successor Company also succeeds to, and is substituted for, and may exercise every right and power of, the Company under the Guarantee Agreement, dated as of July 31, 2001, as amended by that First Amendment to Guarantee Agreement, dated as of August 17, 2006 (as amended, the “Guarantee Agreement”), as Guarantor (as defined in the Guarantee Agreement), with the same effect as if the Successor Company had originally been named in the Guarantee Agreement as the Company.

Section 4.  Representations and Warranties.  The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this Second Supplemental Indenture and to perform the covenants and obligations of the Indenture, (b) upon the consummation of the Merger, it will be the successor of the Company pursuant to a valid merger effected in accordance with applicable law, (c) it is a corporation organized and existing under the laws of the State of Maryland, (d) both immediately before and after giving effect to this Second Supplemental Indenture, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and is continuing and (e) this Second Supplemental Indenture is executed and delivered pursuant to Section 9.1 of the Indenture and does not require the consent of the Securityholders.

Section 5.  Conditions of Effectiveness.  This Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(a)the Trustee shall have executed a counterpart of this Second Supplemental Indenture and shall have received a counterpart of this Second Supplemental Indenture executed by the Company and the Successor Company.

(b)the Trustee shall have received an Officers’ Certificate substantially in the form attached hereto as Exhibit A.

(c)the Trustee shall have received an Opinion of Counsel substantially in the form attached hereto as Exhibit B.

(d)The Successor Company and the Company shall have duly executed and filed Articles of Merger with the State Department of Assessments and Taxation of Maryland and a Certificate of Merger with the Secretary of State of the State of Texas in connection with the Merger.

Section 6.  Reference to the Indenture.

(a)Upon the effectiveness of this Second Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or

3

words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby.

(b)Upon the effectiveness of this Second Supplemental Indenture, each reference in the Debentures to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby.

(c)The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

Section 7.  Addresses for Notices.All notices or other communications to be addressed to the Company as contemplated by Section 14.4 of the Indenture shall be addressed to the Successor Company as follows:

PlainsCapital Corporation (f/k/a Meadow Corporation)

200 Crescent Court, Suite 1330

Dallas, Texas 75201

Attention:  Corey Prestidge

Telephone: (214) 252-2181

Fax: (214) 580-5722

Email: cprestidge@hilltop-holdings.com

Section 8.  Execution in Counterparts.  This Second Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

Section 9.  Governing Law; Binding Effect.  This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

Section 10.  The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or the due execution thereof by the Company or the Successor Company.  The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.

[Signatures on following page]

4

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and effective as of the day and year first written above, by their respective officers thereunto duly authorized.

U. S. BANK NATIONAL ASSOCIATION
By:	/s/ ERIC J. DONAGHEY
	Name:	Eric J. Donaghey
	Title:	Vice President
MEADOW CORPORATION
a Maryland corporation
By:	/s/ COREY PRESTIDGE
	Name: Corey Prestidge
	Title: Vice President
PLAINSCAPITAL CORPORATION
a Texas corporation
By:	/s/ ALAN B. WHITE
	Name: Alan B. White
	Title: Chairman and Chief Executive Officer

[Signature Page of Second Supplemental Indenture —PCC Statutory Trust I]

5

EX-4.6.3

Exhibit 4.6.3

FIRST SUPPLEMENTAL INDENTURE

(PCC Statutory Trust II)

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.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows:

PRELIMINARY STATEMENTS

The Trustee and the Company are parties to that certain Indenture dated as of March 26, 2003 (the “Indenture”), pursuant to which the Company issued U.S. $18,042,000.00 of its Floating Rate Junior Subordinated Deferrable Interest Debentures (the “Debentures”).

As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this First Supplemental Indenture, shall merge (referred to herein and for purposes of Article IX of the Indenture as the “Merger”) with and into Successor Company, with the Successor Company as the surviving corporation.  Following the effective time of the Merger, the name of Successor Company shall be changed to “PlainsCapital Corporation.”  The parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Section 9.1(a) of the Indenture.

Section 1.  Definitions.  All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

Section 2.  Interpretation.

(a)In this First Supplemental Indenture, unless a clear contrary intention appears:

(i)the singular number includes the plural number and vice versa;

(ii)reference to any gender includes the other gender;

(iii)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Section or other subdivision;

(iv)reference to any person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are

permitted by this First Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this First Supplemental Indenture or the Indenture;

(v)reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor;

(vi)reference to any Section means such Section of this First Supplemental Indenture; and

(vii)the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.

(b)No provision in this First Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision.

Section 3.  Assumption of Obligations.

(a)Pursuant to, and in compliance and accordance with, Section 11.1 of the Indenture, the Successor Company hereby expressly and unconditionally assumes the due and punctual payment of the principal of (and premium, if any) and interest on, all of the Debentures in accordance with their terms, and the due and punctual performance and observance of each and every covenant and condition of the Company under the Indenture, all as if the Successor Company were the Company thereunder.

(b)Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to, is substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Successor Company had originally been named in the Indenture as the Company.

(c)The Successor Company also succeeds to, is substituted for, and may exercise every right and power of, the Company under the Amended and Restated Declaration of Trust of the Trust, dated as of March 26, 2003 (the “Trust Agreement”), as Depositor (as defined in the Trust Agreement), with the same effect as if the Successor Company had originally been named in the Trust Agreement as the Company.

2

(d)The Successor Company also succeeds to, and is substituted for, and may exercise every right and power of, the Company under the Guarantee Agreement, dated as of March 23, 2003 (the “Guarantee Agreement”), as Guarantor (as defined in the Guarantee Agreement), with the same effect as if the Successor Company had originally been named in the Guarantee Agreement as the Company.

Section 4.  Representations and Warranties.  The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this First Supplemental Indenture and to perform the covenants and obligations of the Indenture, (b) upon the consummation of the Merger, it will be the successor of the Company pursuant to a valid merger effected in accordance with applicable law, (c) it is a corporation organized and existing under the laws of the State of Maryland, (d) both immediately before and after giving effect to this First Supplemental Indenture, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and is continuing and (e) this First Supplemental Indenture is executed and delivered pursuant to Section 9.1 of the Indenture and does not require the consent of the Securityholders.

Section 5.  Conditions of Effectiveness.  This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(a)the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received a counterpart of this First Supplemental Indenture executed by the Company and the Successor Company.

(b)the Trustee shall have received an Officers’ Certificate substantially in the form attached hereto as Exhibit A.

(c)the Trustee shall have received an Opinion of Counsel substantially in the form attached hereto as Exhibit B.

(d)The Successor Company and the Company shall have duly executed and filed Articles of Merger with the State Department of Assessments and Taxation of Maryland and a Certificate of Merger with the Secretary of State of the State of Texas in connection with the Merger.

Section 6.  Reference to the Indenture.

(a)Upon the effectiveness of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby.

(b)Upon the effectiveness of this First Supplemental Indenture, each reference in the Debentures to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby.

3

(c)The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

Section 7.  Addresses for Notices.All notices or other communications to be addressed to the Company as contemplated by Section 14.4 of the Indenture shall be addressed to the Successor Company as follows:

PlainsCapital Corporation (f/k/a Meadow Corporation)

200 Crescent Court, Suite 1330

Dallas, Texas 75201

Attention:  Corey Prestidge

Telephone: (214) 252-2181

Fax: (214) 580-5722

Email: cprestidge@hilltop-holdings.com

Section 8.  Execution in Counterparts.  This First Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

Section 9.  Governing Law; Binding Effect.  This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

Section 10.  The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the due execution thereof by the Company or the Successor Company.  The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.

[Signatures on following page]

4

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and effective as of the day and year first written above, by their respective officers thereunto duly authorized.

U. S. BANK NATIONAL ASSOCIATION
By:	/s/ ERIC J. DONAGHEY
	Name:	Eric J. Donaghey
	Title:	Vice President
MEADOW CORPORATION
a Maryland corporation
By:	/s/ COREY PRESTIDGE
	Name: Corey Prestidge
	Title: Vice President
PLAINSCAPITAL CORPORATION
a Texas corporation
By:	/s/ ALAN B. WHITE
	Name: Alan B. White
	Title: Chairman and Chief Executive Officer

[Signature Page of First Supplemental Indenture —PCC Statutory Trust II]

5

EX-4.7.3

Exhibit 4.7.3

FIRST SUPPLEMENTAL INDENTURE

(PCC Statutory Trust III)

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.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows:

PRELIMINARY STATEMENTS

The Trustee and the Company are parties to that certain Indenture dated as of September 17, 2003 (the “Indenture”), pursuant to which the Company issued U.S. $15,464,000.00 of its Floating Rate Junior Subordinated Deferrable Interest Debentures (the “Debentures”).

As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this First Supplemental Indenture, shall merge (referred to herein and for purposes of Article IX of the Indenture as the “Merger”) with and into Successor Company, with the Successor Company as the surviving corporation.  Following the effective time of the Merger, the name of Successor Company shall be changed to “PlainsCapital Corporation.”  The parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Section 9.1(a) of the Indenture.

Section 1.  Definitions.  All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

Section 2.  Interpretation.

(a)In this First Supplemental Indenture, unless a clear contrary intention appears:

(i)the singular number includes the plural number and vice versa;

(ii)reference to any gender includes the other gender;

(iii)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Section or other subdivision;

(iv)reference to any person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are

permitted by this First Supplemental Indenture or the Indenture, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually provided that nothing in this clause (iv) is intended to authorize any assignment not otherwise permitted by this First Supplemental Indenture or the Indenture;

(v)reference to any agreement, document or instrument means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, as well as any substitution or replacement therefor and reference to any note includes modifications thereof and any note issued in extension or renewal thereof or in substitution or replacement therefor;

(vi)reference to any Section means such Section of this First Supplemental Indenture; and

(vii)the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.

(b)No provision in this First Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision.

Section 3.  Assumption of Obligations.

(a)Pursuant to, and in compliance and accordance with, Section 11.1 of the Indenture, the Successor Company hereby expressly and unconditionally assumes the due and punctual payment of the principal of (and premium, if any) and interest on, all of the Debentures in accordance with their terms, and the due and punctual performance and observance of each and every covenant and condition of the Company under the Indenture, all as if the Successor Company were the Company thereunder.

(b)Pursuant to, and in compliance and accordance with, Section 11.2 of the Indenture, the Successor Company succeeds to, is substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Successor Company had originally been named in the Indenture as the Company.

(c)The Successor Company also succeeds to, is substituted for, and may exercise every right and power of, the Company under the Amended and Restated Declaration of Trust of the Trust, dated as of September 17, 2003 (the “Trust Agreement”), as Depositor (as defined in the Trust Agreement), with the same effect as if the Successor Company had originally been named in the Trust Agreement as the Company.

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(d)The Successor Company also succeeds to, and is substituted for, and may exercise every right and power of, the Company under the Guarantee Agreement, dated as of September 17, 2003 (the “Guarantee Agreement”), as Guarantor (as defined in the Guarantee Agreement), with the same effect as if the Successor Company had originally been named in the Guarantee Agreement as the Company.

Section 4.  Representations and Warranties.  The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this First Supplemental Indenture and to perform the covenants and obligations of the Indenture, (b) upon the consummation of the Merger, it will be the successor of the Company pursuant to a valid merger effected in accordance with applicable law, (c) it is a corporation organized and existing under the laws of the State of Maryland, (d) both immediately before and after giving effect to this First Supplemental Indenture, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and is continuing and (e) this First Supplemental Indenture is executed and delivered pursuant to Section 9.1 of the Indenture and does not require the consent of the Securityholders.

Section 5.  Conditions of Effectiveness.  This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(a)the Trustee shall have executed a counterpart of this First Supplemental Indenture and shall have received a counterpart of this First Supplemental Indenture executed by the Company and the Successor Company.

(b)the Trustee shall have received an Officers’ Certificate substantially in the form attached hereto as Exhibit A.

(c)the Trustee shall have received an Opinion of Counsel substantially in the form attached hereto as Exhibit B.

(d)The Successor Company and the Company shall have duly executed and filed Articles of Merger with the State Department of Assessments and Taxation of Maryland and a Certificate of Merger with the Secretary of State of the State of Texas in connection with the Merger.

Section 6.  Reference to the Indenture.

(a)Upon the effectiveness of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby.

(b)Upon the effectiveness of this First Supplemental Indenture, each reference in the Debentures to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby.

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(c)The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

Section 7.  Addresses for Notices.All notices or other communications to be addressed to the Company as contemplated by Section 14.4 of the Indenture shall be addressed to the Successor Company as follows:

PlainsCapital Corporation (f/k/a Meadow Corporation)

200 Crescent Court, Suite 1330

Dallas, Texas 75201

Attention:  Corey Prestidge

Telephone: (214) 252-2181

Fax: (214) 580-5722

Email: cprestidge@hilltop-holdings.com

Section 8.  Execution in Counterparts.  This First Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

Section 9.  Governing Law; Binding Effect.  This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

Section 10.  The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the due execution thereof by the Company or the Successor Company.  The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and effective as of the day and year first written above, by their respective officers thereunto duly authorized.

U. S. BANK NATIONAL ASSOCIATION
By:	/s/ ERIC J. DONAGHEY
	Name:	Eric J. Donaghey
	Title:	Vice President
MEADOW CORPORATION
a Maryland corporation
By:	/s/ COREY PRESTIDGE
	Name: Corey Prestidge
	Title: Vice President
PLAINSCAPITAL CORPORATION
a Texas corporation
By:	/s/ ALAN B. WHITE
	Name: Alan B. White
	Title: Chairman and Chief Executive Officer

[Signature Page of First Supplemental Indenture —PCC Statutory Trust III]

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EX-4.8.3

Exhibit 4.8.3

FIRST SUPPLEMENTAL INDENTURE

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”).

RECITALS

WHEREAS, PlainsCapital Corporation, a Texas corporation (“Plains”) and the Trustee entered into an Indenture dated as of February 22, 2008 (the “Indenture”), pursuant to which the Junior Subordinated Debt Securities due 2038 (the “Debt Securities”) have been issued by Plains; and

WHEREAS, on the date of this Supplemental Indenture, Plains has been merged with and into Meadow Corporation, with Meadow Corporation being the surviving corporation (the “Merger”), whereupon the separate corporate existence of Plains has ceased; and

WHEREAS, as of immediately following the effective time of the Merger, Meadow Corporation has amended its articles of incorporation to change its name to “PlainsCapital Corporation”; and

WHEREAS, Section 8.1(a) of the Indenture requires that PCC expressly assume, by a supplemental indenture executed and delivered to the Trustee by PCC, the due and punctual payment of the principal of (and premium, if any) and the interest on all of the Debt Securities in accordance with their terms, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be kept or performed by Plains; and

WHEREAS, Section 9.1(a) of the Indenture authorizes, without the consent of any Holders, the execution of a supplemental indenture to evidence the succession of another corporation to Plains, and the assumption by any such successor of the covenants, agreements, and obligations of Plains under the Indenture; and

WHEREAS, Plains has delivered to the Trustee an Officer’s Certificate stating that the Merger and this Supplemental Indenture comply with Section 8.1 of the Indenture and that all conditions precedent therein provided for relating to the Merger have been complied with, and an Opinion of Counsel to the same effect; and

WHEREAS, capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture.

NOW, THEREFORE, in compliance with Section 8.1 of the Indenture, and in consideration of the covenants contained herein and intending to be legally bound hereby, PCC and the Trustee, for the benefit of the Holders, agree as follows:

1.Assumption of Payment and Performance.  PCC hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest on all of the Debt

Securities and the due and punctual performance and observance of all of the covenants and conditions of the Indenture on the part of Plains to be performed or observed.

2.Effect of Supplemental Indenture.  Upon the execution of this Supplemental Indenture, (i) the Indenture has been and hereby is modified in accordance herewith; (ii) this Supplemental Indenture forms a part of the Indenture for all purposes; (iii) except as modified and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect; (iv) the Debt Securities shall continue to be governed by the Indenture; and (v) every Holder heretofore or hereafter under the Indenture shall be bound by this Supplemental Indenture.

3.Notation on Debt Securities.  Debt Securities authenticated and delivered on or after the date hereof shall bear the following notation, which may be printed or typewritten thereon:

“Effective November 30, 2012, PlainsCapital Corporation, a Texas corporation (“Plains”), was merged with and into Meadow Corporation, a Maryland corporation.  Pursuant to the First Supplemental Indenture, dated as of November 30, 2012 Meadow, renamed “PlainsCapital Corporation” following completion of the merger, has assumed the obligations of Plains under the Indenture and the performance of every covenant and condition of the Indenture on the part of Plains to be performed or observed.”

If PCC shall so determine, new Debt Securities so modified as to conform to the Indenture as hereby supplemented, in form satisfactory to the Trustee, may at any time hereafter be prepared and executed by PCC and, upon receipt of a written order from PCC, authenticated and delivered by the Trustee or the Authenticating Agent in exchange for the Debt Securities then outstanding, and thereafter the notation herein provided shall no longer be required.  Anything herein or in the Indenture to the contrary notwithstanding, the failure to affix the notation herein provided as to any Debt Security or to exchange any Debt Security for a new Debt Security modified as herein provided shall not affect any of the rights of the holder of such Debt Security.

4.The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by PCC.

5.Governing Law.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof.

6.Successors and Assigns.  This Supplemental Indenture shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto and the holders of any Debt Securities then outstanding.

7.Headings.  The headings used in this Supplemental Indenture are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Supplemental Indenture.

8.Counterparts.  This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written.

“PCC”
PlainsCapital Corporation, a Maryland corporation
(f/k/a Meadow Corporation)
By:	/s/ COREY PRESTIDGE
	Name:	Corey Prestidge
	Title:	Secretary
WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Trustee
By:	/s/ AMY L. MARTIN
	Name:	Amy L. Martin
	Title:	Vice President

EX-10.14.4

Exhibit 10.14.4

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

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.

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger by and among the Company, Hilltop Holdings Inc., a Maryland corporation (“Purchaser”), and Meadow Corporation, a Maryland corporation and a direct, wholly-owned subsidiary of Purchaser (“Merger Sub”), dated as of May 8, 2012 (the “Merger Agreement”), pursuant to which the Company will, on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving entity (the  “Merger”); and

WHEREAS, pursuant to Section 6.5(e) of the Merger Agreement and Schedule 6.5(e) of the Company Disclosure Schedule (as defined in the Merger Agreement), the Company must use its reasonable best efforts to cause certain of the employment agreements of the Company and its employees to be amended prior to the Closing Date (as defined in the Merger Agreement) in a manner that would extend the term of such employment agreements to a date that is the second anniversary of the Closing Date and eliminate the automatic renewal feature of such employment agreements upon the applicable anniversary date, such that as of the Closing Date, the term of each employment agreement shall expire on the second anniversary of the Closing Date; and

WHEREAS, the parties desire to amend the Agreement in accordance with Section 6.5(e) of the Merger Agreement and Schedule 6.5(e) of the Company Disclosure Schedule, contingent upon and effective only upon the Closing (as defined in the Merger Agreement) of the Merger (the “Effective Time”); and

WHEREAS, the parties further desire to amend the non-competition provisions of the Agreement effective only upon the Closing to provide that the Executive is subject to the non-competition provisions during the Term of this Agreement, and for a period of one (1) year following the earlier of (i) his Termination of Employment or (ii) the termination of this Agreement; and

WHEREAS, the parties further desire to amend the bonus provisions of the Agreement effective only upon the Closing to (i) eliminate the guaranteed bonus provisions and (ii) clarify who determines the annual bonus, in each case pursuant to Section 3(b) of the Agreement.

NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants contained herein and in the Agreement, and other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:

1.Section 3(b) is amended, effective as of the Effective Time, by deleting said Section in its entirety and substituting in lieu thereof the following new Section 3(b):

Bonus. Subject to Section 17 below, Executive shall be eligible to receive an annual bonus for each year ending during the term of this Agreement as shall be determined by the Board of Directors of Hilltop Holdings Inc. (the “Board”) or whomever is delegated such authority by the Board (the “Incentive Bonus”). The Incentive Bonus shall not be based upon performance criteria that would encourage Executive to take any unnecessary and excessive risks that threaten the value of Employer, and Employer expressly discourages Executive from taking such risks.  Notwithstanding the foregoing, during any period that Employer is subject to Section 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”): (1) in the event Employer (or the Compensation Committee of the Company) determines, in its sole discretion, that Executive has taken any unnecessary and excessive risks, Employer may reduce all or any portion of the Incentive Bonus to which Executive has obtained a legally binding right pursuant to this Section 3(b); and (2) in the event Employer (or the Compensation Committee of the Company) determines, in its sole discretion, that Executive has been paid or has obtained a legally binding right to an Incentive Bonus pursuant to this Section 3(b) that is based on materially inaccurate financial statements and any other materially inaccurate performance metric criteria, Executive must pay Employer an amount equal to such Incentive Bonus immediately after Executive receives notice of such misstatement (or forfeit receipt of such Incentive Bonus if the Incentive Bonus has not been paid).  Any bonus payable under this Section 3(b) shall be paid on or before March 15 of the year following the year for which the bonus is payable.

2.Section 4 is amended, effective as of the Effective Time, by deleting said Section in its entirety and substituting in lieu thereof the following new Section 4:

4.Term of Agreement.  This Agreement shall become effective and binding immediately upon its execution and shall remain in effect until the date that is the second anniversary of the “Closing Date” as defined in that certain Agreement and Plan of Merger by and among the Company, Hilltop Holdings Inc., a Maryland corporation, and Meadow Corporation, a Maryland corporation, dated as of May 8, 2012 (such second anniversary date being referred to herein as, the “Term Date”).  Unless the parties agree in writing to extend the term of this Agreement at any time on or before the Term Date, this Agreement shall expire on the Term Date.  It is the intent of the parties hereto that certain provisions of this Agreement, such as Sections 5(a)(ii), 10, 11, 12, 13, 14, 15 and 16, by their terms shall survive and remain effective after the termination of this Agreement.

3.Section 15 is amended, effective as of the Effective Time, by deleting said Section in its entirety and substituting in lieu thereof the following new Section 15:

15.Non-Competition. Ancillary to his promise to protect the Confidential Information of Employer, Executive agrees that during the Term of this Agreement, and for a period of one (1) year following the earlier of (i) his Termination of Employment or (ii) the termination of this Agreement, Executive shall not engage or invest in, own, manage, operate, finance, control, participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to any business that provides services of investment banking, consumer banking, commercial banking, financial advisory services, mortgage banking, residential mortgage brokerage, commercial mortgage brokerage, equipment leasing, personal property leasing, personal insurance,

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commercial insurance, title insurance or other financial services of any type whatsoever anywhere within the state of Texas; provided, however, Executive may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934.

Executive further acknowledges that:

(a)The services to be performed by Executive under this Agreement are of a special, unique, unusual, extraordinary and intellectual character;

(b)Employer’s business is statewide in scope and its products and services are marketed throughout the state of Texas;

(c)Employer competes with other businesses that are or could be located in any part of the state of Texas; and

(d)The provisions of this Section 15 are reasonable and necessary to protect Employer’s business.

4.The parties to this Amendment have read this Amendment, understand it and voluntarily accept its terms and the parties agree that there shall not be strict interpretation against either party in connection with any review of this Amendment in which interpretation thereof is an issue.  Executive further acknowledges that:  (i) this Amendment is executed voluntarily and without any duress or undue influence on the part or behalf of the Company or any of its affiliates; (ii) this entire Amendment is written in a manner calculated to be understood by Executive; (iii) Executive knowingly consents to all changes set forth in this Amendment, including for purposes of Good Reason (as defined in the Agreement); and (iv) Executive is fully aware of the legal and binding effect of this Amendment.

5.Except as amended hereby, the Agreement shall continue in full force and effect.

* * * * * * * *

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

HILL A. FEINBERG			PLAINS CAPITAL CORPORATION
Executive:		/s/ HILL A. FEINBERG	By:	/s/ ALAN B. WHITE
Date:	9/12/2012		Its:	Chairman and CEO
			Date:		9/17/2012
			FIRST SOUTHWEST HOLDINGS, LLC
			By:	/s/ HILL A. FEINBERG
			Its:	CEO
			Date:		9/12/2012

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EX-10.16.4

Exhibit 10.16.4

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

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.

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger by and among the Company, Hilltop Holdings Inc., a Maryland corporation (“Purchaser”), and Meadow Corporation, a Maryland corporation and a direct, wholly-owned subsidiary of Purchaser (“Merger Sub”), dated as of May 8, 2012 (the “Merger Agreement”), pursuant to which the Company will, on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving entity (the  “Merger”); and

WHEREAS, pursuant to Section 6.5(e) of the Merger Agreement and Schedule 6.5(e) of the Company Disclosure Schedule (as defined in the Merger Agreement), the Company must use its reasonable best efforts to cause certain of the employment agreements of the Company and its employees to be amended prior to the Closing Date (as defined in the Merger Agreement) in a manner that would extend the term of such employment agreements to a date that is the second anniversary of the Closing Date and eliminate the automatic renewal feature of such employment agreements upon the applicable anniversary date, such that as of the Closing Date, the term of each employment agreement shall expire on the second anniversary of the Closing Date; and

WHEREAS, the parties desire to amend the Agreement in accordance with Section 6.5(e) of the Merger Agreement and Schedule 6.5(e) of the Company Disclosure Schedule, contingent upon and effective only upon the Closing (as defined in the Merger Agreement) of the Merger (the “Effective Time”); and

WHEREAS, the parties further desire to amend the non-competition provisions of the Agreement effective only upon the Closing to provide that the Executive is subject to the non-competition provisions during the Term of this Agreement, and for a period of one (1) year following the earlier of (i) his Termination of Employment or (ii) the termination of this Agreement; and

WHEREAS, the parties further desire to amend the bonus provisions of the Agreement effective only upon the Closing to (i) eliminate the guaranteed bonus provisions and (ii) clarify who determines the annual bonus, in each case pursuant to Section 3(b) of the Agreement.

NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants contained herein and in the Agreement, and other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:

1.Section 3(b) is amended, effective as of the Effective Time, by deleting said Section in its entirety and substituting in lieu thereof the following new Section 3(b):

Bonus. Subject to Section 17 below, Executive shall be eligible to receive an annual bonus for each year ending during the term of this Agreement as shall be determined by the Board of Directors of Hilltop Holdings Inc. (the “Board”) or whomever is delegated such authority by the Board (the “Incentive Bonus”). The Incentive Bonus shall not be based upon performance criteria that would encourage Executive to take any unnecessary and excessive risks that threaten the value of Employer, and Employer expressly discourages Executive from taking such risks.  Notwithstanding the foregoing, during any period that Employer is subject to Section 111(b) of EESA: (1) in the event Employer (or the Compensation Committee of the Company) determines, in its sole discretion, that Executive has taken any unnecessary and excessive risks, Employer may reduce all or any portion of the Incentive Bonus to which Executive has obtained a legally binding right pursuant to this Section 3(b); and (2) in the event Employer (or the Compensation Committee of the Company) determines, in its sole discretion, that Executive has been paid or has obtained a legally binding right to an Incentive Bonus pursuant to this Section 3(b) that is based on materially inaccurate financial statements and any other materially inaccurate performance metric criteria, Executive must pay Employer an amount equal to such Incentive Bonus immediately after Executive receives notice of such misstatement (or forfeit receipt of such Incentive Bonus if the Incentive Bonus has not been paid).  Any bonus payable under this Section 3(b) shall be paid on or before March 15 of the year following the year for which the bonus is payable.

2.Section 4 is amended, effective as of the Effective Time, by deleting said Section in its entirety and substituting in lieu thereof the following new Section 4:

4.Term of Agreement.  This Agreement shall become effective and binding immediately upon its execution and shall remain in effect until the date that is the second anniversary of the “Closing Date” as defined in that certain Agreement and Plan of Merger by and among the Company, Hilltop Holdings Inc., a Maryland corporation, and Meadow Corporation, a Maryland corporation, dated as of May 8, 2012 (such second anniversary date being referred to herein as, the “Term Date”).  Unless the Employer and Executive agree in writing to extend the term of this Agreement at any time on or before the Term Date, this Agreement shall expire on the Term Date.  It is the intent of the parties hereto that certain provisions of this Agreement, such as Sections 5(a)(ii), 10, 11, 12, 13, 14, 15 and 16, by their terms shall survive and remain effective after the termination of this Agreement.

3.Section 15 is amended, effective as of the Effective Time, by deleting said Section in its entirety and substituting in lieu thereof the following new Section 15:

15.Non-Competition. Ancillary to his promise to protect the Confidential Information of Employer, Executive agrees that during the Term of this Agreement, and for a period of one (1) year following the earlier of (i) his Termination of Employment or (ii) the termination of this Agreement, Executive shall not engage or invest in, own, manage, operate, finance, control, participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to any business that provides services of investment banking, consumer banking, commercial banking, financial advisory services, mortgage banking, residential mortgage brokerage, commercial mortgage brokerage, equipment leasing, personal property leasing, personal insurance,

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commercial insurance, title insurance or other financial services of any type whatsoever anywhere within the state of Texas; provided, however, Executive may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934.

Executive further acknowledges that:

(a)The services to be performed by Executive under this Agreement are of a special, unique, unusual, extraordinary and intellectual character;

(b)Employer’s business is statewide in scope and its products and services are marketed throughout the state of Texas;

(c)Employer competes with other businesses that are or could be located in any part of the state of Texas; and

(d)The provisions of this Section 15 are reasonable and necessary to protect Employer’s business.

4.The parties to this Amendment have read this Amendment, understand it and voluntarily accept its terms and the parties agree that there shall not be strict interpretation against either party in connection with any review of this Amendment in which interpretation thereof is an issue.  Executive further acknowledges that:  (i) this Amendment is executed voluntarily and without any duress or undue influence on the part or behalf of the Company or any of its affiliates; (ii) this entire Amendment is written in a manner calculated to be understood by Executive; (iii) Executive knowingly consents to all changes set forth in this Amendment, including for purposes of Good Reason (as defined in the Agreement); and (iv) Executive is fully aware of the legal and binding effect of this Amendment.

5.Except as amended hereby, the Agreement shall continue in full force and effect.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

JAMES HUFFINES			PLAINS CAPITAL CORPORATION
Executive:		/s/ JAMES HUFFINES	By:	/s/ ALAN B. WHITE
Date:	9/12/2012		Its:	Chairman and CEO
			Date:		9/17/2012

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EX-10.17.2

Exhibit 10.17.2

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of September 11, 2012, by and between PLAINS CAPITAL CORPORATION, a Texas corporation (the “Company”) and TODD SALMANS (“Executive”) for purposes of amending that certain Employment Agreement dated as of April 1, 2010, by and between the Company and Executive (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.

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger by and among the Company, Hilltop Holdings Inc., a Maryland corporation (“Purchaser”), and Meadow Corporation, a Maryland corporation and a direct, wholly-owned subsidiary of Purchaser (“Merger Sub”), dated as of May 8, 2012 (the “Merger Agreement”), pursuant to which the Company will, on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into Merger Sub, with Merger Sub as the surviving entity (the  “Merger”); and

WHEREAS, pursuant to Section 6.5(e) of the Merger Agreement and Schedule 6.5(e) of the Company Disclosure Schedule (as defined in the Merger Agreement), the Company must use its reasonable best efforts to cause certain of the employment agreements of the Company and its employees to be amended prior to the Closing Date (as defined in the Merger Agreement) in a manner that would extend the term of such employment agreements to a date that is the second anniversary of the Closing Date and eliminate the automatic renewal feature of such employment agreements upon the applicable anniversary date, such that as of the Closing Date, the term of each employment agreement shall expire on the second anniversary of the Closing Date; and

WHEREAS, the parties desire to amend the Agreement in accordance with Section 6.5(e) of the Merger Agreement and Schedule 6.5(e) of the Company Disclosure Schedule, contingent upon and effective only upon the Closing (as defined in the Merger Agreement) of the Merger (the “Effective Time”); and

WHEREAS, the parties further desire to amend the non-competition provisions of the Agreement effective only upon the Closing to provide that the Executive is subject to the non-competition provisions during the Term of this Agreement, and for a period of one (1) year following the earlier of (i) his Termination of Employment or (ii) the termination of this Agreement; and

WHEREAS, the parties further desire to amend the bonus provisions of the Agreement effective only upon the Closing to clarify who determines the annual bonus pursuant to Section 3(b) of the Agreement.

NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants contained herein and in the Agreement, and other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:

1.Section 3(b) is amended, effective as of the Effective Time, by deleting said Section in its entirety and substituting in lieu thereof the following new Section 3(b):

Bonus. Subject to Section 17 below, Executive shall be eligible to receive an annual bonus for each year ending during the term of this Agreement as shall be determined by the Board of Directors of Hilltop Holdings Inc. (the “Board”) or whomever is delegated such authority by the Board (the “Incentive Bonus”). The Incentive Bonus shall not be based upon performance criteria that would encourage Executive to take any unnecessary and excessive risks that threaten

the value of Employer, and Employer expressly discourages Executive from taking such risks.  Notwithstanding the foregoing, during any period that Employer is subject to Section 111(b) of Emergency Economic Stabilization Act of 2008, as amended (“EESA”): (1) in the event Employer (or the Compensation Committee of the Company) determines, in its sole discretion, that Executive has taken any unnecessary and excessive risks, Employer may reduce all or any portion of the Incentive Bonus to which Executive has obtained a legally binding right pursuant to this Section 3(b); and (2) in the event Employer (or the Compensation Committee of the Company) determines, in its sole discretion, that Executive has been paid or has obtained a legally binding right to an Incentive Bonus pursuant to this Section 3(b) that is based on materially inaccurate financial statements and any other materially inaccurate performance metric criteria, Executive must pay Employer an amount equal to such Incentive Bonus immediately after Executive receives notice of such misstatement (or forfeit receipt of such Incentive Bonus if the Incentive Bonus has not been paid).  Any bonus payable under this Section 3(b) shall be paid on or before March 15 of the year following the year for which the bonus is payable.

2.Section 4 is amended, effective as of the Effective Time, by deleting said Section in its entirety and substituting in lieu thereof the following new Section 4:

4.Term of Agreement.  This Agreement shall become effective and binding immediately upon its execution and shall remain in effect until the date that is the second anniversary of the “Closing Date” as defined in that certain Agreement and Plan of Merger by and among the Company, Hilltop Holdings, Inc., a Maryland corporation, and Meadow Corporation, a Maryland corporation, dated as of May 8, 2012 (such second anniversary date being referred to herein as, the “Term Date”).  Unless the Employer and Executive agree in writing to extend the term of this Agreement at any time on or before the Term Date, this Agreement shall expire on the Term Date.

3.Section 15 is amended, effective as of the Effective Time, by deleting said Section in its entirety and substituting in lieu thereof the following new Section 15:

15.Non-Competition. Ancillary to his promise to protect the Confidential Information of Employer, Executive agrees that during the Term of this Agreement, and for a period of one (1) year following the earlier of (i) his Termination of Employment or (ii) the termination of this Agreement, Executive shall not engage or invest in, own, manage, operate, finance, control, participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to any business that provides services of investment banking, consumer banking, commercial banking, financial advisory services, mortgage banking, residential mortgage brokerage, commercial mortgage brokerage, equipment leasing, personal property leasing, personal insurance, commercial insurance, title insurance or other financial services of any type whatsoever anywhere within the state of Texas; provided, however, Executive may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934.

Executive further acknowledges that:

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(a)The services to be performed by Executive under this Agreement are of a special, unique, unusual, extraordinary and intellectual character;

(b)Employer’s business is statewide in scope and its products and services are marketed throughout the state of Texas;

(c)Employer competes with other businesses that are or could be located in any part of the state of Texas; and

(d)The provisions of this Section 15 are reasonable and necessary to protect Employer’s business.

4.The parties to this Amendment have read this Amendment, understand it and voluntarily accept its terms and the parties agree that there shall not be strict interpretation against either party in connection with any review of this Amendment in which interpretation thereof is an issue.  Executive further acknowledges that:  (i) this Amendment is executed voluntarily and without any duress or undue influence on the part or behalf of the Company or any of its affiliates; (ii) this entire Amendment is written in a manner calculated to be understood by Executive; (iii) Executive knowingly consents to all changes set forth in this Amendment, including for purposes of Good Reason (as defined in the Agreement); and (iv) Executive is fully aware of the legal and binding effect of this Amendment.

5.Except as amended hereby, the Agreement shall continue in full force and effect.

* * * * * * * *

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

TODD SALMANS			PLAINS CAPITAL CORPORATION
Executive:		/s/ TODD SALMANS	By:	/s/ ALAN B. WHITE
Date:	9/11/2012		Its:	Chairman and CEO
			Date:		9/17/2012

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EX-10.18

Exhibit 10.18

HILLTOP HOLDINGS INC.

2012 EQUITY INCENTIVE PLAN

SECTION 1.  Purposes; Definitions

The purposes of this Plan are to focus directors, officers and other employees and consultants on business performance that creates stockholder value, to encourage innovative approaches to the business of the Company and to encourage ownership of Company Common Stock by directors, officers and other employees and consultants.

For purposes of this Plan, the following terms are defined as set forth below:

(a)“Affiliate” means a corporation or other entity controlled by, controlling or under common control with the Company.

(b)“Applicable Exchange” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock.

(c)“Award” means a Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Unit or Other Stock-Based Award granted pursuant to the terms of this Plan.

(d)“Award Agreement” means a written document or agreement setting forth the terms and conditions of a specific Award.

(e)“Board” means the Board of Directors of the Company.

(f)“Change in Control” has the meaning set forth in Section 10(b).

(g)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.

(h)“Commission” means the Securities and Exchange Commission or any successor agency.

(i)“Committee” means the Committee referred to in Section 2.

(j)“Common Stock” means common stock, par value $0.01 per share, of the Company.

(k)“Company” means Hilltop Holdings Inc., a Maryland corporation.

(l)“Disaffiliation” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.

(m)“Eligible Individuals” means directors, officers, employees and consultants of the Company or any of its Subsidiaries or Affiliates, and prospective directors, officers, employees and consultants who have accepted offers of employment or consultancy from the Company or its Subsidiaries or Affiliates.

(n)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(o)“Fair Market Value” means, except as otherwise provided by the Committee, with respect to any given date, the closing reported sales price on such date (or, if there are no reported sales on such date, on the last date prior to such date on which there were sales) of a Share on the Applicable Exchange. If there is no regular public trading market for such Common Stock, the Fair Market Value

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of the Common Stock shall be determined by the Committee in good faith and, to the extent applicable, such determination shall be made in a manner that satisfies Section 409A and Section 422(c)(1) of the Code.

(p)“Free-Standing SAR” has the meaning set forth in Section 5(b).

(q)“Full-Value Award” means any Award other than a Stock Option or Stock Appreciation Right.

(r)“Grant Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares to be subject to such Award, or (ii) such later date as the Committee shall provide in such resolution.

(s)“Incentive Stock Option” means any Stock Option designated as, and qualified as, an “incentive stock option” within the meaning of Section 422 of the Code.

(t)“Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

(u)“Other Stock-Based Award” means Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Common Stock, including (without limitation) unrestricted stock, dividend equivalents, and convertible debentures.

(v)“Participant” means an Eligible Individual to whom an Award is or has been granted.

(w)“Performance Goals” means the performance goals established by the Committee in connection with the grant of Awards. In the case of Qualified Performance-Based Awards, (i) such goals shall be based on the attainment of specified levels of one or more of the following measures: stock price, earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization), earnings per share (whether on pre-tax, after-tax, operations or other basis), operating earnings, total return to stockholders, ratio of debt to debt plus equity, net borrowing, credit quality or debt ratings, return on assets or operating assets, asset quality, net interest margin, loan portfolio growth, efficiency ratio, deposit portfolio growth, liquidity, market share, objective customer service measures or indices, stockholder value added, embedded value added, loss ratio, expense ratio, combined ratio, premiums, pre- or after-tax income, net income, cash flow (before or after dividends), expense or expense levels, economic value added, cash flow per share (before or after dividends), free cash flow, gross margin, risk-based capital, revenues, revenue growth, sales growth, return on capital (including return on total capital or return on invested capital), capital expenditures, cash flow return on investment, cost, cost control, gross profit, operating profit, economic profit, profit before tax, net profit, cash generation, unit volume, sales, net asset value per share, asset quality, cost saving levels, market-spending efficiency, core non-interest income or change in working capital, in each case with respect to the Company or any one or more Subsidiaries, divisions, business units or business segments thereof, either in absolute terms or relative to the performance of one or more other companies (including an index covering multiple companies), (ii) the Performance Goals may be adjusted as determined by the Committee in a manner consistent with Section 3(d) and (iii) such Performance Goals shall be set by the Committee within the time period prescribed by Section 162(m) of the Code.

(x)“Performance Period” means the time period established by the Committee during which the achievement of the applicable Performance Goals is to be measured.

(y)“Performance Unit” means any Award granted under Section 8 of a unit valued by reference to a designated amount of cash or other property other than Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, Shares, or any combination thereof, upon achievement of such Performance Goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

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(z)“Plan” means the Hilltop Holdings Inc. 2012 Equity Incentive Plan, as set forth herein and as hereinafter amended from time to time.

(aa)“Prior Plan” means the 2003 Equity Incentive Plan.

(bb)“Qualified Performance-Based Award” means an Award intended to qualify for the Section 162(m) Exemption, as provided in Section 11.

(cc)“Restriction Period” has the meaning set forth in Section 6(d).

(dd)“Restricted Stock” means an Award granted under Section 6.

(ee)“Restricted Stock Unit” has the meaning set forth in Section 7.

(ff)“Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

(gg)“Share” means a share of Common Stock.

(hh)“Stock Appreciation Right” has the meaning set forth in Section 5(b).

(ii)“Stock Option” means an Award granted under Section 5(a).

(jj)“Subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

(kk)“Tandem SAR” has the meaning set forth in Section 5(c).

(ll)“Term” means the maximum period during which a Stock Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Employment or otherwise, as provided in the Plan or specified in the applicable Award Agreement.

(mm)“Termination of Employment” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, (i) if a Participant’s employment with the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Employment and (ii) a Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Company and its Affiliates shall also be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary, Affiliate or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately thereafter become an employee of, or service provider for, the Company or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Employment. Notwithstanding the foregoing provisions of this definition, with respect to any Award that constitutes a “non-qualified deferred compensation plan” within the meaning of Section 409A of the Code, a Participant shall not be considered to have experienced a “Termination of Employment” unless the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code (a “Separation from Service”).

In addition, certain other terms used herein have definitions given to them in the first place in which they are used.

SECTION 2.  Administration

(a)Committee.  This Plan shall be administered by the Board directly, or if the Board elects, by the Compensation Committee of the Board or such other committee of the Board as the Board may

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from time to time designate, which committee shall be composed of not less than two directors, and shall be appointed by and serve at the pleasure of the Board. All references in this Plan to the “Committee” refer to the Board as a whole, unless a separate committee has been designated or authorized consistent with the foregoing.

Subject to the terms and conditions of this Plan, the Committee shall have absolute authority:

(i)to select the Eligible Individuals to whom Awards may from time to time be granted;

(ii)to determine whether and to what extent Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Other Stock-Based Awards or any combination thereof are to be granted hereunder;

(iii)to determine the number of Shares to be covered by each Award granted hereunder;

(iv)to approve the form of any Award Agreement and determine the terms and conditions of any Award granted hereunder, including, but not limited to, the exercise price (subject to Section 5(a)), any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Company or any Subsidiary or Affiliate) and any acceleration of vesting or forfeiture waiver regarding any Award and the shares of Common Stock relating thereto, based on such factors as the Committee shall determine;

(v)to modify, amend or adjust the terms and conditions of any Award (subject to Sections 5(a) and 5(b)), at any time or from time to time, including, but not limited to, Performance Goals; provided, however, that the Committee may not adjust upwards the amount payable with respect to any Qualified Performance-Based Award;

(vi)to determine under what circumstances an Award may be settled in cash, Shares, other property or a combination of the foregoing;

(vii)to determine whether, to what extent and under what circumstances cash, Shares and other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant;

(viii)to adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it shall from time to time deem advisable;

(ix)to establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable;

(x)to interpret the terms and provisions of this Plan and any Award issued under this Plan (and any Award Agreement relating thereto); and

(xi)to otherwise administer this Plan.

(b)Procedures.

(i)The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 11, allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

(ii)Subject to Section 11(c), any authority granted to the Committee may be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

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(c)Discretion of the Committee.  Any determination made by the Committee or pursuant to delegated authority under the provisions of this Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegated authority at the time of the grant of the Award or, unless in contravention of any express term of this Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegate individual pursuant to the provisions of this Plan shall be final, binding and conclusive on all persons, including the Company, Participants and Eligible Individuals.

(d)Cancellation or Suspension.  Subject to Section 5(e), the Committee shall have full power and authority to determine whether, to what extent and under what circumstances any Award shall be canceled or suspended.

(e)Award Agreements.  The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (or electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall be subject to the Award Agreement being signed (or acknowledged electronically) by the Company and the Participant receiving the Award unless otherwise provided in the Award Agreement. Award Agreements may be amended only in accordance with Section 12.

SECTION 3.  Common Stock Subject to Plan

(a)Plan Maximums.  The maximum number of Shares that may be granted pursuant to Awards under this Plan shall be four million (4,000,000) Shares. The maximum number of Shares that may be granted pursuant to Stock Options intended to be Incentive Stock Options shall be two million (2,000,000) Shares. Shares subject to an Award under this Plan may be authorized and unissued Shares. On and after the Effective Date (as defined in Section 12(a)), no new awards may be granted under the Prior Plan, it being understood that awards outstanding under the Prior Plan as of the Effective Date shall remain in full force and effect under such plan according to their respective terms; provided, however, that dividend equivalents may continue to be issued under the Prior Plan in respect of awards granted under the Prior Plan which are outstanding as of the Effective Date.

(b)Individual Limits.  No Participant may be granted Awards intended to be Qualified Performance-Based Awards (other than Stock Options and Stock Appreciation Rights) covering in excess of five hundred thousand (500,000) Shares during any calendar year. No Participant may be granted Stock Options and Stock Appreciation Rights covering in excess of seven hundred and fifty thousand (750,000) Shares during any calendar year.

(c)Rules for Calculating Shares Delivered.  To the extent that any Award is forfeited, terminates, expires or lapses instead of being exercised, or any Award is settled for cash, the Shares subject to such Awards not delivered as a result thereof shall again be available for Awards under this Plan. If the exercise price of any Stock Option or Stock Appreciation Right and/or the tax withholding obligations relating to any Award are satisfied by delivering Shares (either actually or through a signed document affirming the Participant’s ownership and delivery of such Shares) or withholding Shares relating to such Award, the gross number of Shares subject to the Award after payment of the exercise price and/or tax withholding obligations shall be deemed to have been granted for purposes of the first sentence of Section 3(a).

(d)Adjustment Provision.  In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of the Company’s direct or indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of Shares or other securities reserved for issuance and

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delivery under this Plan, (ii) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (iii) the number and kind of Shares or other securities subject to outstanding Awards, and (iv) the exercise price of outstanding Awards. In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization or similar event affecting the capital structure of the Company, or a Disaffiliation, separation or spinoff, in each case without consideration, or other extraordinary dividend of cash or other property to the Company’s stockholders (each, a “Share Change”), the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards, and (D) the exercise price of outstanding Awards. In the case of Corporate Transactions, such adjustments may include, without limitation, (1) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which stockholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of a Stock Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Stock Option or Stock Appreciation Right shall conclusively be deemed valid); (2) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards; and (3) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities). The Committee may adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or other the Company’s filings with the Commission, provided that in the case of Performance Goals applicable to any Qualified Performance-Based Awards, such adjustment does not violate Section 162(m) of the Code.

(e)Section 409A.  Notwithstanding Section 3(d): (i) any adjustments made pursuant to Section 3(d) to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; and (ii) any adjustments made pursuant to Section 3(d) to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustments, either (A) the Awards continue not to be subject to Section 409A of the Code or (B) there is no resulting imposition of any penalty taxes under Section 409A of the Code in respect of such Awards.

SECTION 4.  Eligibility

Awards may be granted under this Plan to Eligible Individuals.

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SECTION 5.  Stock Options and Stock Appreciation Rights

(a)Types of Stock Options.  Stock Options may be granted alone or in addition to other Awards granted under this Plan and may be of two types: Incentive Stock Options and Nonqualified Stock Options. The Award Agreement for a Stock Option shall indicate whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.

(b)Types and Nature of Stock Appreciation Rights.  Stock Appreciation Rights may be “Tandem SARs,” which are granted in conjunction with a Stock Option, or “Free-Standing SARs,” which are not granted in conjunction with a Stock Option. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash, Shares, or both, in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Common Stock or a combination thereof, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.

(c)Tandem SARs.  A Tandem SAR may be granted at the Grant Date of the related Stock Option. A Tandem SAR shall be exercisable only at such time or times and to the extent that the related Stock Option is exercisable in accordance with the provisions of this Section 5, and shall have the same exercise price as the related Stock Option. A Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related Stock Option, and the related Stock Option shall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.

(d)Exercise Price.  The exercise price per Share subject to a Stock Option or Free-Standing SAR shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the applicable Grant Date.

(e)No Repricing.  In no event may any Stock Option or Stock Appreciation Right granted under this Plan be amended, other than pursuant to Section 3(d), to decrease the exercise price thereof, be cancelled in exchange for cash or other Awards or in conjunction with the grant of any new Stock Option or Free-Standing SAR with a lower exercise price, or otherwise be subject to any action that would be treated, under the Applicable Exchange listing standards or for accounting purposes, as a “repricing” of such Stock Option or Free-Standing SAR, unless such amendment, cancellation, or action is approved by the Company’s stockholders.

(f)Term.  The Term of each Stock Option and each Free-Standing SAR shall be fixed by the Committee, but no Stock Option or Free-Standing SAR shall be exercisable more than ten years after its Grant Date.

(g)Exercisability.  Except as otherwise provided herein, Stock Options and Free-Standing SARs shall be exercisable at such time or times as shall be determined by the Committee and set forth in the applicable Award Agreement. The Award Agreement may also include any provisions as to continued employment or continued service as consideration for the grant or exercise of such Stock Option or Free-Standing SAR, as well as provisions as to performance conditions, and any other provisions that may be advisable to comply with applicable laws, regulations or the rulings of any governmental authority.

(h)Method of Exercise.  Subject to the provisions of this Section 5, Stock Options and Free-Standing SARs may be exercised, in whole or in part, at any time during the Term thereof by giving written notice of exercise to the Company specifying the number of shares of Common Stock subject to the Stock Option or Free-Standing SAR to be purchased. In the case of the exercise of a Stock Option, such notice shall be accompanied by payment in full of the aggregate purchase price (which shall equal the product of such number of Shares subject to such Stock Options multiplied by

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the applicable exercise price). The exercise price for Stock Options may be paid upon such terms as shall be set forth in the applicable Award Agreement. Without limiting the foregoing, the Committee may establish payment terms for the exercise of Stock Options pursuant to which the Company may withhold a number of Shares that otherwise would be issued to the Participant in connection with the exercise of the Stock Option having a Fair Market Value on the date of exercise equal to the exercise price, or that permit the Participant to deliver Shares (or other evidence of ownership of Shares satisfactory to the Company) with a Fair Market Value equal to the exercise price as payment.

(i)Delivery; Rights of Stockholders.  A Participant shall not be entitled to delivery of Shares pursuant to the exercise of a Stock Option or Stock Appreciation Right until the exercise price therefor has been fully paid and applicable taxes have been withheld. A Participant shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to such Stock Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares received upon exercise), when the Participant (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a) and (iii) in the case of a Stock Option, has paid the exercise price for such Stock Options and applicable taxes in full.

(j)Non-Transferability of Stock Options and Stock Appreciation Rights.  No Stock Option or Free-Standing SAR shall be transferable by a Participant other than, for no value or consideration, (i) by will or by the laws of descent and distribution; or (ii) in the case of a Nonqualified Stock Option or Free-Standing SAR, as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to such Participant’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise (for purposes of this Plan, unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto). A Tandem SAR shall be transferable only with the related Stock Option as permitted by the preceding sentence. Any Stock Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the Participant, the guardian or legal representative of the Participant, or any person to whom such Stock Option is transferred pursuant to this Section 5(j), it being understood that the term “holder” and “Participant” include such guardian, legal representative and other transferee; provided, however, that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Participant.

(k)Additional Rules for Incentive Stock Options.  Notwithstanding any other provision of this Plan to the contrary, no Stock Option which is intended to qualify as an Incentive Stock Option may be granted to any Eligible Employee who at the time of such grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless at the time such Stock Option is granted the exercise price is at least 110% of the Fair Market Value of a Share and such Stock Option by its terms is not exercisable after the expiration of five years from the date such Stock Option is granted. In addition, the aggregate Fair Market Value of the Common Stock (determined at the time a Stock Option for the Common Stock is granted) for which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under all of the incentive stock option plans of the Company and of any Subsidiary, may not exceed $100,000. To the extent a Stock Option that by its terms was intended to be an Incentive Stock Option exceeds this $100,000 limit, the portion of the Stock Option in excess of such limit shall be treated as a Nonqualified Stock Option.

(l)Dividends and Dividend Equivalents.  Dividends (whether paid in cash or Shares) and dividend equivalents may not be paid or accrued on Stock Options or Stock Appreciation Rights, provided that Stock Options and Stock Appreciation Rights may be adjusted under certain circumstances in accordance with the terms of Section 3(d).

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SECTION 6.  Restricted Stock

(a)Administration.  Shares of Restricted Stock are actual Shares issued to a Participant and may be awarded either alone or in addition to other Awards granted under this Plan. The Committee shall determine the Eligible Individuals to whom and the time or times at which grants of Restricted Stock will be awarded, the number of Shares to be awarded to any Eligible Individual, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the Awards, including those contained in Section 6(c).

(b)Book-Entry Registration.  Shares of Restricted Stock shall be evidenced through book-entry registration. If any certificate is issued in respect of Shares of Restricted Stock, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Hilltop Holdings Inc. 2012 Equity Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of Hilltop Holdings Inc., 200 Crescent Court, Suite 1330, Dallas, Texas 75201.”

(c)Terms and Conditions.  An Award of Restricted Stock shall be subject to such terms and conditions, and to such restrictions against sale, transfer or other disposition, as may be set forth in the applicable Award Agreement. The Committee may remove, modify or accelerate the removal of forfeiture conditions and other restrictions on any Restricted Stock for such reasons as the Committee may deem appropriate, except to the extent that such action would cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption. In the event of the death of a Participant following the transfer of Shares of Restricted Stock to him or her, the legal representative of the Participant, the beneficiary designated in writing by the Participant during his or her lifetime, or the person receiving such Shares under the Participant’s will or under the laws of descent and distribution shall take such Shares, subject to the same restrictions, conditions and provisions in effect at the time of the Participant’s death, to the extent applicable, unless otherwise set forth in the applicable Award Agreement.

(d)Non-Transferability of Restricted Stock.  Subject to the provisions of this Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of such award of Restricted Stock for which such vesting restrictions apply (the “Restriction Period”), and until the expiration of the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock.

(e)Stockholder Rights.  Except as provided in this Section 6 or the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any dividends (subject to Section 14(d)); provided that, the Award Agreement shall specify on what terms and conditions the applicable Participant shall be entitled to dividends payable on the Common Stock.

SECTION 7.  Restricted Stock Units

(a)Nature of Awards.  Restricted stock units are Awards denominated in Shares that shall be settled, subject to the terms and conditions of the Award Agreement evidencing the Restricted Stock Units, in an amount in cash, Shares, or a combination thereof, based upon the Fair Market Value of a specified number of Shares (“Restricted Stock Units”).

(b)Terms and Conditions.  An Award of Restricted Stock Units shall be subject to such terms and conditions, including vesting and forfeiture, as may be set forth in the applicable Award Agreement. The Committee may accelerate the vesting of any Restricted Stock Units for such reasons

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as the Committee may deem appropriate, except to the extent that such action would cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest, at a later time specified by the Committee in the applicable Award Agreement, or, if the Committee so permits, in accordance with an election of the Participant.

(c)Non-Transferability of Restricted Stock Units.  Subject to the provisions of this Plan and the applicable Award Agreement, during the Restricted Period, if any, set by the Committee, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units.

(d)Dividend Equivalents.  The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive payments of cash, Common Stock or other property corresponding to the dividends payable on the Common Stock (subject to Section 14(d)).

SECTION 8.  Performance Units.

Performance Units may be issued hereunder to Eligible Individuals, for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under this Plan. The Performance Goals to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Unit. The Committee may, in connection with the grant of Performance Units, designate them as Qualified Performance-Based Awards. The conditions for grant or vesting and the other provisions of Performance Units (including, without limitation, any applicable Performance Goals) need not be the same with respect to each recipient. Performance Units may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Committee as set forth in the applicable Award Agreement. The maximum value of the property, including cash, that may be paid or distributed to any Participant pursuant to a grant of Performance Units intended to be a Qualified Performance- Based Award granted in any one calendar year shall be ten million dollars ($10,000,000).

SECTION 9.  Other Stock-Based Awards

Other Stock-Based Awards may be granted either alone or in conjunction with other Awards granted under this Plan.

SECTION 10.  Change in Control Provisions

(a)Change in Control.  Unless otherwise determined by the Committee, (i) all outstanding Stock Options and Stock Appreciation Rights shall become fully vested and exercisable, (ii) all restrictions on any Restricted Stock, Restricted Stock Units or Other Stock-Based Awards that are not subject to Performance Goals shall lapse, and such Awards shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant, and (iii) restrictions on any Restricted Stock, Restricted Stock Units, Performance Units or Other Stock-Based Awards that are subject to Performance Goals shall lapse and be deemed to be achieved at the level set forth in the applicable Award Agreement, and such Awards shall become free of restrictions and become fully vested and transferable, in each case, to the extent set forth in the applicable Award Agreement. The Committee shall, in its sole and absolute discretion, establish such terms and conditions as may be required to permit a Participant to exercise a Stock Option or Stock Appreciation Right that shall terminate in connection with a Change in Control or certain terminations of employment following Change in Control.

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(b)Definition of Change in Control.  For purposes of this Plan, a “Change in Control” shall mean the happening of any of the following events:

(i)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 33% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition by a Person who holds or controls entities that, in the aggregate (including the holdings of such Person), hold or control 10% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities on the Effective Date or (5) any acquisition by any entity pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section 10(b); or

(ii)Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date of this Plan whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii)Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries with a third party or sale or other disposition of all or substantially all of the assets of the Company to a third party, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries to a third party (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination, or any Person who holds or controls entities that, in the aggregate (including the holdings of such Person), hold or control 10% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities on the Effective Date) beneficially owns, directly or indirectly, 33% or more of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the

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entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv)The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

SECTION 11.  Qualified Performance-Based Awards; Section 16(b); Section 409A

(a)The provisions of this Plan are intended to ensure that all Stock Options and Stock Appreciation Rights granted hereunder to any Participant who is or is reasonably expected to be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) in the tax year in which such Stock Option or Stock Appreciation Right is expected to be deductible to the Company qualify for the Section 162(m) Exemption, and, unless otherwise determined by the Committee, all such Awards shall therefore be considered Qualified Performance-Based Awards and this Plan shall be interpreted and operated consistent with that intention (including, without limitation, to require that all such Awards be granted by a committee composed solely of members who satisfy the requirements for being “outside directors” for purposes of the Section 162(m) Exemption (“Outside Directors”)). When granting any Award other than a Stock Option or Stock Appreciation Right, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that (i) the recipient is or is reasonably expected to be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) with respect to such Award and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption, and the terms of any such Award (and of the grant thereof) shall be consistent with such designation (including, without limitation, that all such Awards be granted by a committee composed solely of Outside Directors). To the extent required to comply with the Section 162(m) Exemption, no later than 90 days following the commencement of a Performance Period or, if earlier, by the expiration of 25% of a Performance Period, the Committee will designate one or more Performance Periods, determine the Participants for the Performance Periods and establish the Performance Goals for the Performance Periods.

(b)Each Qualified Performance-Based Award (other than a Stock Option or Stock Appreciation Right) shall be earned, vested and/or payable (as applicable) upon the achievement of one or more Performance Goals, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate and shall be set forth in the applicable Award Agreement.

(c)The full Board shall not be permitted to exercise authority granted to the Committee to the extent that the grant or exercise of such authority would cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption.

(d)The provisions of this Plan are intended to ensure that no transaction under this Plan is subject to (and not exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act (“Section 16(b)”). Accordingly, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).

(e)This Plan is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that this Plan be administered in all respects in accordance with Section 409A of

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the Code. Each payment under any Award that constitutes non-qualified deferred compensation subject to Section 409A of the Code shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, in the event that a Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), amounts in respect of Awards that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following a Participant’s Separation from Service by reason of such Separation from Service shall instead be paid or provided on the first business day following the date that is six months following the Participant’s Separation from Service. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Participant’s estate within 30 days following the date of the Participant’s death.

SECTION 12.  Term, Amendment and Termination

(a)Effectiveness.  This Plan was approved by the Board on August 2, 2012, subject to and contingent upon approval by the Company’s stockholders. This Plan will be effective as of the date of such approval by the Company’s stockholders (the “Effective Date”).

(b)Termination.  This Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan.

(c)Amendment of the Plan.  The Board or the Committee may amend, alter or discontinue this Plan, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law, including without limitation, Section 409A of the Code, Applicable Exchange listing standards or accounting rules. In addition, no amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange.

(d)Amendment of Awards.  Subject to Section 5(e), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption or without the Participant’s consent materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause this Plan or Award to comply with applicable law (including tax law), Applicable Exchange listing standards or accounting rules.

SECTION 13.  Unfunded Status of Plan

It is presently intended that this Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under this Plan to deliver Common Stock or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of this Plan.

SECTION 14.  General Provisions

(a)Conditions for Issuance.  The Committee may, in its discretion, require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect

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any restrictions on transfer. Notwithstanding any other provision of this Plan or Award Agreements hereunder, the Company shall not be required to issue or deliver any certificate or certificates for Shares under this Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

(b)No Contract of Employment.  This Plan and the Award Agreements hereunder shall not constitute a contract of employment, and the adoption of this Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time.

(c)Required Taxes.  No later than the date as of which an amount with respect to any Award under this Plan first becomes includible in the gross income of a Participant or subject to withholding for federal, state, local or foreign income or employment or other tax purposes, such Participant shall pay to the Company or the applicable Affiliate, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise payable to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.

(d)Limitation on Dividend Reinvestment and Dividend Equivalents.  Reinvestment of dividends in additional Shares and the payment of Shares with respect to dividends to Participants holding Awards under this Plan shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then-outstanding Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 14(d).

(e)Designation of Death Beneficiary.  The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such Eligible Individual, after such Participant’s death, may be exercised.

(f)Subsidiary Employees.  In the case of a grant of an Award to any employee of a Subsidiary, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of this Plan. All Shares underlying Awards that are forfeited or canceled shall revert to the Company.

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(g)Governing Law and Interpretation.  This Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect.

(h)Non-Transferability.  Except as otherwise provided in Sections 5(j), 6(d) and 7(c) or as determined by the Committee, Awards under this Plan are not transferable except by will or by laws of descent and distribution.

(i)Clawback.  All Awards under the Plan shall be subject to any clawback, recoupment or forfeiture provisions required by law and applicable to the Company or its Subsidiaries or Affiliates as in effect from time to time.

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EX-10.19

Exhibit 10.19

HILLTOP HOLDINGS INC. ANNUAL INCENTIVE PLAN

(Effective September 20, 2012)

The Hilltop Holdings Inc. Annual Incentive Plan (“Plan”) was adopted by the Board of Directors of Hilltop Holdings Inc. on August 2, 2012. The Plan is an annual incentive program designed to reward Executives whose performance during the fiscal year enabled the Company to achieve favorable business results and to assist the Company in attracting and retaining Executives. The Plan focuses the Executives’ efforts on the achievement of specific goals in support of the Company’s business strategy and provides for an opportunity to receive annual payouts based on individual and corporate performance. The Plan is intended to permit the payment of amounts that constitute “performance-based compensation” within the meaning of Section 162(m) of the Code.

Section 1:  DEFINITIONS

1.1Award:  means an award of incentive compensation pursuant to the Plan.

1.2Code:  means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.

1.3Committee:  means the Compensation Committee of the Company’s Board of Directors, which shall, with respect to payments hereunder intended to qualify as Performance-Based Compensation, consist solely of two or more members of the Company’s Board of Directors who are not Executives of the Company and who otherwise qualify as “outside directors” within the meaning of Section 162(m) of the Code.

1.4Company:  means Hilltop Holdings Inc.

1.5Executive:  means any officer of the Company (as such term is used in Section 16 of the Securities Exchange Act of 1934, as amended) and any other executive of the Company or any of its subsidiaries as determined by the Committee.

1.6Maximum Award:  means ten million dollars ($10,000,000) per Plan Year.

1.7Participant:  means an Executive who is selected by the Committee to participate in the Plan.

1.8Performance-Based Compensation:  means “performance-based compensation” within the meaning of Section 162(m) of the Code.

1.9Performance Goals:  means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion) to be applicable to a Participant with respect to Awards hereunder. As determined by the Committee, the Performance Goals applicable to Awards hereunder may provide for a targeted level or levels of achievement using one or more of the following measures: stock price, earnings (including earnings before interest, taxes, depreciation and amortization), earnings per share (whether on pre-tax, after-tax, operations or other basis), operating earnings, total return to shareholders, ratio of debt to debt plus equity, net borrowing, credit quality or debt ratings, return on assets or operating assets, asset quality, net interest margin, loan portfolio growth, efficiency ratio, deposit portfolio growth, liquidity, market share, objective customer service measures or indices, shareholder value added, embedded value added, loss ratio, expense ratio, combined ratio, premiums, premium growth, investment income, pre- or after-tax income, net income, cash flow (before or after dividends), expense or expense levels, economic value added, cash flow per share (before or after dividends), free cash flow, gross margin, risk-based capital, revenues, revenue

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growth, sales growth, return on capital (including return on total capital or return on invested capital), capital expenditures, cash flow return on investment, cost, cost control, gross profit, operating profit, economic profit, profit before tax, net profit, cash generation, unit volume, sales, net asset value per share, asset quality, cost saving levels, market-spending efficiency, core non-interest income or change in working capital, in each case, with respect to the Company or any one or more of its subsidiaries, divisions, business units or business segments. The Performance Goals may be based on (i) absolute target numbers or (ii) relative results in one or more such categories compared to a prior period or to the performance of one or more other companies (including an index covering multiple companies). The Committee may adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or the Company’s other filings with the Securities and Exchange Commission; provided that such adjustment does not violate Section 162(m) of the Code.

1.10Performance Period:  means the fiscal year beginning January 1 and ending December 31, which shall also be the Plan Year.

1.11Plan:  means the Hilltop Holdings Inc. Annual Incentive Plan.

1.12Plan Year:  means the fiscal year beginning January 1 and ending December 31.

Section 2:  ELIGIBILITY AND PARTICIPATION

The Committee shall select the Executives who are eligible to receive Awards under the Plan and who shall be Participants in the Plan during any Performance Period in which they may earn an Award.

Section 3:  TERMS OF AWARDS

3.1The Committee may establish with respect to each Performance Period, an annual maximum opportunity for each Participant, subject to the achievement of one or more Performance Goal(s), as applicable; provided, that notwithstanding any other provision in the Plan, the incentive award amount to be paid out to any Participant with respect to any Performance Period shall not exceed the Maximum Award. The Performance Goal(s), as applicable, shall be established by the Committee within 90 days of the commencement of the Performance Period or, if earlier, by the expiration of 25% of the applicable Performance Period.

3.2The Committee may not increase the amount payable under the Plan or with respect to an Award granted pursuant to the Plan and determined based on the attainment of the Performance Goal(s), as applicable, but retains the discretionary authority to reduce such amount. The Committee may establish factors to take into consideration in implementing its discretion, including, but not limited to, corporate or business unit performance against budgeted goals, objective business goals, achievement of non-financial goals, economic and relative performance considerations and assessments of individual performance.

3.3Any Awards for Participants who begin participating in the Plan after the commencement of the Plan Year and who meet the eligibility requirements above will be prorated to reflect the portion of the Plan Year during which the Participant was eligible to participate in the Plan, subject to compliance with Section 162(m) to the extent an Awards is intended to qualify as Performance-Based Compensation.

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Section 4:  PAYOUT DETERMINATION

Following the Performance Period, the Committee will determine the amount of individual Awards based on the achievement of the applicable previously designated Performance Goal(s), as applicable; provided that the Award amount to be paid out to any Participant with respect to any Performance Period shall not exceed the Maximum Award. Awards intended to constitute Performance- Based Compensation shall be based on the extent to which the Performance Goal(s), as applicable, have been attained (subject to Section 3.2) and shall be paid only upon certification by the Committee of the extent to which the Performance Goal(s), as applicable, and any other material terms for the applicable Plan Year have been satisfied, in accordance with Treasury Regulations Section 1.162-27(e)(5).

Section 5:  AWARD ADMINISTRATION

5.1Awards are paid as soon as practical after the end of the Plan Year, but in no event more than two and a half months after the end of the calendar year with respect to which an Award was earned, unless the Participant has timely submitted an election to defer receipt of the Award in accordance with a deferred compensation plan approved by the Committee or the Committee has determined to defer payment of the Award, in either case, consistent with Section 409A of the Code.

5.2Award payments shall be made to Participants in cash; provided that the Committee may, in its discretion, with respect to any Performance Period and with respect to one or more Participants, provide that all or any portion of Awards to such Participants shall be paid in Company common stock or awards in respect of Company common stock pursuant to an equity plan maintained by the Company to the extent permitted by the terms of such plan.

5.3Participation in the Plan does not guarantee the Participant the payment of an Award. All Awards under the Plan are discretionary and subject to approval by the Committee; provided that, as set forth in Section 3.2, any discretion with respect to amounts intended to constitute Performance-Based Compensation shall be exercised only in a manner which reduces the amount otherwise payable as a result of the attainment of the Performance Goal(s), as applicable.

5.4Except as would result in amounts intended to constitute Performance- Based Compensation ceasing to be Performance-Based Compensation and subject to the limitation on discretion set forth in Section 5.4, extraordinary occurrences may be considered by the Committee when assessing performance results, and adjustments may be made to the performance measures at the discretion of the Committee to ensure that the objectives of the Plan are served.

5.5Awards payable under the Plan may not be assigned, transferred or subjected to liens except as otherwise provided by law.

5.6Except as otherwise provided by the Committee, if a Participant’s employment terminates prior to the date of Committee approval as required in Section 4, the Participant shall not be paid any Award for the Plan Year in which employment terminates.

5.7Neither the adoption of the Plan, eligibility of any person to participate, nor payment of an Award to a Participant shall be construed to confer upon any person a right to be continued in the employ of the Company or any of its subsidiaries. The Company expressly reserves the right to discharge any Participant whenever in the sole discretion of the Company its interest may so require.

Section 6:  FUNDING; NO CREATION OF TRUST

Amounts paid under the Plan shall be paid from the general funds of the Company, and each Participant shall be no more than an unsecured general creditor of the Company and its subsidiaries

3

with no special or prior right to any assets of the Company or its subsidiaries for payment of any obligations hereunder. Nothing contained in the Plan shall be deemed to create a trust of any kind for the benefit of any Participant, or create any fiduciary relationship between the Company or its subsidiaries and any Participant with respect to any assets of the Company or its subsidiaries.

Section 7:  GENERAL

7.1The Committee has the sole responsibility for interpreting and administering the Plan as necessary. The decisions of the Committee regarding the interpretation and administration of the Plan are final and binding on all parties.

7.2All Awards under the Plan will be subject to any clawback, recoupment or forfeiture provisions required by law and applicable to the Company or its subsidiaries as in effect from time to time.

7.3All Awards to be paid under the Plan shall be subject to all applicable withholding taxes, including federal and state income and employment taxes. The Participant’s employer shall withhold such taxes in accordance with applicable tax law.

7.4The Plan shall be interpreted and construed in a manner as to cause payments intended to constitute Performance-Based Compensation to qualify as Performance-Based Compensation. The Plan may be amended or terminated at any time for any reason by the Committee. In particular and without limitation, the Committee may at any time amend or add to the provisions of the Plan and the terms of participation in the Plan as it considers necessary or desirable to take account of or to comply with relevant law or regulation or for any other reason. Notwithstanding the foregoing, stockholder approval shall be obtained in connection with an amendment for which stockholder approval is necessary to ensure that payments hereunder may constitute Performance-Based Compensation.

7.5Neither the adoption of the Plan by the Company’s Board of Directors nor the submission of the Plan to stockholders of the Company for approval shall be construed as creating any limitations on the power of the Company’s Board of Directors or the Committee to adopt such other incentive arrangements as either may deem desirable, including, without limitation, cash or equity-based compensation arrangements, either tied to performance or otherwise.

7.6If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision will be stricken as to such jurisdiction, and the remainder of the Plan or Award shall remain in full force and effect.

7.7The effective date of the Plan is August 2, 2012, subject to approval by the Company’s stockholders, in accordance with Section 162(m) of the Code. No amount shall be paid to any Participant under this Plan unless such stockholder approval has been obtained.

7.8The laws of the State of Maryland shall control all matters relating to the Plan.

4

EX-21.1

EXHIBIT 21.1

List of Subsidiaries of Hilltop Holdings Inc.

	State or Other Jurisdiction
Name	of Incorporation or Formation
HTH Operating Partnership LP		Delaware
American Summit Insurance Company		Texas
ARC Insurance Holdings, Inc.		Delaware
Enspire Insurance Services, Inc.		Delaware
Enspire Premium Finance, Inc.		Texas
Excalibur Financial Corporation		Delaware
First Southwest Holdings, LLC		Delaware
First Southwest Company		Delaware
First Southwest Capital Investments, Inc.		Delaware
First Southwest Leasing Company		Delaware
First Southwest Asset Management, Inc.		Delaware
FSC Asset Administrator, LLC		Delaware
FSC 2005 — A, LLC		Delaware
FSW Advisory Services, Inc.		Delaware
Hilltop Investments I LLC		Delaware
JE Murphy Company, Inc.		Arizona
JE Murhpy Company of Florida, Inc.		Florida
Legal Fee Note Issuer 2005-A, LLC		Delaware
NALICO General Agency, Inc.		Texas
NAGRUPCO, Ltd.		Texas
National Group Corporation		Delaware
National Lloyds Insurance Corporation		Texas
NLASCO National Lloyds, Inc.		Texas
NLASCO Underwriter Partner 1 LLC		Delaware
NLASCO Underwriter Partner 2 LLC		Delaware
NLASCO Underwriter Partnership		Delaware
NLASCO, Inc.		Delaware
NLASCO Services, Inc.		Texas
PlainsCapital Corporation		Maryland
PlainsCapital Bank		Texas
PlainsCapital Securities, LLC		Texas
PlainsCapital Insurance Services, LLC		Texas
PlainsCapital Equity, LLC		Texas
PCB-ARC, Inc.		Texas
PNB Aero Services, Inc.		Texas
PCC Statutory Trust I		Connecticut
PCC Statutory Trust II		Connecticut
PCC Statutory Trust III		Connecticut
PCC Statutory Trust IV		Delaware
PrimeLending, a PlainsCapital Company		Texas
PrimeLending Ventures Management, LLC		Texas
PrimeLending Ventures, LLC		Delaware
Put 2005-A GP, LLC		Delaware
Put 2005-A, LP		Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-129254 and 333-160047) and Form S-8 (333-112874) of Hilltop Holdings Inc. of our report dated March 15, 2013 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP
Dallas, TX

March 15, 2013

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-8 No. 333-112874) of Hilltop Holdings Inc.,

(2) Registration Statement (Form S-3 No. 333-160047) of Hilltop Holdings Inc., and

(3) Registration Statement (Form S-3 No. 333-129254) of Hilltop Holdings Inc.;

of our report dated March 15, 2013, with respect to the consolidated financial statements of PrimeLending, a PlainsCapital Company and our report dated February 28, 2013, with respect to the financial statements of First Southwest Company, included in this Annual Report (Form 10-K) of Hilltop Holdings Inc. for the year ended December 31, 2012. The PrimeLending, a PlainsCapital Company and First Southwest Company financial statements, to which our reports relate, are not presented separately herein.

/s/ Ernst & Young LLP

March 15, 2013

Dallas, Texas

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Jeremy B. Ford, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Hilltop Holdings Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2013	By:	/s/ Jeremy B. Ford
		Jeremy B. Ford
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Darren Parmenter, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Hilltop Holdings Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2013	By:	/s/ Darren Parmenter
		Darren Parmenter
		Senior Vice President – Finance

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K for the period ended December 31, 2012 (the “Report”) of Hilltop Holdings Inc. (the “Company”), the undersigned hereby certify in their capacities as President and Chief Executive Officer, and Senior Vice President — Finance, respectively, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.

Date: March 15, 2013	By:	/s/ Jeremy B. Ford
		Jeremy B. Ford
		President and Chief Executive Officer
Date: March 15, 2013	By:	/s/ Darren Parmenter
		Darren Parmenter
		Senior Vice President – Finance

The foregoing certification is furnished as an exhibit to the Report and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Selected Quarterly Financial Information (Unaudited)

12 Months Ended

Dec. 31, 2012

Selected Quarterly Financial Information (Unaudited)

Selected Quarterly Financial Information (Unaudited)

31. Selected Quarterly Financial Information (Unaudited)

Selected quarterly financial information for the years ended December 31, 2012 and 2011 is summarized as follows (in thousands, except per share data).

	Year Ended December 31, 2012
	Fourth		Third			Second			First
	Quarter		Quarter			Quarter			Quarter
Interest income	$	28,954	$	3,379		$	3,349		$	3,356
Interest expense	3,786		2,140			2,131			2,139
Net interest income	25,168		1,239			1,218			1,217
Provision for loan losses	3,800		—			—			—
Noninterest income	109,691		39,591			38,063			36,887
Noninterest expense	115,934		46,792			55,233			37,558
Income (loss) before income taxes	15,125		(5,962		)	(15,952		)	546
Income tax provision (benefit)	5,809		(1,914		)	(5,243		)	203
Net income (loss)	9,316		(4,048		)	(10,709		)	343
Less: Net income attributable to noncontrolling interest	494		—			—			—
Net income (loss) attributable to Hilltop Holdings	$	8,822	$	(4,048	)	$	(10,709	)	$	343
Dividends on preferred stock	259		—			—			—
Income (loss) applicable to Hilltop Holdings common stockholders	$	8,563	$	(4,048	)	$	(10,709	)	$	343
Earnings (loss) per common share:
Basic	$	0.13	$	(0.07	)	$	(0.19	)	$	0.01
Diluted	$	0.13	$	(0.07	)	$	(0.19	)	$	0.01

	Year Ended December 31, 2011
	Fourth		Third			Second			First
	Quarter		Quarter			Quarter			Quarter
Interest income	$	3,243	$	3,233		$	2,357		$	2,216
Interest expense	2,323		2,241			2,245			2,176
Net interest income	920		992			112			40
Noninterest income	37,259		37,512			34,303			32,576
Noninterest expense	30,392		39,569			54,864			30,429
Income (loss) before income taxes	7,787		(1,065		)	(20,449		)	2,187
Income tax provision (benefit)	2,743		(1,313		)	(7,216		)	777
Net income (loss)	$	5,044	$	248		$	(13,233	)	$	1,410
Earnings (loss) per common share:
Basic	$	0.09	$	0.00		$	(0.23	)	$	0.02
Diluted	$	0.09	$	0.00		$	(0.23	)	$	0.02

As discussed in Note 2 to the consolidated financial statements, the operating results of Hilltop for the fourth quarter ended December 31, 2012 include the results from the operations acquired in the PlainsCapital transaction for the month ended December 31, 2012. PlainsCapital contributed $8.4 million of net earnings during the fourth quarter of 2012.

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Reinsurance Activity (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Written
Premiums from direct business	$ 163,780	$ 155,054	$ 139,290
Reinsurance assumed	6,422	5,388	5,079
Reinsurance ceded	(19,751)	(18,705)	(22,678)
Net premiums, Written	150,451	141,737	121,691
Earned
Premiums from direct business	162,383	147,419	134,701
Reinsurance assumed	5,882	5,176	4,998
Reinsurance ceded	(21,564)	(18,547)	(22,507)
Net premiums, Earned	146,701	134,048	117,192
Effect of reinsurance on incurred losses
Loss and loss adjustment expense (LAE) incurred	115,347	92,655	109,882
Reinsurance recoverables	(6,188)	4,079	(38,939)
Net loss and LAE incurred	$ 109,159	$ 96,734	$ 70,943

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Regulatory Matters (Tables)

12 Months Ended

Dec. 31, 2012

Regulatory Matters

Schedule of comparison of the Bank's and PlainsCapital's actual capital amounts and ratios to the minimum requirements

A comparison of the Bank’s and Hilltop’s actual capital amounts and ratios to the minimum requirements is as follows (dollars in thousands).

	December 31, 2012
	Required				Actual
	Amount		Ratio		Amount		Ratio
Bank:
Tier 1 capital (to average assets)	$	245,495	4	%	$	542,307	8.84	%
Tier 1 capital (to risk-weighted assets)	183,308		4	%	542,307		11.83	%
Total capital (to risk-weighted assets)	366,615		8	%	546,598		11.93	%
Hilltop:
Tier 1 capital (to average assets)	$	266,514	4	%	$	871,379	13.08	%
Tier 1 capital (to risk-weighted assets)	196,670		4	%	871,379		17.72	%
Total capital (to risk-weighted assets)	393,340		8	%	875,670		17.81	%

Schedule of reconciliation of book capital to Tier 1 and total capital (as defined)

A reconciliation of book capital to Tier 1 and total capital (as defined) is as follows (in thousands).

	December 31, 2012
	Bank			Hilltop
Total capital per books	$	831,677		$	1,144,496
Add:
Minority interests	2,054			2,054
Trust preferred securities	—			65,000
Net unrealized holding losses on securities available for sale and held in trust	1,125			(8,094		)
Deduct:
Goodwill and other disallowed intangible assets	(292,341		)	(331,508		)
Other	(208		)	(569		)
Tier 1 capital (as defined)	542,307			871,379
Add: Allowable Tier 2 capital
Allowance for loan losses	4,291			4,291
Total capital (as defined)	$	546,598		$	875,670

Summary of minimum required capital amounts and ratios for the well capitalized category

The minimum required capital amounts and ratios for the well capitalized category are summarized as follows (dollars in thousands):

	December 31, 2012
	Required				Actual
	Amount		Ratio		Amount		Ratio
Bank:
Tier 1 capital (to average assets)	$	306,869	5	%	$	542,307	8.84	%
Tier 1 capital (to risk-weighted assets)	274,961		6	%	542,307		11.83	%
Total capital (to risk-weighted assets)	458,269		10	%	546,598		11.93	%

Summary of statutory capital and surplus and statutory net income (loss) of each insurance subsidiary

Following is a summary of statutory capital and surplus and statutory net income (loss) of each insurance subsidiary (in thousands).

	Year Ended December 31,
	2012			2011			2010
National Lloyds Insurance Company:
Capital and surplus	$	94,558		$	94,154		$	94,081
Statutory net income (loss)	$	(3,858	)	$	(133	)	$	7,010
American Summit Insurance Company:
Capital and surplus	$	25,761		$	24,554		$	25,216
Statutory net income (loss)	$	972		$	(541	)	$	642

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Deposits (Tables)

12 Months Ended

Dec. 31, 2012

Deposits

Summary of deposits

Deposits at December 31, 2012 are summarized as follows (in thousands).

Noninterest-bearing demand	$	323,367
Interest-bearing:
NOW accounts	106,562
Money market	2,357,109
Brokered - money market	263,193
Demand	75,308
Savings	180,367
Time	1,175,432
Brokered - time	219,123
	$	4,700,461

Summary of scheduled maturities of interest-bearing time deposits

At December 31, 2012, the scheduled maturities of interest-bearing time deposits are as follows (in thousands).

2013	$	1,029,678
2014	225,452
2015	60,977
2016	35,523
2017	42,925
	$	1,394,555

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Acquisition (Details) (USD $)	12 Months Ended			0 Months Ended	1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 01, 2012 Plains Capital	Dec. 31, 2012 Plains Capital	Dec. 31, 2012 Plains Capital	Dec. 31, 2011 Plains Capital	Nov. 30, 2012 Plains Capital	Nov. 30, 2012 Plains Capital Common Stock	Nov. 30, 2012 Plains Capital Preferred Stock
Acquisition
Number of shares of acquiree that stockholders received for each share of common stock owned								0.776
Cash consideration per outstanding share of the merged entity (in dollars per share)								$ 9.00
Number of Non-Cumulative Perpetual Preferred Stock, Series B consideration converted into Non-Cumulative Perpetual Preferred Stock, Series C of the merged entity								1
Components of the consideration paid
Stock issued									$ 387,584,000	$ 114,068,000
Cash								311,805,000
Total consideration paid								813,457,000
Fair values of the identifiable assets acquired, and liabilities assumed
Cash and due from banks				393,132,000
Federal funds sold and securities purchased agreements to resell				84,352,000
Securities				730,779,000
Loans held for sale				1,520,833,000
Loans, net				3,195,309,000
Broker/dealer and clearing organization receivables				149,457,000
Premises and equipment				96,886,000
Other intangible assets				70,650,000
Other assets				241,876,000
Total identifiable assets acquired				6,483,274,000
Deposits				4,463,069,000
Broker-dealer and clearing organization payables				263,894,000
Short-term borrowings				914,062,000
Notes payable				10,855,000
Junior subordinated debentures				67,012,000
Other liabilities				180,998,000
Total liabilities assumed				5,899,890,000
Net identifiable assets acquired				583,384,000
Goodwill resulting from the acquisition				230,073,000
Total consideration paid				813,457,000
Period for which purchase date valuations are subject to change				1 year
Financial information
Net interest income					24,029,000
Other revenues					70,085,000
Net income					8,361,000
Pro forma financial information
Net interest income						221,635	225,436
Other revenues						901,347	616,582
Net income						75,138	63,067
Total merger- related expenses	$ 6,570,000	$ 2,603,000	$ 1,271,000			$ 6,600,000

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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2012

Stockholders' Equity

Schedule of dividend rate, as a percentage of the liquidation amount

Dividend Period		Annualized
Beginning	Ending	Dividend Rate
December 1, 2012	December 31, 2012	2.730%
January 1, 2013	March 31, 2013	2.468%
April 1, 2013	December 31, 2013	1.000% to 5.000% (1)
January 1, 2014	March 26, 2016	1.000% to 5.000% (2)
March 27, 2016	Redemption	9.000% (3)

(1) Between April 1, 2013 and December 31, 2013, the dividend rate will adjust quarterly in such range based upon the level of percentage change in QSBL between the end of the quarter ending before the most recently completed quarter and the Baseline.

(2) Between January 1, 2014 and March 26, 2016, the dividend rate will be fixed at a rate in such range based upon the level of percentage change in QSBL between September 30, 2013 and the Baseline.

(3) Beginning on March 27, 2016, the dividend rate will be fixed at nine percent (9%) per annum.

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Securities (Details) (USD $) In Thousands, except Share data, unless otherwise specified																12 Months Ended			12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Bonds	Dec. 31, 2011 Bonds	Dec. 31, 2012 Residential mortgage-backed securities	Dec. 31, 2012 Collateralized mortgage obligations	Dec. 31, 2012 Corporate debt securities	Dec. 31, 2011 Corporate debt securities	Dec. 31, 2012 States and political subdivisions	Dec. 31, 2012 Commercial mortgage-backed securities	Dec. 31, 2011 Commercial mortgage-backed securities	Dec. 31, 2012 Equity securities	Dec. 31, 2011 Equity securities	Dec. 31, 2012 Note receivable	Dec. 31, 2011 Note receivable	Dec. 31, 2012 Note receivable SWS	Dec. 31, 2012 Warrants	Dec. 31, 2011 Warrants	Dec. 31, 2012 Warrants SWS	Dec. 31, 2012 Common Stock SWS	Dec. 31, 2011 Residential mortgage-backed securities
Available for sale
Amortized Cost	$ 978,502	$ 202,688	$ 531,934	$ 27,729	$ 23,024	$ 96,074	$ 79,600	$ 93,452	$ 175,004	$ 1,001	$ 2,277	$ 19,289	$ 16,813	$ 40,508	$ 38,641		$ 12,068	$ 12,068			$ 11,708
Gross Unrealized Holding Gains	15,054	22,008	1,804	1,439	627	54	7,589	7,406	68	72	36	1,139	2,462	3,652			49	9,721			944
Gross Unrealized Holding Losses	(2,603)	(496)	(316)	(3)	(70)	(79)		(177)	(2,138)		(10)		(253)		(53)
Fair Value	990,953	224,200	533,422	29,165	23,581	96,049	87,189	100,681	172,934	1,073		20,428	19,022	44,160	38,588		12,117	21,789			12,652
Number of shares included within the available for sale equity securities																				1,475,387
Principal amount of senior unsecured loan																$ 50,000
Interest rate on senior unsecured loan (as a percent)																8.00%
Period after issuance in which senior unsecured loan may be prepaid																3 years
Maturity term of senior unsecured loan																5 years
Number of warrants received to purchase shares of common stock																			8,695,652
Par value of SWS common stock (in dollars per share)																			$ 0.10
Warrants exercise price (in dollars per share)																			$ 5.75
Ownership interest percentage the entity would own if warrants were fully exercised																			24.60%

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Regulatory Matters (Details 3) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2010
Insurance
Maximum dividends that may be paid to NLASCO in 2012 without regulatory approval	$ 13.9
Texas Department of Insurance | NLASCO
Insurance
Dividend restrictions on NLASCO's surplus (as a percent)	10.00%
Dividend restrictions on net income (as a percent)	100.00%
Dividends paid by the subsidiaries		6.0
Maximum dividends that may be paid to NLASCO in 2012 without regulatory approval	$ 12.0

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Premises and Equipment (Tables)

12 Months Ended

Dec. 31, 2012

Premises and Equipment

Summary of the components of premises and equipment

The components of premises and equipment are summarized as follows (in thousands).

	December 31,
	2012			2011
Land and premises	$	48,902		$	—
Furniture and equipment	66,182			3,213
	115,084			3,213
Less accumulated depreciation and amortization	(3,703		)	(1,085		)
	$	111,381		$	2,128

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Reserves for Unpaid Losses and Loss Adjustment Expenses

12 Months Ended

Dec. 31, 2012

Reserves for Unpaid Losses and Loss Adjustment Expenses

Reserves for Unpaid Losses and Loss Adjustment Expenses

25. Reserves for Unpaid Losses and Loss Adjustment Expenses

Information regarding the reserve for unpaid losses and LAE are as follows (in thousands).

	Year Ended December 31,
	2012			2011			2010
Balance, beginning of year	$	44,835		$	58,882		$	33,780
Less reinsurance recoverables	(25,083		)	(43,773		)	(21,102		)
Net balance, beginning of year	19,752			15,109			12,678
Incurred related to:
Current year	109,328			97,742			69,044
Prior years	(169		)	(1,008		)	1,899
Total incurred	109,159			96,734			70,943
Payments related to:
Current year	(90,743		)	(83,266		)	(59,560		)
Prior years	(14,541		)	(8,825		)	(8,952		)
Total payments	(105,284		)	(92,091		)	(68,512		)
Net balance, end of year	23,627			19,752			15,109
Plus reinsurance recoverables	10,385			25,083			43,773
Balance, end of year	$	34,012		$	44,835		$	58,882

The decrease in reserves for the year ended December 31, 2012, as compared to the same period in 2011, of $10.8 million is due primarily to settling reserves and paying claims related to Hurricane Ike, Hurricane Dolly and the 2010 Arizona Storm. Incurred amounts related to current year increased $11.6 million for the year ended December 31, 2012, as compared to the same period in 2011, is due to an increase in frequency and severity of wind and hail losses. Incurred amounts related to prior years indicates favorable development in incurred but not reported at December 31, 2011, resulting in a benefit in the year ended December 31, 2012. This redundancy is due to favorable development on our homeowners and fire products for the 2008 and 2009 accident years, offset by unfavorable development for the 2011 accident year.

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Securities (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2012 item	Dec. 31, 2011 item
Number of Securities
Unrealized loss for less than twelve months		255	47
Unrealized loss for twelve months or longer		1
Total		256	47
Fair Value
Unrealized loss for less than twelve months		$ 446,356,000	$ 54,500,000
Unrealized loss for twelve months or longer		206,000
Estimated Fair Value, Total		446,562,000	54,500,000
Unrealized Loss
Unrealized loss for less than twelve months		2,601,000	496,000
Unrealized loss for twelve months or longer		2,000
Total		2,603,000	496,000
Other-than-temporary impairments, recognized a loss in earnings	100,000
Bonds
Number of Securities
Unrealized loss for less than twelve months		16	2
Total		16	2
Fair Value
Unrealized loss for less than twelve months		238,732,000	1,695,000
Estimated Fair Value, Total		238,732,000	1,695,000
Unrealized Loss
Unrealized loss for less than twelve months		316,000	3,000
Total		316,000	3,000
Mortgage-backed
Number of Securities
Unrealized loss for less than twelve months		7
Total		7
Fair Value
Unrealized loss for less than twelve months		12,279,000
Estimated Fair Value, Total		12,279,000
Unrealized Loss
Unrealized loss for less than twelve months		70,000
Total		70,000
Collateralized mortgage obligations
Number of Securities
Unrealized loss for less than twelve months		8
Total		8
Fair Value
Unrealized loss for less than twelve months		38,887,000
Estimated Fair Value, Total		38,887,000
Unrealized Loss
Unrealized loss for less than twelve months		79,000
Total		79,000
Corporate debt securities
Number of Securities
Unrealized loss for less than twelve months			5
Total			5
Fair Value
Unrealized loss for less than twelve months			5,254,000
Estimated Fair Value, Total			5,254,000
Unrealized Loss
Unrealized loss for less than twelve months			177,000
Total			177,000
States and political subdivisions
Number of Securities
Unrealized loss for less than twelve months		224
Unrealized loss for twelve months or longer		1
Total		225
Fair Value
Unrealized loss for less than twelve months		156,458,000
Unrealized loss for twelve months or longer		206,000
Estimated Fair Value, Total		156,664,000
Unrealized Loss
Unrealized loss for less than twelve months		2,136,000
Unrealized loss for twelve months or longer		2,000
Total		2,138,000
Commercial mortgage-backed securities
Number of Securities
Unrealized loss for less than twelve months			1
Total			1
Fair Value
Unrealized loss for less than twelve months			487,000
Estimated Fair Value, Total			487,000
Unrealized Loss
Unrealized loss for less than twelve months			10,000
Total			10,000
Equity securities
Number of Securities
Unrealized loss for less than twelve months			38
Total			38
Fair Value
Unrealized loss for less than twelve months			8,476,000
Estimated Fair Value, Total			8,476,000
Unrealized Loss
Unrealized loss for less than twelve months			253,000
Total			253,000
Note receivable
Number of Securities
Unrealized loss for less than twelve months			1
Total			1
Fair Value
Unrealized loss for less than twelve months			38,588,000
Estimated Fair Value, Total			38,588,000
Unrealized Loss
Unrealized loss for less than twelve months			53,000
Total			$ 53,000

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Condensed Financial Statements of Parent (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Assets
Cash and due from banks	$ 720,741	$ 578,520
Securities, available for sale	990,953	224,200
Other assets	280,259	18,082
Total assets	7,286,865	925,425
Liabilities and Stockholders' Equity
Notes payable	141,539	131,450
Stockholders' equity	1,144,496	655,383
Total liabilities and stockholders' equity	7,286,865	925,425
Hilltop Holdings Inc.
Assets
Cash and due from banks	204,754	533,374
Securities, available for sale	64,082	70,513
Investment in subsidiaries	944,546	126,017
Other assets	27,743	24,884
Total assets	1,241,125	754,788
Liabilities and Stockholders' Equity
Accounts payable and accrued expenses	5,779	8,555
Notes payable	90,850	90,850
Stockholders' equity	1,144,496	655,383
Total liabilities and stockholders' equity	$ 1,241,125	$ 754,788

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Fair Value Measurements (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Fair Value Measurements
Aggregate fair value of PrimeLending loans held for sale accounted for under the Fair Value Option	$ 1,400,000,000
Unpaid principal balance of PrimeLending loans held for sale accounted under the fair value option	1,360,000,000
Fair value measurements
Holding period of mortgage loans held for sale	30 days
Financial assets and liabilities
Available for sale securities	990,953,000	224,200,000
Level 2
Financial assets and liabilities
Loans held for sale	1,081,066,000
Time deposits	4,698,848,000
Total Fair Value
Financial assets and liabilities
Loans held for sale	1,081,066,000
Mortgage servicing asset	2,080,000
Time deposits	4,698,848,000
Recurring | Level 1
Financial assets and liabilities
Cash and cash equivalents	725,162,000	578,520,000
Available for sale securities		19,022,000
Recurring | Level 2
Financial assets and liabilities
Loans held for sale	1,399,174,000
Available for sale securities	934,676,000	144,801,000
Trading securities	90,113,000
Derivative assets	15,697,000
Time deposits	1,073,000
Trading liabilities	3,164,000
Derivative liabilities	1,080,000
Recurring | Level 3
Financial assets and liabilities
Available for sale securities	56,277,000	60,377,000
Mortgage servicing asset	2,080,000
Recurring | Total Fair Value
Financial assets and liabilities
Cash and cash equivalents	725,162,000	578,520,000
Loans held for sale	1,399,174,000
Available for sale securities	990,953,000	224,200,000
Trading securities	90,113,000
Derivative assets	15,697,000
Mortgage servicing asset	2,080,000
Time deposits	1,073,000
Trading liabilities	3,164,000
Derivative liabilities	$ 1,080,000

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Goodwill and Other Intangible Assets (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	$ 85,350	$ 14,700
Accumulated Amortization	(10,612)	(8,626)
Net Intangible Assets	74,738	6,074
Amortization expense related to intangible assets	1,986	1,525	1,643
Estimated aggregate future amortization expense for intangible assets
2013	10,801
2014	10,116
2015	9,430
2016	8,655
2017	6,981
Thereafter	28,755
Net Intangible Assets	74,738	6,074
Minimum
Carrying value of intangible assets subject to amortization
Estimated lives	3 years
Maximum
Carrying value of intangible assets subject to amortization
Estimated lives	15 years
Core deposits
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	34,500
Accumulated Amortization	(452)
Net Intangible Assets	34,048
Estimated aggregate future amortization expense for intangible assets
Net Intangible Assets	34,048
Core deposits | Minimum
Carrying value of intangible assets subject to amortization
Estimated lives	8 years
Core deposits | Maximum
Carrying value of intangible assets subject to amortization
Estimated lives	12 years
Trademarks and trade names
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	20,000
Accumulated Amortization	(1,487)
Net Intangible Assets	18,513
Estimated aggregate future amortization expense for intangible assets
Net Intangible Assets	18,513
Noncompete agreements
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	11,650
Accumulated Amortization	(192)
Net Intangible Assets	11,458
Estimated aggregate future amortization expense for intangible assets
Net Intangible Assets	11,458
Customer contracts and relationships
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	14,100
Accumulated Amortization	(4,515)
Net Intangible Assets	9,585
Estimated aggregate future amortization expense for intangible assets
Net Intangible Assets	9,585
Customer contracts and relationships | Minimum
Carrying value of intangible assets subject to amortization
Estimated lives	8 years
Customer contracts and relationships | Maximum
Carrying value of intangible assets subject to amortization
Estimated lives	12 years
Agent relationships
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	3,600	3,600
Accumulated Amortization	(2,466)	(2,146)
Net Intangible Assets	1,134	1,454
Estimated aggregate future amortization expense for intangible assets
Net Intangible Assets	1,134	1,454
Technology
Carrying value of intangible assets subject to amortization
Gross Intangible Assets	1,500	1,500
Accumulated Amortization	(1,500)	(1,475)
Net Intangible Assets		25
Estimated aggregate future amortization expense for intangible assets
Net Intangible Assets		25
Customer relationships
Carrying value of intangible assets subject to amortization
Gross Intangible Assets		6,100
Accumulated Amortization		(3,858)
Net Intangible Assets		2,242
Estimated aggregate future amortization expense for intangible assets
Net Intangible Assets		2,242
Trade names
Carrying value of intangible assets subject to amortization
Gross Intangible Assets		3,500
Accumulated Amortization		(1,147)
Net Intangible Assets		2,353
Estimated aggregate future amortization expense for intangible assets
Net Intangible Assets		$ 2,353

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Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2012

Derivative Financial Instruments

Schedule of derivative positions

Derivative positions at December 31, 2012 are presented in the following table (in thousands).

	Notional		Estimated
	Amount		Fair Value
Derivative instruments
IRLCs	$	1,133,211	$	15,616
Interest rate swaps	1,969		25
Forward purchase commitments	1,586,930		(1,025		)

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Deferred Policy Acquisition Cost (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Activity in deferred acquisition costs
Balance, beginning of period	$ 19,182	$ 17,237
Acquisition expenses capitalized	39,387	36,700
Amortization charged to income	(38,757)	(34,755)
Balance, end of period	$ 19,812	$ 19,182

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Fair Value Measurements (Details 4) (USD $)	Dec. 31, 2012	Nov. 30, 2012
PlainsCapital
Fair value measurements
Fair value of loans acquired		$ 3,195,309,000
PlainsCapital | PCI loans
Fair value measurements
Fair value of loans acquired		172,864,000
Carrying value of loans acquired	166,780,000	172,864,000
Level 3 | PlainsCapital | PCI loans
Fair value measurements
Carrying value of loans acquired	166,800,000
Non-recurring | Level 2 | Estimated fair value
Fair value measurements
Other real estate owned	11,100,000
Non-recurring | Level 3 | PlainsCapital | PCI loans
Fair value measurements
Fair value of loans acquired		$ 172,900,000

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Cash and Due from Banks (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Cash and Due from Banks
Cash on hand	$ 18,903,000
Clearings and collection items	95,424,000
Deposits at Federal Reserve Bank	312,667,000
Deposits at Federal Home Loan Bank	1,499,000
Deposits in FDIC-insured institutions	292,248,000	578,520,000
Cash and due from banks	720,741,000	578,520,000
Interest-bearing deposits	$ 581,200,000	$ 567,500,000

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Loans and Allowance for Loan Losses (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Loans and Allowance for Loan Losses
Total loans	$ 3,152,396
Allowance for loan losses	(3,409)
Loans, net	3,148,987
Commercial and industrial
Loans and Allowance for Loan Losses
Total loans	1,660,293
Allowance for loan losses	(1,845)
Real Estate
Loans and Allowance for Loan Losses
Total loans	1,184,237
Allowance for loan losses	(977)
Construction and land development
Loans and Allowance for Loan Losses
Total loans	280,474
Allowance for loan losses	(582)
Consumer
Loans and Allowance for Loan Losses
Total loans	27,392
Allowance for loan losses	$ (5)

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Premises and Equipment (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Premises and Equipment
Premises and equipment, gross	$ 115,084,000	$ 3,213,000
Less accumulated depreciation and amortization	(3,703,000)	(1,085,000)
Premises and equipment, net	111,381,000	2,128,000
Assets recorded under capital leases	7,700,000
Accumulated amortization for assets under capital leases	100,000
Rental income	100,000
Depreciation and amortization expense	1,900,000	1,700,000	1,800,000
Land and premises
Premises and Equipment
Premises and equipment, gross	48,902,000
Furniture and equipment
Premises and Equipment
Premises and equipment, gross	$ 66,182,000	$ 3,213,000

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Fair Value Measurements (Details 5) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Financial assets:
Securities	$ 1,081,066	$ 224,200
Broker-dealer and clearing organization receivables	145,564
Financial liabilities:
Broker-dealer and clearing organization payables	187,990
Level 1
Financial assets:
Cash and short-term investments	725,162	578,520
Level 2
Financial assets:
Securities	1,399,944	224,200
Loans held for sale	1,081,066
Broker-dealer and clearing organization receivables	145,564
Fee award receivable	18,467
Cash surrender value of life insurance policies	24,086
Interest rate swaps, interest rate lock commitments (IRLCs) and forward purchase commitments	15,697
Accrued interest receivable	15,185
Financial liabilities:
Deposits	4,698,848
Broker-dealer and clearing organization payables	187,990
Other trading liabilities	3,164
Short-term borrowings	728,250
Debt	217,092	129,989
Forward purchase commitments	1,080
Accrued interest payable	1,911
Level 3
Financial assets:
Loans, net	3,148,987
Total Fair Value
Financial assets:
Cash and short-term investments	725,162	578,520
Securities	1,399,944	224,200
Loans held for sale	1,081,066
Loans, net	3,148,987
Broker-dealer and clearing organization receivables	145,564
Fee award receivable	18,467
Cash surrender value of life insurance policies	24,086
Interest rate swaps, interest rate lock commitments (IRLCs) and forward purchase commitments	15,697
Mortgage servicing asset	2,080
Accrued interest receivable	15,185
Financial liabilities:
Deposits	4,698,848
Broker-dealer and clearing organization payables	187,990
Other trading liabilities	3,164
Short-term borrowings	728,250
Debt	217,092	129,989
Forward purchase commitments	1,080
Accrued interest payable	1,911
Carrying Amount
Financial assets:
Cash and short-term investments	725,162	578,520
Securities	1,399,944	224,220
Loans held for sale	1,081,066
Loans, net	3,148,987
Broker-dealer and clearing organization receivables	145,564
Fee award receivable	18,467
Cash surrender value of life insurance policies	24,436
Interest rate swaps, interest rate lock commitments (IRLCs) and forward purchase commitments	15,697
Mortgage servicing asset	2,080
Accrued interest receivable	15,185
Financial liabilities:
Deposits	4,700,461
Broker-dealer and clearing organization payables	187,990
Other trading liabilities	3,164
Short-term borrowings	728,250
Debt	208,551	131,450
Forward purchase commitments	1,080
Accrued interest payable	$ 1,911

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Acquisition (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Nov. 30, 2012
Information about the acquired loans at acquisition
Nonaccretable difference	$ 61,378
Accretable difference	(17,553)
Plains Capital
Acquired loans
Total acquired loans		3,195,309
Plains Capital | Acquired Impaired
Acquired loans
Total acquired loans		172,864
Information about the acquired loans at acquisition
Contractually required principal and interest payments		252,818
Nonaccretable difference		61,527
Cash flows expected to be collected		191,291
Accretable difference		18,427
Fair value of loans acquired with a deterioration of credit quality		172,864
Outstanding contractual balance and the carrying value of the PCI loans
Carrying amount	166,780	172,864
Outstanding balance	222,674
Plains Capital | Acquired Performing
Acquired loans
Total acquired loans		3,022,445
Information about the acquired loans at acquisition
Contractually required principal and interest payments		3,498,554
Contractual cash flows not expected to be collected		92,526
Fair Value at acquisition		3,022,445
Plains Capital | Commercial and industrial
Acquired loans
Total acquired loans		1,759,617
Plains Capital | Commercial and industrial | Acquired Impaired
Acquired loans
Total acquired loans		74,911
Plains Capital | Commercial and industrial | Acquired Performing
Acquired loans
Total acquired loans		1,684,706
Plains Capital | Real Estate
Acquired loans
Total acquired loans		1,141,161
Plains Capital | Real Estate | Acquired Impaired
Acquired loans
Total acquired loans		63,866
Plains Capital | Real Estate | Acquired Performing
Acquired loans
Total acquired loans		1,077,295
Plains Capital | Construction and land development
Acquired loans
Total acquired loans		266,321
Plains Capital | Construction and land development | Acquired Impaired
Acquired loans
Total acquired loans		34,008
Plains Capital | Construction and land development | Acquired Performing
Acquired loans
Total acquired loans		232,313
Plains Capital | Consumer
Acquired loans
Total acquired loans		28,210
Plains Capital | Consumer | Acquired Impaired
Acquired loans
Total acquired loans		79
Plains Capital | Consumer | Acquired Performing
Acquired loans
Total acquired loans		$ 28,131

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Financial Instruments with Off-Balance Sheet Risk

12 Months Ended

Dec. 31, 2012

Financial Instruments with Off-Balance Sheet Risk

Financial Instruments with Off-Balance Sheet Risk

17. Financial Instruments with Off-Balance Sheet Risk

The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of their customers. These financial instruments include commitments to extend credit and standby letters of credit that involve varying degrees of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Such financial instruments are recorded in the consolidated financial statements when they are funded or related fees are incurred or received. The contract amounts of those instruments reflect the extent of involvement (and therefore the exposure to credit loss) the Bank has in particular classes of financial instruments.

Commitments to extend credit are agreements to lend to a customer provided that the terms established in the contract are met. Commitments generally have fixed expiration dates and may require payment of fees. Because some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.

The Bank had in the aggregate outstanding unused commitments to extend credit of $1.1 billion at December 31, 2012. The Bank had outstanding standby letters of credit of $36.5 million at December 31, 2012.

The Bank uses the same credit policies in making commitments and standby letters of credit as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary, upon extension of credit is based on management’s credit evaluation of the borrower. Collateral held varies but may include real estate, accounts receivable, marketable securities, interest-bearing deposit accounts, inventory, and property, plant and equipment.

In the normal course of business, FSC executes, settles, and finances various securities transactions that may expose FSC to off-balance sheet risk in the event that a customer or counterparty does not fulfill its contractual obligations. Examples of such transactions include the sale of securities not yet purchased by customers or for the account of FSC, clearing agreements between FSC and various clearinghouses and broker-dealers, secured financing arrangements that involve pledged securities, and when-issued underwriting and purchase commitments.

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Notes Payable (Tables)

12 Months Ended

Dec. 31, 2012

Notes Payable

Schedule of notes payable

Notes payable consisted of the following (in thousands).

	December 31,
	2012		2011
Senior exchangeable notes due 2025, 7.50% per annum	$	83,950	$	83,950
NLIC note payable due May 2033, three-month LIBOR plus 4.10% (4.41% at December 31, 2012) with interest payable quarterly	10,000		10,000
NLIC note payable due September 2033, three-month LIBOR plus 4.05% (4.36% at December 31, 2012) with interest payable quarterly	10,000		10,000
ASIC note payable due April 2034, three-month LIBOR plus 4.05% (4.36% at December 31, 2012) with interest payable quarterly	7,500		7,500
First Southwest nonrecourse notes, due January 2035 with interest payable quarterly	10,089		—
Insurance company note payable due March 2035, three-month LIBOR plus 3.40% (3.71% at December 31, 2012) with interest payable quarterly	20,000		20,000
	$	141,539	$	131,450

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value Measurements

Schedule of information regarding financial assets and liabilities measured at fair value on a recurring basis

The following table presents information regarding financial assets and liabilities measured at fair value on a recurring basis (in thousands).

	December 31, 2012
	Level 1		Level 2		Level 3		Total
	Inputs		Inputs		Inputs		Fair Value
Cash and cash equivalents	$	725,162	$	—	$	—	$	725,162
Loans held for sale	—		1,399,174		—		1,399,174
Available for sale securities	—		934,676		56,277		990,953
Trading securities	—		90,113		—		90,113
Derivative assets	—		15,697		—		15,697
Mortgage servicing asset	—		—		2,080		2,080
Time deposits	—		1,073		—		1,073
Trading liabilities	—		3,164		—		3,164
Derivative liabilities	—		1,080		—		1,080

	December 31, 2011
	Level 1		Level 2		Level 3		Total
	Inputs		Inputs		Inputs		Fair Value
Cash and cash equivalents	$	578,520	$	—	$	—	$	578,520
Available for sale securities	19,022		144,801		60,377		224,200

Rollforward for financial instruments measured at fair value using Level 3 inputs

The following table includes a rollforward for those financial instruments measured at fair value using Level 3 inputs (in thousands).

								Total Gains or Losses (Realized or Unrealized)
	Balance at Beginning of Period		Purchases		Sales			Included in Net Income (Loss)			Included in Other Comprehensive Income (Loss)			Balance at End of Period
Year ended December 31, 2012
Note receivable and warrants	$	60,377	$	—	$	—		$	—		$	(4,100	)	$	56,277
Mortgage servicing asset	—		1,890		—			190			—			2,080
Total	$	60,377	$	1,890	$	—		$	190		$	(4,100	)	$	58,357
Year ended December 31, 2011
Note receivable and warrants	$	—	$	50,709	$	—		$	—		$	9,668		$	60,377
Total	$	—	$	50,709	$	—		$	—		$	9,668		$	60,377
Year ended December 31, 2010
Note receivable and warrants	$	115	$	—	$	(17	)	$	(101	)	$	3		$	—
Total	$	115	$	—	$	(17	)	$	(101	)	$	3		$	—

Schedule of changes in fair value for instruments reported at fair value under an election under the Fair Value Option

The following table presents the changes in fair value for instruments that are reported at fair value under an election under the Fair Value Option (in thousands).

	Changes in Fair Value for Assets and Liabilities Reported at Fair Value under Fair Value Option
	Year Ended December 31, 2012								Year Ended December 31, 2011
				Other		Total					Other		Total
	Net Gains from			Noninterest		Changes in			Net Gains from		Noninterest		Changes in
	Sale of Loans			Income		Fair Value			Sale of Loans		Income		Fair Value
Loans held for sale	$	(3,297	)	$	—	$	(3,297	)	$	—	$	—	$	—
Other assets	190			—		190			—		—		—
Time deposits	—			7		7			—		—		—

Schedule of carrying values and estimated fair values of financial instruments

The following table presents the carrying values and estimated fair values of financial instruments are shown below (in thousands).

			Estimated Fair Value
	Carrying		Level 1		Level 2		Level 3
December 31, 2012	Amount		Inputs		Inputs		Inputs		Total
Financial assets
Cash and short-term investments	$	725,162	$	725,162	$	—	$	—	$	725,162
Securities	1,399,944		—		1,399,944		—		1,399,944
Loans held for sale	1,081,066		—		1,081,066		—		1,081,066
Loans, net	3,148,987		—		—		3,148,987		3,148,987
Broker-dealer and clearing organization receivables	145,564		—		145,564		—		145,564
Fee award receivable	18,467		—		18,467		—		18,467
Cash surrender value of life insurance policies	24,086		—		24,086		—		24,086
Interest rate swaps, interest rate lock commitments (“IRLCs”) and forward purchase commitments	15,697		—		15,697		—		15,697
Mortgage servicing asset	2,080		—		—		2,080		2,080
Accrued interest receivable	15,185		—		15,185		—		15,185
Financial liabilities
Deposits	4,700,461		—		4,698,848		—		4,698,848
Broker-dealer and clearing organization payables	187,990		—		187,990		—		187,990
Other trading liabilities	3,164		—		3,164		—		3,164
Short-term borrowings	728,250		—		728,250		—		728,250
Debt	208,551		—		217,092		—		217,092
Forward purchase commitments	1,080		—		1,080		—		1,080
Accrued interest payable	1,911		—		1,911		—		1,911

December 31, 2011
Financial assets
Cash and short-term investments	$	578,520	$	578,520	$	—	$	—	$	578,520
Securities	224,200		—		224,200		—		224,200
Financial liabilities:
Debt	131,450		—		129,989		—		129,989

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Fair Value Measurements (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Changes in Fair Value for Assets and Liabilities Reported at Fair Value under Fair Value Option
Net Gains from Sale of Loans	$ 50,384
Other Noninterest Income	8,573	6,785	6,744
Loans held for sale
Changes in Fair Value for Assets and Liabilities Reported at Fair Value under Fair Value Option
Net Gains from Sale of Loans	(3,297)
Total Changes in Fair Value	(3,297)
Other assets
Changes in Fair Value for Assets and Liabilities Reported at Fair Value under Fair Value Option
Net Gains from Sale of Loans	190
Total Changes in Fair Value	190
Time deposits
Changes in Fair Value for Assets and Liabilities Reported at Fair Value under Fair Value Option
Other Noninterest Income	7
Total Changes in Fair Value	$ 7

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Related Party Transactions (Details) (USD $)			11 Months Ended	12 Months Ended		1 Months Ended
	Dec. 31, 2012	Dec. 31, 2012 Bank	Nov. 30, 2012 Diamond A Administration Company, LLC Management Services Agreement	Dec. 31, 2012 Diamond A Administration Company, LLC Sublease Agreement	Dec. 31, 2012 Diamond A Financial, L.P	Dec. 31, 2012 Directors, executive officers and their affiliates Bank	Dec. 31, 2012 Lessor Bank Operating lease agreement	Dec. 31, 2012 Related party company that sells loans to the Bank Bank	Dec. 31, 2012 Limited partnership investments of PlainsCapital Equity, LLC Bank	Dec. 31, 2012 Limited partnership investments of PlainsCapital Equity, LLC Plains Capital Equity, LLC	Dec. 31, 2012 Gerald J. Ford	Dec. 31, 2012 Jeremy B. Ford Diamond A Administration Company, LLC	Dec. 31, 2012 Jeremy B. Ford Diamond A Financial, L.P
Related Party Transactions
Ownership interest (as a percent)					18.00%						18.00%	46.00%	49.00%
Services and office space cost per month			$ 91,500	$ 18,303
Period prior to cause of action for which liability of related party is limited			12 months
Loans to related parties						23,200,000			4,200,000
Total principal additions to loans						700,000
Total principal payments						1,100,000
Deposits of related parties held		173,500,000
Future minimum payments due annually through 2028							500,000
Aggregate remaining lease obligation	102,934,000						8,000,000
Loan Purchases								6,000,000
Investment in limited partnership										$ 3,700,000

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Condensed Financial Statements of Parent

12 Months Ended

Dec. 31, 2012

Condensed Financial Statements of Parent

Condensed Financial Statements of Parent

29. Condensed Financial Statements of Parent

Condensed financial statements of Hilltop (parent only) follow (in thousands). Investments in subsidiaries are determined using the equity method of accounting.

Condensed Statements of Operations

	Year Ended December 31,
	2012			2011			2010
Investment income	$	7,035		$	4,284		$	1,791
Interest expense	6,996			7,135			7,010
General and administrative expense	14,488			8,868			7,433
Loss before income taxes, equity in undistributed earnings of subsidiaries and preferred stock activity	(14,449		)	(11,719		)	(12,652		)
Income tax benefit	(3,313		)	(5,138		)	(4,941		)
Equity in undistributed earnings of subsidiaries	6,038			50			7,163
Net loss	$	(5,098	)	$	(6,531	)	$	(548	)

Condensed Statements of Comprehensive Income (Loss)

	Year Ended December 31,
	2012			2011			2010
Net loss	$	(5,098	)	$	(6,531	)	$	(548	)
Other comprehensive income (loss), net of tax	(4,900		)	8,581			1,723
Comprehensive income (loss)	$	(9,998	)	$	2,050		$	1,175

Condensed Balance Sheets

	December 31,
	2012		2011
Assets
Cash and cash equivalents	$	204,754	$	533,374
Securities, available for sale	64,082		70,513
Investment in subsidiaries	944,546		126,017
Other assets	27,743		24,884
Total assets	$	1,241,125	$	754,788
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	$	5,779	$	8,555
Notes payable	90,850		90,850
Stockholders’ equity	1,144,496		655,383
Total liabilities and stockholders’ equity	$	1,241,125	$	754,788

Condensed Statements of Cash Flows

	Year Ended December 31,
	2012			2011			2010
Operating Activities
Net loss	$	(5,098	)	$	(6,531	)	$	(548	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in undistributed earnings of subsidiaries	(6,038		)	(50		)	(7,163		)
Deferred income taxes	(1,011		)	(3,756		)	6,787
Other, net	(3,506		)	(204		)	(906		)
Net cash used in operating activities	(15,653		)	(10,541		)	(1,830		)
Investing Activities
Cash paid for acquisitions	(311,805		)	—			—
Purchases of securities available for sale	—			(57,489		)	—
Net cash used in investing activities	(311,805		)	(57,489		)	—
Financing Activities
Dividends paid	(1,162		)	—			(8,766		)
Redemption of preferred stock	—			—			(125,000		)
Net cash used in financing activities	(1,162		)	—			(133,766		)
Net change in cash and cash equivalents	(328,620		)	(68,030		)	(135,596		)
Cash and cash equivalents, beginning of year	533,374			601,404			737,000
Cash and cash equivalents, end of year	$	204,754		$	533,374		$	601,404

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Taxes

Schedule of components of the provision for income taxes

The significant components of the income tax provision (benefit) are as follows (in thousands).

	Year Ended December 31,
	2012			2011			2010
Current:
Federal	$	4,346		$	(966	)	$	(538	)
State	935			—			(587		)
	5,281			(966		)	(1,125		)
Deferred:
Federal	(5,649		)	(4,043		)	118
State	(777		)	—			—
	(6,426		)	(4,043		)	118
	$	(1,145	)	$	(5,009	)	$	(1,007	)

Schedule of reconciliation of the income tax benefit and the amount that would be computed by applying the statutory Federal income tax rate to loss before income taxes

The income tax benefit differs from the amount that would be computed by applying the statutory Federal income tax rate of 35% to loss before income taxes as a result of the following (in thousands).

	Year Ended December 31,
	2012			2011			2010
Computed tax at federal statutory rate	$	(2,185	)	$	(4,039	)	$	(544	)
Tax effect of:
Life insurance	(18		)	—			—
Tax-exempt income, net	(151		)	—			—
State income taxes	103			—			(587		)
Nondeductible expenses	352			(970		)	124
Nondeductible transaction costs	1,151			—			—
Minority interest	(174		)	—			—
Prior year return to provision adjustment	(150		)	—			—
Other	(73		)	—			—
	$	(1,145	)	$	(5,009	)	$	(1,007	)

Schedule of components of the tax effects of temporary differences that give rise to the net deferred tax asset

The components of the tax effects of temporary differences that give rise to the net deferred tax asset included in other assets within the consolidated balance sheets are as follows (in thousands).

	December 31,
	2012		2011
Deferred tax assets:
Net operating loss carryforward	$	16,377	$	19,598
Purchase accounting adjustment - loans	50,752		—
Allowance for loan losses	1,235		—
Compensation and benefits	15,246		—
Indemnification agreements	8,242		—
Losses and LAE discounting	505		482
Unearned premiums	5,682		5,424
Non-accrual loan interest	1,497		—
Partnership investments	1,050		—
Foreclosed property	3,701		—
AMT credit carryforwards	769		769
Other	3,413		1,095
	108,469		27,368
Deferred tax liabilities:
Premises and equipment	10,109		—
Intangible assets	30,068		3,684
Derivatives	12,213		—
Net other comprehensive income	4,337		—
Deferred policy acquisition costs	6,934		6,714
Securities	8,665		8,616
Other	3,110		—
	75,436		19,014
Net deferred tax asset	$	33,033	$	8,354

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Summary of Significant Accounting and Reporting Policies (Details 2)	12 Months Ended
	Dec. 31, 2012
Loans Held for Sale
Loans held-for-sale, period reported on balance sheet	30 days
Loans held for sale | Maximum
Loans Held for Sale
Loans held-for-sale, period reported on balance sheet	30 days

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Reinsurance Activity (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Reinsurance Activity
Threshold percentage for disclosure of reinsurance recoverables	5.00%
Reinsurance activity
Balances due from Companies	$ 18,567	$ 25,861
Federal Emergency Management Agency
Reinsurance activity
Balances due from Companies	3,706
Endurance Specialty Insurance Ltd | A
Reinsurance activity
Balances due from Companies	2,142
Arden Reinsurance Co | A-
Reinsurance activity
Balances due from Companies	1,702
Platinum Underwriters Reinsurance, Inc. | A
Reinsurance activity
Balances due from Companies	1,415
Munich Reinsurance America, Inc. | A+
Reinsurance activity
Balances due from Companies	1,076
Arch Reinsurance Company | A+
Reinsurance activity
Balances due from Companies	1,066
MS Frontier Reinsurance Limited | A
Reinsurance activity
Balances due from Companies	1,059
Total
Reinsurance activity
Balances due from Companies	$ 12,166

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Reinsurance Activity (Tables)

12 Months Ended

Dec. 31, 2012

Reinsurance Activity

Schedule of reinsurers with a balance in excess of 5% of outstanding reinsurance receivables

Reinsurers with a balance in excess of 5% of our outstanding reinsurance receivables at December 31, 2012 are listed below (in thousands).

	Balances
	Due From		A.M. Best
	Reinsurers		Rating
Federal Emergency Management Agency	$	3,706	N/A
Endurance Specialty Insurance Ltd	2,142		A
Arden Reinsurance Co	1,702		A-
Platinum Underwriters Reinsurance, Inc.	1,415		A
Munich Reinsurance America, Inc.	1,076		A+
Arch Reinsurance Company	1,066		A+
MS Frontier Reinsurance Limited	1,059		A
	$	12,166

Schedule of effect of reinsurance on premiums written and earned

The effects of reinsurance on premiums written and earned are summarized as follows (in thousands).

	Year Ended December 31,
	2012						2011						2010
	Written			Earned			Written			Earned			Written			Earned
Premiums from direct business	$	163,780		$	162,383		$	155,054		$	147,419		$	139,290		$	134,701
Reinsurance assumed	6,422			5,882			5,388			5,176			5,079			4,998
Reinsurance ceded	(19,751		)	(21,564		)	(18,705		)	(18,547		)	(22,678		)	(22,507		)
Net premiums	$	150,451		$	146,701		$	141,737		$	134,048		$	121,691		$	117,192

Schedule of effects of reinsurance on incurred losses

The effects of reinsurance on incurred losses are as follows (in thousands).

	Year Ended December 31,
	2012			2011		2010
Loss and LAE incurred	$	115,347		$	92,655	$	109,882
Reinsurance recoverables	(6,188		)	4,079		(38,939		)
Net loss and LAE incurred	$	109,159		$	96,734	$	70,943

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Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill and Other Intangible Assets

Summary of the activity in goodwill

A summary of the activity in goodwill during 2012 is as follows (in thousands).

Balance, beginning of year	$	23,988
Goodwill from PlainsCapital acquisition	230,073
Other	(291		)
Balance, end of year	$	253,770

Schedule of carrying value of intangible assets subject to amortization

The carrying value of intangible assets subject to amortization was as follows (in thousands).

	Gross					Net
	Intangible		Accumulated			Intangible
December 31, 2012	Assets		Amortization			Assets
Core deposits	$	34,500	$	(452	)	$	34,048
Trademarks and trade names	20,000		(1,487		)	18,513
Noncompete agreements	11,650		(192		)	11,458
Customer contracts and relationships	14,100		(4,515		)	9,585
Agent relationships	3,600		(2,466		)	1,134
Technology	1,500		(1,500		)	—
	$	85,350	$	(10,612	)	$	74,738

	Gross					Net
	Intangible		Accumulated			Intangible
December 31, 2011	Assets		Amortization			Assets
Customer relationships	$	6,100	$	(3,858	)	$	2,242
Agent relationships	3,600		(2,146		)	1,454
Trade names	3,500		(1,147		)	2,353
Technology	1,500		(1,475		)	25
	$	14,700	$	(8,626	)	$	6,074

Schedule of estimated aggregate future amortization expense for intangible assets

The estimated aggregate future amortization expense for intangible assets at December 31, 2012 is as follows (in thousands).

2013	$	10,801
2014	10,116
2015	9,430
2016	8,655
2017	6,981
Thereafter	28,755
	$	74,738

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Summary of Significant Accounting and Reporting Policies

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting and Reporting Policies

Summary of Significant Accounting and Reporting Policies

1. Summary of Significant Accounting and Reporting Policies

Nature of Operations

Hilltop Holdings Inc. (“Hilltop” or the “Company”), was organized in July 1998 as a Maryland corporation. Hilltop is a holding company that has endeavored, and continues to endeavor, to make acquisitions or effect business combinations.  In connection with this strategy, on November 30, 2012, and concurrent with the consummation of the merger with PlainsCapital Corporation (“PlainsCapital”), or the Merger, Hilltop became a financial holding company registered under the Bank Holding Company Act of 1956, as amended by the Gramm-Leach-Bliley Act of 1999.

PlainsCapital is a financial holding company, headquartered in Dallas, Texas, that provides, through its subsidiaries, an array of financial products and services. In addition to traditional banking services, PlainsCapital provides residential mortgage lending, investment banking, public finance advisory, wealth and investment management, treasury management, capital equipment leasing, fixed income sales, asset management, and correspondent clearing services. The operating results of Hilltop for the year ended December 31, 2012 include the results from the operations acquired in the PlainsCapital transaction for the month ended December 31, 2012. Certain disclosures within the notes to consolidated financial statements are specific to financial products and services of PlainsCapital and its subsidiaries and, therefore include information at December 31, 2012 and relating to the post-acquisition one month period ended December 31, 2012.

Prior to the consummation of the Merger with PlainsCapital, Hilltop’s primary operations were to provide fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the south, southeastern and southwestern United States through its wholly owned property and casualty insurance holding company, NLASCO, Inc., (“NLASCO”).

Hilltop’s common stock is listed on the New York Stock Exchange under the symbol “HTH”, and has no public trading history prior to February 12, 2004.

Basis of Presentation

Hilltop owns 100% of the outstanding stock of PlainsCapital. PlainsCapital owns 100% of the outstanding stock of PlainsCapital Bank (the “Bank”) and 100% of the membership interest in PlainsCapital Equity, LLC. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”), PNB Aero Services, Inc. and PCB-ARC, Inc. The Bank has a 100% membership interest in First Southwest Holdings, LLC (“First Southwest”) and PlainsCapital Securities, LLC, as well as a 51% voting interest in PlainsCapital Insurance Services, LLC.

Hilltop also owns 100% of NLASCO, a Delaware corporation, which operates through its wholly owned subsidiaries, National Lloyds Insurance Company (“NLIC”) and American Summit Insurance Company (“ASIC”).

PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC, the controlling and sole managing member of PrimeLending Ventures, LLC (“Ventures”). Through a series limited liability company structure, Ventures establishes separate operating divisions with select business partners, such as home builders, to originate residential mortgage loans.

The principal subsidiaries of First Southwest are First Southwest Company (“FSC”), a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and the Financial Industry Regulatory Authority (“FINRA”), and First Southwest Asset Management, Inc., a registered investment advisor under the Investment Advisors Act of 1940.

The consolidated financial statements include the accounts of the above-named entities. All significant intercompany transactions and balances have been eliminated. Noncontrolling interests have been recorded for minority ownership in entities that are not wholly owned and are presented in compliance with the provisions of Noncontrolling Interest in Subsidiary Subsections of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), as discussed below.

PlainsCapital also owns 100% of the outstanding common stock of PCC Statutory Trusts I, II, III and IV (the “Trusts”), which are not included in the consolidated financial statements under the requirements of the Variable Interest Entities Subsections of the ASC, because the primary beneficiaries of the Trusts are not within the consolidated group.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates regarding the allowance for loan losses, the fair values of financial instruments, reserves for losses and loss adjustment expenses and the potential impairment of assets are particularly subject to change.

The presentation of Hilltop’s historical consolidated financial statements have been modified and certain items in the 2011 and 2010 financial statements have been reclassified to conform to the 2012 presentation, which is more consistent with that of a financial institution that provides an array of financial products and services.

Acquisition Accounting

Acquisitions are accounted for under the purchase method of accounting. Purchased assets, including identifiable intangible assets, and assumed liabilities are recorded at their respective acquisition date fair values. If the fair value of net assets purchased exceeds the consideration given, a “bargain purchase gain” is recognized. If the consideration given exceeds the fair value of the net assets received, goodwill is recognized.

Securities Purchased Under Agreements to Resell

Securities purchased under agreements to resell (reverse repurchase agreements or reverse repos) are treated as collateralized financings and are carried at the amounts at which the securities will subsequently be resold as specified in the agreements. PlainsCapital is in possession of collateral with a fair value equal to or in excess of the contract amounts.

Securities

Management classifies securities at the time of purchase and reassesses such designation at each balance sheet date. Transfers between categories from these reassessments are rare.  Securities held for resale to facilitate principal transactions with customers, as well as certain securities acquired in the PlainsCapital acquisition, are classified as trading, and are carried at fair value, with changes in fair value reflected in the consolidated statements of operations. Hilltop reports interest income on trading securities as interest income on securities and other changes in fair value as other noninterest income.

Securities held but not intended to be held to maturity or on a long-term basis are classified as available for sale. Securities included in this category are those that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in interest rates, resultant prepayment risk, and other factors related to interest rate and resultant prepayment risk changes. Securities available for sale are carried at fair value. Unrealized holding gains and losses on securities available for sale, net of taxes, are reported in other comprehensive income until realized. Premiums and discounts are recognized in interest income using the effective interest method and consider any optionality that may be embedded in the security.

Purchases and sales (and related gain or loss) of securities are recorded on the trade date, based on specific identification. Declines in the fair value of available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the other-than-temporary impairment (“OTTI”) is related to credit losses. The amount of the OTTI related to other factors is recognized in other comprehensive income. In estimating OTTI, management considers in developing its best estimate of cash flows, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the historic and implied volatility of the security, (iv) failure of the issuer to make scheduled interest payments and (v) changes to the rating of the security by a rating agency.

Loans Held for Sale

Loans held for sale consist primarily of single-family residential mortgages funded through PrimeLending. These loans are generally on the consolidated balance sheet for no more than 30 days. Substantially all mortgage loans originated by PrimeLending are sold in the secondary market, servicing released, although it may retain servicing in limited circumstances. Mortgage loans held for sale are carried at fair value under the provisions of the Fair Value Option Subsections of the ASC (“Fair Value Option”). Changes in the fair value of the loans held for sale are recognized in earnings and fees and costs associated with origination are recognized as incurred.  The specific identification method is used to determine realized gains and losses on sales of loans, which are reported as net gains (losses) in noninterest income. Loans sold are subject to certain indemnification provisions with investors, including the repurchase of loans sold and repayment of certain sales proceeds to investors under certain conditions. The Bank guarantees PrimeLending’s performance with respect to the indemnification provisions included in purchase agreements with certain third parties.

Loans

Originated Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the amount of unpaid principal reduced by unearned income, net unamortized deferred fees and an allowance for loan losses. Unearned income on installment loans and interest on other loans is recognized using the effective interest method. Net fees received for providing loan commitments and letters of credit that result in loans are deferred and amortized to interest income over the life of the related loan, beginning with the initial borrowing. Net fees on commitments and letters of credit that are not expected to be funded are amortized to noninterest income over the commitment period. Income on direct financing leases is recognized on a basis that achieves a constant periodic rate of return on the outstanding investment.

Impaired loans include non-accrual loans, troubled debt restructurings and partially charged-off loans. The accrual of interest on impaired loans is discontinued when, in management’s opinion, there is a clear indication that the borrower’s cash flow may not be sufficient to meet principal and interest payments as they become due according to the terms of the loan agreement, which is generally when a loan is 90 days past due unless the loan is both well secured and in the process of collection. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is charged against income. If the ultimate collectibility of principal, wholly or partially, is in doubt, any payment received on a loan on which the accrual of interest has been suspended is applied to reduce principal to the extent necessary to eliminate such doubt.  Once the collection of the remaining recorded loan balance is fully expected, interest income is recognized on a cash basis.

The Bank originates loans to customers primarily in Dallas, Fort Worth, Arlington, Lubbock, Austin and San Antonio, Texas. Although the Bank has diversified loan and leasing portfolios and, generally, holds collateral against amounts advanced to customers, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the region and of the industries in which its debtors operate, which consist primarily of energy, agribusiness, wholesale/retail trade, construction and real estate. PrimeLending originates loans to customers in its offices, which are located throughout the United States. Substantially all mortgage loans originated by PrimeLending are sold in the secondary market, servicing released, although PrimeLending may retain servicing under certain conditions. FSC makes loans to customers through margin transactions.  FSC controls risk by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines, which may vary based upon market conditions. Securities owned by customers and held as collateral for margin loans are not included in the consolidated financial statements.

Acquired Loans

Management has defined the loans purchased in the PlainsCapital acquisition as acquired loans. Acquired loans are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan losses. Acquired loans were segregated between those considered to be credit impaired and those deemed performing. To make this determination, management considered such factors as past due status, nonaccrual status and credit risk ratings. The fair value of acquired performing loans was determined by discounting expected cash flows, both principal and interest, at prevailing market interest rates. The difference between the fair value and principal balances due at acquisition date, the fair value discount, is accreted into income over the estimated life of each loan.

Acquired impaired, or purchased credit impaired (“PCI”), loans showed evidence of credit deterioration that makes it probable that all contractually required principal and interest payments will not be collected. Their fair value was initially based on an estimate of cash flows, both principal and interest, expected to be collected, discounted at prevailing market rates of interest. Management estimated cash flows using key assumptions such as default rates, loss severity rates assuming default, prepayment speeds and estimated collateral values. The excess of cash flows expected to be collected from a loan over its estimated fair value at acquisition is referred to as the accretable yield and is recognized in interest income using an effective yield method over the remaining life of the loan. Subsequent to acquisition, management must update these estimates of cash flows expected to be collected at each reporting date. These updates require the continued use of key assumptions and estimates, similar to those used in the initial estimate of fair value.

PCI loans with an accretable yield are not classified as non-performing even though collection of contractual payments may be in doubt because income is accreted on a loan-by-loan basis.

Allowance for Loan Losses

Originated Loans

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses inherent in the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses inherent in the loan portfolio at the balance sheet date. The allowance for loan losses includes allowance allocations calculated in accordance with the Receivables and Contingencies Topics of the ASC. The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions, and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond PlainsCapital’s control, including the performance of PlainsCapital’s loan portfolio, the economy and changes in interest rates.

PlainsCapital’s allowance for loan losses consists of three elements: (i) specific valuation allowances established for probable losses on impaired loans; (ii) general historical valuation allowances calculated based on historical loan loss experience for homogenous loans with similar characteristics and trends; and (iii) valuation allowances to adjust general reserves based on recent economic conditions and other qualitative risk factors both internal and external to PlainsCapital.

Acquired Loans

Purchased loans acquired in a business combination are recorded at their estimated fair value on their purchase date with no carryover of the related allowance for loan losses. Performing acquired loans are subsequently evaluated for any required allowance at each reporting date. An allowance for loan losses is calculated using a methodology similar to that described above for originated loans. The allowance as determined for each loan is compared to the remaining fair value discount for that loan. If greater, the excess is recognized as an addition to the allowance through a provision for loan losses. If less than the discount, no additional allowance is recorded. Charge-offs and losses first reduce any remaining fair value discount for the loan and once the discount is depleted, losses are applied against the allowance established for that loan.

For PCI loans, cash flows expected to be collected are recast at each reporting date for each loan. These evaluations require the continued use and updating of key assumptions and estimates such as default rates, loss severity given default and prepayment speed assumptions, similar to those used for the initial fair value estimate. Management judgment must be applied in developing these assumptions. If expected cash flows for a loan decreases, an increase in the allowance for loan losses is made through a charge to the provision for loan losses. If expected cash flows for a loan increase, any previously established allowance for loan losses is reversed and any remaining difference increases the accretable yield which will be taken into income over the remaining life of the loan.

Assets Segregated for Regulatory Purposes

Under certain conditions, FSC may be required to segregate cash and securities in a special reserve account for the benefit of customers under Rule 15c3-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Assets segregated under the provisions of the Exchange Act are not available for general corporate purposes. FSC was required to segregate $19.0 million in cash and securities at December 31, 2012, which are included in other assets within the consolidated balance sheet. In addition, FSC was not required to segregate cash or securities in a special reserve account for the benefit of proprietary accounts of introducing broker-dealers at December 31, 2012.

Broker-Dealer and Clearing Organization Transactions

Amounts recorded in broker-dealer and clearing organization receivables and payables include securities lending activities, as well as amounts related to securities transactions for either FSC customers or for the account of FSC. Securities-borrowed and securities-loaned transactions are generally reported as collateralized financings except where letters of credit or other securities are used as collateral. Securities-borrowed transactions require FSC to deposit cash, letters of credit, or other collateral with the lender. With respect to securities loaned, FSC receives collateral in the form of cash or other assets in an amount generally in excess of the market value of securities loaned. FSC monitors the market value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as necessary. Interest income and interest expense associated with collateralized financings is included in the accompanying consolidated statements of operations.

Insurance Premiums Receivable

Insurance premiums receivable include premiums written and not yet collected. NLASCO routinely evaluates the receivable balance to determine if an allowance for uncollectible amounts is necessary. At December 31, 2012 and 2011, NLASCO determined that no valuation allowance was necessary.

Deferred Policy Acquisition Costs

Costs of acquiring insurance vary with and are primarily related to the successful acquisition of new and renewal business, primarily consisting of commissions, premium taxes and underwriting expenses, and are deferred and amortized over the terms of the policies or reinsurance treaties to which they relate. Proceeds from reinsurance transactions that represent recovery of acquisition costs reduce applicable unamortized acquisition costs in such a manner that net acquisition costs are capitalized and charged to expense in proportion to net revenue recognized. Future investment income is considered in determining the recoverability of deferred policy acquisition costs. NLASCO regularly reviews the categories of acquisition costs that are deferred and assesses the recoverability of this asset. A premium deficiency and a corresponding charge to income is recognized if the sum of the expected loss and loss adjustment expenses, unamortized policy acquisition costs, and maintenance costs exceed related unearned insurance premiums and anticipated investment income. At December 31, 2012 and 2011, there was no premium deficiency.

Reinsurance

In the normal course of business, NLASCO seeks to reduce the loss that may arise from catastrophes or other events that could cause unfavorable underwriting results by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers. Amounts recoverable from reinsurers are estimated in a manner consistent with the reinsured policy. NLASCO routinely evaluates the receivable balance to determine if any uncollectible balances exist.

Net insurance premiums earned, losses and loss adjustment expenses (“LAE”) and policy acquisition and other underwriting expenses are reported net of the amounts related to reinsurance ceded to other companies. Amounts recoverable from reinsurers related to the portions of the liability for losses and LAE and unearned insurance premiums ceded to them are reported as assets. Reinsurance assumed from other companies, including assumed premiums written and earned and losses and LAE, is accounted for in the same manner as direct insurance written.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization computed principally on the straight-line method over the estimated useful lives of the assets, which range between 3 and 40 years.  Gains or losses on disposals of premises and equipment are included in results of operations.

Other Real Estate Owned

Real estate acquired through foreclosure is included in other assets within the consolidated balance sheets and is carried at management’s estimate of fair value less costs to sell. Any excess of recorded investment over fair value less cost to sell is charged against the allowance for loan losses when property is initially transferred to other real estate.  Subsequent to the initial transfer to other real estate, valuation adjustments are charged against earnings. Valuation adjustments, revenue and expenses from operations of the properties and resulting gains or losses on sale are included in other noninterest expense within the consolidated statements of operations.

Fee Award Receivable

In 2005, FSC participated in a monetization of future cash flows from several tobacco companies owed to a law firm under a settlement agreement (“Fee Award”). FSC estimated the amount and timing of the undiscounted expected cash flows from the receivable. The excess of the receivable’s cash flows expected to be collected over the amount paid is to be accreted into interest income over the remaining life of the receivable (accretable yield). Over the life of the Fee Award, FSC will continue to estimate cash flows expected to be collected and evaluate the receivable for possible impairment. The fee award receivable is included in other assets within the consolidated balance sheets.

Debt Issuance Costs

The Company capitalizes debt issuance costs associated with financing of debt. These costs are amortized on a straight-line basis, which approximates the effective interest method, over the repayment term of the loans. Debt issuance costs of $0.2 million were amortized for each of the years ended December 31, 2012, 2011, and 2010, which is included in interest expense within the consolidated statements of operations. In 2011, an additional $0.2 million of the unamortized balance was written down as a result of NLASCO purchasing $6.9 million of the Hilltop senior exchangeable notes in the open market. At December 31, 2012 and 2011, accumulated amortization was $1.6 million and $1.4 million, respectively.

Goodwill

Goodwill, which represents the excess of cost over the fair value of the net assets acquired, is allocated to reporting units and tested for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount should be assessed. The Company performs required annual impairment tests of its goodwill as of December 31st for its insurance reporting unit, while the acquired banking, mortgage origination and financial advisory reporting units will be tested for impairment annually as of October 1st. Prior to testing goodwill for impairment, the Company has the option to assess on a qualitative basis whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If determined, based on its assessment of qualitative factors that it is more likely than not that fair value of a reporting unit is less than its carrying amount, the Company will proceed to test goodwill for impairment as a part of a two-step process. First, the Company determines the fair value of a reporting unit and compares it to its carrying amount. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill.

Intangibles and Other Long-Lived Assets

Intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. The Company’s intangible assets primarily relate to core deposits, customer and agent relationships, trade names and non-compete agreements. Intangible assets with definite useful lives are generally amortized on the straight-line method over their estimated lives, although certain intangibles, including core deposits and customer and agent relationships, are amortized on an accelerated basis. Amortization of intangible assets is recorded in other noninterest expense within the consolidated statements of operations. Intangible assets with indefinite useful lives are not amortized until their lives are determined to be definite. Intangible assets, premises and equipment, and other long-lived assets are tested for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Derivative Financial Instruments

PlainsCapital’s hedging policies permit the use of various derivative financial instruments to manage interest rate risk or to hedge specified assets and liabilities. In addition, PrimeLending executes interest rate lock commitments (“IRLCs”) with its customers, and FSC executes forward purchase commitments of mortgage-backed securities with its clients, that allow those customers to make mortgage loans at agreed upon rates. The IRLCs and forward purchase commitments meet the definition of a derivative under the provisions of the Derivatives and Hedging Topic of the ASC.

Derivatives are recorded at fair value in the consolidated balance sheets. To qualify for hedge accounting, derivatives must be highly effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the derivative contract. If derivative instruments are designated as hedges of fair values, the change in the fair value of both the derivative instrument and the hedged item are included in current earnings. Changes in the fair value of derivatives designated as hedges of cash flows are recorded in other comprehensive income. Actual cash receipts and/or payments and related accruals on derivatives related to hedges are recorded as adjustments to the line item where the hedged item’s effect on earnings is recorded.

During the life of the hedge, management formally assesses whether derivatives designated as hedging instruments continue to be highly effective in offsetting changes in the fair value or cash flows of hedged items. If management determines that a hedge has ceased to be highly effective, the Company will discontinue hedge accounting prospectively.  At such time, previous adjustments to the carrying value of the hedged item would be reversed into earnings, amounts recorded in other comprehensive income would be reclassified into earnings, the derivative instrument would be recorded at fair value and future changes in fair value would be reported in earnings.

Reserve for Losses and Loss Adjustment Expenses

The liability for losses and LAE includes an amount determined from loss reports and individual cases and an amount, based on past experience, for losses incurred but not reported. Such liabilities are necessarily based on estimates and, while management believes that the amount is adequate, the ultimate liability may be in excess of or less than the amounts provided. The methods for making such estimates and for establishing the resulting liability are continually reviewed, and any adjustments are reflected in earnings currently. The liability for losses and loss adjustment expenses has not been reduced for reinsurance recoverable.

Loss Contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.

Stock-Based Compensation

Stock-based compensation expense for all share-based awards granted is based on the grant date fair value estimated in accordance with the provisions of the Stock Compensation Topic of the ASC. The Company recognizes these compensation costs for only those awards expected to vest over the service period of the award.

Advertising

Advertising costs are expensed as incurred. Advertising expense totaled $0.4 million, $34 thousand and $0.1 million during the years ended December 31, 2012, 2011 and 2010, respectively.

Income Taxes

Income taxes are accounted for under the asset and liability method.  Deferred tax assets and liabilities are recorded for the estimated future tax effects of the temporary difference between the tax basis and book basis of assets and liabilities reported in the accompanying consolidated balance sheets. The provision for income tax expense or benefit differs from the amounts of income taxes currently payable because certain items of income and expense included in the consolidated financial statements are recognized in different time periods by taxing authorities. Interest and penalties incurred related to tax matters are charged to other interest expense or other noninterest expense, respectively.

Benefits from uncertain tax positions are recognized in the consolidated financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority having full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of cumulative benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold are recognized in the reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold are derecognized in the reporting period in which that threshold is no longer met. The Company has not recorded any significant liabilities for uncertain tax positions.

Deferred tax assets, including net operating loss and tax credit carry forwards, are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that any portion of these tax attributes will not be realized. There was no valuation allowance recorded at December 31, 2012 or 2011.

Cash Flow Reporting

For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as the amount included in the consolidated balance sheets caption “Cash and due from banks” and the portion of the amount in the caption “Federal funds sold and securities purchased under agreements to resell” that represents federal funds sold. Cash equivalents have original maturities of three months or less.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares, while diluted net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of such common shares and dilutive share equivalents. Dilutive share equivalents result from the assumed exercise of employee stock options and redemption of senior exchangeable notes and are calculated using the treasury stock method.

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Condensed Financial Statements of Parent (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Condensed Statements of Operations
Interest expense	$ 3,786	$ 2,140	$ 2,131	$ 2,139	$ 2,323	$ 2,241	$ 2,245	$ 2,176	$ 10,196	$ 8,985	$ 8,971
Loss before income taxes and equity in undistributed earnings of subsidiaries	15,125	(5,962)	(15,952)	546	7,787	(1,065)	(20,449)	2,187	(6,243)	(11,540)	(1,555)
Income tax benefit	5,809	(1,914)	(5,243)	203	2,743	(1,313)	(7,216)	777	(1,145)	(5,009)	(1,007)
Loss attributable to Hilltop Holdings	8,822	(4,048)	(10,709)	343					(5,592)	(6,531)	(548)
Hilltop Holdings Inc.
Condensed Statements of Operations
Investment income									7,035	4,284	1,791
Interest expense									6,996	7,135	7,010
General and administrative expenses									14,488	8,868	7,433
Loss before income taxes and equity in undistributed earnings of subsidiaries									(14,449)	(11,719)	(12,652)
Income tax benefit									(3,313)	(5,138)	(4,941)
Equity in undistributed earnings of subsidiaries									6,038	50	7,163
Loss attributable to Hilltop Holdings									$ (5,098)	$ (6,531)	$ (548)

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Segment and Related Information (Tables)

12 Months Ended

Dec. 31, 2012

Segment and Related Information

Tables present information about the segment revenues, operating results, goodwill and assets of entity's reportable segments.

The following tables present certain information about reportable segment revenues, operating results, goodwill and assets at and for the year ended December 31, 2012 (in thousands).

			Mortgage						Financial		All Other and			Hilltop
	Banking		Origination			Insurance			Advisory		Eliminations			Consolidated
Net interest income (expense)	$	24,885	$	(4,987	)	$	4,730		$	1,191	$	3,023		$	28,842
Provision for loan losses	3,670		—			—			130		—			3,800
Noninterest income	4,601		57,618			154,147			10,909		(3,043		)	224,232
Noninterest expense	16,130		50,296			163,585			11,078		14,428			255,517
Income (loss) before income taxes	$	9,686	$	2,335		$	(4,708	)	$	892	$	(14,448	)	$	(6,243	)
Goodwill	$	209,703	$	13,071		$	23,988		$	7,008	$	—		$	253,770
Total assets	$	6,195,775	$	1,548,384		$	305,699		$	592,017	$	(1,355,010	)	$	7,286,865

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Securities (Tables)

12 Months Ended

Dec. 31, 2012

Securities

Summary of amortized cost and fair value of securities, excluding trading securities

The amortized cost and fair value of available for sale securities are summarized as follows (in thousands).

			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
December 31, 2012
U. S. government agencies:
Bonds	$	531,934	$	1,804	$	(316	)	$	533,422
Residential mortgage-backed securities	23,024		627		(70		)	23,581
Collateralized mortgage obligations	96,074		54		(79		)	96,049
Corporate debt securities	79,600		7,589		—			87,189
States and political subdivisions	175,004		68		(2,138		)	172,934
Commercial mortgage-backed securities	1,001		72		—			1,073
Equity securities	19,289		1,139		—			20,428
Note receivable	40,508		3,652		—			44,160
Warrants	12,068		49		—			12,117
Totals	$	978,502	$	15,054	$	(2,603	)	$	990,953
December 31, 2011
U. S. government agencies:
Bonds	$	27,729	$	1,439	$	(3	)	$	29,165
Corporate debt securities	93,452		7,406		(177		)	100,681
Residential mortgage-backed securities	11,708		944		—			12,652
Commercial mortgage-backed securities	2,277		36		(10		)	2,303
Equity securities	16,813		2,462		(253		)	19,022
Note receivable	38,641		—		(53		)	38,588
Warrants	12,068		9,721		—			21,789
Totals	$	202,688	$	22,008	$	(496	)	$	224,200

Schedule of information regarding available for sale securities that were in an unrealized loss position

Information regarding available for sale securities that were in an unrealized loss position is shown in the following tables (dollars in thousands).

	December 31, 2012					December 31, 2011
	Number of			Unrealized		Number of			Unrealized
	Securities	Fair Value		Losses		Securities	Fair Value		Losses
U. S. government agencies:
Bonds:
Unrealized loss for less than twelve months	16	$	238,732	$	316	2	$	1,695	$	3
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	16	238,732		316		2	1,695		3
Mortgage-backed:
Unrealized loss for less than twelve months	7	12,279		70		—	—		—
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	7	12,279		70		—	—		—
Collateralized mortgage obligations:
Unrealized loss for less than twelve months	8	38,887		79		—	—		—
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	8	38,887		79		—	—		—
Corporate debt securities:
Unrealized loss for less than twelve months	—	—		—		5	5,254		177
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	—	—		—		5	5,254		177
States and political subdivisions:
Unrealized loss for less than twelve months	224	156,458		2,136		—	—		—
Unrealized loss for twelve months or longer	1	206		2		—	—		—
	225	156,664		2,138		—	—		—
Commercial mortgage-backed securities:
Unrealized loss for less than twelve months	—	—		—		1	487		10
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	—	—		—		1	487		10
Equity securities:
Unrealized loss for less than twelve months	—	—		—		38	8,476		253
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	—	—		—		38	8,476		253
Note receivable:
Unrealized loss for less than twelve months	—	—		—		1	38,588		53
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	—	—		—		1	38,588		53
Total available for sale:
Unrealized loss for less than twelve months	255	446,356		2,601		47	54,500		496
Unrealized loss for twelve months or longer	1	206		2		—	—		—
	256	$	446,562	$	2,603	47	$	54,500	$	496

Schedule of amortized cost and fair value of securities, excluding trading and equity available for sale securities by contractual maturity

The amortized cost and fair value of securities, excluding trading and available for sale equity securities, at December 31, 2012, are shown by contractual maturity below (in thousands).

	Amortized
	Cost		Fair Value
Due in one year or less	$	28,357	$	28,562
Due after one year through five years	132,568		140,906
Due after five years through ten years	39,769		43,455
Due after ten years	638,420		636,899
	839,114		849,822
Mortgage-backed securities	23,024		23,581
Collateralized mortgage obligations	96,074		96,049
Commercial mortgage-backed securities	1,001		1,073
	$	959,213	$	970,525

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Other Noninterest Income and Expense

12 Months Ended

Dec. 31, 2012

Other Noninterest Income and Expense

Other Noninterest Income and Expense

21. Other Noninterest Income and Expense

The following tables show the components of other noninterest income and expense (in thousands).

	Year Ended December 31,
	2012			2011		2010
Other noninterest income:
Revenue from check and stored value cards	$	275		$	—	$	—
Net loss from trading securities portfolio	(646		)	—		—
Trust fees	411			—		—
Service charges on depositor accounts	724			—		—
Commission and insurance agency income	2,159			2,645		2,353
Direct bill fees and insurance service fee income	4,109			4,140		4,391
Other	1,541			—		—
	$	8,573		$	6,785	$	6,744
Other noninterest expense:
Marketing	$	2,245		$	—	$	—
Data processing	4,033			434		376
Unreimbursed loan closing costs	5,944			—		—
Amortization of intangible assets	1,986			1,525		1,643
Acquisition costs	6,570			2,603		1,271
Management fees	1,025			1,098		1,124
Accounting fees	2,269			852		793
Other professional services	5,004			412		693
Other	5,292			2,869		2,590
	$	34,368		$	9,793	$	8,490

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Stockholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity

Stockholders' Equity

20. Stockholders’ Equity

The Bank is subject to certain restrictions on the amount of dividends it may declare without prior regulatory approval. At December 31, 2012, $13.9 million of its earnings was available for dividend declaration without prior regulatory approval.

Series B Preferred Stock

On November 29, 2012, Hilltop filed with the State Department of Assessments and Taxation of the State of Maryland articles supplementary for the Hilltop Series B Preferred Stock, setting forth its terms. Holders of the Hilltop Series B Preferred Stock are entitled to noncumulative cash dividends at a fluctuating dividend rate based on Hilltop’s level of qualified small business lending. The Hilltop Series B Preferred Stock is non-voting, except in limited circumstances, and ranks senior to Hilltop’s common stock with respect to the payment of dividends and distribution of assets upon any liquidation, dissolution or winding up of Hilltop.

As discussed in Note 2, and as a result of the Merger, each outstanding share of PlainsCapital Non-Cumulative Perpetual Preferred Stock, Series C, all the outstanding shares of which are held by the United States Department of the Treasury, was converted into one share of Hilltop Series B Preferred Stock.

The terms of the Hilltop Series B Preferred Stock restrict Hilltop’s ability to pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on its common stock and other Hilltop capital stock ranking junior to the Hilltop Series B Preferred Stock, and on other preferred stock and other stock ranking on a parity with the Hilltop Series B Preferred Stock, in the event that Hilltop does not declare dividends on the Hilltop Series B Preferred Stock during any dividend period.

The terms of the Series B Preferred Stock provide for the payment of non-cumulative dividends on a quarterly basis. The dividend rate, as a percentage of the liquidation amount, fluctuates while the Series B Preferred Stock is outstanding based upon changes in the level of “qualified small business lending” (“QSBL”) by the Bank from its average level of QSBL at each of the four quarter ends leading up to June 30, 2010 (the “Baseline”).

The dividend rate on Series B Preferred Stock since December 1, 2012 is as follows.

Dividend Period		Annualized
Beginning	Ending	Dividend Rate
December 1, 2012	December 31, 2012	2.730%
January 1, 2013	March 31, 2013	2.468%
April 1, 2013	December 31, 2013	1.000% to 5.000% (1)
January 1, 2014	March 26, 2016	1.000% to 5.000% (2)
March 27, 2016	Redemption	9.000% (3)

(1) Between April 1, 2013 and December 31, 2013, the dividend rate will adjust quarterly in such range based upon the level of percentage change in QSBL between the end of the quarter ending before the most recently completed quarter and the Baseline.

(2) Between January 1, 2014 and March 26, 2016, the dividend rate will be fixed at a rate in such range based upon the level of percentage change in QSBL between September 30, 2013 and the Baseline.

(3) Beginning on March 27, 2016, the dividend rate will be fixed at nine percent (9%) per annum.

The dividend rate on the Series B Preferred Stock was 2.730% at December 31, 2012. The dividend rate for the period from January 1, 2013 to March 31, 2013 is 2.468%.

In addition to the applicable dividend rates described above, beginning on January 1, 2014 and on all dividend payment dates thereafter ending on April 1, 2016, if the Bank fails to increase its level of QSBL compared to the Baseline, the Company will be required to pay a quarterly lending incentive fee of 0.5% of the liquidation value.

As long as shares of Series B Preferred Stock remain outstanding, Hilltop may not pay dividends to its common stockholders (nor may Hilltop repurchase or redeem any shares of its common stock) during any quarter in which the Company fails to declare and pay dividends on the Series B Preferred Stock and for the next three quarters following such failure. In addition, under the terms of the Series B Preferred Stock, Hilltop may only declare and pay dividends on its common stock (or repurchase shares of Hilltop common stock), if, after payment of such dividend, the dollar amount of Hilltop’s Tier 1 capital would be at least ninety percent (90%) of Tier 1 capital as of September 27, 2011, excluding any charge-offs and redemptions of the Series B Preferred Stock (the “Tier 1 Dividend Threshold”). The Tier 1 Dividend Threshold is subject to reduction, beginning January 1, 2014, based upon the extent by which, if at all, the QSBL at September 30, 2013 has increased over the Baseline.

The Company may redeem the Series B Preferred Stock at any time at its option, at a redemption price of 100% of the liquidation amount plus accrued but unpaid dividends, subject to the approval of the Company’s federal banking regulator.

Series A Preferred Stock

In 2004, the Company issued 5,000,000 shares of Series A Preferred Stock at an initial public offering price of $25.00 per share that have no stated par value and a liquidation preference of $25.00 per share, plus all accumulated, accrued and unpaid dividends. The holders of our Series A Preferred Stock were entitled to receive cash dividends at a rate of 8.25% per annum on the $25.00 liquidation preference. The Series A Preferred Stock has no voting rights and no stated maturity. On and after February 18, 2009, Hilltop had the option to redeem its Series A Preferred Stock, in whole or from time to time in part, at a cash redemption price equal to $25.00 per share, plus all accumulated, accrued and unpaid dividends, if any, to and including the redemption date.

On August 6, 2010, the Company called for redemption of all the outstanding shares of its Series A Preferred Stock. The Series A Preferred Stock was redeemed on September 6, 2010, at a cash redemption price of $25.2063 per share, representing the liquidation preference of $25.00 per share, plus accrued and unpaid dividends to, and including, the date of redemption.

On December 20, 2010, the Company filed Articles Supplementary with the Department of Assessments and Taxation of the State of Maryland, which was effective upon filing. The Articles Supplementary reclassified and designated 750,000 authorized but unissued shares of the 8.25% Series A Cumulative Redeemable Preferred Stock of the Company as authorized but unissued shares of preferred stock of the Company.

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Financial Instruments with Off-Balance Sheet Risk (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Unused commitments to extend credit
Financial Instruments with Off-Balance Sheet Risk
Outstanding commitments	$ 1,100.0
Standby letters of credit
Financial Instruments with Off-Balance Sheet Risk
Outstanding commitments	$ 36.5

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Other Noninterest Income and Expense (Tables)

12 Months Ended

Dec. 31, 2012

Other Noninterest Income and Expense

Schedule of components of other noninterest income and expense

The following tables show the components of other noninterest income and expense (in thousands).

	Year Ended December 31,
	2012			2011		2010
Other noninterest income:
Revenue from check and stored value cards	$	275		$	—	$	—
Net loss from trading securities portfolio	(646		)	—		—
Trust fees	411			—		—
Service charges on depositor accounts	724			—		—
Commission and insurance agency income	2,159			2,645		2,353
Direct bill fees and insurance service fee income	4,109			4,140		4,391
Other	1,541			—		—
	$	8,573		$	6,785	$	6,744
Other noninterest expense:
Marketing	$	2,245		$	—	$	—
Data processing	4,033			434		376
Unreimbursed loan closing costs	5,944			—		—
Amortization of intangible assets	1,986			1,525		1,643
Acquisition costs	6,570			2,603		1,271
Management fees	1,025			1,098		1,124
Accounting fees	2,269			852		793
Other professional services	5,004			412		693
Other	5,292			2,869		2,590
	$	34,368		$	9,793	$	8,490

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Loans and Allowance for Loan Losses (Tables)

12 Months Ended

Dec. 31, 2012

Loans and Allowance for Loan Losses

Summary of loans by category

Loans summarized by category at December 31, 2012 are as follows (in thousands).

Commercial and industrial	$	1,660,293
Real estate	1,184,237
Construction and land development	280,474
Consumer	27,392
	3,152,396
Allowance for loan losses	(3,409		)
Total loans, net of allowance	$	3,148,987

Summary of impaired loans by class

PCI loans at December 31, 2012 are summarized by class in the following table (in thousands).

	Unpaid						Total
	Contractual		Nonaccretable		Accretable		Recorded
	Principal Balance		Difference		Yield		Investment
Commercial and industrial:
Secured	$	91,633	$	24,982	$	6,114	$	67,967
Unsecured	12,198		8,707		472		3,419
Real estate:
Secured by commercial properties	66,736		15,816		7,294		55,519
Secured by residential properties	8,690		2,251		557		6,728
Construction and land development:
Residential construction loans	14,787		2,903		1,165		11,776
Commercial construction loans and land development	28,538		6,703		1,942		21,294
Consumer	92		16		9		77
	$	222,674	$	61,378	$	17,553	$	166,780

Schedule of analysis of the aging of entity's loan portfolio

An analysis of the aging of PlainsCapital’s loan portfolio at December 31, 2012 is shown in the following table (in thousands).

											Accruing Loans
	Loans Past Due		Loans Past Due		Total		Current		Total		Past Due
	30-89 Days		90 Days or More		Past Due Loans		Loans		Loans		90 Days or More
Commercial and industrial:
Secured	$	12,858	$	7,175	$	20,033	$	1,531,499	$	1,551,532	$	2,000
Unsecured	3		—		3		108,758		108,761		—
Real estate:
Secured by commercial properties	2,616		2,406		5,022		980,988		986,010		—
Secured by residential properties	3,075		199		3,274		194,953		198,227		—
Construction and land development:
Residential construction loans	156		2,435		2,591		99,825		102,416		—
Commercial construction loans and land development	696		2,374		3,070		174,988		178,058		—
Consumer	84		—		84		27,308		27,392		—
	$	19,488	$	14,589	$	34,077	$	3,118,319	$	3,152,396	$	2,000

Schedule of internal risk grades of loans by class

The following table presents the internal risk grades of loans, as previously described, in the portfolio at December 31, 2012 by class (in thousands).

	Pass		Special Mention		Substandard		Total
Commercial and industrial:
Secured	$	1,525,144	$	4,662	$	21,726	$	1,551,532
Unsecured	106,691		200		1,870		108,761
Real estate:
Secured by commercial properties	970,525		370		15,115		986,010
Secured by residential properties	194,667		—		3,560		198,227
Construction and land development:
Residential construction loans	98,021		—		4,395		102,416
Commercial construction loans and land development	171,806		3,482		2,770		178,058
Consumer	27,392		—		—		27,392
	$	3,094,246	$	8,714	$	49,436	$	3,152,396

Schedule of changes in the allowance for loan losses by portfolio segment

Changes in the allowance for loan losses for the month ended December 31, 2012, distributed by portfolio segment, are shown below (in thousands).

	Commercial and					Construction and
	Industrial			Real Estate		Land Development		Consumer		Total
Balance, December 1, 2012	$	—		$	—	$	—	$	—	$	—
Provision charged to operations	2,236			977		582		5		3,800
Loans charged off	(391		)	—		—		—		(391		)
Recoveries on charged off loans	—			—		—		—		—
Balance, end of year	$	1,845		$	977	$	582	$	5	$	3,409

Schedule of loan portfolio distributed by portfolio segment and impairment methodology

At December 31, 2012, the loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands).

	Commercial and				Construction and
	Industrial		Real Estate		Land Development		Consumer		Total
Acquired Loans:
Loans individually evaluated for impairment	$	71,386	$	62,247	$	33,070	$	77	$	166,780
Loans collectively evaluated for impairment	1,492,072		1,031,379		235,777		25,061		2,784,289
	$	1,563,458	$	1,093,626	$	268,847	$	25,138	$	2,951,069
Originated Loans:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment	96,835		90,611		11,627		2,254		201,327
	$	96,835	$	90,611	$	11,627	$	2,254	$	201,327
Total Loans:
Loans individually evaluated for impairment	$	71,386	$	62,247	$	33,070	$	77	$	166,780
Loans collectively evaluated for impairment	1,588,907		1,121,990		247,404		27,315		2,985,616
	$	1,660,293	$	1,184,237	$	280,474	$	27,392	$	3,152,396

Schedule of allowance for loan losses distributed by portfolio segment and impairment methodology

At December 31, 2012, the allowance for loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands).

	Commercial and				Construction and
	Industrial		Real Estate		Land Development		Consumer		Total
Acquired Loans:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment	—		—		—		—		—
	$	—	$	—	$	—	$	—	$	—
Originated Loans:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment	1,845		977		582		5		3,409
	$	1,845	$	977	$	582	$	5	$	3,409
Total Loans:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment	1,845		977		582		5		3,409
	$	1,845	$	977	$	582	$	5	$	3,409

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2012

Derivative Financial Instruments

Derivative Financial Instruments

22. Derivative Financial Instruments

The Bank and PrimeLending use various derivative financial instruments to mitigate interest rate risk. The Bank’s interest rate risk management strategy involves effectively modifying the re-pricing characteristics of certain assets and liabilities so that changes in interest rates do not adversely affect the net interest margin. PrimeLending has interest rate risk relative to its inventory of mortgage loans held for sale and IRLCs. PrimeLending is exposed to such rate risk from the time an IRLC is made to an applicant to the time the related mortgage loan is sold.

Non-Hedging Derivative Instruments and the Fair Value Option

As discussed in Note 3, PrimeLending has elected to measure substantially all mortgage loans held for sale at fair value under the provisions of the Fair Value Option. The election provides PrimeLending the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without applying complex hedge accounting provisions. PrimeLending and FSC provide IRLCs to their customers and execute forward purchase commitments to sell mortgage loans. The fair values of both IRLCs and purchase commitments are recorded in other assets or other liabilities, as appropriate. Changes in the fair values of these derivative instruments produced a net loss of $6.2 million for the month ended December 31, 2012, which was recorded as a component of gain on sale of loans within other noninterest income, as appropriate.

Derivative positions at December 31, 2012 are presented in the following table (in thousands).

	Notional		Estimated
	Amount		Fair Value
Derivative instruments
IRLCs	$	1,133,211	$	15,616
Interest rate swaps	1,969		25
Forward purchase commitments	1,586,930		(1,025		)

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Broker-Dealer and Clearing Organization Receivables and Payables

12 Months Ended

Dec. 31, 2012

Broker-Dealer and Clearing Organization Receivables and Payables

Broker-Dealer and Clearing Organization Receivables and Payables

23. Broker-Dealer and Clearing Organization Receivables and Payables

Broker-dealer and clearing organization receivables and payables at December 31, 2012 consisted of the following (in thousands). There were no broker-dealer and clearing organization receivables and payables at December 31, 2011.

Receivables:
Securities borrowed	$	103,936
Securities failed to deliver	33,045
Clearing organizations	8,543
Due from dealers	40
	$	145,564
Payables:
Securities loaned	$	115,102
Correspondents	41,414
Securities failed to receive	31,474
	$	187,990

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating Activities
Net loss	$ (5,098)	$ (6,531)	$ (548)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Provision for loan losses	3,800
Net losses on other real estate owned	7
Depreciation, amortization and accretion, net	(2,533)	1,714	1,788
Stock-based compensation expense	500	146	150
Amortization of debt issuance costs	182	400	197
Net realized gains on securities	(112)	(817)	(137)
Gain on sale of premises and equipment	(51)
Stock dividends received on securities	(26)
Deferred income taxes	(6,426)	(3,930)	1,488
Net change in prepaid FDIC assessments	150
Net change in assets segregated for regulatory purposes	(19,000)
Net change in trading securities	12,900
Net change in broker-dealer and clearing organization receivables	43,309
Net change in insurance premium and agents balance	(225)	(1,900)	(1,535)
Net change in deferred acquisition costs	(630)	(1,945)	(1,492)
Net change in reinsurance recoverables	7,294	19,794	(23,886)
Net change in fee award receivable	711
Net change in other assets	8,298	(3,712)	7,628
Net change in unearned insurance premiums	1,937	7,847	4,669
Net change in broker-dealer and clearing organization payables	(46,509)
Net change in loss and loss adjustment expense reserve	(10,823)	(14,047)	25,102
Net change in other liabilities	9,025	(341)	(3,573)
Net gains from sale of loans	(50,384)
Loans originated for sale	(1,344,577)
Proceeds from loans sold	1,512,202
Net cash provided by (used in) operating activities	113,921	(3,322)	9,851
Investing Activities
Proceeds from maturities and principal reductions of securities held to maturity		7,336	3,350
Proceeds from sales, maturities and principal reductions of securities available for sale	77,445	13,846	25,042
Purchases of securities held to maturity			(1,606)
Purchases of securities available for sale	(224,893)	(31,583)	(43,123)
Net change in loans	10,673	(50,000)
Purchases of premises and equipment and other assets	(17,412)	(296)	(322)
Proceeds from sales of premises and equipment and other real estate owned	1,377
Net cash from acquisitions	165,679
Net cash provided by (used in) investing activities	12,869	(60,697)	(16,659)
Financing Activities
Net change in deposits	207,997
Net change in short-term borrowings	(185,812)
Payments on notes payable	(766)	(6,900)
Payments to repurchase common stock	(1,298)
Dividends paid			(8,766)
Redemption of preferred stock			(125,000)
Net cash distributed to noncontrolling interest	(229)
Other, net	(40)
Net cash provided by (used in) financing activities	19,852	(6,900)	(133,766)
Net change in cash and cash equivalents	146,642	(70,919)	(140,574)
Cash and cash equivalents, beginning of year	578,520	649,439	790,013
Cash and cash equivalents, end of year	725,162	578,520	649,439
Supplemental Disclosures of Cash Flow Information
Cash paid for interest	10,371	8,780	8,799
Cash paid for income taxes, net of refunds	(184)	(811)	(1,907)
Supplemental Schedule of Non-Cash Activities
Preferred stock issued in acquisition	114,068
Common stock issued in acquisition	$ 387,583

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Deferred Policy Acquisition Cost

12 Months Ended

Dec. 31, 2012

Deferred Policy Acquisition Cost

Deferred Policy Acquisition Cost

24. Deferred Policy Acquisition Cost

Policy acquisition expenses, primarily commissions, premium taxes and underwriting expenses related to the successful issuance of a new or renewal policy incurred by NLASCO are deferred and charged against income ratably over the terms of the related policies.  A summary of the activity in deferred policy acquisition costs is as follows (in thousands).

	Year Ended December 31,
	2012			2011
Balance, beginning of year	$	19,182		$	17,237
Acquisition expenses capitalized	39,387			36,700
Amortization charged to income	(38,757		)	(34,755		)
Balance, end of year	$	19,812		$	19,182

Amortization is included in policy acquisition and other underwriting expenses in the accompanying consolidated statements of operations.

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Loans and Allowance for Loan Losses (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Loans and Allowance for Loan Losses
Loans past Due 30-89 Days	$ 19,488
Loans past Due 90 Days or More	14,589
Total Past Due Loans	34,077
Current Loans	3,118,319
Total loans	3,152,396
Accruing Loans Past Due 90 Days or More	2,000
Commercial and industrial
Loans and Allowance for Loan Losses
Total loans	1,660,293
Secured
Loans and Allowance for Loan Losses
Loans past Due 30-89 Days	12,858
Loans past Due 90 Days or More	7,175
Total Past Due Loans	20,033
Current Loans	1,531,499
Total loans	1,551,532
Accruing Loans Past Due 90 Days or More	2,000
Unsecured
Loans and Allowance for Loan Losses
Loans past Due 30-89 Days	3
Total Past Due Loans	3
Current Loans	108,758
Total loans	108,761
Real Estate
Loans and Allowance for Loan Losses
Total loans	1,184,237
Secured by commercial properties
Loans and Allowance for Loan Losses
Loans past Due 30-89 Days	2,616
Loans past Due 90 Days or More	2,406
Total Past Due Loans	5,022
Current Loans	980,988
Total loans	986,010
Secured by residential properties
Loans and Allowance for Loan Losses
Loans past Due 30-89 Days	3,075
Loans past Due 90 Days or More	199
Total Past Due Loans	3,274
Current Loans	194,953
Total loans	198,227
Construction and land development
Loans and Allowance for Loan Losses
Total loans	280,474
Residential construction loan
Loans and Allowance for Loan Losses
Loans past Due 30-89 Days	156
Loans past Due 90 Days or More	2,435
Total Past Due Loans	2,591
Current Loans	99,825
Total loans	102,416
Commercial construction loans and land development
Loans and Allowance for Loan Losses
Loans past Due 30-89 Days	696
Loans past Due 90 Days or More	2,374
Total Past Due Loans	3,070
Current Loans	174,988
Total loans	178,058
Consumer
Loans and Allowance for Loan Losses
Loans past Due 30-89 Days	84
Total Past Due Loans	84
Current Loans	27,308
Total loans	$ 27,392

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Segment and Related Information (Details) (USD $) In Thousands, unless otherwise specified	1 Months Ended	3 Months Ended								12 Months Ended
	Dec. 31, 2012 item	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Segment and Related Information
Number of reportable segments	4
Information about the revenues, operating results and assets
Net interest income (expense)		$ 25,168	$ 1,239	$ 1,218	$ 1,217	$ 920	$ 992	$ 112	$ 40	$ 28,842	$ 2,064	$ (817)
Provision for loan losses		3,800								3,800
Noninterest income		109,691	39,591	38,063	36,887	37,259	37,512	34,303	32,576	224,232	141,650	124,073
Noninterest expense		115,934	46,792	55,233	37,558	30,392	39,569	54,864	30,429	255,517	155,254	124,811
Loss before income taxes		15,125	(5,962)	(15,952)	546	7,787	(1,065)	(20,449)	2,187	(6,243)	(11,540)	(1,555)
Goodwill	253,770	253,770				23,988				253,770	23,988
Total assets	7,286,865	7,286,865				925,425				7,286,865	925,425
Banking
Information about the revenues, operating results and assets
Net interest income (expense)										24,885
Provision for loan losses										3,670
Noninterest income										4,601
Noninterest expense										16,130
Loss before income taxes										9,686
Goodwill	209,703	209,703								209,703
Total assets	6,195,775	6,195,775								6,195,775
Mortgage Origination
Information about the revenues, operating results and assets
Net interest income (expense)										(4,987)
Noninterest income										57,618
Noninterest expense										50,296
Loss before income taxes										2,335
Goodwill	13,071	13,071								13,071
Total assets	1,548,384	1,548,384								1,548,384
Insurance
Information about the revenues, operating results and assets
Net interest income (expense)										4,730
Noninterest income										154,147
Noninterest expense										163,585
Loss before income taxes										(4,708)
Goodwill	23,988	23,988								23,988
Total assets	305,699	305,699								305,699
Financial Advisory
Information about the revenues, operating results and assets
Net interest income (expense)										1,191
Provision for loan losses										130
Noninterest income										10,909
Noninterest expense										11,078
Loss before income taxes										892
Goodwill	7,008	7,008								7,008
Total assets	592,017	592,017								592,017
All Other and Eliminations
Information about the revenues, operating results and assets
Net interest income (expense)										3,023
Noninterest income										(3,043)
Noninterest expense										14,428
Loss before income taxes										(14,448)
Total assets	$ (1,355,010)	$ (1,355,010)								$ (1,355,010)

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Summary of Significant Accounting and Reporting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting and Reporting Policies

Nature of Operations

Nature of Operations

Hilltop Holdings Inc. (“Hilltop” or the “Company”), was organized in July 1998 as a Maryland corporation. Hilltop is a holding company that has endeavored, and continues to endeavor, to make acquisitions or effect business combinations.  In connection with this strategy, on November 30, 2012, and concurrent with the consummation of the merger with PlainsCapital Corporation (“PlainsCapital”), or the Merger, Hilltop became a financial holding company registered under the Bank Holding Company Act of 1956, as amended by the Gramm-Leach-Bliley Act of 1999.

PlainsCapital is a financial holding company, headquartered in Dallas, Texas, that provides, through its subsidiaries, an array of financial products and services. In addition to traditional banking services, PlainsCapital provides residential mortgage lending, investment banking, public finance advisory, wealth and investment management, treasury management, capital equipment leasing, fixed income sales, asset management, and correspondent clearing services. The operating results of Hilltop for the year ended December 31, 2012 include the results from the operations acquired in the PlainsCapital transaction for the month ended December 31, 2012. Certain disclosures within the notes to consolidated financial statements are specific to financial products and services of PlainsCapital and its subsidiaries and, therefore include information at December 31, 2012 and relating to the post-acquisition one month period ended December 31, 2012.

Prior to the consummation of the Merger with PlainsCapital, Hilltop’s primary operations were to provide fire and homeowners insurance to low value dwellings and manufactured homes primarily in Texas and other areas of the south, southeastern and southwestern United States through its wholly owned property and casualty insurance holding company, NLASCO, Inc., (“NLASCO”).

Hilltop’s common stock is listed on the New York Stock Exchange under the symbol “HTH”, and has no public trading history prior to February 12, 2004.

Basis of Presentation

Basis of Presentation

Hilltop owns 100% of the outstanding stock of PlainsCapital. PlainsCapital owns 100% of the outstanding stock of PlainsCapital Bank (the “Bank”) and 100% of the membership interest in PlainsCapital Equity, LLC. The Bank owns 100% of the outstanding stock of PrimeLending, a PlainsCapital Company (“PrimeLending”), PNB Aero Services, Inc. and PCB-ARC, Inc. The Bank has a 100% membership interest in First Southwest Holdings, LLC (“First Southwest”) and PlainsCapital Securities, LLC, as well as a 51% voting interest in PlainsCapital Insurance Services, LLC.

Hilltop also owns 100% of NLASCO, a Delaware corporation, which operates through its wholly owned subsidiaries, National Lloyds Insurance Company (“NLIC”) and American Summit Insurance Company (“ASIC”).

PrimeLending owns a 100% membership interest in PrimeLending Ventures Management, LLC, the controlling and sole managing member of PrimeLending Ventures, LLC (“Ventures”). Through a series limited liability company structure, Ventures establishes separate operating divisions with select business partners, such as home builders, to originate residential mortgage loans.

The principal subsidiaries of First Southwest are First Southwest Company (“FSC”), a broker-dealer registered with the Securities and Exchange Commission (the “SEC”) and the Financial Industry Regulatory Authority (“FINRA”), and First Southwest Asset Management, Inc., a registered investment advisor under the Investment Advisors Act of 1940.

The consolidated financial statements include the accounts of the above-named entities. All significant intercompany transactions and balances have been eliminated. Noncontrolling interests have been recorded for minority ownership in entities that are not wholly owned and are presented in compliance with the provisions of Noncontrolling Interest in Subsidiary Subsections of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), as discussed below.

PlainsCapital also owns 100% of the outstanding common stock of PCC Statutory Trusts I, II, III and IV (the “Trusts”), which are not included in the consolidated financial statements under the requirements of the Variable Interest Entities Subsections of the ASC, because the primary beneficiaries of the Trusts are not within the consolidated group.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates regarding the allowance for loan losses, the fair values of financial instruments, reserves for losses and loss adjustment expenses and the potential impairment of assets are particularly subject to change.

The presentation of Hilltop’s historical consolidated financial statements have been modified and certain items in the 2011 and 2010 financial statements have been reclassified to conform to the 2012 presentation, which is more consistent with that of a financial institution that provides an array of financial products and services.

Acquisition Accounting

Acquisition Accounting

Acquisitions are accounted for under the purchase method of accounting. Purchased assets, including identifiable intangible assets, and assumed liabilities are recorded at their respective acquisition date fair values. If the fair value of net assets purchased exceeds the consideration given, a “bargain purchase gain” is recognized. If the consideration given exceeds the fair value of the net assets received, goodwill is recognized.

Securities Purchased Under Agreements to Resell

Securities Purchased Under Agreements to Resell

Securities purchased under agreements to resell (reverse repurchase agreements or reverse repos) are treated as collateralized financings and are carried at the amounts at which the securities will subsequently be resold as specified in the agreements. PlainsCapital is in possession of collateral with a fair value equal to or in excess of the contract amounts.

Securities

Securities

Management classifies securities at the time of purchase and reassesses such designation at each balance sheet date. Transfers between categories from these reassessments are rare.  Securities held for resale to facilitate principal transactions with customers, as well as certain securities acquired in the PlainsCapital acquisition, are classified as trading, and are carried at fair value, with changes in fair value reflected in the consolidated statements of operations. Hilltop reports interest income on trading securities as interest income on securities and other changes in fair value as other noninterest income.

Securities held but not intended to be held to maturity or on a long-term basis are classified as available for sale. Securities included in this category are those that management intends to use as part of its asset/liability management strategy and that may be sold in response to changes in interest rates, resultant prepayment risk, and other factors related to interest rate and resultant prepayment risk changes. Securities available for sale are carried at fair value. Unrealized holding gains and losses on securities available for sale, net of taxes, are reported in other comprehensive income until realized. Premiums and discounts are recognized in interest income using the effective interest method and consider any optionality that may be embedded in the security.

Purchases and sales (and related gain or loss) of securities are recorded on the trade date, based on specific identification. Declines in the fair value of available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the other-than-temporary impairment (“OTTI”) is related to credit losses. The amount of the OTTI related to other factors is recognized in other comprehensive income. In estimating OTTI, management considers in developing its best estimate of cash flows, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the historic and implied volatility of the security, (iv) failure of the issuer to make scheduled interest payments and (v) changes to the rating of the security by a rating agency.

Loans Held for Sale

Loans Held for Sale

Loans held for sale consist primarily of single-family residential mortgages funded through PrimeLending. These loans are generally on the consolidated balance sheet for no more than 30 days. Substantially all mortgage loans originated by PrimeLending are sold in the secondary market, servicing released, although it may retain servicing in limited circumstances. Mortgage loans held for sale are carried at fair value under the provisions of the Fair Value Option Subsections of the ASC (“Fair Value Option”). Changes in the fair value of the loans held for sale are recognized in earnings and fees and costs associated with origination are recognized as incurred.  The specific identification method is used to determine realized gains and losses on sales of loans, which are reported as net gains (losses) in noninterest income. Loans sold are subject to certain indemnification provisions with investors, including the repurchase of loans sold and repayment of certain sales proceeds to investors under certain conditions. The Bank guarantees PrimeLending’s performance with respect to the indemnification provisions included in purchase agreements with certain third parties.

Loans

Loans

Originated Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the amount of unpaid principal reduced by unearned income, net unamortized deferred fees and an allowance for loan losses. Unearned income on installment loans and interest on other loans is recognized using the effective interest method. Net fees received for providing loan commitments and letters of credit that result in loans are deferred and amortized to interest income over the life of the related loan, beginning with the initial borrowing. Net fees on commitments and letters of credit that are not expected to be funded are amortized to noninterest income over the commitment period. Income on direct financing leases is recognized on a basis that achieves a constant periodic rate of return on the outstanding investment.

Impaired loans include non-accrual loans, troubled debt restructurings and partially charged-off loans. The accrual of interest on impaired loans is discontinued when, in management’s opinion, there is a clear indication that the borrower’s cash flow may not be sufficient to meet principal and interest payments as they become due according to the terms of the loan agreement, which is generally when a loan is 90 days past due unless the loan is both well secured and in the process of collection. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is charged against income. If the ultimate collectibility of principal, wholly or partially, is in doubt, any payment received on a loan on which the accrual of interest has been suspended is applied to reduce principal to the extent necessary to eliminate such doubt.  Once the collection of the remaining recorded loan balance is fully expected, interest income is recognized on a cash basis.

The Bank originates loans to customers primarily in Dallas, Fort Worth, Arlington, Lubbock, Austin and San Antonio, Texas. Although the Bank has diversified loan and leasing portfolios and, generally, holds collateral against amounts advanced to customers, its debtors’ ability to honor their contracts is substantially dependent upon the general economic conditions of the region and of the industries in which its debtors operate, which consist primarily of energy, agribusiness, wholesale/retail trade, construction and real estate. PrimeLending originates loans to customers in its offices, which are located throughout the United States. Substantially all mortgage loans originated by PrimeLending are sold in the secondary market, servicing released, although PrimeLending may retain servicing under certain conditions. FSC makes loans to customers through margin transactions.  FSC controls risk by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines, which may vary based upon market conditions. Securities owned by customers and held as collateral for margin loans are not included in the consolidated financial statements.

Acquired Loans

Management has defined the loans purchased in the PlainsCapital acquisition as acquired loans. Acquired loans are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan losses. Acquired loans were segregated between those considered to be credit impaired and those deemed performing. To make this determination, management considered such factors as past due status, nonaccrual status and credit risk ratings. The fair value of acquired performing loans was determined by discounting expected cash flows, both principal and interest, at prevailing market interest rates. The difference between the fair value and principal balances due at acquisition date, the fair value discount, is accreted into income over the estimated life of each loan.

Acquired impaired, or purchased credit impaired (“PCI”), loans showed evidence of credit deterioration that makes it probable that all contractually required principal and interest payments will not be collected. Their fair value was initially based on an estimate of cash flows, both principal and interest, expected to be collected, discounted at prevailing market rates of interest. Management estimated cash flows using key assumptions such as default rates, loss severity rates assuming default, prepayment speeds and estimated collateral values. The excess of cash flows expected to be collected from a loan over its estimated fair value at acquisition is referred to as the accretable yield and is recognized in interest income using an effective yield method over the remaining life of the loan. Subsequent to acquisition, management must update these estimates of cash flows expected to be collected at each reporting date. These updates require the continued use of key assumptions and estimates, similar to those used in the initial estimate of fair value.

PCI loans with an accretable yield are not classified as non-performing even though collection of contractual payments may be in doubt because income is accreted on a loan-by-loan basis.

Allowance for Loan Losses

Allowance for Loan Losses

Originated Loans

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses inherent in the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses inherent in the loan portfolio at the balance sheet date. The allowance for loan losses includes allowance allocations calculated in accordance with the Receivables and Contingencies Topics of the ASC. The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions, and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond PlainsCapital’s control, including the performance of PlainsCapital’s loan portfolio, the economy and changes in interest rates.

PlainsCapital’s allowance for loan losses consists of three elements: (i) specific valuation allowances established for probable losses on impaired loans; (ii) general historical valuation allowances calculated based on historical loan loss experience for homogenous loans with similar characteristics and trends; and (iii) valuation allowances to adjust general reserves based on recent economic conditions and other qualitative risk factors both internal and external to PlainsCapital.

Acquired Loans

Purchased loans acquired in a business combination are recorded at their estimated fair value on their purchase date with no carryover of the related allowance for loan losses. Performing acquired loans are subsequently evaluated for any required allowance at each reporting date. An allowance for loan losses is calculated using a methodology similar to that described above for originated loans. The allowance as determined for each loan is compared to the remaining fair value discount for that loan. If greater, the excess is recognized as an addition to the allowance through a provision for loan losses. If less than the discount, no additional allowance is recorded. Charge-offs and losses first reduce any remaining fair value discount for the loan and once the discount is depleted, losses are applied against the allowance established for that loan.

For PCI loans, cash flows expected to be collected are recast at each reporting date for each loan. These evaluations require the continued use and updating of key assumptions and estimates such as default rates, loss severity given default and prepayment speed assumptions, similar to those used for the initial fair value estimate. Management judgment must be applied in developing these assumptions. If expected cash flows for a loan decreases, an increase in the allowance for loan losses is made through a charge to the provision for loan losses. If expected cash flows for a loan increase, any previously established allowance for loan losses is reversed and any remaining difference increases the accretable yield which will be taken into income over the remaining life of the loan.

Assets Segregated for Regulatory Purposes

Assets Segregated for Regulatory Purposes

Under certain conditions, FSC may be required to segregate cash and securities in a special reserve account for the benefit of customers under Rule 15c3-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Assets segregated under the provisions of the Exchange Act are not available for general corporate purposes. FSC was required to segregate $19.0 million in cash and securities at December 31, 2012, which are included in other assets within the consolidated balance sheet. In addition, FSC was not required to segregate cash or securities in a special reserve account for the benefit of proprietary accounts of introducing broker-dealers at December 31, 2012.

Broker-Dealer and Clearing Organization Transactions

Broker-Dealer and Clearing Organization Transactions

Amounts recorded in broker-dealer and clearing organization receivables and payables include securities lending activities, as well as amounts related to securities transactions for either FSC customers or for the account of FSC. Securities-borrowed and securities-loaned transactions are generally reported as collateralized financings except where letters of credit or other securities are used as collateral. Securities-borrowed transactions require FSC to deposit cash, letters of credit, or other collateral with the lender. With respect to securities loaned, FSC receives collateral in the form of cash or other assets in an amount generally in excess of the market value of securities loaned. FSC monitors the market value of securities borrowed and loaned on a daily basis, with additional collateral obtained or refunded as necessary. Interest income and interest expense associated with collateralized financings is included in the accompanying consolidated statements of operations.

Insurance Premiums Receivable

Insurance Premiums Receivable

Insurance premiums receivable include premiums written and not yet collected. NLASCO routinely evaluates the receivable balance to determine if an allowance for uncollectible amounts is necessary. At December 31, 2012 and 2011, NLASCO determined that no valuation allowance was necessary.

Deferred Policy Acquisition Costs

Deferred Policy Acquisition Costs

Costs of acquiring insurance vary with and are primarily related to the successful acquisition of new and renewal business, primarily consisting of commissions, premium taxes and underwriting expenses, and are deferred and amortized over the terms of the policies or reinsurance treaties to which they relate. Proceeds from reinsurance transactions that represent recovery of acquisition costs reduce applicable unamortized acquisition costs in such a manner that net acquisition costs are capitalized and charged to expense in proportion to net revenue recognized. Future investment income is considered in determining the recoverability of deferred policy acquisition costs. NLASCO regularly reviews the categories of acquisition costs that are deferred and assesses the recoverability of this asset. A premium deficiency and a corresponding charge to income is recognized if the sum of the expected loss and loss adjustment expenses, unamortized policy acquisition costs, and maintenance costs exceed related unearned insurance premiums and anticipated investment income. At December 31, 2012 and 2011, there was no premium deficiency.

Reinsurance

Reinsurance

In the normal course of business, NLASCO seeks to reduce the loss that may arise from catastrophes or other events that could cause unfavorable underwriting results by reinsuring certain levels of risk in various areas of exposure with other insurance enterprises or reinsurers. Amounts recoverable from reinsurers are estimated in a manner consistent with the reinsured policy. NLASCO routinely evaluates the receivable balance to determine if any uncollectible balances exist.

Net insurance premiums earned, losses and loss adjustment expenses (“LAE”) and policy acquisition and other underwriting expenses are reported net of the amounts related to reinsurance ceded to other companies. Amounts recoverable from reinsurers related to the portions of the liability for losses and LAE and unearned insurance premiums ceded to them are reported as assets. Reinsurance assumed from other companies, including assumed premiums written and earned and losses and LAE, is accounted for in the same manner as direct insurance written.

Premises and Equipment

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization computed principally on the straight-line method over the estimated useful lives of the assets, which range between 3 and 40 years.  Gains or losses on disposals of premises and equipment are included in results of operations.

Other Real Estate Owned

Other Real Estate Owned

Real estate acquired through foreclosure is included in other assets within the consolidated balance sheets and is carried at management’s estimate of fair value less costs to sell. Any excess of recorded investment over fair value less cost to sell is charged against the allowance for loan losses when property is initially transferred to other real estate.  Subsequent to the initial transfer to other real estate, valuation adjustments are charged against earnings. Valuation adjustments, revenue and expenses from operations of the properties and resulting gains or losses on sale are included in other noninterest expense within the consolidated statements of operations.

Fee Award Receivable

Fee Award Receivable

In 2005, FSC participated in a monetization of future cash flows from several tobacco companies owed to a law firm under a settlement agreement (“Fee Award”). FSC estimated the amount and timing of the undiscounted expected cash flows from the receivable. The excess of the receivable’s cash flows expected to be collected over the amount paid is to be accreted into interest income over the remaining life of the receivable (accretable yield). Over the life of the Fee Award, FSC will continue to estimate cash flows expected to be collected and evaluate the receivable for possible impairment. The fee award receivable is included in other assets within the consolidated balance sheets.

Debt Issuance Costs

Debt Issuance Costs

The Company capitalizes debt issuance costs associated with financing of debt. These costs are amortized on a straight-line basis, which approximates the effective interest method, over the repayment term of the loans. Debt issuance costs of $0.2 million were amortized for each of the years ended December 31, 2012, 2011, and 2010, which is included in interest expense within the consolidated statements of operations. In 2011, an additional $0.2 million of the unamortized balance was written down as a result of NLASCO purchasing $6.9 million of the Hilltop senior exchangeable notes in the open market. At December 31, 2012 and 2011, accumulated amortization was $1.6 million and $1.4 million, respectively.

Goodwill

Goodwill

Goodwill, which represents the excess of cost over the fair value of the net assets acquired, is allocated to reporting units and tested for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount should be assessed. The Company performs required annual impairment tests of its goodwill as of December 31st for its insurance reporting unit, while the acquired banking, mortgage origination and financial advisory reporting units will be tested for impairment annually as of October 1st. Prior to testing goodwill for impairment, the Company has the option to assess on a qualitative basis whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If determined, based on its assessment of qualitative factors that it is more likely than not that fair value of a reporting unit is less than its carrying amount, the Company will proceed to test goodwill for impairment as a part of a two-step process. First, the Company determines the fair value of a reporting unit and compares it to its carrying amount. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill.

Intangibles and Other Long-Lived Assets

Intangibles and Other Long-Lived Assets

Intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. The Company’s intangible assets primarily relate to core deposits, customer and agent relationships, trade names and non-compete agreements. Intangible assets with definite useful lives are generally amortized on the straight-line method over their estimated lives, although certain intangibles, including core deposits and customer and agent relationships, are amortized on an accelerated basis. Amortization of intangible assets is recorded in other noninterest expense within the consolidated statements of operations. Intangible assets with indefinite useful lives are not amortized until their lives are determined to be definite. Intangible assets, premises and equipment, and other long-lived assets are tested for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Derivative Financial Instruments

Derivative Financial Instruments

PlainsCapital’s hedging policies permit the use of various derivative financial instruments to manage interest rate risk or to hedge specified assets and liabilities. In addition, PrimeLending executes interest rate lock commitments (“IRLCs”) with its customers, and FSC executes forward purchase commitments of mortgage-backed securities with its clients, that allow those customers to make mortgage loans at agreed upon rates. The IRLCs and forward purchase commitments meet the definition of a derivative under the provisions of the Derivatives and Hedging Topic of the ASC.

Derivatives are recorded at fair value in the consolidated balance sheets. To qualify for hedge accounting, derivatives must be highly effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the derivative contract. If derivative instruments are designated as hedges of fair values, the change in the fair value of both the derivative instrument and the hedged item are included in current earnings. Changes in the fair value of derivatives designated as hedges of cash flows are recorded in other comprehensive income. Actual cash receipts and/or payments and related accruals on derivatives related to hedges are recorded as adjustments to the line item where the hedged item’s effect on earnings is recorded.

During the life of the hedge, management formally assesses whether derivatives designated as hedging instruments continue to be highly effective in offsetting changes in the fair value or cash flows of hedged items. If management determines that a hedge has ceased to be highly effective, the Company will discontinue hedge accounting prospectively.  At such time, previous adjustments to the carrying value of the hedged item would be reversed into earnings, amounts recorded in other comprehensive income would be reclassified into earnings, the derivative instrument would be recorded at fair value and future changes in fair value would be reported in earnings.

Reserve for Losses and Loss Adjustment Expenses

Reserve for Losses and Loss Adjustment Expenses

The liability for losses and LAE includes an amount determined from loss reports and individual cases and an amount, based on past experience, for losses incurred but not reported. Such liabilities are necessarily based on estimates and, while management believes that the amount is adequate, the ultimate liability may be in excess of or less than the amounts provided. The methods for making such estimates and for establishing the resulting liability are continually reviewed, and any adjustments are reflected in earnings currently. The liability for losses and loss adjustment expenses has not been reduced for reinsurance recoverable.

Loss Contingencies

Loss Contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.

Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation expense for all share-based awards granted is based on the grant date fair value estimated in accordance with the provisions of the Stock Compensation Topic of the ASC. The Company recognizes these compensation costs for only those awards expected to vest over the service period of the award.

Advertising

Advertising

Advertising costs are expensed as incurred. Advertising expense totaled $0.4 million, $34 thousand and $0.1 million during the years ended December 31, 2012, 2011 and 2010, respectively.

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method.  Deferred tax assets and liabilities are recorded for the estimated future tax effects of the temporary difference between the tax basis and book basis of assets and liabilities reported in the accompanying consolidated balance sheets. The provision for income tax expense or benefit differs from the amounts of income taxes currently payable because certain items of income and expense included in the consolidated financial statements are recognized in different time periods by taxing authorities. Interest and penalties incurred related to tax matters are charged to other interest expense or other noninterest expense, respectively.

Benefits from uncertain tax positions are recognized in the consolidated financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority having full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of cumulative benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold are recognized in the reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold are derecognized in the reporting period in which that threshold is no longer met. The Company has not recorded any significant liabilities for uncertain tax positions.

Deferred tax assets, including net operating loss and tax credit carry forwards, are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that any portion of these tax attributes will not be realized. There was no valuation allowance recorded at December 31, 2012 or 2011.

Cash Flow Reporting

Cash Flow Reporting

For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as the amount included in the consolidated balance sheets caption “Cash and due from banks” and the portion of the amount in the caption “Federal funds sold and securities purchased under agreements to resell” that represents federal funds sold. Cash equivalents have original maturities of three months or less.

Basic and Diluted Net Income (Loss) Per Share

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares, while diluted net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of such common shares and dilutive share equivalents. Dilutive share equivalents result from the assumed exercise of employee stock options and redemption of senior exchangeable notes and are calculated using the treasury stock method.

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies

Schedule of future minimum lease payments under non-cancelable operating and capital leases

Future minimum lease payments under these agreements follow (in thousands).

	Operating Leases		Capital Leases
2013	$	19,308	$	1,063
2014	16,517		1,080
2015	13,085		1,090
2016	10,440		1,103
2017	8,976		1,129
Thereafter	34,608		10,680
Total minimum lease payments	$	102,934	16,145
Amount representing interest			(4,475		)
Present value of minimum lease payments			$	11,670

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Acquisition (Details 3) (Plains Capital, Acquired Impaired, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Plains Capital | Acquired Impaired
Changes in the accretable yield for the acquired impaired loans
Balance at the beginning of the period	$ 18,427
Disposals of loans	22
Accretion	851
Balance at the end of the period	$ 17,554

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Assets
Cash and due from banks	$ 720,741	$ 578,520
Federal funds sold and securities purchased under agreements to resell	4,421
Securities:
Trading, at fair value	90,113
Available for sale, at fair value (amortized cost of $978,502 and $202,688, respectively)	990,953	224,200
Total securities	1,081,066	224,200
Loans held for sale	1,399,944
Loans, net of unearned income	3,152,396
Allowance for loan losses	(3,409)
Loans, net	3,148,987
Broker-dealer and clearing organization receivables	145,564
Insurance premiums receivable	24,615	24,390
Deferred policy acquisition costs	19,812	19,182
Reinsurance receivable, net of uncollectible amounts	18,567	25,861
Premises and equipment, net	111,381	2,128
Other assets	280,259	18,082
Goodwill	253,770	23,988
Other intangible assets, net	77,738	9,074
Total assets	7,286,865	925,425
Deposits:
Noninterest-bearing	323,367
Interest-bearing	4,377,094
Total deposits	4,700,461
Broker-dealer and clearing organization payables	187,990
Reserve for losses and loss adjustment expenses	34,012	44,835
Unearned insurance premiums	82,598	80,661
Short-term borrowings	728,250
Notes payable	141,539	131,450
Junior subordinated debentures	67,012
Other liabilities	198,453	13,096
Total liabilities	6,140,315	270,042
Commitments and contingencies
Hilltop Holdings stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized; Series B, liquidation value per share of $1,000; 114,068 and 0 shares issued and outstanding, respectively	114,068
Common stock, $0.01 par value, 100,000,000 shares authorized; 83,487,340 and 56,500,828 shares issued and outstanding, respectively	835	565
Additional paid-in capital	1,304,707	918,192
Accumulated other comprehensive income	8,094	13,983
Accumulated deficit	(283,208)	(277,357)
Total Hilltop Holdings stockholders' equity	1,144,496	655,383
Noncontrolling interest	2,054
Total stockholders' equity	1,146,550	655,383
Total liabilities and stockholders' equity	$ 7,286,865	$ 925,425

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Cash and Due from Banks (Tables)

12 Months Ended

Dec. 31, 2012

Cash and Due from Banks

Schedule of cash and due from banks

Cash and due from banks consisted of the following (in thousands).

	December 31,
	2012		2011
Cash on hand	$	18,903	$	—
Clearings and collection items	95,424		—
Deposits at Federal Reserve Bank	312,667		—
Deposits at Federal Home Loan Bank	1,499		—
Deposits in FDIC-insured institutions	292,248		578,520
	$	720,741	$	578,520

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Employee Benefits (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	1 Months Ended	12 Months Ended
	Nov. 30, 2012 item	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2001
Employee Benefits
Matching contribution			$ 0.7	$ 0.2	$ 0.1
Liability recorded		8.9	8.9
Number of executive officers of PlainsCapital with retention agreements	2
Flexible premium universal life insurance
Amount of insurance purchased						15.0
Carrying value of the policies		24.1	24.1
Income related to the policies		$ 0.1

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Reinsurance Activity (Details 3) (USD $)	12 Months Ended			0 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Jan. 02, 2013 Multi-line excess of loss coverage	Dec. 31, 2012 Multi-line excess of loss coverage	Dec. 31, 2012 Catastrophic coverage	Dec. 31, 2011 Catastrophic coverage	Dec. 31, 2010 Catastrophic coverage	Dec. 31, 2012 Catastrophic coverage First layer of protection	Dec. 31, 2012 Catastrophic coverage Second layer of protection	Dec. 31, 2012 Catastrophic coverage Third layer of protection	Dec. 31, 2012 Catastrophic coverage Fourth layer of protection	Dec. 31, 2012 Catastrophic coverage Hurricane Ike	Dec. 31, 2011 Catastrophic coverage Hurricane Ike	Dec. 31, 2010 Catastrophic coverage Hurricane Ike	Dec. 31, 2012 Catastrophic coverage Hurricane Dolly	Dec. 31, 2011 Catastrophic coverage Hurricane Dolly	Dec. 31, 2010 Catastrophic coverage Hurricane Dolly	Dec. 31, 2011 Catastrophic coverage Hurricanes Ike and Dolly	Dec. 31, 2010 Catastrophic coverage Hurricanes Ike and Dolly	Dec. 31, 2012 ASIC Catastrophic coverage	Dec. 31, 2012 NLIC Catastrophic coverage	Dec. 31, 2012 NLASCO Catastrophic coverage item	Dec. 31, 2010 NLASCO Catastrophic coverage item	Dec. 31, 2012 NLIC and ASIC Catastrophic coverage Maximum
Reinsurance activity
Loss amount covered under reinsurance contract				$ 700,000	$ 775,000					$ 25,000,000	$ 50,000,000	$ 100,000,000
Reinsurance retention amount				300,000	225,000				8,000,000												1,500,000	8,000,000			8,000,000
Number of layers of protection under reinsurance																							4
Reinsurance coverage in losses per event									17,000,000	25,000,000	50,000,000	70,000,000											170,000,000
Premiums on treaties																					2,800,000	10,100,000
Number of significant catastrophe experienced																								1
Net loss and LAE incurred	109,159,000	96,734,000	70,943,000
Incurred losses																							8,300,000
Reinsurance recoverable favorable (loss)	(7,294,000)	(19,794,000)	23,886,000																7,000,000	(800,000)
Reinstatement premiums						500,000	100,000	2,500,000
Increase (decrease) in ultimate loss development													1,400,000	(9,300,000)	25,000,000	600,000	1,000,000	3,900,000
Additional (benefit) reinstatement premiums													$ 600,000	$ (400,000)	$ 1,100,000	$ (100,000)	$ (300,000)	$ 900,000

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Unrealized gains (losses) on securities available for sale, tax	$ (3,172)	$ 4,692	$ 928

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Current:
Federal									$ 4,346	$ (966)	$ (538)
State									935		(587)
Total									5,281	(966)	(1,125)
Deferred:
Federal									(5,649)	(4,043)	118
State									(777)
Total									(6,426)	(4,043)	118
Income tax provision (benefit)	5,809	(1,914)	(5,243)	203	2,743	(1,313)	(7,216)	777	(1,145)	(5,009)	(1,007)
Statutory Federal income tax rate (as a percent)									35.00%
Reconciliation of the income tax provision (benefit) and the amount that would be computed by applying the statutory federal income tax rate to loss before income taxes
Computed tax at federal statutory rate									(2,185)	(4,039)	(544)
Tax effect of:
Life insurance									(18)
Tax-exempt income, net									(151)
State income taxes									103		(587)
Nondeductible expenses									352	(970)	124
Nondeductible transaction costs									1,151
Minority interest									(174)
Prior year return to provision adjustment									(150)
Other									(73)
Income tax provision (benefit)	5,809	(1,914)	(5,243)	203	2,743	(1,313)	(7,216)	777	(1,145)	(5,009)	(1,007)
Deferred tax assets:
Net operating loss carryforwards	16,377				19,598				16,377	19,598
Purchase accounting adjustment - loans	50,752								50,752
Allowance for loan losses	1,235								1,235
Compensation and benefits	15,246								15,246
Indemnification agreements	8,242								8,242
Losses and LAE discounting	505				482				505	482
Unearned premiums	5,682				5,424				5,682	5,424
Non-accrual loan interest	1,497								1,497
Partnership investments	1,050								1,050
Foreclosed property	3,701								3,701
AMT credit carryforwards	769				769				769	769
Other	3,413				1,095				3,413	1,095
Deferred tax assets	108,469				27,368				108,469	27,368
Deferred tax liabilities:
Premises and equipment	10,109								10,109
Intangible assets	30,068				3,684				30,068	3,684
Derivatives	12,213								12,213
Net other comprehensive income	4,337								4,337
Deferred policy acquisition costs	6,934				6,714				6,934	6,714
Securities	8,665				8,616				8,665	8,616
Other	3,110								3,110
Total	75,436				19,014				75,436	19,014
Net deferred tax asset	$ 33,033				$ 8,354				$ 33,033	$ 8,354

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Deferred Policy Acquisition Cost (Tables)

12 Months Ended

Dec. 31, 2012

Deferred Policy Acquisition Cost

Schedule of activity in deferred policy acquisition costs

A summary of the activity in deferred policy acquisition costs is as follows (in thousands).

	Year Ended December 31,
	2012			2011
Balance, beginning of year	$	19,182		$	17,237
Acquisition expenses capitalized	39,387			36,700
Amortization charged to income	(38,757		)	(34,755		)
Balance, end of year	$	19,812		$	19,182

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Commitments and Contingencies (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Commitments and Contingencies
Rental expense under the operating leases	$ 2,900,000	$ 500,000	$ 600,000
Future minimum lease payments under operating leases
2013	19,308,000
2014	16,517,000
2015	13,085,000
2016	10,440,000
2017	8,976,000
Thereafter	34,608,000
Total minimum lease payments	102,934,000
Future minimum lease payments under capital leases
2013	1,063,000
2014	1,080,000
2015	1,090,000
2016	1,103,000
2017	1,129,000
Thereafter	10,680,000
Total minimum lease payments	16,145,000
Amount representing interest	(4,475,000)
Present value of minimum lease payments	$ 11,670,000
Minimum
Commitments and Contingencies
Remaining terms of noncancelable operating leases	1 year
Remaining term of capital leases	12 years
Maximum
Commitments and Contingencies
Remaining terms of noncancelable operating leases	16 years
Remaining term of capital leases	16 years

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Segment and Related Information

12 Months Ended

Dec. 31, 2012

Segment and Related Information

Segment and Related Information

27. Segment and Related Information

Hilltop has four reportable segments that are organized primarily by the core products offered to the segments’ respective customers. The banking segment includes the operations of the Bank. The operations of PrimeLending comprise the mortgage origination segment. The insurance segment is composed of NLASCO. The financial advisory segment is composed of First Southwest.

Balance sheet amounts for Hilltop and its remaining subsidiaries not discussed in the previous paragraph are included in “All Other and Eliminations.”

As discussed in Note 1 to the consolidated financial statements, the Company acquired PlainsCapital and its subsidiaries on November 30, 2012. Prior to this acquisition, Hilltop operated as a single segment through its insurance subsidiary, NLASCO, given the integrated monitoring, control and management of its fire and homeowners insurance business lines.

The following tables present certain information about reportable segment revenues, operating results, goodwill and assets at and for the year ended December 31, 2012 (in thousands).

			Mortgage						Financial		All Other and			Hilltop
	Banking		Origination			Insurance			Advisory		Eliminations			Consolidated
Net interest income (expense)	$	24,885	$	(4,987	)	$	4,730		$	1,191	$	3,023		$	28,842
Provision for loan losses	3,670		—			—			130		—			3,800
Noninterest income	4,601		57,618			154,147			10,909		(3,043		)	224,232
Noninterest expense	16,130		50,296			163,585			11,078		14,428			255,517
Income (loss) before income taxes	$	9,686	$	2,335		$	(4,708	)	$	892	$	(14,448	)	$	(6,243	)
Goodwill	$	209,703	$	13,071		$	23,988		$	7,008	$	—		$	253,770
Total assets	$	6,195,775	$	1,548,384		$	305,699		$	592,017	$	(1,355,010	)	$	7,286,865

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Selected Quarterly Financial Information (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2012

Selected Quarterly Financial Information (Unaudited)

Schedule of quarterly financial information

Selected quarterly financial information for the years ended December 31, 2012 and 2011 is summarized as follows (in thousands, except per share data).

	Year Ended December 31, 2012
	Fourth		Third			Second			First
	Quarter		Quarter			Quarter			Quarter
Interest income	$	28,954	$	3,379		$	3,349		$	3,356
Interest expense	3,786		2,140			2,131			2,139
Net interest income	25,168		1,239			1,218			1,217
Provision for loan losses	3,800		—			—			—
Noninterest income	109,691		39,591			38,063			36,887
Noninterest expense	115,934		46,792			55,233			37,558
Income (loss) before income taxes	15,125		(5,962		)	(15,952		)	546
Income tax provision (benefit)	5,809		(1,914		)	(5,243		)	203
Net income (loss)	9,316		(4,048		)	(10,709		)	343
Less: Net income attributable to noncontrolling interest	494		—			—			—
Net income (loss) attributable to Hilltop Holdings	$	8,822	$	(4,048	)	$	(10,709	)	$	343
Dividends on preferred stock	259		—			—			—
Income (loss) applicable to Hilltop Holdings common stockholders	$	8,563	$	(4,048	)	$	(10,709	)	$	343
Earnings (loss) per common share:
Basic	$	0.13	$	(0.07	)	$	(0.19	)	$	0.01
Diluted	$	0.13	$	(0.07	)	$	(0.19	)	$	0.01

	Year Ended December 31, 2011
	Fourth		Third			Second			First
	Quarter		Quarter			Quarter			Quarter
Interest income	$	3,243	$	3,233		$	2,357		$	2,216
Interest expense	2,323		2,241			2,245			2,176
Net interest income	920		992			112			40
Noninterest income	37,259		37,512			34,303			32,576
Noninterest expense	30,392		39,569			54,864			30,429
Income (loss) before income taxes	7,787		(1,065		)	(20,449		)	2,187
Income tax provision (benefit)	2,743		(1,313		)	(7,216		)	777
Net income (loss)	$	5,044	$	248		$	(13,233	)	$	1,410
Earnings (loss) per common share:
Basic	$	0.09	$	0.00		$	(0.23	)	$	0.02
Diluted	$	0.09	$	0.00		$	(0.23	)	$	0.02

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Employee Benefits

12 Months Ended

Dec. 31, 2012

Employee Benefits

Employee Benefits

14. Employee Benefits

Hilltop and its subsidiaries have benefit plans that provide for elective deferrals by employees under Section 401(k) of the Internal Revenue Code. Employee contributions are determined by the level of employee participation and related salary levels per Internal Revenue Service regulations. Hilltop and its subsidiaries match a portion of employee contributions to the plan based on entity-specific factors including the level of normal operating earnings and the amount of eligible employees’ contributions and salaries. The amount charged to operating expense for this matching contribution totaled $0.7 million in 2012, $0.2 million in 2011 and $0.1 million in 2010.

In connection with the Merger, PlainsCapital is in the process of terminating its employee stock ownership plan (“ESOP”) and distributing the assets held by the ESOP (consisting of cash and shares of Hilltop common stock) to ESOP participants.

Effective upon the completion of the Merger, the Company recorded a liability of $8.9 million associated with separate retention agreements entered into between Hilltop and two executive officers of PlainsCapital.

The Bank purchased $15.0 million of flexible premium universal life insurance in 2001 to help finance the annual expense incurred in providing various employee benefits. At December 31, 2012, the carrying value of the policies included in other assets was $24.1 million. For the month ended December 31, 2012, the Bank recorded income of $0.1 million related to the policies that was reported in other noninterest income within the consolidated statement of operations.

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Earnings (Loss) per Common Share

12 Months Ended

Dec. 31, 2012

Earnings (Loss) per Common Share

Earnings (Loss) per Common Share

28. Earnings (Loss) per Common Share

The following table presents the computation of basic and diluted loss per common share (in thousands, except per share data).

	Year Ended December 31,
	2012			2011			2010
Loss applicable to Hilltop Holdings common stockholders	$	(5,592	)	$	(6,531	)	$	(548	)
Dividends on preferred stock	(259		)	—			(7,047		)
Redemption of preferred stock	—			—			(5,892		)
Loss applicable to Hilltop Holdings common stockholders for basic loss per common share	$	(5,851	)	$	(6,531	)	$	(13,487	)
Basic shares outstanding	58,754			56,499			56,492
Diluted shares outstanding	58,754			56,499			56,492
Basic loss per common share	$	(0.10	)	$	(0.12	)	$	(0.24	)
Diluted loss per common share	$	(0.10	)	$	(0.12	)	$	(0.24	)
Weighted-average equivalent shares excluded from diluted loss:
Senior exchangeable notes	6,208			6,208			6,718
Stock options	600			700			100
Total	6,808			6,908			6,818

For each of the years ended December 31, 2012, 2011 and 2010, the computation of diluted net loss per common share did not include the shares of senior exchangeable notes as their inclusion would have been anti-dilutive. Options to purchase common stock for the years ended December 31, 2012, 2011 and 2010 were not included in the computation of diluted net loss per common share as their exercise prices were in excess of the average stock prices for the periods presented.

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Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended		0 Months Ended	11 Months Ended		12 Months Ended	1 Months Ended
	Nov. 30, 2012 item	Dec. 31, 2012 Indemnification liability established by mortgage origination segment	Nov. 30, 2012 Retention agreements item	Nov. 30, 2012 Retention agreements Executive officer one	Nov. 30, 2012 Retention agreements Executive officer two	Dec. 31, 2012 Bank	Nov. 30, 2006 FSC Lawsuits resulting from investigations of industry-wide practices by SEC and DOJ item	Dec. 31, 2012 FSC Lawsuits resulting from investigations of industry-wide practices by SEC and DOJ item
Commitments and Contingencies
Aggregate amount of federal funds purchased and sold for which the Bank acts as an agent on behalf of certain correspondent banks						$ 16.0
Minimum number of firms included in investigation							30
Number of individual lawsuits in which the entity has been named as defendant								20
Liability for the indemnification reserve		$ 19.0
Number of executive officers	2		2
Renewal period of contract				1 year	1 year
Retention agreement term				3 years	2 years
Period from date of agreement at which initial renewal of agreement may occur				2 years
Number of employment contracts on termination of which additional severance pay benefits will be payable			2

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies

Commitments and Contingencies

16. Commitments and Contingencies

The Bank acts as agent on behalf of certain correspondent banks in the purchase and sale of federal funds that aggregated $16.0 million at December 31, 2012.

Legal Matters

In November 2006, FSC received subpoenas from the SEC and the United States Department of Justice (“DOJ”) in connection with an investigation of possible antitrust and securities law violations, including bid-rigging, in the procurement of guaranteed investment contracts and other investment products for the reinvestment of bond proceeds by municipalities. The investigation is industry-wide and includes approximately 30 or more firms, including some of the largest U.S. investment firms.

As a result of these SEC and DOJ investigations into industry-wide practices, FSC was initially named as a co-defendant in cases filed in several different federal courts by various state and local governmental entities suing on behalf of themselves and a purported class of similarly situated governmental entities and a similar set of lawsuits filed by various California local governmental entities suing on behalf of themselves and a purported class of similarly situated governmental entities.  All claims asserted against FSC in these purported class actions were subsequently dismissed. However, the plaintiffs in these purported class actions have filed amended complaints against other entities, and FSC is identified in these complaints not as a defendant, but as an alleged co-conspirator with the named defendants.

Additionally, as a result of these SEC and DOJ investigations into industry-wide practices, FSC has been named as a defendant in 20 individual lawsuits. These lawsuits have been brought by several California public entities and two New York non-profit corporations that do not seek to certify a class. The Judicial Panel on Multidistrict Litigation has transferred these cases to the United States District Court, Southern District of New York. The California plaintiffs allege violations of Section 1 of the Sherman Act and the California Cartwright Act.  The New York plaintiffs allege violations of Section 1 of the Sherman Act and the New York Donnelly Act. The allegations against FSC are very limited in scope. FSC has filed answers in each of the twenty lawsuits denying the allegations and asserting several affirmative defenses. FSC intends to defend itself vigorously in these individual actions. The relief sought is unspecified monetary damages.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated.

Hilltop and its subsidiaries are defendants in various other legal matters arising in the normal course of business. Management believes that the ultimate liability, if any, arising from these matters, and the matters discussed above will not materially affect our consolidated financial condition, results of operations or cash flows taken as a whole.

Other Contingencies

The mortgage origination segment may be responsible for errors or omissions relating to its representations and warranties that the loans sold meet certain requirements, including representations as to underwriting standards and the validity of certain borrower representations in connection with the loan. If determined to be at fault, the mortgage origination segment either repurchases the loans from the investors or reimburses the investors’ losses (a “make-whole” payment). The mortgage origination segment has established an indemnification liability for such probable losses based upon, among other things, the level of current unresolved repurchase requests, the volume of estimated probable future repurchase requests, our ability to cure the defects identified in the repurchase requests, and the severity of the estimated loss upon repurchase. At December 31, 2012, the liability for the indemnification reserve totaled $19.0 million. Although management considers this reserve to be appropriate, there can be no assurance that the reserve will prove to be appropriate over time to cover ultimate losses, due to unanticipated adverse changes in the economy and historical loss patterns, discrete events adversely affecting specific borrowers or industries, and/or actions taken by institutions or investors. The impact of such matters will be considered in the reserving process when known.

Effective upon completion of the Merger, Hilltop entered into separate retention agreements with two executive officers of PlainsCapital, one having an initial term of three years (with automatic one-year renewals at the end of two years and each anniversary thereof) and the other having an initial term of two years (with automatic one-year renewals at the end of the first year and each anniversary thereof). Each of these retention agreements provides for severance pay benefits if the executive officer’s employment is terminated without “cause”.

In addition to these retention agreements, PlainsCapital and its subsidiaries maintain employment contracts with certain executive officers and severance agreements with certain other senior officers that provide severance pay benefits in the event of a “change in control” as defined in these agreements. Each of these agreements will expire on the second anniversary following the effective date of the Merger. Given that the Merger constitutes a “change in control” of PlainsCapital, severance pay benefits will be payable if an officer subject to one of these employment or severance agreements is terminated without cause prior to the second anniversary of the effective date of the Merger. Prior to expiration of these agreements, similar severance pay benefits will be payable in the event of termination of such officer without “cause” following a change in control of Hilltop.

Hilltop and its subsidiaries lease space, primarily for branch facilities and automated teller machines, under noncancelable operating leases with remaining terms, including renewal options, of 1 to 16 years and under capital leases with remaining terms of 12 to 16 years. Rental expense under the operating leases was $2.9 million, $0.5 million and $0.6 million in 2012, 2011 and 2010, respectively. Future minimum lease payments under these agreements follow (in thousands).

	Operating Leases		Capital Leases
2013	$	19,308	$	1,063
2014	16,517		1,080
2015	13,085		1,090
2016	10,440		1,103
2017	8,976		1,129
Thereafter	34,608		10,680
Total minimum lease payments	$	102,934	16,145
Amount representing interest			(4,475		)
Present value of minimum lease payments			$	11,670

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Summary of Significant Accounting and Reporting Policies (Details 3) (USD $) In Millions, unless otherwise specified		12 Months Ended
	Dec. 30, 2012	Dec. 31, 2012 Premises and Equipment Minimum	Dec. 31, 2012 Premises and Equipment Maximum
Premises and Equipment
Estimated useful lives		3 years	40 years
Assets Segregated for Regulatory Purposes
Amount required to be segregated in cash and securities	$ 19.0

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Broker-Dealer and Clearing Organization Receivables and Payables (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Receivables
Securities borrowed	$ 103,936
Securities failed to deliver	33,045
Clearing organizations	8,543
Due from dealers	40
Total receivables	145,564
Payables
Securities loaned	115,102
Correspondents	41,414
Securities failed to receive	31,474
Total Payables	$ 187,990

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	Total Hilltop Holdings Stockholders' Equity	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Noncontrolling Interest
Balance at Dec. 31, 2009	$ 783,777	$ 783,777	$ 119,108	$ 565	$ 917,896	$ 3,547	$ (257,339)
Balance (in shares) at Dec. 31, 2009			5,000,000	56,485,000
Increase (Decrease) in Stockholders' Equity
Net loss	(548)	(548)					(548)
Other comprehensive income (loss)	1,723	1,723				1,723
Redemption of preferred stock	(125,000)	(125,000)	(119,108)				(5,892)
Redemption of preferred stock (in shares)			(5,000,000)
Common stock issued to board members	111	111			111
Common stock issued to board members (in shares)	10,163			10,000
Repurchase and retirement of common stock	(2)	(2)			(2)
Stock-based compensation expense	41	41			41
Dividends on preferred stock	(7,047)	(7,047)					(7,047)
Balance at Dec. 31, 2010	653,055	653,055		565	918,046	5,270	(270,826)
Balance (in shares) at Dec. 31, 2010				56,495,000
Increase (Decrease) in Stockholders' Equity
Net loss	(6,531)	(6,531)					(6,531)
Other comprehensive income (loss)	8,713	8,713				8,713
Common stock issued to board members	48	48			48
Common stock issued to board members (in shares)	5,418			6,000
Stock-based compensation expense	98	98			98
Balance at Dec. 31, 2011	655,383	655,383		565	918,192	13,983	(277,357)
Balance (in shares) at Dec. 31, 2011				56,501,000
Increase (Decrease) in Stockholders' Equity
Net loss	(5,098)	(5,592)					(5,592)	494
Other comprehensive income (loss)	(5,889)	(5,889)				(5,889)
Issuance of preferred stock	114,068	114,068	114,068
Issuance of preferred stock (in shares)			114,068,000
Issuance of common stock	387,583	387,583		271	387,312
Issuance of common stock (in shares)				27,123,000
Common stock issued to board members	50	50			50
Common stock issued to board members (in shares)	5,183			4,000
Repurchase and retirement of common stock	(1,298)	(1,298)		(1)	(1,297)
Repurchase and retirement of common stock (in shares)				(141,000)
Stock-based compensation expense	450	450			450
Dividends on preferred stock	(259)	(259)					(259)
Acquired noncontrolling interest	1,789							1,789
Cash distributions to noncontrolling interest	(229)							(229)
Balance at Dec. 31, 2012	$ 1,146,550	$ 1,144,496	$ 114,068	$ 835	$ 1,304,707	$ 8,094	$ (283,208)	$ 2,054
Balance (in shares) at Dec. 31, 2012			114,068,000	83,487,000

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
CONSOLIDATED BALANCE SHEETS
Available for sale, amortized cost (in dollars)	$ 978,502	$ 202,688
Statement
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	83,487,340	56,500,828
Common stock, shares outstanding	83,487,340	56,500,828
Series B Preferred Stock
Statement
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, liquidation value per share (in dollars per share)	$ 1,000.00	$ 1,000.00
Preferred stock, shares issued	114,068	0
Preferred stock, shares outstanding	114,068	0

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Deposits

12 Months Ended

Dec. 31, 2012

Deposits

Deposits

9. Deposits

Deposits at December 31, 2012 are summarized as follows (in thousands). There were no deposits at December 31, 2011.

Noninterest-bearing demand	$	323,367
Interest-bearing:
NOW accounts	106,562
Money market	2,357,109
Brokered - money market	263,193
Demand	75,308
Savings	180,367
Time	1,175,432
Brokered - time	219,123
	$	4,700,461

At December 31, 2012, the scheduled maturities of interest-bearing time deposits are as follows (in thousands).

2013	$	1,029,678
2014	225,452
2015	60,977
2016	35,523
2017	42,925
	$	1,394,555

No interest-bearing time deposits mature after 2017.

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Regulatory Matters (Details 2) (Texas Department of Insurance, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
National Lloyds Insurance Company
Insurance
Capital and surplus	$ 94,558	$ 94,154	$ 94,081
Statutory net income (loss)	(3,858)	(133)	7,010
American Summit Insurance Company
Insurance
Capital and surplus	25,761	24,554	25,216
Statutory net income (loss)	$ 972	$ (541)	$ 642

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Junior Subordinated Debentures and Trust Preferred Securities (Details) (USD $)		12 Months Ended						12 Months Ended
	Dec. 31, 2012 Plains Capital item	Dec. 31, 2012 Plains Capital Special-purpose entity, parent not primary beneficiary Debentures Four statutory trusts	Jul. 31, 2001 Plains Capital Special-purpose entity, parent not primary beneficiary Debentures PCC Statutory Trust I	Mar. 26, 2003 Plains Capital Special-purpose entity, parent not primary beneficiary Debentures PCC Statutory Trust II	Sep. 17, 2003 Plains Capital Special-purpose entity, parent not primary beneficiary Debentures PCC Statutory Trust III	Feb. 22, 2008 Plains Capital Special-purpose entity, parent not primary beneficiary Debentures PCC Statutory Trust IV	Dec. 31, 2012 Plains Capital Connecticut item	Dec. 31, 2012 Four statutory trusts Special-purpose entity, parent not primary beneficiary Floating rate preferred securities	Dec. 31, 2012 Four statutory trusts Special-purpose entity, parent not primary beneficiary Common stock
Junior subordinated debentures and trust preferred securities
Number of statutory trusts owned by subsidiary	4
Number of statutory trusts owned by subsidiary, which were formed under laws of state of Connecticut							3
Floating rate preferred securities issued by the trusts								$ 65,000,000	$ 2,012,000
Amount			$ 18,042,000	$ 18,042,000	$ 15,464,000	$ 15,464,000
Stated term		30 years
Variable rate basis		3-month LIBOR
Average spread on variable rate basis (as a percent)		3.22%
Average interest rate (as a percent)		3.53%

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Short-term Borrowings (Details) (USD $)	1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012
Short-term borrowings
Short-term borrowings	$ 728,250,000	$ 728,250,000
Weighted average interest rate (as a percent)	1.16%	1.16%
Federal funds purchased
Short-term borrowings
Short-term borrowings	269,625,000	269,625,000
Securities sold under agreements to repurchase
Short-term borrowings
Short-term borrowings	85,725,000	85,725,000
Average balance during the period	277,470,000
Average interest rate during the period (as a percent)	0.25%
Maximum month-end balance during the period	355,351,000
Average interest rate at end of year (as a percent)	0.22%	0.22%
Carrying value	122,153,000	122,153,000
Estimated fair value	122,435,000	122,435,000
Federal Home Loan Bank (FHLB) notes
Short-term borrowings
Short-term borrowings	250,000,000	250,000,000
Average balance during the period	301,613,000
Average interest rate during the period (as a percent)	0.14%
Maximum month-end balance during the period	250,000,000
Average interest rate at end of year (as a percent)	0.07%	0.07%
Maturity term of debt		365 days
Amount of available collateral	1,500,000,000	1,500,000,000
Short-term bank loans
Short-term borrowings
Short-term borrowings	$ 122,900,000	$ 122,900,000

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Condensed Financial Statements of Parent (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended				12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating Activities
Net loss	$ 8,822	$ (4,048)	$ (10,709)	$ 343	$ (5,592)	$ (6,531)	$ (548)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Deferred income taxes					(6,426)	(3,930)	1,488
Net cash provided by (used in) operating activities					113,921	(3,322)	9,851
Investing Activities
Cash paid for acquisitions					165,679
Purchases of securities available for sale					(224,893)	(31,583)	(43,123)
Net cash provided by (used in) investing activities					12,869	(60,697)	(16,659)
Financing Activities
Dividends paid							(8,766)
Net cash provided by (used in) financing activities					19,852	(6,900)	(133,766)
Net change in cash and cash equivalents					146,642	(70,919)	(140,574)
Cash and cash equivalents, beginning of year				578,520	578,520	649,439	790,013
Cash and cash equivalents, end of year	725,162				725,162	578,520	649,439
Hilltop Holdings Inc.
Operating Activities
Net loss					(5,098)	(6,531)	(548)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Equity in undistributed earnings of subsidiaries					(6,038)	(50)	(7,163)
Deferred income taxes					(1,011)	(3,756)	6,787
Other, net					(3,506)	(204)	(906)
Net cash provided by (used in) operating activities					(15,653)	(10,541)	(1,830)
Investing Activities
Cash paid for acquisitions					(311,805)
Purchases of securities available for sale						(57,489)
Net cash provided by (used in) investing activities					(311,805)	(57,489)
Financing Activities
Dividends paid					(1,162)		(8,766)
Redemption of preferred stock							(125,000)
Net cash provided by (used in) financing activities					(1,162)		(133,766)
Net change in cash and cash equivalents					(328,620)	(68,030)	(135,596)
Cash and cash equivalents, beginning of year				533,374	533,374	601,404	737,000
Cash and cash equivalents, end of year	$ 204,754				$ 204,754	$ 533,374	$ 601,404

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Document and Entity Information (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Mar. 14, 2013	Jun. 30, 2012
Document and Entity Information
Entity Registrant Name	Hilltop Holdings Inc.
Entity Central Index Key	0001265131
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 408
Entity Common Stock, Shares Outstanding		83,487,340
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY

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Short-term Borrowings

12 Months Ended

Dec. 31, 2012

Short-term Borrowings

Short-term Borrowings

10. Short-term Borrowings

Short-term borrowings at December 31, 2012 are summarized as follows (in thousands). There were no short-term borrowings at December 31, 2011.

Federal funds purchased	$	269,625
Securities sold under agreements to repurchase	85,725
Federal Home Loan Bank (FHLB) notes	250,000
Short-term bank loans	122,900
	$	728,250

Federal funds purchased and securities sold under agreements to repurchase generally mature daily, on demand, or on some other short-term basis. The Bank and FSC execute transactions to sell securities under agreements to repurchase with both customers and broker-dealers. Securities involved in these transactions are held by the Bank, FSC or the dealer.

Information concerning federal funds purchased and securities sold under agreements to repurchase for the month ended December 31, 2012, is shown in the following table (dollars in thousands).

Average balance during the period	$	277,470
Average interest rate during the period	0.25		%
Maximum month-end balance during the period	$	355,351
Average interest rate at end of year	0.22		%
Securities underlying the agreements at end of year
Carrying value	$	122,153
Estimated fair value	$	122,435

FHLB notes mature over terms not exceeding 365 days and are collateralized by FHLB Dallas stock, nonspecified real estate loans and certain specific commercial real estate loans. At December 31, 2012, the Bank had available collateral of $1.5 billion, substantially all of which was blanket collateral. Other information regarding FHLB notes for the month ended December 31, 2012, is shown in the following table (dollars in thousands).

Average balance during the period	$	301,613
Average interest rate during the period	0.14		%
Maximum month-end balance during the period	$	250,000
Average interest rate at end of year	0.07		%

FSC uses short-term bank loans periodically to finance securities owned, customers’ margin accounts and underwriting activities. Interest on the borrowings varies with the federal funds rate. The weighted average interest rate on the borrowings at December 31, 2012 was 1.16%.

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Securities (Details 3) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Amortized Cost
Due in one year or less	$ 28,357,000
Due after one year through five years	132,568,000
Due after five years through ten years	39,769,000
Due after ten years	638,420,000
Total	839,114,000
Total amortized cost	959,213,000
Fair Value
Due in one year or less	28,562,000
Due after one year through five years	140,906,000
Due after five years through ten years	43,455,000
Due after ten years	636,899,000
Total	849,822,000
Fair Value	970,525,000	224,200,000
Proceeds from the sale of securities	4,900,000	12,900,000	16,700,000
Realized gross gains from the sale of securities	100,000	900,000	300,000
Realized net losses from trading securities portfolio	300,000
Carrying amount of securities pledged	635,200,000
Fair value of securities pledged	633,400,000
Deposit with various state insurance departments	9,300,000	8,500,000
Mortgage-backed
Amortized Cost
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	23,024,000
Fair Value
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	23,581,000
Fair Value	23,581,000
Collateralized mortgage obligations
Amortized Cost
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	96,074,000
Fair Value
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	96,049,000
Fair Value	96,049,000
Commercial mortgage-backed securities
Amortized Cost
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	1,001,000
Fair Value
Mortgage-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities	1,073,000
Fair Value	$ 1,073,000	$ 2,303,000

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Deposits (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Deposits
Noninterest-bearing demand	$ 323,367
Interest-bearing:
NOW accounts	106,562
Money market	2,357,109
Brokered - money market	263,193
Demand	75,308
Savings	180,367
Time	1,175,432
Brokered - time	219,123
Total deposits	4,700,461
Scheduled maturities of interest-bearing time deposits
2013	1,029,678
2014	225,452
2015	60,977
2016	35,523
2017	42,925
Time deposits	$ 1,394,555

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Interest income:
Loans, including fees		$ 23,900
Securities:
Taxable		13,116	11,049	8,154
Tax-exempt		464
Federal funds sold and securities purchased under agreements to resell		106
Interest-bearing deposits with banks		801
Other		651
Total interest income	28,954	39,038	11,049	8,154
Interest expense:
Deposits		1,013
Short-term borrowings		215
Notes payable		8,613	8,985	8,971
Junior subordinated debentures		212
Other		143
Total interest expense	3,786	10,196	8,985	8,971
Net interest income (expense)	25,168	28,842	2,064	(817)
Provision for loan losses	3,800	3,800
Net interest income (expense) after provision for loan losses		25,042	2,064	(817)
Noninterest income:
Net insurance premiums earned		146,701	134,048	117,192
Net realized gains (losses) on securities		112	817	207
Other-than-temporary impairment:
Total other-than-temporary impairment losses on securities				(70)
Net other-than-temporary impairment losses recognized in earnings				(70)
Net gains from sale of loans		50,384
Mortgage loan origination fees		7,224
Investment and securities advisory fees and commissions		11,238
Other		8,573	6,785	6,744
Total noninterest income	109,691	224,232	141,650	124,073
Noninterest expense:
Loss and loss adjustment expenses		109,159	96,734	70,943
Policy acquisition and other underwriting expenses		43,658	40,196	37,025
Employees' compensation and benefits		60,972	7,743	7,504
Occupancy and equipment, net		7,360	788	849
Other		34,368	9,793	8,490
Total noninterest expense	115,934	255,517	155,254	124,811
Loss before income taxes	15,125	(6,243)	(11,540)	(1,555)
Income tax benefit	5,809	(1,145)	(5,009)	(1,007)
Net loss	9,316	(5,098)	(6,531)	(548)
Less: Net income attributable to noncontrolling interest	494	494
Loss attributable to Hilltop Holdings	8,822	(5,592)	(6,531)	(548)
Dividends on preferred stock and other	259	259		12,939
Loss applicable to Hilltop Holdings common stockholders	$ 8,563	$ (5,851)	$ (6,531)	$ (13,487)
Loss per common share:
Basic (in dollars per share)	$ 0.13	$ (0.10)	$ (0.12)	$ (0.24)
Diluted (in dollars per share)	$ 0.13	$ (0.10)	$ (0.12)	$ (0.24)
Weighted average share information:
Basic (in shares)		58,754	56,499	56,492
Diluted (in shares)		58,754	56,499	56,492

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Securities

12 Months Ended

Dec. 31, 2012

Securities

Securities

4. Securities

The amortized cost and fair value of available for sale securities are summarized as follows (in thousands).

			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
December 31, 2012
U. S. government agencies:
Bonds	$	531,934	$	1,804	$	(316	)	$	533,422
Residential mortgage-backed securities	23,024		627		(70		)	23,581
Collateralized mortgage obligations	96,074		54		(79		)	96,049
Corporate debt securities	79,600		7,589		—			87,189
States and political subdivisions	175,004		68		(2,138		)	172,934
Commercial mortgage-backed securities	1,001		72		—			1,073
Equity securities	19,289		1,139		—			20,428
Note receivable	40,508		3,652		—			44,160
Warrants	12,068		49		—			12,117
Totals	$	978,502	$	15,054	$	(2,603	)	$	990,953
December 31, 2011
U. S. government agencies:
Bonds	$	27,729	$	1,439	$	(3	)	$	29,165
Corporate debt securities	93,452		7,406		(177		)	100,681
Residential mortgage-backed securities	11,708		944		—			12,652
Commercial mortgage-backed securities	2,277		36		(10		)	2,303
Equity securities	16,813		2,462		(253		)	19,022
Note receivable	38,641		—		(53		)	38,588
Warrants	12,068		9,721		—			21,789
Totals	$	202,688	$	22,008	$	(496	)	$	224,200

Included within the available for sale equity securities are 1,475,387 shares of SWS common stock. Furthermore, available for sale securities include a senior unsecured loan to SWS in a principal amount of $50.0 million pursuant to a credit agreement, which loan bears interest of 8.0% per annum, is prepayable by SWS subject to certain conditions after three years, and has a maturity of five years. SWS issued Hilltop warrants to purchase 8,695,652 shares of SWS common stock, $0.10 par value per share, exercisable at a price of $5.75 per share subject to anti-dilution adjustments. If the warrants were fully exercised, Hilltop would own 24.6% of SWS.

Information regarding available for sale securities that were in an unrealized loss position is shown in the following tables (dollars in thousands).

	December 31, 2012					December 31, 2011
	Number of			Unrealized		Number of			Unrealized
	Securities	Fair Value		Losses		Securities	Fair Value		Losses
U. S. government agencies:
Bonds:
Unrealized loss for less than twelve months	16	$	238,732	$	316	2	$	1,695	$	3
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	16	238,732		316		2	1,695		3
Mortgage-backed:
Unrealized loss for less than twelve months	7	12,279		70		—	—		—
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	7	12,279		70		—	—		—
Collateralized mortgage obligations:
Unrealized loss for less than twelve months	8	38,887		79		—	—		—
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	8	38,887		79		—	—		—
Corporate debt securities:
Unrealized loss for less than twelve months	—	—		—		5	5,254		177
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	—	—		—		5	5,254		177
States and political subdivisions:
Unrealized loss for less than twelve months	224	156,458		2,136		—	—		—
Unrealized loss for twelve months or longer	1	206		2		—	—		—
	225	156,664		2,138		—	—		—
Commercial mortgage-backed securities:
Unrealized loss for less than twelve months	—	—		—		1	487		10
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	—	—		—		1	487		10
Equity securities:
Unrealized loss for less than twelve months	—	—		—		38	8,476		253
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	—	—		—		38	8,476		253
Note receivable:
Unrealized loss for less than twelve months	—	—		—		1	38,588		53
Unrealized loss for twelve months or longer	—	—		—		—	—		—
	—	—		—		1	38,588		53
Total available for sale:
Unrealized loss for less than twelve months	255	446,356		2,601		47	54,500		496
Unrealized loss for twelve months or longer	1	206		2		—	—		—
	256	$	446,562	$	2,603	47	$	54,500	$	496

During the years ended December 31, 2012 and 2011, the Company did not record any other-than-temporary impairments.  During 2010, the Company took other-than-temporary impairments and recognized a loss in earnings of $0.1 million. While all of the investments are monitored for potential other-than-temporary impairment, our analysis and experience indicate that these investments generally do not present a great risk of other-than-temporary-impairment, as fair value should recover over time. Factors considered in the Company’s analysis include the reasons for the unrealized loss position, the severity and duration of the unrealized loss position, credit worthiness, and forecasted performance of the investee. While some of the securities held in the investment portfolio have decreased in value since the date of acquisition, the severity of loss and the duration of the loss position are not believed to be significant enough to warrant other-than-temporary impairment of the securities. The Company does not intend, nor is it likely that the Company will be required to sell these securities before the recovery of the cost basis; and, therefore, management does not believe any other-than-temporary impairments exist at December 31, 2012.

Expected maturities may differ from contractual maturities because certain borrowers may have the right to call or prepay obligations with or without penalties. The amortized cost and fair value of securities, excluding trading and available for sale equity securities, at December 31, 2012, are shown by contractual maturity below (in thousands).

	Amortized
	Cost		Fair Value
Due in one year or less	$	28,357	$	28,562
Due after one year through five years	132,568		140,906
Due after five years through ten years	39,769		43,455
Due after ten years	638,420		636,899
	839,114		849,822
Mortgage-backed securities	23,024		23,581
Collateralized mortgage obligations	96,074		96,049
Commercial mortgage-backed securities	1,001		1,073
	$	959,213	$	970,525

For the years ended December 31, 2012, 2011, and 2010, Hilltop received proceeds from the sale of securities of $4.9 million, $12.9 million, and $16.7 million, respectively, and realized gross gains of $0.1 million, $0.9 million, and $0.3 million, respectively. Hilltop determines the cost of securities sold by specific identification.

FSC realized net losses from its trading securities portfolio of $0.3 million during the month ended December 31, 2012. The net losses are recorded as a component of other noninterest income within the consolidated statements of operations.

Securities with a carrying amount of $635.2 million at December 31, 2012 (with a fair value of $633.4 million) were pledged to secure public and trust deposits, federal funds purchased and securities sold under agreements to repurchase, and for other purposes as required or permitted by law.

Mortgage-backed securities and collateralized mortgage obligations consist principally of Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) pass-through and participation certificates. GNMA securities are guaranteed by the full faith and credit of the United States, while FNMA and FHLMC securities are fully guaranteed by those respective United States government-sponsored agencies, and conditionally guaranteed by the full faith and credit of the United States.

At December 31, 2012 and 2011, NLASCO had on deposit in custody for various state insurance departments investments with carrying values of approximately $9.3 million and $8.5 million, respectively.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2012

Fair Value Measurements

Fair Value Measurements

3. Fair Value Measurements

Fair Value Measurements and Disclosures

Hilltop determines fair values in compliance with The Fair Value Measurements and Disclosures Topic of the ASC (the “Fair Value Topic”). The Fair Value Topic defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The Fair Value Topic assumes that transactions upon which fair value measurements are based occur in the principal market for the asset or liability being measured. Further, fair value measurements made under the Fair Value Topic exclude transaction costs and are not the result of forced transactions.

The Fair Value Topic creates a fair value hierarchy that classifies fair value measurements based upon the inputs used in valuing the assets or liabilities that are the subject of fair value measurements. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs, as indicated below.

· Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.

· Level 2 Inputs: Observable inputs other than Level 1 prices. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, prepayment speeds, default rates, credit risks, loss severities, etc.), and inputs that are derived from or corroborated by market data, among others. Based on management’s understanding of the methodologies used by our pricing service, our applicable investments have been valued in accordance with GAAP valuation principles.

· Level 3 Inputs: Unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Level 3 inputs include pricing models and discounted cash flow techniques, among others.

Fair Value Option

Hilltop has elected to measure substantially all of PrimeLending’s mortgage loans held for sale and certain time deposits at fair value under the provisions of the Fair Value Option. Hilltop elected to apply the provisions of the Fair Value Option to these items so that it would have the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Hilltop determines the fair value of the financial instruments accounted for under the provisions of the Fair Value Option in compliance with the provisions of the Fair Value Topic of the ASC discussed above.

At December 31, 2012, the aggregate fair value of PrimeLending loans held for sale accounted for under the Fair Value Option was $1.40 billion, while the unpaid principal balance of those loans was $1.36 billion. The interest component of fair value is reported as interest income on loans in the accompanying consolidated statements of operations.

Hilltop holds a number of financial instruments that are measured at fair value on a recurring basis, either by the application of Fair Value Option or other authoritative pronouncements. The fair values of those instruments are determined as described below.

Cash and Cash Equivalents — For cash and due from banks and federal funds sold, the carrying amount is a reasonable estimate of fair value.

Available For Sale Securities — Most securities available for sale are reported at fair value using Level 2 inputs. The Company obtains fair value measurements from independent pricing services. As the Company is responsible for the determination of fair value, control processes are designed to ensure that the fair values received from independent pricing services are reasonable and the valuation techniques and assumptions used appear reasonable and consistent with prevailing market conditions. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the financial instruments’ terms and conditions, among other things. For public common and preferred equity stocks, the determination of fair value uses Level 1 inputs based on observable market transactions. Regarding the note receivable and warrants, the determination of fair value uses Level 3 inputs such as internal or external fund manager valuations based on unobservable inputs including recent filings, operating results, balance sheet stability, growth and other business and market sector fundamentals.

Trading Securities — Trading securities are reported at fair value using Level 2 inputs in the same manner as discussed previously for securities available for sale.

Loans Held for Sale — Mortgage loans held for sale are reported at fair value, as discussed above, using Level 2 inputs that consist of commitments on hand from investors or prevailing market prices. These instruments are held for relatively short periods, typically no more than 30 days. As a result, changes in instrument-specific credit risk are not a significant component of the change in fair value.

Deposits — As discussed previously, certain time deposits are reported at fair value by virtue of an election under the provisions of Fair Value Option. Fair values are determined using Level 2 inputs that consist of observable rates paid on instruments of the same tenor in the brokered certificate of deposit market.

Derivatives — Derivatives are reported at fair value using Level 2 inputs. PlainsCapital uses dealer quotes to determine the fair value of interest rate swaps used to hedge time deposits. PrimeLending and FSC use dealer quotes to value forward purchase commitments and forward sale commitments, respectively, executed for both hedging and non-hedging purposes. PrimeLending also issues IRLCs to its customers and FSC issues forward purchase commitments to its clients that are valued based on the change in the fair value of the underlying mortgage loan from inception of the IRLC or purchase commitment to the balance sheet date, adjusted for projected loan closing rates. PrimeLending determines the value of the underlying mortgage loan as discussed in “Loans Held for Sale”, above. FSC determines the value of the underlying mortgage loan from prices of comparable securities used to value forward sale commitments.

Mortgage servicing asset — The mortgage servicing asset is reported at fair value using Level 3 inputs. Fair value is determined by projecting net servicing cash flows, which are then discounted to estimate the fair value. The fair value of the mortgage servicing asset is impacted by a variety of factors, including prepayment assumptions, discount rates, delinquency rates, contractually specified servicing fees, servicing costs and underlying portfolio characteristics.

The following table presents information regarding financial assets and liabilities measured at fair value on a recurring basis (in thousands).

	December 31, 2012
	Level 1		Level 2		Level 3		Total
	Inputs		Inputs		Inputs		Fair Value
Cash and cash equivalents	$	725,162	$	—	$	—	$	725,162
Loans held for sale	—		1,399,174		—		1,399,174
Available for sale securities	—		934,676		56,277		990,953
Trading securities	—		90,113		—		90,113
Derivative assets	—		15,697		—		15,697
Mortgage servicing asset	—		—		2,080		2,080
Time deposits	—		1,073		—		1,073
Trading liabilities	—		3,164		—		3,164
Derivative liabilities	—		1,080		—		1,080

	December 31, 2011
	Level 1		Level 2		Level 3		Total
	Inputs		Inputs		Inputs		Fair Value
Cash and cash equivalents	$	578,520	$	—	$	—	$	578,520
Available for sale securities	19,022		144,801		60,377		224,200

The following table includes a rollforward for those financial instruments measured at fair value using Level 3 inputs (in thousands).

								Total Gains or Losses (Realized or Unrealized)
	Balance at Beginning of Period		Purchases		Sales			Included in Net Income (Loss)			Included in Other Comprehensive Income (Loss)			Balance at End of Period
Year ended December 31, 2012
Note receivable and warrants	$	60,377	$	—	$	—		$	—		$	(4,100	)	$	56,277
Mortgage servicing asset	—		1,890		—			190			—			2,080
Total	$	60,377	$	1,890	$	—		$	190		$	(4,100	)	$	58,357
Year ended December 31, 2011
Note receivable and warrants	$	—	$	50,709	$	—		$	—		$	9,668		$	60,377
Total	$	—	$	50,709	$	—		$	—		$	9,668		$	60,377
Year ended December 31, 2010
Note receivable and warrants	$	115	$	—	$	(17	)	$	(101	)	$	3		$	—
Total	$	115	$	—	$	(17	)	$	(101	)	$	3		$	—

All net unrealized gains in the table above are reflected in the accompanying consolidated financial statements. The unrealized gains for the years ended December 31, 2012 and 2011 relate to the securities still held at December 31, 2012. In July 2011, Hilltop made a $50.0 million term loan to SWS Group, Inc. (“SWS”), and in turn, SWS issued to Hilltop warrants to purchase its common stock. Both the term loan and the warrants are classified as a Level 3 investment.

The SWS term loan cash flow model utilizes yield estimates based on comparable securities in the market. Interest rate is the most significant unobservable input. An increase or decrease in the discount rate would result in an increase or decrease in the fair value measurement of the term loan.

The warrants are valued utilizing a binomial model. SWS common stock price and its related volatility, an unobservable input, are the most significant inputs into the model and, therefore, decreases or increases, respectively, to the stock price would result in a significant change in the fair value measurement of the warrants.

During the year ended December 31, 2010, the Company sold two Level 3 commercial mortgage-backed securities measured at fair value using Level 3 inputs. Realized losses relate to those financial instruments sold by the Company during the year ended December 31, 2010. The Company had no transfers between Levels 1 and 2 during the years ended December 31, 2012, 2011 and 2010.

The following table presents the changes in fair value for instruments that are reported at fair value under an election under the Fair Value Option (in thousands).

	Changes in Fair Value for Assets and Liabilities Reported at Fair Value under Fair Value Option
	Year Ended December 31, 2012								Year Ended December 31, 2011
				Other		Total					Other		Total
	Net Gains from			Noninterest		Changes in			Net Gains from		Noninterest		Changes in
	Sale of Loans			Income		Fair Value			Sale of Loans		Income		Fair Value
Loans held for sale	$	(3,297	)	$	—	$	(3,297	)	$	—	$	—	$	—
Other assets	190			—		190			—		—		—
Time deposits	—			7		7			—		—		—

Hilltop also determines the fair value of certain assets and liabilities on a non-recurring basis. In particular, the fair value of all of the assets and liabilities purchased in the PlainsCapital transaction was determined at the acquisition date. In addition, facts and circumstances may dictate a fair value measurement when there is evidence of impairment. Assets and liabilities measured on a non-recurring basis include the items discussed below.

Impaired Loans — As discussed in Note 2, Hilltop reports impaired loans at fair value through allocations of the allowance for loan losses. Hilltop acquired PCI loans with a fair value of $172.9 million at acquisition. The fair value of PCI loans was determined using Level 3 inputs, including estimates of expected cash flows that incorporated assumptions regarding default rates, loss severity rates assuming default, prepayment speeds and estimated collateral values. At December 31, 2012, the carrying value of PCI loans was $166.8 million, which is a reasonable estimate of fair value given the short period of time since the acquisition date.

Other Real Estate Owned — Hilltop reports other real estate owned at fair value less estimated cost to sell. Any excess of recorded investment over fair value less cost to sell is charged against the allowance for loan losses when property is initially transferred to other real estate. Subsequent to the initial transfer to other real estate, valuation adjustments are charged against earnings. The Company primarily determines fair value using Level 2 inputs consisting of independent appraisals.  At December 31, 2012, the estimated fair value of other real estate owned was $11.1 million.

The Fair Value of Financial Instruments Subsection of the ASC requires disclosure of the fair value of financial assets and liabilities, including the financial assets and liabilities previously discussed. The methods for determining estimated fair value for financial assets and liabilities measured at fair value on a recurring or non-recurring basis are discussed above. For other financial assets and liabilities, Hilltop utilizes quoted market prices, if available, to estimate the fair value of financial instruments. Because no quoted market prices exist for a significant portion of Hilltop’s financial instruments, the fair value of such instruments has been derived based on management’s assumptions with respect to future economic conditions, the amount and timing of future cash flows, and estimated discount rates. Different assumptions could significantly affect these estimates. Accordingly, the estimates provided herein do not necessarily indicate amounts which could be realized in a current transaction. Further, as it is management’s intent to hold a significant portion of its financial instruments to maturity, it is not probable that the fair values shown below will be realized in a current transaction.

Because of the wide range of permissible valuation techniques and the numerous estimates which must be made, it may be difficult to make reasonable comparisons of Hilltop’s fair value information to that of other financial institutions. The aggregate estimated fair value amount should in no way be construed as representative of the underlying value of Hilltop and its subsidiaries.

As noted above, the fair value of all of the assets and liabilities purchased in the PlainsCapital transaction was determined at the acquisition date.  Given the relatively short period of time that has elapsed since the acquisition date, the fair value of the financial assets and liabilities shown as of December 31, 2012 is equal to its carrying value in most cases. The following methods and assumptions are typically used in estimating the fair value disclosures for financial instruments:

Loans Held for Sale — Estimated fair values of loans held for sale are based on commitments on hand from investors or prevailing market prices. The carrying amount of mortgage loans held for sale has been adjusted to fair value under the provisions of the Fair Value Option.

Securities — For securities available for sale and trading securities, the carrying amount is a reasonable estimate of fair value.

Loans — The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Broker-Dealer and Clearing Organization Receivables — The carrying amount approximates their fair value.

Fee Award Receivable — The carrying amount approximates fair value.

Deposit Liabilities — The estimated fair value of demand deposits, savings accounts and NOW accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The carrying amount for variable-rate certificates of deposit approximates their fair values.

Broker-Dealer and Clearing Organization Payables — The carrying amount approximates their fair value.

Short-Term Borrowings — The carrying amounts of federal funds purchased, borrowings under repurchase agreements and other short-term borrowings approximate their fair values.

Debt — The fair values are estimated using discounted cash flow analysis based on current incremental borrowing rates for similar types of borrowing arrangements.

The following table presents the carrying values and estimated fair values of financial instruments are shown below (in thousands).

			Estimated Fair Value
	Carrying		Level 1		Level 2		Level 3
December 31, 2012	Amount		Inputs		Inputs		Inputs		Total
Financial assets
Cash and short-term investments	$	725,162	$	725,162	$	—	$	—	$	725,162
Securities	1,399,944		—		1,399,944		—		1,399,944
Loans held for sale	1,081,066		—		1,081,066		—		1,081,066
Loans, net	3,148,987		—		—		3,148,987		3,148,987
Broker-dealer and clearing organization receivables	145,564		—		145,564		—		145,564
Fee award receivable	18,467		—		18,467		—		18,467
Cash surrender value of life insurance policies	24,086		—		24,086		—		24,086
Interest rate swaps, interest rate lock commitments (“IRLCs”) and forward purchase commitments	15,697		—		15,697		—		15,697
Mortgage servicing asset	2,080		—		—		2,080		2,080
Accrued interest receivable	15,185		—		15,185		—		15,185
Financial liabilities
Deposits	4,700,461		—		4,698,848		—		4,698,848
Broker-dealer and clearing organization payables	187,990		—		187,990		—		187,990
Other trading liabilities	3,164		—		3,164		—		3,164
Short-term borrowings	728,250		—		728,250		—		728,250
Debt	208,551		—		217,092		—		217,092
Forward purchase commitments	1,080		—		1,080		—		1,080
Accrued interest payable	1,911		—		1,911		—		1,911

December 31, 2011
Financial assets
Cash and short-term investments	$	578,520	$	578,520	$	—	$	—	$	578,520
Securities	224,200		—		224,200		—		224,200
Financial liabilities:
Debt	131,450		—		129,989		—		129,989

The deferred income amounts arising from unrecognized financial instruments are not significant. These financial instruments also have contractual interest rates at or above current market rates. Therefore, no fair value disclosure is provided for these items.

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Related Party Transactions

12 Months Ended

Dec. 31, 2012

Related Party Transactions

Related Party Transactions

15. Related Party Transactions

Pursuant to a Management Services Agreement, as amended, Diamond A Administration Company LLC, or Diamond A, an affiliate of Gerald J. Ford, the current Chairman of the Board of Hilltop and the beneficial owner of 18.0% of Hilltop common stock at December 31, 2012, provided certain management services to Hilltop and its subsidiaries, including, among others, financial and acquisition evaluation, and office space to Hilltop. The services and office space were provided at a cost of $91,500 per month, plus reasonable out-of-pocket expenses. The services provided under this agreement include those of several Hilltop’s directors, including Gerald J. Ford, Kenneth Russell and Carl B.  Webb. Prior to Jeremy Ford assuming the role of Chief Executive Officer of Hilltop, he provided services to Hilltop under the Management Services Agreement. Hilltop also agreed to indemnify and hold harmless Diamond A for its performance or provision of these services, except for gross negligence and willful misconduct.  Further, Diamond A’s maximum aggregate liability for damages under this agreement is limited to the amounts paid to Diamond A under this agreement during twelve months prior to that cause of action. In connection with the Merger transaction with PlainsCapital on November 30, 2012, the Management Services Agreement was terminated. However, pursuant to a Sublease Agreement, Diamond A will provide office space to Hilltop at a cost of $18,303 per month. This Sublease Agreement continues in effect until June 30, 2015 or such earlier date that the base lease expires.

Jeremy B. Ford, a director and the Chief Executive Officer of Hilltop, is the beneficiary of a trust that owns a 49% limited partnership interest in Diamond A Financial, L.P.  Diamond A Financial, L.P. owns 18.0% of the outstanding Hilltop common stock at December 31, 2012. He also is a director and the Secretary of Diamond A Administration Company, LLC, which has provided management services and office space to Hilltop as described the preceding paragraph. Diamond A Administration Company, LLC is owned by Hunter’s Glen/Ford, Ltd., a limited partnership in which a trust for the benefit of Jeremy B. Ford is a 46% limited partner.

Jeremy B. Ford is the son of Gerald J. Ford. Corey G. Prestidge, Hilltop’s General Counsel and Secretary, is the son-in-law of Gerald J. Ford. Accordingly, Messrs. Jeremy Ford and Corey Prestidge are brothers-in-law.

In the ordinary course of business, the Bank has granted loans to certain directors, executive officers and their affiliates (collectively referred to as related parties) totaling $23.2 million at December 31, 2012. These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectibility. For such loans since the Merger with PlainsCapital on November 30, 2012, total principal additions were $0.7 million and total principal payments were $1.1 million.

At December 31, 2012, the Bank held deposits of related parties of $173.5 million.

A related party is the lessor in an operating lease with the Bank. The Bank’s minimum payment under the lease is $0.5 million annually through 2028, for an aggregate remaining obligation of $8.0 million.

The Bank purchases loans from a company for which a related party serves as a director, president and chief executive officer. At December 31, 2012, the outstanding balance of the purchased loans was $6.0 million. The loans were purchased with recourse to the company in the ordinary course of business and the related party had no direct financial interest in the transactions.

PlainsCapital Equity, LLC is a limited partner in certain limited partnerships that have received loans from the Bank.  The Bank made those loans in the normal course of business, using underwriting standards and offering terms that are substantially the same as those used or offered to non-affiliated borrowers. At December 31, 2012, the Bank had outstanding loans of $4.2 million in which PlainsCapital Equity, LLC had a limited partnership interest. The investment of PlainsCapital Equity, LLC in these limited partnerships was $3.7 million at December 31, 2012.

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Notes Payable

12 Months Ended

Dec. 31, 2012

Notes Payable

Notes Payable

11. Notes Payable

Notes payable consisted of the following (in thousands).

	December 31,
	2012		2011
Senior exchangeable notes due 2025, 7.50% per annum	$	83,950	$	83,950
NLIC note payable due May 2033, three-month LIBOR plus 4.10% (4.41% at December 31, 2012) with interest payable quarterly	10,000		10,000
NLIC note payable due September 2033, three-month LIBOR plus 4.05% (4.36% at December 31, 2012) with interest payable quarterly	10,000		10,000
ASIC note payable due April 2034, three-month LIBOR plus 4.05% (4.36% at December 31, 2012) with interest payable quarterly	7,500		7,500
First Southwest nonrecourse notes, due January 2035 with interest payable quarterly	10,089		—
Insurance company note payable due March 2035, three-month LIBOR plus 3.40% (3.71% at December 31, 2012) with interest payable quarterly	20,000		20,000
	$	141,539	$	131,450

Senior Exchangeable Notes Due 2025

In August 2005, our Operating Partnership (“OP”) issued $96.6 million aggregate principal amount of 7.50% senior exchangeable notes due 2025 to qualified institutional buyers in a private transaction. At December 31, 2012, $84.0 million were outstanding. The notes are senior unsecured obligations of the OP and are exchangeable, at the option of the holders, into shares of Hilltop common stock at an initial exchange rate of 69.8812 shares per $1,000 principal amount of the notes (equal to an initial exchange price of approximately $14.31 per share), subject to adjustment and, in the event of specified corporate transactions involving Hilltop or the OP, an additional make-whole premium. Upon exchange, the OP has the option to deliver, in lieu of shares of common stock, cash or a combination of cash and shares of common stock. The notes are treated as a combined instrument and not bifurcated to separately account for any embedded derivative instruments principally because, in accordance with ASC 815, Derivatives and Hedging, (i) the conversion feature is indexed to Hilltop’s common stock and would be classified in stockholders’ equity if it were a freestanding derivative and (ii) the put and call option features are clearly and closely related to the notes at fixed conversion amounts.

According to the terms of the notes, their initial exchange rate is adjusted for certain events, including the issuance to all holders of Hilltop common stock of rights entitling them to purchase Hilltop common stock at less than their current market price. Accordingly, as a result of a rights offering in January 2007, in which all holders of Hilltop common stock were offered the right to purchase shares at $8.00 per share, the initial exchange rate of the notes was adjusted to 73.95 shares per $1,000 principal amount of the notes (equal to an initial exchange rate of $13.52 per share).

Prior to August 20, 2015, the notes are not redeemable at the option of the OP. After August 20, 2015, the OP may redeem all or a portion of the notes at a redemption price equal to the principal amount plus accrued and unpaid interest, if any, on the notes, if the closing price of Hilltop common stock has exceeded 130% of the exchange price for at least 20 trading days in any consecutive 30-trading day period.

Holders of the notes may require the OP to repurchase all or a portion of the notes at a purchase price equal to the principal amount plus accrued and unpaid interest, if any, on the notes on each of August 15, 2010, August 15, 2015, and August 15, 2020, or after the occurrence of certain corporate transactions involving Hilltop or the OP. No Senior Notes were tendered to the Company prior to the expiration of the Put Right Purchase Offer, August 15, 2010.

In November 2011, NLASCO purchased $6.9 million, par value, of the Hilltop senior exchangeable notes in open market transactions at an average cost of 107.26.

Notes Payable

The NLIC and ASIC notes payable to unaffiliated companies are each subordinated in right of payment to all policy claims and other indebtedness of NLIC and ASIC, respectively. Further, all payments of principal and interest require the prior approval of the Insurance Commissioner of the State of Texas and are only payable to the extent that the statutory surplus of NLIC exceeds $30 million and ASIC exceeds $15 million.

The NLIC, ASIC and Insurance Company loan agreements relating to the notes payable contain various covenants pertaining to limitations on additional debt, dividends, officer and director compensation, and minimum capital requirements. The Company was in compliance with the covenants at December 31, 2012.

NLASCO has entered into an indenture relating to the NLIC, ASIC and Insurance Company notes payable which provides that (i) if a person or group becomes the beneficial owner directly or indirectly of 50% or more of its equity securities and (ii) if NLASCO’s ratings are downgraded by a nationally recognized statistical rating organization (as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act), then each holder of the notes governed by such indenture has the right to require that NLASCO purchase such holder’s notes in whole or in part at a price equal to 100% of the outstanding principal amount.

First Southwest Nonrecourse Notes

In 2005, First Southwest participated in a monetization of future cash flows from the Fee Award totaling $95.3 million from several tobacco companies owed to a law firm under a settlement agreement. In connection with the transaction, a special purpose entity that is consolidated with First Southwest issued $30.3 million of nonrecourse notes to finance the purchase of the Fee Award, to establish a reserve account and to fund issuance costs. Cash flows from the settlement are the sole source of payment for the notes. The notes carry an interest rate of 8.58% that can increase to 10.08% under certain credit conditions.

Insurance Company Line of Credit

Our insurance subsidiary has a line of credit with a financial institution which allows for borrowings by NLASCO of up to $5.0 million and is collateralized by substantially all of NLASCO’s assets. The line of credit bears interest equal to a base rate plus 3.75% (4.51% at December 31, 2012), which is due quarterly. This line is scheduled to mature in October 2013. There was no activity for the year ended December 31, 2012, nor was there an outstanding balance payable at December 31, 2012.

Notes Payable Principal Maturities

Notes payable outstanding at December 31, 2012 of $141.5 million have scheduled maturities of 2025 and thereafter.

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Loans and Allowance for Loan Losses (Details 4) (USD $) In Thousands, unless otherwise specified	1 Months Ended
	Dec. 31, 2012 item
Internal risk grades of loans
Total	3,152,396
PlainsCapital
Internal risk grades of loans
Number of types of loans	2
Commercial and industrial
Internal risk grades of loans
Total	1,660,293
Secured
Internal risk grades of loans
Total	1,551,532
Unsecured
Internal risk grades of loans
Total	108,761
Real Estate
Internal risk grades of loans
Total	1,184,237
Secured by commercial properties
Internal risk grades of loans
Total	986,010
Secured by residential properties
Internal risk grades of loans
Total	198,227
Construction and land development
Internal risk grades of loans
Total	280,474
Residential construction loan
Internal risk grades of loans
Total	102,416
Commercial construction loans and land development
Internal risk grades of loans
Total	178,058
Consumer
Internal risk grades of loans
Total	27,392
Acquired loans | Pass
Internal risk grades of loans
Total	3,094,246
Acquired loans | Special Mention
Internal risk grades of loans
Total	8,714
Acquired loans | Substandard
Internal risk grades of loans
Total	49,436
Acquired loans | Secured | Pass
Internal risk grades of loans
Total	1,525,144
Acquired loans | Secured | Special Mention
Internal risk grades of loans
Total	4,662
Acquired loans | Secured | Substandard
Internal risk grades of loans
Total	21,726
Acquired loans | Unsecured | Pass
Internal risk grades of loans
Total	106,691
Acquired loans | Unsecured | Special Mention
Internal risk grades of loans
Total	200
Acquired loans | Unsecured | Substandard
Internal risk grades of loans
Total	1,870
Acquired loans | Secured by commercial properties | Pass
Internal risk grades of loans
Total	970,525
Acquired loans | Secured by commercial properties | Special Mention
Internal risk grades of loans
Total	370
Acquired loans | Secured by commercial properties | Substandard
Internal risk grades of loans
Total	15,115
Acquired loans | Secured by residential properties | Pass
Internal risk grades of loans
Total	194,667
Acquired loans | Secured by residential properties | Substandard
Internal risk grades of loans
Total	3,560
Acquired loans | Residential construction loan | Pass
Internal risk grades of loans
Total	98,021
Acquired loans | Residential construction loan | Substandard
Internal risk grades of loans
Total	4,395
Acquired loans | Commercial construction loans and land development | Pass
Internal risk grades of loans
Total	171,806
Acquired loans | Commercial construction loans and land development | Special Mention
Internal risk grades of loans
Total	3,482
Acquired loans | Commercial construction loans and land development | Substandard
Internal risk grades of loans
Total	2,770
Acquired loans | Consumer | Pass
Internal risk grades of loans
Total	27,392

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Premises and Equipment

12 Months Ended

Dec. 31, 2012

Premises and Equipment

Premises and Equipment

7. Premises and Equipment

The components of premises and equipment are summarized as follows (in thousands).

	December 31,
	2012			2011
Land and premises	$	48,902		$	—
Furniture and equipment	66,182			3,213
	115,084			3,213
Less accumulated depreciation and amortization	(3,703		)	(1,085		)
	$	111,381		$	2,128

The amounts shown above include assets recorded under capital leases of $7.7 million, net of accumulated amortization of $0.1 million at December 31, 2012. There were no assets recorded under capital leases at December 31, 2011.

Occupancy expense was reduced by rental income of $0.1 million in 2012. Depreciation and amortization expense on premises and equipment, which includes amortization of capital leases, amounted to $1.9 million, $1.7 million and $1.8 million in 2012, 2011 and 2010, respectively.

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Reserves for Unpaid Losses and Loss Adjustment Expenses (Tables)

12 Months Ended

Dec. 31, 2012

Reserves for Unpaid Losses and Loss Adjustment Expenses

Schedule of information regarding the reserve for unpaid losses and LAE

Information regarding the reserve for unpaid losses and LAE are as follows (in thousands).

	Year Ended December 31,
	2012			2011			2010
Balance, beginning of year	$	44,835		$	58,882		$	33,780
Less reinsurance recoverables	(25,083		)	(43,773		)	(21,102		)
Net balance, beginning of year	19,752			15,109			12,678
Incurred related to:
Current year	109,328			97,742			69,044
Prior years	(169		)	(1,008		)	1,899
Total incurred	109,159			96,734			70,943
Payments related to:
Current year	(90,743		)	(83,266		)	(59,560		)
Prior years	(14,541		)	(8,825		)	(8,952		)
Total payments	(105,284		)	(92,091		)	(68,512		)
Net balance, end of year	23,627			19,752			15,109
Plus reinsurance recoverables	10,385			25,083			43,773
Balance, end of year	$	34,012		$	44,835		$	58,882

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Reserves for Unpaid Losses and Loss Adjustment Expenses (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Information regarding of the reserve for unpaid losses and loss adjustment expenses
Balance at the beginning of the period	$ 44,835,000	$ 58,882,000	$ 33,780,000
Less reinsurance recoverables	(25,083,000)	(43,773,000)	(21,102,000)
Net balance at the beginning of the period	19,752,000	15,109,000	12,678,000
Incurred related to:
Current year	109,328,000	97,742,000	69,044,000
Prior years	(169,000)	(1,008,000)	1,899,000
Total incurred	109,159,000	96,734,000	70,943,000
Payments related to:
Current year	(90,743,000)	(83,266,000)	(59,560,000)
Prior years	(14,541,000)	(8,825,000)	(8,952,000)
Total payments	(105,284,000)	(92,091,000)	(68,512,000)
Net balance at the end of the period	23,627,000	19,752,000	15,109,000
Plus reinsurance recoverables	(10,385,000)	(25,083,000)	(43,773,000)
Balance at the end of the period	34,012,000	44,835,000	58,882,000
Decrease in reserves for the current year as compared to previous period	10,800,000
Increase in incurred provision for current year losses as compared to previous period	$ 11,600,000

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Loans and Allowance for Loan Losses

12 Months Ended

Dec. 31, 2012

Loans and Allowance for Loan Losses

Loans and Allowance for Loan Losses

5. Loans and Allowance for Loan Losses

Loans summarized by category at December 31, 2012 are as follows (in thousands). There were no loans at December 31, 2011.

Commercial and industrial	$	1,660,293
Real estate	1,184,237
Construction and land development	280,474
Consumer	27,392
	3,152,396
Allowance for loan losses	(3,409		)
Total loans, net of allowance	$	3,148,987

PlainsCapital has lending policies in place with the goal of establishing an asset portfolio that will provide a return on stockholders’ equity sufficient to maintain capital to assets ratios that meet or exceed established regulatory guidelines. Loans are underwritten with careful consideration of the borrower’s financial condition, the specific purpose of the loan, the primary sources of repayment and any collateral pledged to secure the loan.

Underwriting procedures address financial components based on the size or complexity of the credit. The financial components include but are not limited to current and projected global cash flows, shock analysis and/or stress testing, and trends in appropriate balance sheet and statement of operations ratios. Collateral analysis includes a complete description of the collateral, as well as determining values, monitoring requirements, loan to value ratios, concentration risk, appraisal requirements and other information relevant to the collateral being pledged. Guarantor analysis includes liquidity and global cash flow analysis based on the significance the guarantors are expected to serve as secondary repayment sources. PlainsCapital’s underwriting standards are governed by adherence to its loan policy. The loan policy provides for specific guidelines by portfolio segment, including commercial and industrial, real estate, construction and land development, and consumer loans. Within each individual portfolio segment, permissible and impermissible loan types are explicitly outlined. Within the loan types, minimum requirements for the underwriting factors listed above are provided.

PlainsCapital maintains a loan review department that reviews credit risk in response to both external and internal factors that potentially impact the performance of either individual loans or the overall loan portfolio. The loan review process reviews the creditworthiness of borrowers and determines compliance with the loan policy. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel.  Results of these reviews are presented to management and the Bank’s Board of Directors.

Impaired loans exhibit a clear indication that the borrower’s cash flow may not be sufficient to meet principal and interest payments, which is generally when a loan is 90 days past due unless the asset is both well secured and in the process of collection. Impaired loans include non-accrual loans, troubled debt restructurings (“TDRs”), PCI loans and partially charged-off loans.

PCI loans at December 31, 2012 are summarized by class in the following table (in thousands). There were no impaired loans at December 31, 2012 other than PCI loans. There were no impaired loans at December 31, 2011.

	Unpaid						Total
	Contractual		Nonaccretable		Accretable		Recorded
	Principal Balance		Difference		Yield		Investment
Commercial and industrial:
Secured	$	91,633	$	24,982	$	6,114	$	67,967
Unsecured	12,198		8,707		472		3,419
Real estate:
Secured by commercial properties	66,736		15,816		7,294		55,519
Secured by residential properties	8,690		2,251		557		6,728
Construction and land development:
Residential construction loans	14,787		2,903		1,165		11,776
Commercial construction loans and land development	28,538		6,703		1,942		21,294
Consumer	92		16		9		77
	$	222,674	$	61,378	$	17,553	$	166,780

Interest income recorded on accruing impaired loans was $0.9 million for the month ended December 31, 2012. Interest income recorded on non-accrual loans in 2012 was nominal. At December 31, 2012, PlainsCapital had no unadvanced commitments to borrowers whose loans have been restructured in troubled debt restructurings.

Non-accrual loans at December 31, 2012, were $1.8 million, all of which were real estate loans secured by residential properties that are classified as held for sale and carried at fair value. All PCI loans are considered to be performing due to the application of the accretion method. There were no non-accrual loans at December 31, 2011.

PlainsCapital classifies loan modifications as TDRs when it concludes that it has both granted a concession to a debtor and that the debtor is experiencing financial difficulties. Loan modifications are typically structured to create affordable payments for the debtor and can be achieved in a variety of ways. PlainsCapital modifies loans by reducing interest rates and/or lengthening loan amortization schedules. PlainsCapital also reconfigures a single loan into two or more loans (“A/B Note”). The typical A/B Note restructure results in a “bad” loan which is charged off and a “good” loan or loans the terms of which comply with the Bank’s customary underwriting policies. The debt charged off on the “bad” loan is not forgiven to the debtor.

No acquired performing loans or loans originated subsequent to the acquisition date have been modified in a TDR.

An analysis of the aging of PlainsCapital’s loan portfolio at December 31, 2012 is shown in the following table (in thousands).

											Accruing Loans
	Loans Past Due		Loans Past Due		Total		Current		Total		Past Due
	30-89 Days		90 Days or More		Past Due Loans		Loans		Loans		90 Days or More
Commercial and industrial:
Secured	$	12,858	$	7,175	$	20,033	$	1,531,499	$	1,551,532	$	2,000
Unsecured	3		—		3		108,758		108,761		—
Real estate:
Secured by commercial properties	2,616		2,406		5,022		980,988		986,010		—
Secured by residential properties	3,075		199		3,274		194,953		198,227		—
Construction and land development:
Residential construction loans	156		2,435		2,591		99,825		102,416		—
Commercial construction loans and land development	696		2,374		3,070		174,988		178,058		—
Consumer	84		—		84		27,308		27,392		—
	$	19,488	$	14,589	$	34,077	$	3,118,319	$	3,152,396	$	2,000

Management tracks credit quality trends on a quarterly basis related to: (i) past due levels, (ii) non-performing asset levels, (iii) classified loan levels, (iv) net charge-offs, and (v) general economic conditions in the state and local markets.

PlainsCapital utilizes a risk grading matrix to assign a risk grade to each of the loans in its portfolio. A risk rating is assigned based on an assessment of the borrower’s management, collateral position, financial capacity, and economic factors. The general characteristics of the various risk grades are described below.

Pass— “Pass” loans present a range of acceptable risks to the Bank. Loans that would be considered virtually risk-free are rated Pass — low risk.  Loans that exhibit sound standards based on the grading factors above and present a reasonable risk to the Bank are rated Pass — normal risk.  Loans that exhibit a minor weakness in one or more of the grading criteria but still present an acceptable risk to the Bank are rated Pass — high risk. Pass — high risk loans include PCI loans that are currently performing.

Special Mention— A “Special Mention” asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in a deterioration of the repayment prospects for the asset and weaken the Bank’s credit position at some future date. Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to require adverse classification.

Substandard— “Substandard” loans are inadequately protected by the current sound worth and paying capacity of the obligor or the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Many substandard loans are considered impaired.

The following table presents the internal risk grades of loans, as previously described, in the portfolio at December 31, 2012 by class (in thousands).

	Pass		Special Mention		Substandard		Total
Commercial and industrial:
Secured	$	1,525,144	$	4,662	$	21,726	$	1,551,532
Unsecured	106,691		200		1,870		108,761
Real estate:
Secured by commercial properties	970,525		370		15,115		986,010
Secured by residential properties	194,667		—		3,560		198,227
Construction and land development:
Residential construction loans	98,021		—		4,395		102,416
Commercial construction loans and land development	171,806		3,482		2,770		178,058
Consumer	27,392		—		—		27,392
	$	3,094,246	$	8,714	$	49,436	$	3,152,396

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses inherent in the existing portfolio of loans. Management has responsibility for determining the level of the allowance for loan losses, subject to review by the Audit Committee of our Board of Directors and the Directors’ Loan Review Committee of the Bank’s Board of Directors.

It is management’s responsibility at the end of each quarter, or more frequently as deemed necessary, to analyze the level of the allowance for loan losses to ensure that it is appropriate for the estimated credit losses in the portfolio consistent with the Interagency Policy Statement on the Allowance for Loan and Lease Losses and the Receivables and Contingencies Topics of the ASC. Estimated credit losses are the probable current amount of loans that the Company will be unable to collect given facts and circumstances as of the evaluation date. When management determines that a loan or portion thereof, is uncollectible, the loan, or portion thereof, is charged off against the allowance for loan losses. Any subsequent recovery of charged-off loans is added back to the allowance for loan losses. As a result of the Merger on November 30, 2012, PlainsCapital’s loan portfolio is now designated into two populations, acquired and originated loans. The allowance for loan losses is calculated separately for the purchased and originated loans.

Originated Loans

The Company has developed a methodology that seeks to determine an allowance within the scope of the Receivables and Contingencies Topics of the ASC. Each of the loans that has been determined to be impaired is within the scope of the Receivables Topic and is individually evaluated for impairment using one of three impairment measurement methods as of the evaluation date: (1) the present value of expected future discounted cash flows on the loan, (2) the loan’s observable market price, or (3) the fair value of the collateral if the loan is collateral dependent. Specific reserves are provided in our estimate of the allowance based on the measurement of impairment under these three methods, except for collateral dependent loans, which require the fair value method. All non-impaired loans are within the scope of the Contingencies Topic. Estimates of loss for the Contingencies Topic are calculated based on historical loss experience by loan portfolio segment adjusted for changes in trends, conditions, and other relevant factors that affect repayment of loans as of the evaluation date. While historical loss experience provides a reasonable starting point for the analysis, historical losses, or recent trends in losses, are not the sole basis upon which to determine the appropriate level for the allowance for loan losses. Management considers recent qualitative or environmental factors that are likely to cause estimated credit losses associated with the existing portfolio to differ from historical loss experience, including but not limited to: changes in lending policies and procedures; changes in underwriting standards; changes in economic and business conditions and developments that affect the collectibility of the portfolio; the condition of various market segments; changes in the nature and volume of the portfolio and in the terms of loans; changes in lending management and staff; changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans; changes in the loan review system; changes in the value of underlying collateral for collateral-dependent loans; and any concentrations of credit and changes in the level of such concentrations.

The loan review program is designed to identify and monitor problem loans by maintaining a credit grading process, ensuring that timely and appropriate changes are made to the loans with assigned risk grades and coordinating the delivery of the information necessary to assess the appropriateness of the allowance for loan losses. Loans are evaluated for impairment when: (i) payments on the loan are delayed, typically by 90 days or more (unless the loan is both well secured and in the process of collection), (ii) the loan becomes classified, (iii) the loan is being reviewed in the normal course of the loan review scope, or (iv) the loan is identified by the servicing officer as a problem.

Homogenous loans, such as consumer installment loans, residential mortgage loans and home equity loans, are not individually reviewed and are generally risk graded at the same levels. The risk grade and reserves are established for each homogenous pool of loans based on the expected net charge-offs from current trends in delinquencies, losses or historical experience and general economic conditions. At December 31, 2012, there were no material delinquencies in these types of loans.

Purchased Loans

Purchased loans acquired in a business combination are recorded at their estimated fair value on their purchase date and with no carryover of the related allowance for loan losses. Performing acquired loans are subsequently evaluated for any required allowance at each reporting date. An allowance for loan losses is calculated using a methodology similar to that described above for originated loans. The allowance as determined for each loan is compared to the remaining fair value discount for that loan. If greater, the excess is recognized as an addition to the allowance through a provision for loan losses. If less than the discount, no additional allowance is recorded. Charge-offs and losses first reduce any remaining fair value discount for the loan and once the discount is depleted, losses are applied against the allowance established for that loan.

For impaired acquired loans, cash flows expected to be collected are recast at each reporting date for each loan. These evaluations require the continued use and updating of key assumptions and estimates such as default rates, loss severity given default and prepayment speed assumptions, similar to those used for the initial fair value estimate. Management judgment must be applied in developing these assumptions. If expected cash flows for a loan decreases, an increase in the allowance for loan losses is made through a charge to the provision for loan losses. If expected cash flows for a loan increase, any previously established allowance for loan losses is reversed and any remaining difference increases the accretable yield which will be taken into income over the remaining life of the loan.

The allowance is subject to regulatory examinations and determinations as to appropriateness, which may take into account such factors as the methodology used to calculate the allowance and the size of the allowance.

Changes in the allowance for loan losses for the month ended December 31, 2012, distributed by portfolio segment, are shown below (in thousands). There was no allowance for loan losses at December 31, 2011.

	Commercial and					Construction and
	Industrial			Real Estate		Land Development		Consumer		Total
Balance, December 1, 2012	$	—		$	—	$	—	$	—	$	—
Provision charged to operations	2,236			977		582		5		3,800
Loans charged off	(391		)	—		—		—		(391		)
Recoveries on charged off loans	—			—		—		—		—
Balance, end of year	$	1,845		$	977	$	582	$	5	$	3,409

At December 31, 2012, the loan portfolio was distributed by portfolio segment and impairment methodology as shown below (in thousands). There was no allowance for loan losses at December 31, 2011.

	Commercial and				Construction and
	Industrial		Real Estate		Land Development		Consumer		Total
Acquired Loans:
Loans individually evaluated for impairment	$	71,386	$	62,247	$	33,070	$	77	$	166,780
Loans collectively evaluated for impairment	1,492,072		1,031,379		235,777		25,061		2,784,289
	$	1,563,458	$	1,093,626	$	268,847	$	25,138	$	2,951,069
Originated Loans:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment	96,835		90,611		11,627		2,254		201,327
	$	96,835	$	90,611	$	11,627	$	2,254	$	201,327
Total Loans:
Loans individually evaluated for impairment	$	71,386	$	62,247	$	33,070	$	77	$	166,780
Loans collectively evaluated for impairment	1,588,907		1,121,990		247,404		27,315		2,985,616
	$	1,660,293	$	1,184,237	$	280,474	$	27,392	$	3,152,396

At December 31, 2012, the allowance for loan losses was distributed by portfolio segment and impairment methodology as shown below (in thousands). There was no allowance for loan losses at December 31, 2011.

	Commercial and				Construction and
	Industrial		Real Estate		Land Development		Consumer		Total
Acquired Loans:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment	—		—		—		—		—
	$	—	$	—	$	—	$	—	$	—
Originated Loans:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment	1,845		977		582		5		3,409
	$	1,845	$	977	$	582	$	5	$	3,409
Total Loans:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment	1,845		977		582		5		3,409
	$	1,845	$	977	$	582	$	5	$	3,409

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Cash and Due from Banks

12 Months Ended

Dec. 31, 2012

Cash and Due from Banks

Cash and Due from Banks

6. Cash and Due from Banks

Cash and due from banks consisted of the following (in thousands).

	December 31,
	2012		2011
Cash on hand	$	18,903	$	—
Clearings and collection items	95,424		—
Deposits at Federal Reserve Bank	312,667		—
Deposits at Federal Home Loan Bank	1,499		—
Deposits in FDIC-insured institutions	292,248		578,520
	$	720,741	$	578,520

The amounts above include interest-bearing deposits of $581.2 million and $567.5 million at December 31, 2012 and 2011, respectively. Cash on hand and deposits at the Federal Reserve Bank satisfy regulatory reserve requirements at December 31, 2012.

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Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2012

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

8. Goodwill and Other Intangible Assets

The carrying amount of goodwill was $253.8 million and $24.0 million at December 31, 2012 and 2011, respectively. As discussed in Note 2 to the consolidated financial statements, the Company recorded $230.1 million of goodwill during 2012 in connection with its acquisition of PlainsCapital. A summary of the activity in goodwill during 2012 is as follows (in thousands).

Balance, beginning of year	$	23,988
Goodwill from PlainsCapital acquisition	230,073
Other	(291		)
Balance, end of year	$	253,770

Included within other intangible assets of $77.7 million and $9.1 million at December 31, 2012 and 2011, respectively, is an indefinite lived intangible asset with an estimated fair value of $3.0 million related to state licenses acquired as a part of the NLASCO acquisition in January 2007.

The Company tests goodwill and other intangible assets having an indefinite useful life for impairment on an annual basis, or more often if events or circumstances indicate there may be impairment. Goodwill impairment testing is performed at the reporting unit level, which is one level below an operating segment. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. Prior to the acquisition of PlainsCapital on November 30, 2012, management determined that it had two reporting units, the parent (the holding company) and insurance. The acquisition of PlainsCapital has resulted in the addition of the banking, mortgage origination and financial advisory reporting units at December 31, 2012. The Company performs required annual impairment tests of its goodwill and other intangible assets as of December 31st for its insurance reporting unit, while the acquired banking, mortgage origination and financial advisory reporting units will be tested for impairment annually as of October 1st.

The goodwill impairment analysis is a two-step test. The first step, used to identify potential impairment, involves comparing each reporting unit’s estimated fair value to its carrying value, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is considered not to be impaired. If the carrying value exceeds estimated fair value, there is an indication of potential impairment and the second step is performed to measure the amount of impairment. The Company has estimated fair values of reporting units based on both a market and income approach using historic, normalized actual and forecast results.

The second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated impairment. The implied fair value of goodwill is determined in a manner similar to the amount of goodwill calculated in a business combination, by measuring the excess of the estimated fair value of the reporting unit, as determined in the first step, over the aggregate estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill impairment losses is not permitted.

At December 31, 2012, the Company determined that the estimated fair value of the insurance reporting unit exceeded its carrying value and therefore the second step as described above was not performed. Based on this evaluation, the Company concluded that the goodwill and other identifiable intangible assets were fully realizable at December 31, 2012.

The Company’s evaluation includes multiple assumptions, including estimated discounted cash flows and other estimates that may change over time. If future discounted cash flows become less than those projected by the Company, future impairment charges may become necessary that could have a materially adverse impact on the Company’s results of operations and financial condition. As quoted market prices in active stock markets are relevant evidence of fair value, a significant decline in the Company’s common stock trading price may indicate an impairment of goodwill.

The carrying value of intangible assets subject to amortization was as follows (in thousands).

	Gross					Net
	Intangible		Accumulated			Intangible
December 31, 2012	Assets		Amortization			Assets
Core deposits	$	34,500	$	(452	)	$	34,048
Trademarks and trade names	20,000		(1,487		)	18,513
Noncompete agreements	11,650		(192		)	11,458
Customer contracts and relationships	14,100		(4,515		)	9,585
Agent relationships	3,600		(2,466		)	1,134
Technology	1,500		(1,500		)	—
	$	85,350	$	(10,612	)	$	74,738

	Gross					Net
	Intangible		Accumulated			Intangible
December 31, 2011	Assets		Amortization			Assets
Customer relationships	$	6,100	$	(3,858	)	$	2,242
Agent relationships	3,600		(2,146		)	1,454
Trade names	3,500		(1,147		)	2,353
Technology	1,500		(1,475		)	25
	$	14,700	$	(8,626	)	$	6,074

Other intangible assets are amortized over their estimated lives, which range from 3 to 15 years. Certain intangibles, including core deposits and customer contracts and relationships, are being amortized on an accelerated basis over periods ranging from 8 to 12 years.  Amortization expense related to intangible assets for the years ended December 31, 2012, 2011 and 2010 was $2.0 million, $1.5 million and $1.6 million, respectively.

The estimated aggregate future amortization expense for intangible assets at December 31, 2012 is as follows (in thousands).

2013	$	10,801
2014	10,116
2015	9,430
2016	8,655
2017	6,981
Thereafter	28,755
	$	74,738

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Condensed Financial Statements of Parent (Tables) (Hilltop Holdings Inc.)

12 Months Ended

Dec. 31, 2012

Hilltop Holdings Inc.

Condensed Financial Statements of Parent

Schedule of Condensed Statements of Operations

Condensed financial statements of Hilltop (parent only) follow (in thousands).

	Year Ended December 31,
	2012			2011			2010
Investment income	$	7,035		$	4,284		$	1,791
Interest expense	6,996			7,135			7,010
General and administrative expense	14,488			8,868			7,433
Loss before income taxes, equity in undistributed earnings of subsidiaries and preferred stock activity	(14,449		)	(11,719		)	(12,652		)
Income tax benefit	(3,313		)	(5,138		)	(4,941		)
Equity in undistributed earnings of subsidiaries	6,038			50			7,163
Net loss	$	(5,098	)	$	(6,531	)	$	(548	)

	Year Ended December 31,
	2012			2011			2010
Net loss	$	(5,098	)	$	(6,531	)	$	(548	)
Other comprehensive income (loss), net of tax	(4,900		)	8,581			1,723
Comprehensive income (loss)	$	(9,998	)	$	2,050		$	1,175

Schedule of Condensed Balance sheets

Condensed financial statements of Hilltop (parent only) follow (in thousands).

	December 31,
	2012		2011
Assets
Cash and cash equivalents	$	204,754	$	533,374
Securities, available for sale	64,082		70,513
Investment in subsidiaries	944,546		126,017
Other assets	27,743		24,884
Total assets	$	1,241,125	$	754,788
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	$	5,779	$	8,555
Notes payable	90,850		90,850
Stockholders’ equity	1,144,496		655,383
Total liabilities and stockholders’ equity	$	1,241,125	$	754,788

Schedule of condensed Statements of Cash Flows

Condensed financial statements of Hilltop (parent only) follow (in thousands).

	Year Ended December 31,
	2012			2011			2010
Operating Activities
Net loss	$	(5,098	)	$	(6,531	)	$	(548	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in undistributed earnings of subsidiaries	(6,038		)	(50		)	(7,163		)
Deferred income taxes	(1,011		)	(3,756		)	6,787
Other, net	(3,506		)	(204		)	(906		)
Net cash used in operating activities	(15,653		)	(10,541		)	(1,830		)
Investing Activities
Cash paid for acquisitions	(311,805		)	—			—
Purchases of securities available for sale	—			(57,489		)	—
Net cash used in investing activities	(311,805		)	(57,489		)	—
Financing Activities
Dividends paid	(1,162		)	—			(8,766		)
Redemption of preferred stock	—			—			(125,000		)
Net cash used in financing activities	(1,162		)	—			(133,766		)
Net change in cash and cash equivalents	(328,620		)	(68,030		)	(135,596		)
Cash and cash equivalents, beginning of year	533,374			601,404			737,000
Cash and cash equivalents, end of year	$	204,754		$	533,374		$	601,404

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Selected Quarterly Financial Information (Unaudited) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Selected Quarterly Financial Information (Unaudited)
Interest income	$ 28,954	$ 3,379	$ 3,349	$ 3,356	$ 3,243	$ 3,233	$ 2,357	$ 2,216	$ 39,038	$ 11,049	$ 8,154
Interest expense	3,786	2,140	2,131	2,139	2,323	2,241	2,245	2,176	10,196	8,985	8,971
Net interest income (expense)	25,168	1,239	1,218	1,217	920	992	112	40	28,842	2,064	(817)
Provision for loan losses	3,800								3,800
Noninterest income	109,691	39,591	38,063	36,887	37,259	37,512	34,303	32,576	224,232	141,650	124,073
Noninterest expense	115,934	46,792	55,233	37,558	30,392	39,569	54,864	30,429	255,517	155,254	124,811
Loss before income taxes	15,125	(5,962)	(15,952)	546	7,787	(1,065)	(20,449)	2,187	(6,243)	(11,540)	(1,555)
Income tax provision (benefit)	5,809	(1,914)	(5,243)	203	2,743	(1,313)	(7,216)	777	(1,145)	(5,009)	(1,007)
Net loss	9,316	(4,048)	(10,709)	343	5,044	248	(13,233)	1,410	(5,098)	(6,531)	(548)
Less: Net income (loss) attributable to noncontrolling interest	494								494
Loss attributable to Hilltop Holdings	8,822	(4,048)	(10,709)	343					(5,592)	(6,531)	(548)
Dividends on preferred stock	259								259		7,047
Loss applicable to Hilltop Holdings common stockholders	8,563	(4,048)	(10,709)	343					(5,851)	(6,531)	(13,487)
Earnings (loss) per common share:
Basic (in dollars per share)	$ 0.13	$ (0.07)	$ (0.19)	$ 0.01	$ 0.09	$ 0.00	$ (0.23)	$ 0.02	$ (0.10)	$ (0.12)	$ (0.24)
Diluted (in dollars per share)	$ 0.13	$ (0.07)	$ (0.19)	$ 0.01	$ 0.09	$ 0.00	$ (0.23)	$ 0.02	$ (0.10)	$ (0.12)	$ (0.24)
PlainsCapital
Selected Quarterly Financial Information (Unaudited)
Loss before income taxes	$ 8,400

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Loans and Allowance for Loan Losses (Details 5) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Changes in the allowance for loan losses
Provision charged to operations	$ 3,800
Loans charged off	(391)
Balance at end of period	3,409
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment	166,780
Loans collectively evaluated for impairment	2,985,616
Total loans	3,152,396
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	3,409
Total loans	3,409
Commercial and industrial
Changes in the allowance for loan losses
Provision charged to operations	2,236
Loans charged off	(391)
Balance at end of period	1,845
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment	71,386
Loans collectively evaluated for impairment	1,588,907
Total loans	1,660,293
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	1,845
Total loans	1,845
Real Estate
Changes in the allowance for loan losses
Provision charged to operations	977
Balance at end of period	977
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment	62,247
Loans collectively evaluated for impairment	1,121,990
Total loans	1,184,237
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	977
Total loans	977
Construction and land development
Changes in the allowance for loan losses
Provision charged to operations	582
Balance at end of period	582
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment	33,070
Loans collectively evaluated for impairment	247,404
Total loans	280,474
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	582
Total loans	582
Consumer
Changes in the allowance for loan losses
Provision charged to operations	5
Balance at end of period	5
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment	77
Loans collectively evaluated for impairment	27,315
Total loans	27,392
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	5
Total loans	5
Acquired loans
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment	166,780
Loans collectively evaluated for impairment	2,784,289
Acquired loans | Commercial and industrial
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment	71,386
Loans collectively evaluated for impairment	1,492,072
Acquired loans | Real Estate
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment	62,247
Loans collectively evaluated for impairment	1,031,379
Acquired loans | Construction and land development
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment	33,070
Loans collectively evaluated for impairment	235,777
Acquired loans | Consumer
Loan portfolio distributed by portfolio segment and impairment methodology
Loans individually evaluated for impairment	77
Loans collectively evaluated for impairment	25,061
Originated loans
Changes in the allowance for loan losses
Balance at end of period	3,409
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	201,327
Total loans	201,327
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	3,409
Total loans	3,409
Originated loans | Commercial and industrial
Changes in the allowance for loan losses
Balance at end of period	1,845
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	96,835
Total loans	96,835
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	1,845
Total loans	1,845
Originated loans | Real Estate
Changes in the allowance for loan losses
Balance at end of period	977
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	90,611
Total loans	90,611
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	977
Total loans	977
Originated loans | Construction and land development
Changes in the allowance for loan losses
Balance at end of period	582
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	11,627
Total loans	11,627
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	582
Total loans	582
Originated loans | Consumer
Changes in the allowance for loan losses
Balance at end of period	5
Loan portfolio distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	2,254
Total loans	2,254
Allowance for loan losses distributed by portfolio segment and impairment methodology
Loans collectively evaluated for impairment	5
Total loans	$ 5

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Summary of Significant Accounting and Reporting Policies (Details)	12 Months Ended
	Dec. 31, 2012
Plains Capital
Basis of Presentation
Ownership percentage	100.00%
Plains Capital | Bank
Basis of Presentation
Ownership percentage	100.00%
Plains Capital | Plains Capital Equity, LLC
Basis of Presentation
Ownership percentage	100.00%
Plains Capital | Trusts
Basis of Presentation
Ownership percentage	100.00%
Bank | PrimeLending
Basis of Presentation
Ownership percentage	100.00%
Bank | PNB Aero Services, Inc.
Basis of Presentation
Ownership percentage	100.00%
Bank | PCB-ARC, Inc.
Basis of Presentation
Ownership percentage	100.00%
Bank | FSC
Basis of Presentation
Ownership percentage	100.00%
Bank | Plains Capital Securities, LLC
Basis of Presentation
Ownership percentage	100.00%
Bank | PlainsCapital Insurance Services, LLC
Basis of Presentation
Ownership percentage	51.00%
PrimeLending | PrimeLending Ventures Management, LLC
Basis of Presentation
Ownership percentage	100.00%
NLASCO
Basis of Presentation
Ownership percentage	100.00%

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Regulatory Matters (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of book capital to Tier 1 and total capital (as defined)
Total capital per books	$ 1,144,496,000	$ 655,383,000
Add:
Minority interests	2,054,000
Bank
Tier 1 capital (to average assets)
Required Amount	245,495,000
Required Ratio (as a percent)	4.00%
Actual Amount	542,307,000
Actual Ratio (as a percent)	8.84%
Tier 1 capital (to risk-weighted assets)
Required Amount	183,308,000
Required Ratio (as a percent)	4.00%
Actual Amount	542,307,000
Actual Ratio (as a percent)	11.83%
Total capital (to risk-weighted assets)
Required Amount	366,615,000
Required Ratio (as a percent)	8.00%
Actual Amount	546,598,000
Actual Ratio (as a percent)	11.93%
Reconciliation of book capital to Tier 1 and total capital (as defined)
Total capital per books	831,677,000
Add:
Minority interests	2,054,000
Net unrealized holding losses on securities available for sale and held in trust	1,125,000
Deduct:
Goodwill and other disallowed intangible assets	(292,341,000)
Other	(208,000)
Tier 1 capital (as defined)	542,307,000
Allowable Tier 2 capital
Allowance for loan losses	4,291,000
Total capital (as defined)	546,598,000
Tier 1 capital (to average assets)
Required Amount	306,869,000
Required Ratio (as a percent)	5.00%
Actual Amount	542,307,000
Actual Ratio (as a percent)	8.84%
Tier 1 capital (to risk-weighted assets)
Required Amount	274,961,000
Required Ratio (as a percent)	6.00%
Actual Amount	542,307,000
Actual Ratio (as a percent)	11.83%
Total capital (to risk-weighted assets)
Required Amount	458,269,000
Required Ratio (as a percent)	10.00%
Actual Amount	546,598,000
Actual Ratio (as a percent)	11.93%
Hilltop
Tier 1 capital (to average assets)
Required Amount	266,514,000
Required Ratio (as a percent)	4.00%
Actual Amount	871,379,000
Actual Ratio (as a percent)	13.08%
Tier 1 capital (to risk-weighted assets)
Required Amount	196,670,000
Required Ratio (as a percent)	4.00%
Actual Amount	871,379,000
Actual Ratio (as a percent)	17.72%
Total capital (to risk-weighted assets)
Required Amount	393,340,000
Required Ratio (as a percent)	8.00%
Actual Amount	875,670,000
Actual Ratio (as a percent)	17.81%
Reconciliation of book capital to Tier 1 and total capital (as defined)
Total capital per books	1,144,496,000	655,383,000
Add:
Minority interests	2,054,000
Trust preferred securities	65,000,000
Net unrealized holding losses on securities available for sale and held in trust	(8,094,000)
Deduct:
Goodwill and other disallowed intangible assets	(331,508,000)
Other	(569,000)
Tier 1 capital (as defined)	871,379,000
Allowable Tier 2 capital
Allowance for loan losses	4,291,000
Total capital (as defined)	875,670,000
Tier 1 capital (to average assets)
Actual Amount	871,379,000
Actual Ratio (as a percent)	13.08%
Tier 1 capital (to risk-weighted assets)
Actual Amount	871,379,000
Actual Ratio (as a percent)	17.72%
Total capital (to risk-weighted assets)
Actual Amount	875,670,000
Actual Ratio (as a percent)	17.81%
FSC
Financial Advisory
Net capital	47,600,000
Minimum net capital requirement	2,800,000
Net capital as a percentage of aggregate debits	34.00%
Net capital in excess of the minimum requirement	$ 44,800,000

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Earnings (Loss) per Common Share (Tables)

12 Months Ended

Dec. 31, 2012

Earnings (Loss) per Common Share

Table presents the computation of basic and diluted earnings (loss) per common share

The following table presents the computation of basic and diluted loss per common share (in thousands, except per share data).

	Year Ended December 31,
	2012			2011			2010
Loss applicable to Hilltop Holdings common stockholders	$	(5,592	)	$	(6,531	)	$	(548	)
Dividends on preferred stock	(259		)	—			(7,047		)
Redemption of preferred stock	—			—			(5,892		)
Loss applicable to Hilltop Holdings common stockholders for basic loss per common share	$	(5,851	)	$	(6,531	)	$	(13,487	)
Basic shares outstanding	58,754			56,499			56,492
Diluted shares outstanding	58,754			56,499			56,492
Basic loss per common share	$	(0.10	)	$	(0.12	)	$	(0.24	)
Diluted loss per common share	$	(0.10	)	$	(0.12	)	$	(0.24	)
Weighted-average equivalent shares excluded from diluted loss:
Senior exchangeable notes	6,208			6,208			6,718
Stock options	600			700			100
Total	6,808			6,908			6,818

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Notes Payable (Details) (USD $)			1 Months Ended		12 Months Ended			0 Months Ended	12 Months Ended			12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Jan. 31, 2007 Senior exchangeable notes due 2025, 7.50% per annum	Aug. 31, 2005 Senior exchangeable notes due 2025, 7.50% per annum	Dec. 31, 2012 Senior exchangeable notes due 2025, 7.50% per annum D	Dec. 31, 2011 Senior exchangeable notes due 2025, 7.50% per annum	Jan. 31, 2007 Senior exchangeable notes due 2025, 7.50% per annum Common stock	Nov. 30, 2011 Senior exchangeable notes due 2025, 7.50% per annum NLASCO	Dec. 31, 2012 Notes Payable NLASCO	Dec. 31, 2012 Notes Payable NLIC	Dec. 31, 2012 Notes Payable ASIC	Dec. 31, 2012 NLIC note payable due May 2033, three-month LIBOR plus 4.10%	Dec. 31, 2011 NLIC note payable due May 2033, three-month LIBOR plus 4.10%	Dec. 31, 2012 NLIC note payable due September 2033, three-month LIBOR plus 4.05%	Dec. 31, 2011 NLIC note payable due September 2033, three-month LIBOR plus 4.05%	Dec. 31, 2012 ASIC note payable due April 2034, three-month LIBOR plus 4.05%	Dec. 31, 2011 ASIC note payable due April 2034, three-month LIBOR plus 4.05%	Dec. 31, 2005 First Southwest nonrecourse notes, due January 2035	Dec. 31, 2012 First Southwest nonrecourse notes, due January 2035	Dec. 31, 2012 Insurance company note payable due March 2035, three-month LIBOR plus 3.40%	Dec. 31, 2011 Insurance company note payable due March 2035, three-month LIBOR plus 3.40%	Dec. 31, 2012 Insurance company line of credit NLASCO
Notes payable
Notes payable	$ 141,539,000	$ 131,450,000			$ 83,950,000	$ 83,950,000						$ 10,000,000	$ 10,000,000	$ 10,000,000	$ 10,000,000	$ 7,500,000	$ 7,500,000		$ 10,089,000	$ 20,000,000	$ 20,000,000
Interest rate (as a percent)				7.50%	7.50%													8.58%
Base interest rate (as a percent)												three-month LIBOR		three-month LIBOR		three-month LIBOR				three-month LIBOR		base rate
Margin on interest rate (as a percent)												4.10%		4.05%		4.05%				3.40%		3.75%
Interest rate at year end (as a percent)												4.41%		4.36%		4.36%				3.71%		4.51%
Debt issued				96,600,000														30,300,000
Number of shares per $1000 principal into which the debt can be exchanged			0.07395	0.0698812
Initial exchange price (in dollars per share)			$ 13.52	$ 14.31
Price of common shares in rights offering (in dollars per share)							$ 8.00
Percentage of the exchange price that the closing price of the entity's common stock must exceed in order for the notes to be exchanged					130.00%
Number of trading days within consecutive trading day period					20
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the exchange price for at least 20 trading days in order for the notes to be exchanged					30 days
Par value of debts purchased (in dollars)								6,900,000
Average cost of debts purchased								107.26
Maximum amount of statutory surplus up to which debts will be payable										30,000,000	15,000,000
Minimum beneficial ownership (as a percent)									50.00%
Minimum percentage of outstanding principal amount as a price at which each holder of the notes has the right to require the entity to purchase such holder's notes in whole or in part									100.00%
Total amount of Fee Award																		95,300,000
Increased interest rate of debt (as a percent)																		10.08%
Maximum borrowing capacity																						$ 5,000,000

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Reinsurance Activity

12 Months Ended

Dec. 31, 2012

Reinsurance Activity

Reinsurance Activity

26. Reinsurance Activity

NLASCO limits the maximum net loss that can arise from large risks or risks in concentrated areas of exposure by reinsuring (ceding) certain levels of risk. Substantial amounts of business are ceded, and these reinsurance contracts do not relieve NLASCO from its obligations to policyholders. Such reinsurance includes quota share, excess of loss, catastrophe, and other forms of reinsurance on essentially all property and casualty lines of insurance. Net insurance premiums earned, losses and LAE and policy acquisition and other underwriting expenses are reported net of the amounts related to reinsurance ceded to other companies. Amounts recoverable from reinsurers related to the portions of the liability for losses and LAE and unearned insurance premiums ceded to them are reported as assets. Failure of reinsurers to honor their obligations could result in losses to NLASCO; consequently, allowances are established for amounts deemed uncollectible as NLASCO evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. At December 31, 2012, reinsurance receivables have a carrying value of $18.6 million. There was no allowance for uncollectible accounts at December 31, 2012, based on our quality requirements.

Reinsurers with a balance in excess of 5% of our outstanding reinsurance receivables at December 31, 2012 are listed below (in thousands).

	Balances
	Due From		A.M. Best
	Reinsurers		Rating
Federal Emergency Management Agency	$	3,706	N/A
Endurance Specialty Insurance Ltd	2,142		A
Arden Reinsurance Co	1,702		A-
Platinum Underwriters Reinsurance, Inc.	1,415		A
Munich Reinsurance America, Inc.	1,076		A+
Arch Reinsurance Company	1,066		A+
MS Frontier Reinsurance Limited	1,059		A
	$	12,166

The effects of reinsurance on premiums written and earned are summarized as follows (in thousands).

	Year Ended December 31,
	2012						2011						2010
	Written			Earned			Written			Earned			Written			Earned
Premiums from direct business	$	163,780		$	162,383		$	155,054		$	147,419		$	139,290		$	134,701
Reinsurance assumed	6,422			5,882			5,388			5,176			5,079			4,998
Reinsurance ceded	(19,751		)	(21,564		)	(18,705		)	(18,547		)	(22,678		)	(22,507		)
Net premiums	$	150,451		$	146,701		$	141,737		$	134,048		$	121,691		$	117,192

The effects of reinsurance on incurred losses are as follows (in thousands).

	Year Ended December 31,
	2012			2011		2010
Loss and LAE incurred	$	115,347		$	92,655	$	109,882
Reinsurance recoverables	(6,188		)	4,079		(38,939		)
Net loss and LAE incurred	$	109,159		$	96,734	$	70,943

Multi-line excess of loss coverage

In addition to the catastrophe reinsurance noted below, both NLIC and ASIC participate in an excess of loss program with General Reinsurance Corporation. The General Reinsurance Corporation program is limited to each risk with respect to property and liability in the amount of $775,000 for each of NLIC and ASIC. Each of NLIC and ASIC retain $225,000 in this program. Effective January 1, 2013, the program limited each risk for property and liability in the amount of $700,000 for each NLIC and ASIC, with the retention increasing to $300,000.

Catastrophic coverage

NLASCO’s liabilities for losses and loss adjustment expenses include liabilities for reported losses, liabilities for incurred but not reported, or IBNR, losses and liabilities for loss adjustment expenses, or LAE, less a reduction for reinsurance recoverables related to those liabilities. The amount of liabilities for reported claims is based primarily on a claim-by-claim evaluation of coverage, liability, injury severity or scope of property damage, and any other information considered relevant to estimating exposure presented by the claim. The amounts of liabilities for IBNR losses and LAE are estimated on the basis of historical trends, adjusted for changes in loss costs, underwriting standards, policy provisions, product mix and other factors. Estimating the liability for unpaid losses and LAE is inherently judgmental and is influenced by factors that are subject to significant variation. Liabilities for LAE are intended to cover the ultimate cost of settling claims, including investigation and defense of lawsuits resulting from such claims. Based upon the contractual terms of the reinsurance agreements, reinsurance recoverables offset, in part, NLASCO’s gross liabilities.

At December 31, 2012, NLASCO has four layers of catastrophic excess of loss reinsurance coverage up to $170 million of losses per event in excess of $8 million retention by NLIC and $1.5 million retention by ASIC. The reinsurance in excess of $8 million is comprised of four layers of protection: $17 million in excess of $8 million retention; $25 million in excess of $25 million loss; $50 million in excess of $50 million loss and $70 million in excess of $100 million loss. NLIC and ASIC retain no participation in any of the layers, beyond the first $8 million and $1.5 million, respectively. At December 31, 2012, total retention for any one catastrophe that affects both NLIC and ASIC is limited to $8 million in the aggregate. At January 1, 2013, NLASCO renewed its reinsurance contract for its first, second and third layers of reinsurance. The projected premiums on these treaties for NLIC and ASIC are $10.1 million and $2.8 million, respectively, in 2013.

For the year ended December 31, 2012, NLASCO experienced a catastrophe that resulted in losses in excess of retention at NLIC, as compared to none during the year ended December 31, 2011. For the year ended December 31, 2010, NLASCO experienced one significant catastrophe that resulted in losses in excess of retention at ASIC. The Texas hail storm that exceeded retention in the year ended December 31, 2012, had incurred losses of $8.3 million. Gross losses from the 2010 catastrophe and other prior year catastrophic events, including Hurricanes Ike and Dolly, was $0.8 million, as compared to favorable development of $7.0 million for the same period in 2011. These losses have no effect on net loss and LAE incurred because the catastrophic events exceeded our retention and are fully recoverable. The primary financial effect beyond the reinsurance retention is additional reinstatement premium payable to the affected reinsurers. Reinstatement premiums during the years ended December 31, 2012, 2011 and 2010 of $0.5 million, $0.1 million and $2.5 million, respectively. Reinstatement premiums are recorded as ceded premiums.

For the year ended December 31, 2012, the ultimate loss development related to Hurricane Ike increased $1.4 million, resulting in reinstatement premiums of $0.6 million. Total loss development was favorable $0.6 million on Hurricane Dolly, resulting in a benefit from reinstatement premiums of $0.1 million.

For the year ended December 31, 2011, the ultimate loss development related to Hurricane Ike decreased $9.3 million, resulting in a benefit from reinstatement premiums of $0.4 million. Total loss development was favorable $1.0 million on Hurricane Dolly, resulting in a benefit from reinstatement premiums of $0.3 million.

For the year ended December 31, 2010, the ultimate loss development related to Hurricane Ike increased $25.0 million, resulting in additional reinstatement premiums of $1.1 million. Total loss development on Hurricane Dolly increased $3.9 million, resulting in additional reinstatement premiums of $0.9 million.

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Junior Subordinated Debentures and Trust Preferred Securities (Tables)

12 Months Ended

Dec. 31, 2012

Junior Subordinated Debentures and Trust Preferred Securities

Schedule of information regarding the PlainsCapital Debentures

Information regarding the PlainsCapital Debentures is shown in the following table (in thousands).

Investor	Issue Date	Amount
PCC Statutory Trust I	July 31, 2001	$	18,042
PCC Statutory Trust II	March 26, 2003	$	18,042
PCC Statutory Trust III	September 17, 2003	$	15,464
PCC Statutory Trust IV	February 22, 2008	$	15,464

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Income Taxes

12 Months Ended

Dec. 31, 2012

Income Taxes

Income Taxes

13. Income Taxes

The significant components of the income tax provision (benefit) are as follows (in thousands).

	Year Ended December 31,
	2012			2011			2010
Current:
Federal	$	4,346		$	(966	)	$	(538	)
State	935			—			(587		)
	5,281			(966		)	(1,125		)
Deferred:
Federal	(5,649		)	(4,043		)	118
State	(777		)	—			—
	(6,426		)	(4,043		)	118
	$	(1,145	)	$	(5,009	)	$	(1,007	)

The income tax benefit differs from the amount that would be computed by applying the statutory Federal income tax rate of 35% to loss before income taxes as a result of the following (in thousands).

	Year Ended December 31,
	2012			2011			2010
Computed tax at federal statutory rate	$	(2,185	)	$	(4,039	)	$	(544	)
Tax effect of:
Life insurance	(18		)	—			—
Tax-exempt income, net	(151		)	—			—
State income taxes	103			—			(587		)
Nondeductible expenses	352			(970		)	124
Nondeductible transaction costs	1,151			—			—
Minority interest	(174		)	—			—
Prior year return to provision adjustment	(150		)	—			—
Other	(73		)	—			—
	$	(1,145	)	$	(5,009	)	$	(1,007	)

The components of the tax effects of temporary differences that give rise to the net deferred tax asset included in other assets within the consolidated balance sheets are as follows (in thousands).

	December 31,
	2012		2011
Deferred tax assets:
Net operating loss carryforward	$	16,377	$	19,598
Purchase accounting adjustment - loans	50,752		—
Allowance for loan losses	1,235		—
Compensation and benefits	15,246		—
Indemnification agreements	8,242		—
Losses and LAE discounting	505		482
Unearned premiums	5,682		5,424
Non-accrual loan interest	1,497		—
Partnership investments	1,050		—
Foreclosed property	3,701		—
AMT credit carryforwards	769		769
Other	3,413		1,095
	108,469		27,368
Deferred tax liabilities:
Premises and equipment	10,109		—
Intangible assets	30,068		3,684
Derivatives	12,213		—
Net other comprehensive income	4,337		—
Deferred policy acquisition costs	6,934		6,714
Securities	8,665		8,616
Other	3,110		—
	75,436		19,014
Net deferred tax asset	$	33,033	$	8,354

The Company has no valuation allowance on its deferred tax assets at December 31, 2012 and 2011. In assessing the realization of deferred tax assets, management considered whether it was more likely than not that some portion or all of the deferred tax assets will not be realized. The Company is required to assess whether a valuation allowance should be established against the Company’s net deferred tax assets based on the consideration of all available evidence using a more likely than not standard. In making such judgments, significant weight is given to evidence that can be objectively verified. In assessing the Company’s ability to support the realizability of its deferred tax assets, management considered both positive and negative evidence, including our cumulative pre-tax loss position since the quarter ending December 31, 2009, less any abnormal occurrences during that period, as well as future taxable income and reversals of existing taxable temporary differences. The Company expects to realize our current deferred tax assets through the implementation of certain tax planning strategies surrounding the acquisition of PlainsCapital, core earnings, and reversal of timing differences. Therefore, the Company concluded there was sufficient positive evidence to outweigh the negative evidence of the prior year cumulative losses.

At December 31, 2012, the Company had net operating loss carryforwards for Federal income tax purposes of $46.8 million and $50.4 million for regular income tax and alternative minimum tax, respectively. Substantially all net operating loss carryforwards are subject to separate return limitations on their usage. These net operating loss carry-forwards expire in 2023 and later years. The net operating loss carry-forwards for alternative minimum Federal income taxes generally are limited to offsetting 90% of the alternative minimum taxable earnings for a taxable year.

GAAP requires the measurement of uncertain tax positions. Uncertain tax positions are the difference between a tax position taken, or expected to be taken in a tax return, and the benefit recognized for accounting purposes. There were no uncertain tax positions at December 31, 2012 and 2011. However, as a result of the resolution and the expiration of the statute of limitations on certain prior period state tax audits with associated uncertain tax positions, the Company recognized tax benefits of $1.0 million and $0.2 million during the years ended December 31, 2011 and 2010, respectively. The Company does not anticipate any significant liabilities for uncertain tax positions to arise in the next twelve months.

Hilltop files income tax returns in U.S. federal and several U.S. state jurisdictions. The Company is subject to tax audits in numerous jurisdictions in the U.S. until the applicable statute of limitation expire. Excluding those entities acquired as a part of the PlainsCapital Merger, Hilltop has been examined by U.S. tax authorities for U.S. federal income tax years prior to 2010, and is under no federal or state tax audits at December 31, 2012. PlainsCapital has been examined by U.S. tax authorities for U.S. federal income tax years prior to 2010, and is under no federal or state tax audits at December 31, 2012.

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Earnings (Loss) per Common Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Earnings (Loss) per Common Share
Income (loss) applicable to Hilltop Holdings common stockholders	$ 8,822	$ (4,048)	$ (10,709)	$ 343					$ (5,592)	$ (6,531)	$ (548)
Dividends on preferred stock	(259)								(259)		(7,047)
Redemption of preferred stock											(5,892)
Loss applicable to Hilltop Holdings common stockholders	$ 8,563	$ (4,048)	$ (10,709)	$ 343					$ (5,851)	$ (6,531)	$ (13,487)
Basic shares outstanding									58,754	56,499	56,492
Diluted shares outstanding									58,754	56,499	56,492
Basic earnings (loss) per common share (in dollars per share)	$ 0.13	$ (0.07)	$ (0.19)	$ 0.01	$ 0.09	$ 0.00	$ (0.23)	$ 0.02	$ (0.10)	$ (0.12)	$ (0.24)
Diluted earnings (loss) per common share (in dollars per share)	$ 0.13	$ (0.07)	$ (0.19)	$ 0.01	$ 0.09	$ 0.00	$ (0.23)	$ 0.02	$ (0.10)	$ (0.12)	$ (0.24)
Weighted-average equivalent shares excluded from diluted loss:
Weighted-average equivalent shares excluded from diluted loss									6,808	6,908	6,818
Senior exchangeable notes
Weighted-average equivalent shares excluded from diluted loss:
Weighted-average equivalent shares excluded from diluted loss									6,208	6,208	6,718
Stock options
Weighted-average equivalent shares excluded from diluted loss:
Weighted-average equivalent shares excluded from diluted loss									600	700	100

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2012

Stock-Based Compensation

Stock-Based Compensation

18. Stock-Based Compensation

On November 2, 2011, the Compensation Committee of our Board of Directors awarded two senior executives Stock Option Awards to purchase an aggregate of 600,000 shares of the Company’s common stock at an exercise price of $7.70 per share. These Stock Option Awards vest in five equal installments beginning on the grant date, with the remainder vesting on each grant date anniversary through 2015. Additionally, these Stock Option Awards expire on November 2, 2016.  Compensation expense related to these Stock Option Awards was $0.9 million, of which $0.5 million was amortized through December 2012 and the remaining $0.4 million will be amortized through October 2015. The fair value for these Stock Option Awards granted was estimated using the Black-Scholes option pricing model with an expected volatility of 25%, a risk-free interest rate of 0.96%, a dividend yield rate of zero, a five-year expected life of the options and a forfeiture rate of 15%.

In September 2012, the stockholders approved the Hilltop Holdings 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan allows for the granting of nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards to employees of Hilltop, its subsidiaries and outside directors of Hilltop. In the aggregate, 4,000,000 shares of common stock may be delivered pursuant to awards granted under the 2012 Plan. At December 31, 2012, no awards had been granted pursuant to the 2012 Plan.

Compensation expense related to the plans was $0.5 million, $0.1 million and $0.1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

During 2012, 2011 and 2010, Hilltop granted 5,183, 5,418 and 10,163 common shares, respectively, to independent members of our Board of Directors for service rendered to the Company during the respective periods.

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Income Taxes (Details 2) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Federal Regular income tax	Dec. 31, 2012 Federal Alternative minimum tax
Net operating loss carryforwards
Net operating loss carryforwards			$ 46.8	$ 50.4
Uncertain tax positions
Tax benefits recognized as a result of the resolution and the expiration of the statute of limitations on certain prior period state tax audits with associated uncertain tax positions	$ 1.0	$ 0.2

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Short-term Borrowings (Tables)

12 Months Ended

Dec. 31, 2012

Short-term borrowings

Schedule of short-term borrowings

Short-term borrowings at December 31, 2012 are summarized as follows (in thousands).

Federal funds purchased	$	269,625
Securities sold under agreements to repurchase	85,725
Federal Home Loan Bank (FHLB) notes	250,000
Short-term bank loans	122,900
	$	728,250

Securities sold under agreements to repurchase

Short-term borrowings

Schedule of short-term borrowings

Information concerning federal funds purchased and securities sold under agreements to repurchase for the month ended December 31, 2012, is shown in the following table (dollars in thousands).

Average balance during the period	$	277,470
Average interest rate during the period	0.25		%
Maximum month-end balance during the period	$	355,351
Average interest rate at end of year	0.22		%
Securities underlying the agreements at end of year
Carrying value	$	122,153
Estimated fair value	$	122,435

Federal Home Loan Bank (FHLB) notes

Short-term borrowings

Schedule of short-term borrowings

Other information regarding FHLB notes for the month ended December 31, 2012, is shown in the following table (dollars in thousands).

Average balance during the period	$	301,613
Average interest rate during the period	0.14		%
Maximum month-end balance during the period	$	250,000
Average interest rate at end of year	0.07		%

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Stockholders' Equity (Details) (USD $) In Millions, except Share data, unless otherwise specified		0 Months Ended	12 Months Ended		0 Months Ended									12 Months Ended
	Dec. 31, 2012	Sep. 27, 2011 Series B Preferred Stock	Dec. 31, 2012 Series B Preferred Stock item	Dec. 31, 2011 Series B Preferred Stock	Dec. 30, 2012 Series B Preferred Stock Dividend period beginning on December 1, 2012 and ending on December 31, 2012	Dec. 30, 2012 Series B Preferred Stock Dividend period beginning on January 1, 2013 and ending on March 31, 2013	Dec. 30, 2012 Series B Preferred Stock Dividend period beginning on April 1, 2013 and ending on December 31, 2013 Minimum	Dec. 30, 2012 Series B Preferred Stock Dividend period beginning on April 1, 2013 and ending on December 31, 2013 Maximum	Dec. 30, 2012 Series B Preferred Stock Dividend period beginning on January 1, 2014 and ending on March 26, 2016 Minimum	Dec. 30, 2012 Series B Preferred Stock Dividend period beginning on January 1, 2014 and ending on March 26, 2016 Maximum	Dec. 30, 2012 Series B Preferred Stock Dividend period beginning on March 27, 2016 ending on redemption	Dec. 30, 2012 Series B Preferred Stock Dividend period beginning on January 1, 2014 and ending on April 1, 2016	Dec. 20, 2010 Series A Preferred Stock	Dec. 31, 2004 Series A Preferred Stock	Sep. 06, 2010 Series A Preferred Stock	Feb. 18, 2009 Series A Preferred Stock	Dec. 20, 2010 Preferred Stock	Nov. 30, 2012 Plains Capital	Nov. 30, 2012 Plains Capital Series B Preferred Stock
Stockholders' Equity
Amount of retained earnings available for dividend declaration without prior regulatory approval	$ 13.9
Stockholders' Equity
Number of shares of Hilltop Series B Preferred Stock into which each outstanding share of PlainsCapital Non-Cumulative Perpetual Preferred Stock, Series C is converted																		1	1
Annualized Dividend Rate (as a percent)					2.73%	2.468%	1.00%	5.00%	1.00%	5.00%	9.00%		8.25%	8.25%
Quarterly lending incentive fee as a percentage of the liquidation value												0.50%
Number of quarters after failure to declare and pay dividends on Series B Preferred Stock for which the entity may not pay dividends to common stockholders nor may repurchase or redeem any shares of common stock			3
Tier 1 Dividend Threshold (as a percent)		90.00%
Redemption price as a percentage of the liquidation amount			100.00%
Preferred Stock issued														5,000,000
Offering price (in dollars per share)														$ 25.00
Liquidation preference (in dollars per share)			$ 1,000.00	$ 1,000.00										$ 25.00
Cash redemption price (in dollars per share)															$ 25.2063	$ 25.00
Number of Series A Cumulative Redeemable Preferred Stock reclassified and designated as preferred stock													(750,000)				750,000

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Acquisition (Tables)

12 Months Ended

Dec. 31, 2012

Acquisition

Schedule of components of the consideration paid

The components of the consideration paid are shown in the following table (in thousands).

Fair value of consideration paid:
Common stock issued	$	387,584
Preferred stock issued	114,068
Cash	311,805
Total consideration paid	$	813,457

Schedule of the resulting fair values of the identifiable assets acquired and liabilities assumed

The resulting fair values of the identifiable assets acquired, and liabilities assumed, of PlainsCapital at December 1, 2012 are summarized in the following table (in thousands).

Cash and due from banks	$	393,132
Federal funds sold and securities purchased agreements to resell	84,352
Securities	730,779
Loans held for sale	1,520,833
Loans, net	3,195,309
Broker-dealer and clearing organization receivables	149,457
Premises and equipment	96,886
Other intangible assets	70,650
Other assets	241,876
Total identifiable assets acquired	6,483,274
Deposits	4,463,069
Broker-dealer and clearing organization payables	263,894
Short-term borrowings	914,062
Notes payable	10,855
Junior subordinated debentures	67,012
Other liabilities	180,998
Total liabilities assumed	5,899,890
Net identifiable assets acquired	583,384
Goodwill resulting from the acquisition	230,073
Net assets acquired	$	813,457

Schedule of actual and pro forma financial information

	PlainsCapital		Pro Forma Combined
	Acquisition Date		Twelve Months Ended
	through		December 31,
	December 31, 2012		2012		2011
Net interest income	$	24,029	$	221,635	$	225,436
Other revenues	70,085		901,347		616,582
Net income	8,361		75,138		63,067

Schedule of loans acquired in business combination

Acquired loans at the acquisition date are presented in the following table (in thousands).

	Acquired		Acquired		Total Acquired
Acquired Loans	Impaired		Performing		Loans
Commercial and industrial	$	74,911	$	1,684,706	$	1,759,617
Real estate	63,866		1,077,295		1,141,161
Construction and land development	34,008		232,313		266,321
Consumer	79		28,131		28,210
Total	$	172,864	$	3,022,445	$	3,195,309

Schedule of outstanding contractual balance and the carrying value of the acquired impaired loans

PCI loans at December 31, 2012 are summarized by class in the following table (in thousands).

	Unpaid						Total
	Contractual		Nonaccretable		Accretable		Recorded
	Principal Balance		Difference		Yield		Investment
Commercial and industrial:
Secured	$	91,633	$	24,982	$	6,114	$	67,967
Unsecured	12,198		8,707		472		3,419
Real estate:
Secured by commercial properties	66,736		15,816		7,294		55,519
Secured by residential properties	8,690		2,251		557		6,728
Construction and land development:
Residential construction loans	14,787		2,903		1,165		11,776
Commercial construction loans and land development	28,538		6,703		1,942		21,294
Consumer	92		16		9		77
	$	222,674	$	61,378	$	17,553	$	166,780

Schedule of changes in the accretable yield for the acquired impaired loans

Changes in the accretable yield for the PCI loans for the month ended December 31, 2012, were as follows (in thousands).

Balance, December 1, 2012	$	18,427
Disposals of loans	22
Accretion	851
Balance, December 31, 2012	$	17,554

Plains Capital

Acquisition

Schedule of outstanding contractual balance and the carrying value of the acquired impaired loans

The following table presents the outstanding contractual balance and the carrying value of the PCI loans at December 31, 2012 (in thousands).

Carrying amount	$	166,780
Oustanding balance	222,674

Plains Capital | PCI loans

Acquisition

Schedule of acquired loans at acquisition

The following table presents information about the PCI loans at acquisition (in thousands).

Contractually required principal and interest payments	$	252,818
Nonaccretable difference	61,527
Cash flows expected to be collected	191,291
Accretable difference	18,427
Fair value of loans acquired with a deterioration of credit quality	$	172,864

Plains Capital | Acquired performing loans

Acquisition

Schedule of acquired loans at acquisition

The following table presents information about the acquired performing loans at acquisition (in thousands).

Contractually required principal and interest payments	$	3,498,554
Contractual cash flows not expected to be collected	92,526
Fair value at acquisition	3,022,445

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Derivative Financial Instruments (Details) (USD $)	1 Months Ended
	Dec. 31, 2012
Non-Hedging Derivative Instruments
Derivative financial instruments
Net loss due to changes in the fair value of the derivative instruments	$ 6,200,000
Interest rate lock commitments | Non-Hedging Derivative Instruments
Derivative financial instruments
Notional Amount	1,133,211,000
Estimated Fair Value	15,616,000
Interest rate swaps | Cash Flow Hedges | Designated as hedging instrument
Derivative financial instruments
Notional Amount	1,969,000
Estimated Fair Value	25,000
Forward purchase commitments | Non-Hedging Derivative Instruments
Derivative financial instruments
Notional Amount	1,586,930,000
Estimated Fair Value	$ (1,025,000)

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net loss	$ (5,098)	$ (6,531)	$ (548)
Other comprehensive income (loss):
Unrealized gains (losses) on securities available for sale, net of tax of $(3,172), $4,692 and $928	(5,889)	8,713	1,723
Comprehensive income (loss)	(10,987)	2,182	1,175
Less: comprehensive income attributable to noncontrolling interest	494
Comprehensive income (loss) applicable to Hilltop Holdings	$ (11,481)	$ 2,182	$ 1,175

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Goodwill and Other Intangible Assets (Details) (USD $)	1 Months Ended	12 Months Ended		11 Months Ended
	Dec. 31, 2012 item	Dec. 31, 2012	Dec. 31, 2011	Nov. 30, 2012 Before acquisition item
Activity in goodwill
Balance, beginning of year		$ 23,988,000
Goodwill from PlainsCapital acquisition		230,073,000
Other		(291,000)
Balance, end of year	253,770,000	253,770,000
Indefinite lived intangible asset	77,738,000	77,738,000	9,074,000
Estimated fair value of indefinite lived intangible assets related to state licenses acquired as a part of the NLASCO acquisition	$ 3,000,000	$ 3,000,000
Key assumptions used to determine fair value of Insurance reporting unit
Number of reporting units	4			2

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Acquisition

12 Months Ended

Dec. 31, 2012

Acquisition

Acquisition

2. Acquisition

After the close of business on November 30, 2012, Hilltop acquired PlainsCapital in a stock and cash transaction. PlainsCapital merged with and into Meadow Corporation, a wholly owned subsidiary of Hilltop, with Meadow Corporation continuing as the surviving entity under the name “PlainsCapital Corporation.”

As a result of the Merger, each outstanding share of PlainsCapital common stock was converted into the right to receive 0.776 shares of Hilltop common stock and $9.00 in cash, and each outstanding share of PlainsCapital Non-Cumulative Perpetual Preferred Stock, Series C, all the outstanding shares of which are held by the United States Department of the Treasury, was converted into one share of Hilltop Non-Cumulative Perpetual Preferred Stock, Series B (the “Hilltop Series B Preferred Stock”).

The components of the consideration paid are shown in the following table (in thousands).

Fair value of consideration paid:
Common stock issued	$	387,584
Preferred stock issued	114,068
Cash	311,805
Total consideration paid	$	813,457

The resulting fair values of the identifiable assets acquired, and liabilities assumed, of PlainsCapital at December 1, 2012 are summarized in the following table (in thousands).

Cash and due from banks	$	393,132
Federal funds sold and securities purchased agreements to resell	84,352
Securities	730,779
Loans held for sale	1,520,833
Loans, net	3,195,309
Broker-dealer and clearing organization receivables	149,457
Premises and equipment	96,886
Other intangible assets	70,650
Other assets	241,876
Total identifiable assets acquired	6,483,274
Deposits	4,463,069
Broker-dealer and clearing organization payables	263,894
Short-term borrowings	914,062
Notes payable	10,855
Junior subordinated debentures	67,012
Other liabilities	180,998
Total liabilities assumed	5,899,890
Net identifiable assets acquired	583,384
Goodwill resulting from the acquisition	230,073
Net assets acquired	$	813,457

The initial goodwill of $230.1 million resulting from the acquisition represents the inherent long-term value expected from the business opportunities created from combining PlainsCapital with Hilltop. The Company used significant estimates and assumptions to value the identifiable assets acquired and liabilities assumed. The purchase date valuations are considered preliminary and are subject to change for up to one year after the acquisition date. While the Company is in the process of finalizing its purchase price allocation, significant changes are not anticipated. The amount of goodwill recorded in connection with the Company’s acquisition of PlainsCapital is not deductible for tax purposes. For further information regarding goodwill, refer to Note 8.

The results of operations acquired in the PlainsCapital transaction have been included in Hilltop’s financial results since December 1, 2012. The following table discloses the impact of PlainsCapital (excluding the impact of acquisition-related merger and restructuring charges discussed below) since the acquisition date through December 31, 2012 (in thousands). The table also presents pro forma results had the acquisition taken place on January 1, 2011. The pro forma financial information combines the historical results of Hilltop and PlainsCapital and includes the estimated impact of purchase accounting adjustments. The purchase accounting adjustments reflect the impact of recording the acquired loans at fair value, including the estimated accretion of the purchase discount on the loan portfolio and related adjustments to PlainsCapital’s provision for loan losses. Accretion estimates were based on the acquisition date purchase discount on the loan portfolio, as it was not practicable to determine the amount of discount that would have been recorded based on economic conditions that existed on January 1, 2011. The pro forma results do not include any potential operating cost savings as a result of the acquisition. Further, certain costs associated with any restructuring or integration activities are also not reflected in the pro forma results. Pro forma results for 2011 and 2012 include the acquisition-related merger and restructuring charges incurred during the period. The pro forma results are not indicative of what would have occurred had the acquisition taken place on the indicated date.

	PlainsCapital		Pro Forma Combined
	Acquisition Date		Twelve Months Ended
	through		December 31,
	December 31, 2012		2012		2011
Net interest income	$	24,029	$	221,635	$	225,436
Other revenues	70,085		901,347		616,582
Net income	8,361		75,138		63,067

Merger-related expenses of $6.6 million associated with the PlainsCapital acquisition are included in noninterest expense within the consolidated statements of operations for 2012. Such expenses were for professional services and other incremental costs associated with the integration of operations.

In connection with the acquisition of PlainsCapital, Hilltop acquired loans both with and without evidence of credit quality deterioration since origination. The acquired loans were initially recorded at fair value with no carryover of any allowance for loan losses. For further information regarding the Company’s accounting policies for loans acquired in business combinations, refer to Note 1.

Acquired loans at the acquisition date are presented in the following table (in thousands).

	Acquired		Acquired		Total Acquired
Acquired Loans	Impaired		Performing		Loans
Commercial and industrial	$	74,911	$	1,684,706	$	1,759,617
Real estate	63,866		1,077,295		1,141,161
Construction and land development	34,008		232,313		266,321
Consumer	79		28,131		28,210
Total	$	172,864	$	3,022,445	$	3,195,309

The following table presents information about the PCI loans at acquisition (in thousands).

Contractually required principal and interest payments	$	252,818
Nonaccretable difference	61,527
Cash flows expected to be collected	191,291
Accretable difference	18,427
Fair value of loans acquired with a deterioration of credit quality	$	172,864

The following table presents information about the acquired performing loans at acquisition (in thousands).

Contractually required principal and interest payments	$	3,498,554
Contractual cash flows not expected to be collected	92,526
Fair value at acquisition	3,022,445

The following table presents the outstanding contractual balance and the carrying value of the PCI loans at December 31, 2012 (in thousands).

Carrying amount	$	166,780
Oustanding balance	222,674

Changes in the accretable yield for the PCI loans for the month ended December 31, 2012, were as follows (in thousands).

Balance, December 1, 2012	$	18,427
Disposals of loans	22
Accretion	851
Balance, December 31, 2012	$	17,554

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Broker-Dealer and Clearing Organization Receivables and Payables (Tables)

12 Months Ended

Dec. 31, 2012

Broker-Dealer and Clearing Organization Receivables and Payables

Schedule of broker-dealer and clearing organization receivables and payables

Broker-dealer and clearing organization receivables and payables at December 31, 2012 consisted of the following (in thousands). There were no broker-dealer and clearing organization receivables and payables at December 31, 2011.

Receivables:
Securities borrowed	$	103,936
Securities failed to deliver	33,045
Clearing organizations	8,543
Due from dealers	40
	$	145,564
Payables:
Securities loaned	$	115,102
Correspondents	41,414
Securities failed to receive	31,474
	$	187,990

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Loans and Allowance for Loan Losses (Details 2) (USD $)	1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012	Dec. 30, 2012
Loans and Allowance for Loan Losses
Days outstanding loans and leases receivable are generally considered past due		90 days
Impaired loans
Unpaid Contractual Principal balance	$ 222,674,000	$ 222,674,000
Nonaccretable difference	61,378,000	61,378,000
Accretable Yield	17,553,000	17,553,000
Total Recorded Investment	166,780,000	166,780,000
Interest income recorded on accruing impaired loans	900,000
Non-accrual loans			1,800,000
Secured
Impaired loans
Unpaid Contractual Principal balance	91,633,000	91,633,000
Nonaccretable difference	24,982,000	24,982,000
Accretable Yield	6,114,000	6,114,000
Total Recorded Investment	67,967,000	67,967,000
Unsecured
Impaired loans
Unpaid Contractual Principal balance	12,198,000	12,198,000
Nonaccretable difference	8,707,000	8,707,000
Accretable Yield	472,000	472,000
Total Recorded Investment	3,419,000	3,419,000
Secured by commercial properties
Impaired loans
Unpaid Contractual Principal balance	66,736,000	66,736,000
Nonaccretable difference	15,816,000	15,816,000
Accretable Yield	7,294,000	7,294,000
Total Recorded Investment	55,519,000	55,519,000
Secured by residential properties
Impaired loans
Unpaid Contractual Principal balance	8,690,000	8,690,000
Nonaccretable difference	2,251,000	2,251,000
Accretable Yield	557,000	557,000
Total Recorded Investment	6,728,000	6,728,000
Residential construction loan
Impaired loans
Unpaid Contractual Principal balance	14,787,000	14,787,000
Nonaccretable difference	2,903,000	2,903,000
Accretable Yield	1,165,000	1,165,000
Total Recorded Investment	11,776,000	11,776,000
Commercial construction loans and land development
Impaired loans
Unpaid Contractual Principal balance	28,538,000	28,538,000
Nonaccretable difference	6,703,000	6,703,000
Accretable Yield	1,942,000	1,942,000
Total Recorded Investment	21,294,000	21,294,000
Consumer
Impaired loans
Unpaid Contractual Principal balance	92,000	92,000
Nonaccretable difference	16,000	16,000
Accretable Yield	9,000	9,000
Total Recorded Investment	$ 77,000	$ 77,000

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Other Noninterest Income and Expense (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Other noninterest income:
Revenue from check and stored value cards	$ 275
Net loss from trading securities portfolio	(646)
Trust fees	411
Service charges on depositor accounts	724
Commission and insurance agency income	2,159	2,645	2,353
Direct bill fees and insurance service fee income	4,109	4,140	4,391
Other	1,541
Other noninterest income	8,573	6,785	6,744
Other noninterest expense:
Marketing	2,245
Data processing	4,033	434	376
Unreimbursed loan closing costs	5,944
Amortization of intangible assets	1,986	1,525	1,643
Acquisition costs	6,570	2,603	1,271
Management Fees	1,025	1,098	1,124
Accounting fees	2,269	852	793
Other professional services	5,004	412	693
Other	5,292	2,869	2,590
Other noninterest expense	$ 34,368	$ 9,793	$ 8,490

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Summary of Significant Accounting and Reporting Policies (Details 4) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Debt Issuance Costs
Debt issuance costs amortized	$ 200,000	$ 200,000	$ 200,000
Accumulated amortization of loan origination cost	1,600,000	1,400,000
Advertising
Advertising expense	400,000	34,000	100,000
Senior exchangeable notes | NLASCO
Debt Issuance Costs
Debt issuance costs amortized		200,000
Par value of debts purchased		$ 6,900,000

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Regulatory Matters

12 Months Ended

Dec. 31, 2012

Regulatory Matters

Regulatory Matters

19. Regulatory Matters

Bank

The Bank and Hilltop are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct, material effect on the consolidated financial statements. The regulations require us to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the companies to maintain minimum amounts and ratios (set forth in the following table) of Tier 1 capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of Tier 1 and total capital (as defined) to risk-weighted assets (as defined). The Tier 1 Capital (to average assets) ratio was calculated using the average assets for the month of December 2012. A comparison of the Bank’s and Hilltop’s actual capital amounts and ratios to the minimum requirements is as follows (dollars in thousands).

	December 31, 2012
	Required				Actual
	Amount		Ratio		Amount		Ratio
Bank:
Tier 1 capital (to average assets)	$	245,495	4	%	$	542,307	8.84	%
Tier 1 capital (to risk-weighted assets)	183,308		4	%	542,307		11.83	%
Total capital (to risk-weighted assets)	366,615		8	%	546,598		11.93	%
Hilltop:
Tier 1 capital (to average assets)	$	266,514	4	%	$	871,379	13.08	%
Tier 1 capital (to risk-weighted assets)	196,670		4	%	871,379		17.72	%
Total capital (to risk-weighted assets)	393,340		8	%	875,670		17.81	%

A reconciliation of book capital to Tier 1 and total capital (as defined) is as follows (in thousands).

	December 31, 2012
	Bank			Hilltop
Total capital per books	$	831,677		$	1,144,496
Add:
Minority interests	2,054			2,054
Trust preferred securities	—			65,000
Net unrealized holding losses on securities available for sale and held in trust	1,125			(8,094		)
Deduct:
Goodwill and other disallowed intangible assets	(292,341		)	(331,508		)
Other	(208		)	(569		)
Tier 1 capital (as defined)	542,307			871,379
Add: Allowable Tier 2 capital
Allowance for loan losses	4,291			4,291
Total capital (as defined)	$	546,598		$	875,670

To be considered adequately capitalized (as defined) under the regulatory framework for prompt corrective action, the Bank must maintain minimum Tier 1 capital to total average assets and Tier 1 capital to risk-weighted assets ratios of 4%, and a total capital to risk-weighted assets ratio of 8%.  Based on the actual capital amounts and ratios shown in the previous table, the Bank’s ratios place it in the well capitalized (as defined) capital category under the regulatory framework for prompt corrective action. The minimum required capital amounts and ratios for the well capitalized category are summarized as follows (dollars in thousands):

	December 31, 2012
	Required				Actual
	Amount		Ratio		Amount		Ratio
Bank:
Tier 1 capital (to average assets)	$	306,869	5	%	$	542,307	8.84	%
Tier 1 capital (to risk-weighted assets)	274,961		6	%	542,307		11.83	%
Total capital (to risk-weighted assets)	458,269		10	%	546,598		11.93	%

Financial Advisory

Pursuant to the net capital requirements of the Exchange Act, FSC has elected to determine its net capital requirements using the alternative method. Accordingly, FSC is required to maintain minimum net capital, as defined in Rule 15c3-1, equal to the greater of $250,000 or 2% of aggregate debit balances, as defined in Rule 15c3-3. At December 31, 2012, FSC had net capital of $47.6 million; the minimum net capital requirement was $2.8 million; net capital maintained by FSC was 34% of aggregate debits; and net capital in excess of the minimum requirement was $44.8 million.

Mortgage Origination

As a mortgage originator, PrimeLending is subject to minimum net worth requirements established by the United States Department of Housing and Urban Development (“HUD”) and the Government National Mortgage Association (“GNMA”). On an annual basis, PrimeLending submits audited financial statements to HUD and GNMA documenting PrimeLending’s compliance with the minimum net worth requirements. In addition, PrimeLending monitors compliance on an ongoing basis and, as of December 31, 2012, PrimeLending’s net worth exceeded the amounts required by both HUD and GNMA.

Insurance

The Company’s insurance subsidiaries’, which are domiciled in the State of Texas, statutory financial statements are presented on the basis of accounting practices prescribed or permitted by the Texas Department of Insurance. Texas had adopted the National Association of Insurance Commissioners’ statutory accounting practices as the basis of its statutory accounting practices with certain differences which are not significant to the company’s statutory equity.

Following is a summary of statutory capital and surplus and statutory net income (loss) of each insurance subsidiary (in thousands).

	Year Ended December 31,
	2012			2011			2010
National Lloyds Insurance Company:
Capital and surplus	$	94,558		$	94,154		$	94,081
Statutory net income (loss)	$	(3,858	)	$	(133	)	$	7,010
American Summit Insurance Company:
Capital and surplus	$	25,761		$	24,554		$	25,216
Statutory net income (loss)	$	972		$	(541	)	$	642

The funding of the cash requirements (including debt service) of NLASCO is primarily provided by cash dividends from NLASCO’s wholly owned insurance subsidiaries. Dividends paid by the insurance subsidiaries are restricted by regulatory requirements of the Texas Department of Insurance. Under Texas State Insurance Law for property and casualty companies, all dividends must be distributed out of earned surplus only. Furthermore, without the prior approval of the Commissioner, dividends cannot be declared or distributed which exceed the greater of ten percent of NLASCO’s surplus, as shown by its last statement on file with the Commissioner, or one hundred percent of net income for such period. The subsidiaries paid $6.0 million in dividends to NLASCO in 2010, and no dividends in 2011 or 2012. At December 31, 2012, the maximum dividend that may be paid to NLASCO in 2013 without regulatory approval is approximately $12 million.

Regulations of the Texas Department of Insurance require insurance companies to maintain minimum levels of statutory surplus to ensure their ability to meet their obligations to policyholders. At December 31, 2012, the Company’s insurance subsidiaries had statutory surplus in excess of the minimum required.

Also, the NAIC has adopted the RBC formula for insurance companies that establishes minimum capital requirements relating to insurance risk, asset credit risk, interest rate risk and business risk. The formula is used by the NAIC and certain state insurance regulators as an early warning tool to identify companies that require additional scrutiny or regulatory action. At December 31, 2012, the Company’s insurance subsidiaries’ RBC ratio exceeded the level at which regulatory action would be required.

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Condensed Financial Statements of Parent (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net loss	$ 9,316	$ (4,048)	$ (10,709)	$ 343	$ 5,044	$ 248	$ (13,233)	$ 1,410	$ (5,098)	$ (6,531)	$ (548)
Comprehensive income (loss) applicable to Hilltop Holdings									(11,481)	2,182	1,175
Hilltop Holdings Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net loss									(5,098)	(6,531)	(548)
Other comprehensive income (loss), net of tax									(4,900)	8,581	1,723
Comprehensive income (loss) applicable to Hilltop Holdings									$ (9,998)	$ 2,050	$ 1,175

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Fair Value Measurements (Details 2) (Level 3, USD $)	12 Months Ended							1 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010 item	Dec. 31, 2012 Note receivable and warrants	Dec. 31, 2011 Note receivable and warrants	Dec. 31, 2010 Note receivable and warrants	Dec. 31, 2012 Mortgage servicing asset	Jul. 31, 2011 SWS
Rollforward for financial instruments measured at fair value using Level 3 inputs
Balance, beginning of year	$ 60,377,000		$ 115,000	$ 60,377,000		$ 115,000
Purchases	1,890,000	50,709,000			50,709,000		1,890,000
Sales			(17,000)			(17,000)
Total gains or losses (realized or unrealized):
Included in net income (loss)	190,000		(101,000)			(101,000)	190,000
Included in other comprehensive income (loss)	(4,100,000)	(9,668,000)	3,000	(4,100,000)	(9,668,000)	3,000
Balance, end of year	58,357,000	60,377,000		56,277,000	60,377,000		2,080,000
Term loan made to SWS								$ 50,000,000
Number of commercial mortgage-backed securities sold			2

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Recently Issued Accounting Standards

12 Months Ended

Dec. 31, 2012

Recently Issued Accounting Standards

Recently Issued Accounting Standards

30. Recently Issued Accounting Standards

Deferred Policy Acquisition Costs

In October 2010, the FASB issued ASU-2010-26 to address the diversity in practice for the accounting for costs associated with acquiring or renewing insurance contracts. This guidance modifies the definition of policy acquisition costs to specify that a cost must be directly related to the successful acquisition of a new or renewal insurance contract in order to be deferred. If application of this guidance would result in the capitalization of policy acquisition costs that had not previously been capitalized by a reporting entity, the entity may elect not to capitalize those costs. The updated guidance is effective for periods beginning after December 15, 2011. The Company adopted this guidance prospectively on January 1, 2012, and it had no material impact on the Company’s consolidated financial statements.

Achieving Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs

In May 2011, the FASB amended the Fair Value Measurements and Disclosures Topic of the ASC to converge the fair value measurement guidance in U.S. GAAP and International Financial Reporting Standards. The amendments clarify the application of existing fair value measurement requirements, change certain principles in the Fair Value Measurements and Disclosure Topic and require additional fair value disclosures. The amendments became effective for Hilltop on January 1, 2012 and did not have a significant effect on the Company’s consolidated financial statements. Hilltop has included the additional disclosures required by the amendments in Note 3.

Comprehensive Income

In June 2011, the FASB amended the Comprehensive Income Topic of the ASC to revise the manner in which entities present comprehensive income in their financial statements. The amendments became effective for Hilltop on January 1, 2012. Accordingly, the Company has presented the components of comprehensive income in a separate statement of comprehensive income immediately following the statement of operations, rather than in the statement of stockholders’ equity. The adoption of the amendment did not have a significant effect on the Company’s consolidated financial statements.

In February 2013, the FASB issued an additional amendment to the Comprehensive Income Topic to improve the reporting of reclassifications out of comprehensive income. The amendments require entities to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income (loss) if the amount being reclassified is required under GAAP to be reclassified out of accumulated other comprehensive income in its entirety to net income (loss). The amendment became effective for Hilltop on January 1, 2013, and its adoption is not expected to have a significant effect on the Company’s financial position, results of operations or cash flows.

Offsetting Asset and Liabilities

In December 2011, the FASB amended the Balance Sheet Topic of the ASC to require enhanced disclosures about the nature and effect or potential effect of an entity’s rights of setoff associated with its financial and derivative instruments. In January 2013, the FASB issued an update to the amendments, which narrowed the scope of the financial instruments for which the enhanced disclosures are applicable. The amendments became effective for Hilltop on January 1, 2013, and its adoption is not expected to have a significant effect on the Company’s financial position, results of operations or cash flows.

Testing Indefinite-Lived Intangible Assets for Impairment

In July 2012, the FASB amended the Intangibles Topic of the ASC to simplify how entities test indefinite-lived intangible assets, other than goodwill, for impairment. Entities have the option to qualitatively test whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount in determining whether step one of the annual impairment test is necessary. The adoption of the amendment became effective for Hilltop in the fourth quarter of 2012 and did not have a significant effect on the Company’s consolidated financial statements.

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Junior Subordinated Debentures and Trust Preferred Securities

12 Months Ended

Dec. 31, 2012

Junior Subordinated Debentures and Trust Preferred Securities

Junior Subordinated Debentures and Trust Preferred Securities

12. Junior Subordinated Debentures and Trust Preferred Securities

PlainsCapital has four statutory Trusts, three of which were formed under the laws of the state of Connecticut and the fourth, PCC Statutory Trust IV, which was formed under the laws of the state of Delaware. The Trusts were created for the sole purpose of issuing and selling preferred securities and common securities, using the resulting proceeds to acquire junior subordinated debentures issued by PlainsCapital (the “Debentures”). Accordingly, the Debentures are the sole assets of the Trusts, and payments under the Debentures are the sole revenue of the Trusts. All of the common securities are owned by PlainsCapital; however, PlainsCapital is not the primary beneficiary of the Trusts. Accordingly, the Trusts are not included in PlainsCapital’s consolidated financial statements.

The Trusts have issued $65,000,000 of floating rate preferred securities and $2,012,000 of common securities and have invested the proceeds from the securities in floating rate Debentures of PlainsCapital. Information regarding the PlainsCapital Debentures is shown in the following table (in thousands).

Investor	Issue Date	Amount
PCC Statutory Trust I	July 31, 2001	$	18,042
PCC Statutory Trust II	March 26, 2003	$	18,042
PCC Statutory Trust III	September 17, 2003	$	15,464
PCC Statutory Trust IV	February 22, 2008	$	15,464

The stated term of the Debentures is 30 years with interest payable quarterly. The rate on the Debentures, which resets quarterly, is 3-month LIBOR plus an average spread of 3.22%. The total average interest rate at December 31, 2012 was 3.53%. The term, rate and other features of the preferred securities are the same as the Debentures. PlainsCapital’s obligations under the Debentures and related documents, taken together, constitute a full and unconditional guarantee of the Trust’s obligations under the preferred securities.

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Stock-Based Compensation (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended			0 Months Ended		0 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Nov. 02, 2011 Stock Option Awards	Dec. 31, 2012 Stock Option Awards	Nov. 02, 2011 2003 Plan Stock Option Awards item	Sep. 30, 2012 2012 Plan
Stock based compensation
Number of awards approved for grant (in shares)							4,000,000
Number of awards approved for grant (in shares)						600,000
Number of senior executive officers to whom awards granted						2
Exercise price (in dollars per share)						$ 7.70
Awards vesting in number of equal installments						5
Expected volatility (as a percent)						25.00%
Risk-free interest rate (as a percent)						0.96%
Expected life						5 years
Forfeiture rate (as a percent)						15.00%
Compensation expense amortized	$ 0.5	$ 0.1	$ 0.1
Compensation expense amortized				0.9
Compensation expense amortized					0.5
Compensation expense yet to amortized					$ 0.4
Common shares granted to independent members of board of directors for service rendered	5,183	5,418	10,163