X0306 4 2014-02-24 0 0001265131 Hilltop Holdings Inc. HTH 0001322721 Martin John A 200 CRESCENT COURT, SUITE 1330 DALLAS TX 75201 0 1 0 0 EVP/CFO of PlainsCapital Corp. Common Stock 2014-02-24 4 A 0 7406 0 A 75477 D Common Stock 1522 I By ESOP Represents restricted stock units granted to the reporting person. Such restricted stock units will vest, and an equal number of shares of common stock will be deliverable to the reporting person, upon the third anniversary of the date of grant, February 24, 2017, or immediately upon the earlier occurrence of events specified in the reporting person's restricted stock unit award agreement, including a "change in control" of Hilltop Holdings Inc. The shares of common stock deliverable upon conversion of such restricted stock units will be subject to restrictions on transfer until the first anniversary of the vesting date of the restricted stock units, February 24, 2018, or an earlier "change in control" of Hilltop Holdings Inc. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of these shares. /s/ John A. Martin 2014-02-26