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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

Form 10-K/A(Amendment No. 1)

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from          to


Commission File No. 033-19694



FirstCity Financial Corporation(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

76-0243729(I.R.S. Employer
Identification Number)6400 Imperial Drive, Waco, TX(Address of Principal Executive Offices)

76712(Zip Code)


(254) 761-2800(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 RegisteredCommon Stock, par value $.01

The NASDAQ Global Select Market


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. Yes o    No ý

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

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. Yes ý    No o

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. o

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 o

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company ý


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

The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, 2010 was $58,991,383 based on the
closing price of the common stock of $6.66 per share on such date as reported on the NASDAQ Global Select Market.

The
number of shares of the registrant's common stock outstanding at April 15, 2011 was 10,375,590.



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FIRSTCITY FINANCIAL CORPORATION

TABLE OF CONTENTS



PART IIIItem 10.

Directors, Executive Officers and Corporate Governance

4Item 11.

Executive Compensation

10Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

14Item 13.

Certain Relationships and Related Transactions, and Director Independence

15Item 14.

Principal Accounting Fees and Services

16PART IVItem 15.

Exhibits and Financial Statement Schedules

18Signatures

24


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EXPLANATORY NOTE

FirstCity Financial Corporation (the "Company," "FirstCity," "we" or "us") is filing this Amendment No. 1 on
Form 10-K/A ("Amended Report") to its Annual Report on Form 10-K for the period ended December 31, 2010, which was filed with the Securities and Exchange
Commission ("SEC") on March 31, 2011 ("Original Report"), for the sole purpose of including disclosures under Part III, Items 10 through 14, of Form 10-K, which
were not included in the Original Report. Our definitive proxy statement for our 2011 Annual Meeting of Stockholders will not be filed with the SEC within 120 days after the end of our fiscal
year ended December 31, 2010; therefore, we are filing this Amended Report to provide the incorporated information within the required time period.

Except
as described above, the Company has not modified or updated disclosures presented in the Original Report in this Amended Report. Accordingly, this Amended Report does not reflect
events occurring after the filing of our Original Report or modify or update those disclosures, including the exhibits to the Original Report, affected by subsequent events. As such, our Original
Report continues to speak as of March 31, 2011 (the date it was filed with the SEC). Accordingly, this Amended Report should be read in conjunction with the Original Report and our other
reports filed with the SEC subsequent to the filing of our Original Report, including any amendments to those filings.

In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by our principal executive
officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.

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PART III

Item 10.Directors, Executive Officers and Corporate Governance.

Board of Directors

Information concerning each member of the FirstCity's Board of Directors (the "Board") is set forth below:

Name

Age

PositionRichard E. Bean


67

Chairman of the BoardC. Ivan Wilson


83

Vice Chairman of the BoardJames T. Sartain


62

President, Chief Executive Officer and DirectorDane Fulmer


60

DirectorRobert E. Garrison, II


69

DirectorWilliam P. Hendry


61

DirectorD. Michael Hunter


68

DirectorF. Clayton Miller


47

Director


Richard E. Beanhas served as a Director of FirstCity since its acquisition by merger (the "Merger") of First City Bancorporation of
Texas, Inc. ("FCBOT") in July 1995 and Chairman of the Board since 2005. Since 1976, Mr. Bean has served as the Executive Vice President and a Director of Pearce Industries, Inc.,
a privately-held company that markets a variety of oilfield equipment and construction machinery. Mr. Bean served as Chief Financial Officer of Pearce Industries from 1976 to 2004.
Mr. Bean served as a member of the Portfolio Committee of the FirstCity Liquidating Trust from
the Merger through the termination of the Trust in January 2004. Prior to the Merger, Mr. Bean was Chairman of the Official Committee of Equity Security Holders of FCBOT. Mr. Bean is
currently a Director, Chairman of the Audit Committee, and Chairman of the Compensation Committee of WCA Waste Corporation, a publicly-owned solid waste collection and disposal company, and a Director
and Chairman of the Audit Committee of Sanders Morris Harris Group Inc., a publicly-owned financial services firm. Mr. Bean is also a stockholder and director of several private
closely-held corporations. Mr. Bean received a M.B.A. in Accounting and a Bachelor of Business Administration in Finance from the University of Texas at Austin and has been a
Certified Public Accountant since 1968. Mr. Bean was selected to serve as a Director of FirstCity due to his wide-ranging experience, his depth of knowledge of FirstCity and his
extensive financial experience. Mr. Bean qualifies as an "audit committee financial expert" under the SEC's guidelines.

C. Ivan Wilsonhas served as Vice Chairman of the Board of FirstCity since the Merger. From February 1998 to June 1998, Mr. Wilson
was Chairman, President and Chief Executive Officer of Mercantile Bank, N.A., Corpus Christi, Texas, a national banking organization. Mr. Wilson was Chairman of the Board and Chief Executive
Officer of FCBOT from 1991 to the Merger. Prior to 1991, Mr. Wilson was the Chief Executive Officer of FirstCity, TexasCorpus Christi, one of FCBOT's banking subsidiaries.
Mr. Wilson was selected to serve as a Director of FirstCity because of his significant understanding of the Company's business and his extensive experience in the financial services industry.

James T. Sartainhas served as a Director and President of FirstCity since the Merger and Chief Executive Officer since January 2001.
Prior to January 2001, Mr. Sartain was President and Chief Operating Officer of FirstCity. From 1988 to the Merger, Mr. Sartain was President and Chief Operating Officer of
J-Hawk Corporation. Mr. Sartain was selected to serve as a Director of FirstCity because of his understanding and deep institutional knowledge of the Company's business, his
extensive employment experience with FirstCity and his significant industry and management expertise.

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Dane Fulmerhas served as a Director of FirstCity since May 1999. Mr. Fulmer is an independent consultant and provides risk
management services. From August 1995 until January 2004, Mr. Fulmer served as Executive Vice President and Director of Risk Management for John Taylor Financial Group, a broker/dealer and
investment advisory firm that Mr. Fulmer co-founded in 1995. From July 1991 until August 1995, Mr. Fulmer served as Executive Vice President of Merchants Investment Center, a
broker/dealer and investment advisory firm, and as portfolio manager for Merchants National, the parent company. Mr. Fulmer's experience includes management of investment securities for
commercial banks and corporations, and he has over 38 years experience in managing financial assets. Mr. Fulmer's investment management expertise and extensive experience identifying and
evaluating risks in corporate operations provides FirstCity with a skilled investment advisor and invaluable resource for assessing and managing risks and planning for corporate strategy.

Robert E. Garrison, IIhas served as a Director of FirstCity since May 1999. Mr. Garrison currently serves as Chairman of the Audit
Committee and director of Crown Castle International (a publicly-owned company that is an independent owner and operator of shared wireless infrastructures), and as a director of Prosperity Bank (a
bank subsidiary of Prosperity Bancshares, Inc., a publicly-owned financial holding company). In addition, Mr. Garrison is the Chairman of the Executive Committee of Sanders Morris Harris
Group ("SMHG"), a publicly-owned financial services company. From January 1999 until February 2009, Mr. Garrison served as President of SMHG. Mr. Garrison previously served as Executive
Vice President and a director of Harris Webb & Garrison, and also served as Chairman, Chief Executive Officer, and a director of Pinnacle Management & Trust Co.
(Mr. Garrison co-founded both of these investment companies in 1994). Mr. Garrison is also a stockholder and director of several private closely-held
corporations. Mr. Garrison has over 40 years experience in the securities industry and is a Chartered Financial Analyst. As the Chairman of the Audit Committee of a public company and
former principal executive officer of another public company, Mr. Garrison provides invaluable insight and guidance on the issues of corporate strategy and risk management.

William P. Hendryhas served as a Director of FirstCity since August 2010. Mr. Hendry has more than 30 years experience in
the banking industry and headed Bank of Scotland's operations in the United States before it was acquired in 2009 by Lloyds Banking Group. He launched W.P. Hendry and Associates in February 2009, a
bank consulting firm that handles complex business and lending issues. Mr. Hendry has held senior banking positions in Scotland, Northern Ireland, Canada, the Middle East, Africa and the United
States. Mr. Hendry has extensive experience in mergers and acquisitions, most notably at Drive Financial Services (a national subprime auto lender) where he led HBOS plc's investment
analysis group in 2000, then becoming Chairman of the Board until the business was sold to Banco Santander in 2006. Mr. Hendry holds an MBA from the University of Strathclyde and completed
advanced management programs at Wharton Business School and Harvard Business School. Mr. Hendry is an experienced leader whose numerous management positions and global experiences in the
financial services sector have provided him with an abundance of skills and valuable insight in handling complex financial transactions and issues, all of which makes him well qualified to serve on
our Board.

D. Michael Hunterhas served as a Director of FirstCity since August 2005. From March 2005 until April 2008, Mr. Hunter served as
the Vice Chairman of the Board of Directors of Prosperity Bancshares, Inc. (a publicly-owned financial holding company) and served as a director of Prosperity Bank. Mr. Hunter previously
served as Chairman, President and Chief Executive Officer and a director of First Capital Bankers, Inc. from 1995 until its merger with and into Prosperity Bancshares, Inc. in March
2005. Mr. Hunter also served as Chairman and Chief Executive Officer of First Capital Bank from 1995 until March 2005. Prior to 1995, Mr. Hunter served as President and Chief Operating
Officer of Victoria Bancshares, Inc. and Victoria Bank & Trust Company from 1988 to June 1994. Prior to 1988, Mr. Hunter served 24 years with FCBOT. Mr. Hunter is an
experienced leader of major

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banking
organizations and brings to the Board of Directors of FirstCity strong executive management skills and experience serving on the boards of other public companies.

F. Clayton Millerhas served as a Director of FirstCity since February 2006. Mr. Miller is a founding partner at Stone Arch
Capital, a private equity fund based in Minneapolis, Minnesota. From 1998 to 2004, Mr. Miller was the Managing Partner of Churchill Equity Partners, the private equity arm of Churchill
Capital, Inc. Mr. Miller is a graduate of the University of Michigan (B.A.) and Northwestern University School of Law (J.D., cum laude), and received a degree from the Harvard Business
School (M.B.A., with honors). Mr. Miller has over 15 years of private equity investing and legal experience. Mr. Miller brings to the Board of Directors keen business and
financial judgment and an extensive understanding of the Company's industry, as well as significant leadership experience.

Board of Directors and Committee Information

The Board is the ultimate decision-making body of the Company, except with respect to those matters reserved to the stockholders. The
basic responsibility of the Board is to oversee the management of the businesses and affairs of FirstCity. The Board held five meetings during 2010. Each director who served on the Board in 2010
attended at least 75% of the total number of meetings held by the Board and at least 75% of the meetings of the Board committees of which he was a member in 2010.

To
assist the Board in performing certain of its responsibilities, the Board has established the following standing committees: Audit Committee; Compensation Committee; Nominating and
Corporate Governance Committee; and Executive Committee. Further information concerning the Board's standing committees appears below.

Audit Committee.The Audit Committee consisted of Messrs. Bean (Chairman), Garrison and Wilson during 2010. The Audit Committee is
a standing
committee of the Board. The Board has determined that all members of the Audit Committee are independent directors under the rules of the NASDAQ Stock Market and the rules and regulations of the SEC.
The Audit Committee has a charter adopted by the Board that sets forth its membership requirements, authority and responsibilities. A copy of the Audit Committee Charter is available on our website at www.fcfc.comunder the "Investors" section. During 2010, the Audit Committee held four meetings.

The
Audit Committee is primarily concerned with the integrity of the Company's consolidated financial statements, the effectiveness of the Company's internal control over financial
reporting, the Company's compliance with legal and regulatory requirements, the independence, qualifications and performance of the independent auditors, and the objectivity and performance of the
Company's internal audit function.

The
Audit Committee meets with management to consider the adequacy of the internal controls of the Company and the objectivity of financial reporting. Its primary function is to assist
the Board in fulfilling its oversight responsibilities by reviewing:



The
Audit Committee also meets with the independent auditors and with appropriate Company financial personnel about these matters. The functions of the Audit Committee also include
recommending to the Board which firm of independent public accountants should be engaged by the Company to perform the annual audit, reviewing annually the Company's Audit Committee Charter, approving
certain other types of professional services rendered to the Company by the independent

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public
accountants and considering the possible effects of such services on the independence of such public accountants. The independent auditors periodically meet alone with the Audit Committee and
have unrestricted access to the Audit Committee.

The
Board has determined that at least one member of the Audit Committee, Mr. Bean, is an "audit committee financial expert" as defined in SEC regulations and also possesses the
financial sophistication and requisite experience as required under NASDAQ listing standards.

Compensation Committee.The Compensation Committee consisted of Messrs. Wilson (Chairman), Garrison, Hunter and Miller during
2010. The
Compensation Committee is a standing committee of the Board. The Board has determined that all members of the Compensation Committee are (i) "independent directors" under the listing standards
of the NASDAQ Stock Market, (ii) "non-employee directors" within the meaning of Rule 16b-3 under the
Exchange Act, and (iii) "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee has a charter that has been
adopted by the Board that sets forth its membership requirements, authority and responsibilities. A copy of the Compensation Committee Charter is available on our website at www.fcfc.comunder the
"Investors" section. During 2010, the Compensation Committee held four meetings.

The
Compensation Committee is responsible for evaluating and developing the compensation policies applicable to the executive officers of the Company and its subsidiaries. The
Compensation Committee's charter sets forth the following responsibilities, among others, for the committee:



In
essence, the Compensation Committee's fundamental responsibility is to administer the Company's compensation program for its executive officers, which generally include those
employees whose job responsibilities and policy-making authority are the broadest and most significant. The Compensation Committee is responsible for ensuring that the Company's compensation policies
and practices support the successful recruitment, development, and retention of the executive talent required by the Company to achieve its business objectives.

Recommendations
regarding compensation of the Company's executive officers (other than the compensation of the President and Chief Executive Officer), including base salary adjustment,
performance-based bonuses, additional bonuses and equity awards, are submitted by the Company's President and Chief Executive Officer to the Compensation Committee. The Compensation Committee reviews
the recommendations of the President and Chief Executive Officer and makes all final decisions regarding the compensation of the President and Chief Executive Officer and the other executive officers.
The compensation of the President and Chief Executive Officer and the other executive officers is subject to the review, modification and approval of the Board, except that (1) the
President and Chief Executive Officer does not participate in the review, modification or approval of the recommendations of the Compensation Committee, with respect to his compensation and
(2) all reviews, modifications and approvals with respect to awards under the Stock Option and Award Plans are made solely by the Compensation Committee. The Compensation Committee determines
compensation of the President and Chief Executive Officer and makes a recommendation to the Board, which recommendation is subject to the review, modification and approval of the members of the Board,
other than the President and Chief Executive Officer.

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Nominating and Corporate Governance Committee.The Nominating and Corporate Governance Committee consisted of Messrs. Fulmer
(Chairman),
Garrison, Hunter and Miller during 2010. The Nominating and Corporate Governance Committee is a standing committee of the Board. The Board has determined that each of the members of the Nominating and
Corporate Governance Committee qualified as an independent director under the rules of the NASDAQ Stock Market and rules and regulations of the SEC. The Nominating and Corporate Governance Committee
has a charter that has been adopted by the Board that sets forth its membership requirements, authority and responsibilities. The full text of the Charter of the Nominating and Corporate Governance
Committee is available on our website atwww.fcfc.comunder the "Investors" section. The Nominating and Corporate Governance Committee recommends the
number of Board positions to be filled in accordance with the bylaws of the Company and the persons to be nominated to serve in those positions. In this regard, the Nominating and Corporate Governance
Committee considers the performance of incumbent directors in determining whether such directors should be nominated to stand for reelection. The Nominating and Corporate Governance Committee also
reviews the recommendations of the President and Chief Executive Officer related to the appointment of executive officers and proposed personnel changes related to such officers and is responsible for
conducting an annual review of the Company's Code of Business Conduct and Ethics. During 2010, the Nominating and Corporate Governance Committee held one meeting, and took action on one occasion by
unanimous consent.

Executive Committee.The Executive Committee consisted of Messrs. Sartain (Chairman) and Bean
during 2010. Subject to certain limitations specified by the Company's bylaws and the Delaware General Corporate Law, the Executive Committee is authorized to exercise the powers of the Board when the
Board is not in session. During 2010, the Executive Committee held no meetings, but did take action on five occasions by unanimous consent.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics which is applicable to the directors, executive officers and all
employees of the Company, including the principal executive officer, principal financial officer and principal accounting officer. A copy of the Code of Business Conduct and Ethics is available on our
website atwww.fcfc.comunder the "Investors" section. We may post amendments to or waivers of the provisions of the Code of Business Conduct and
Ethics, if any, made with respect to any of our directors and executive officers on that website, unless otherwise required by NASDAQ listing standards to disclose any waiver in a Current Report on
Form 8-K. The information contained on our website is not incorporated by reference in, or considered to be a part of, this document.

Executive Officers

Information concerning the executive officers of FirstCity, who do not serve on the Board, is set forth below:

Name

Age

PositionJim W. Moore


60

Executive Vice President, Chief Operating Officer, and Director of ServicingJ. Bryan Baker


50

Senior Vice President and Chief Financial OfficerTerry R. DeWitt


53

Senior Vice President, Director of AcquisitionsJoe S. Greak


62

Senior Vice President, Director of TaxJames C. Holmes


54

Senior Vice President, Treasurer, and Director of FinanceMark B. Horrell


48

Vice President


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Jim W. Mooreserves as Executive Vice President and Chief Operating Officer, and is also the Director of Servicing.
Mr. Moore rejoined FirstCity in February 2008 after spending the previous seven years with Santander Consumer USA Inc., formerly known as Drive Financial Services LP ("Drive"), a national
subprime auto indirect lender with a managed portfolio exceeding $5 billion. Mr. Moore served in various capacities at Drive including Director of Securitizations, Chief Financial
Officer, and Treasurer. Mr. Moore had a long-term association with FirstCity as a senior-level officer prior to the formation of Drive, which resulted as part of a sale to Bank of
Scotland and reorganizations of FirstCity which occurred in 2000 and 2004. Mr. Moore's past experiences also include serving as the President of three different Texas commercial banks.
Mr. Moore has more than 35 years of financial services and banking experience.

J. Bryan Bakerhas served as Senior Vice President and Chief Financial Officer of FirstCity since June 2000. Mr. Baker's
previous positions with FirstCity included Vice President and Treasurer from August 1999 to June 2000, Vice President and Controller from November 1996 to August 1999, and Vice President and Assistant
Controller from 1995 to November 1996. From 1990 to 1995, Mr. Baker was with Jaynes, Reitmeier, Boyd & Therrell, P.C., an independent public accounting firm, involved in both auditing
and consulting. From 1988 to 1990, Mr. Baker served as the Controller of a Texas commercial bank holding company. Mr. Baker is a Certified Public Accountant.

Terry R. DeWitthas served as Senior Vice President responsible for Due Diligence and Investment Evaluation of FirstCity since the
Merger, and he currently serves as the Director of Acquisitions. Mr. DeWitt served as Senior Vice President responsible for Due Diligence and Investment Evaluation of J-Hawk
Corporation from 1992 to the Merger. Prior to 1992, Mr. DeWitt served in executive management roles, including President, with three different Texas commercial banks. Mr. DeWitt has more
than 25 years of financial services and banking experience.

Joe S. Greakhas served as Senior Vice President and Director of Tax of FirstCity since the Merger. Mr. Greak was the Tax
Manager of FCBOT from1993 through the date of the Merger. From 1992 to 1993, Mr. Greak was the Tax Manager of New First CityHouston, N.A. Prior to 1992, he was Senior Vice
President and Tax Director of First City, TexasHouston, N.A. Mr. Greak is a Certified Public Accountant.

James C. Holmeshas served as Senior Vice President of FirstCity since the Merger, and currently serves as the Treasurer (since
1993) and Director of Finance (since June 2008). Prior to the Merger, he served as Senior Vice President and Treasurer of J-Hawk Corporation. From 1988 to 1991, Mr. Holmes served as
Vice President in commercial lending for a Texas commercial bank. Mr. Holmes has more than 25 years of experience in the financial services and banking sector.

Mark B. Horrellhas served as Vice President of FirstCity since 2008 and currently serves as the co-head of the U.S.
acquisition platform. Previous to his employment at FirstCity, Mr. Horrell spent 10 years as an organizing partner, principal and portfolio manager in various private investment fund
vehicles focused on the purchase and management of a wide array of securities including fixed income and equity investment instruments. Prior to his fund creation and management tenure,
Mr. Horrell served for 15 years as a commercial banker in various capacities at an Oklahoma commercial bank, including Investment Portfolio Manager and Loan Review Manager.
Mr. Horrell received a BBA and MBA from the University of Oklahoma, and is a Certified Public Accountant and Registered Investment Advisor.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than 10% of
the Company's common stock, to file reports of their ownership, and any changes in that ownership, with the SEC. Such persons are required by applicable regulations to furnish us with copies of all
reports filed pursuant to Section 16(a). Based solely on our review of

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such
reports and written representations from certain reporting persons that no other reports were required, we believe that for the fiscal year ended December 31, 2010, our executive officers,
directors and 10% beneficial owners complied with all Section 16(a) filing requirements, except as shown in the table below:

Name

Number of
late reports

Number of
transactions not
reported timely

Known failure
to file reportRichard E. Bean

1

1

NoneDane Fulmer

1

1

NoneRobert E. Garrison, II

1

1

NoneWilliam P. Hendry

1

None

NoneD. Michael Hunter

1

1

NoneF. Clay Miller

1

1

NoneC. Ivan Wilson

1

1

None


Item 11.Executive Compensation.

Summary Compensation Table

The following table sets forth certain information concerning compensation for fiscal years 2010 and 2009 to (1) the Company's
Chief Executive Officer and the Company's other two most-highly compensated executive officers (collectively, the "Named Executive Officers").

Name and Principal Position

Year

Salary
($)

(1)
Option
Awards
($)

(2)
Non-Equity
Incentive Plan
Compensation
($)

(3)
All Other
Compensation
($)

Total
Compensation
($)James T. Sartain,


2010


500,000





276,000


16,876


792,876President and Chief Executive


2009


500,000


296,850


370,000


16,876


1,183,726OfficerTerry R. DeWitt,


2010


300,000





254,000


5,328


559,328Senior Vice President


2009


300,000


207,795


325,000


5,328


838,123James C. Holmes,


2010


300,000





254,000


5,328


559,328Senior Vice President


2009


300,000


148,425


200,000


5,328


653,753


(1)These
amounts represent the aggregate grant-date fair value of stock option awards, calculated in accordance with the FASB's accounting guidance
on share-based payments. Refer to Note 13 to the consolidated financial statements in the Original Report for a discussion of the relevant assumptions used in calculating these amounts.(2)This
column reports the cash portion of the bonus earned by the Named Executive Officers in 2009 and 2010 under the Company's management bonus plans and
paid in March 2010 and March 2011, respectively.(3)The
total amounts included under "All Other Compensation" for 2010 consist of (a) amounts contributed to match a portion of such employee's
contributions under a 401(k) plan ("401(k) Match"), (b) excess premiums paid on supplemental life insurance policies ("Supplemental Life"),


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and
(c) personal use of a business vehicle ("Auto"). The following table details the amounts paid during 2010 for each of the categories:


Executive

401(k)
Match($)

Supplement
Life($)

Auto($)

Total($)James T. Sartain

$
4,500

$
2,376

$
10,000

$
16,876Terry R. DeWitt


4,500


828





5,328James C. Holmes


4,500


828





5,328




In
March 2011, the Compensation Committee subjectively evaluated the Company's overall performance against the guidelines set for 2010 under the Company's management bonus plan and
determined that the Company's goals were achieved or exceeded. The Compensation Committee concluded that overall Company performance for the year met or exceeded expectations and wanted to also
recognize significant efforts on behalf of certain members of the management team during the year to achieve this performance. The Compensation Committee awarded cash and restricted stock bonuses to
the Named Executive Officers. The restricted stock will vest three years from the date of the grant.

The
cash bonuses were paid in March 2011 and are included in the Summary Compensation Table for 2010 above under the Non-Equity Incentive Plan Compensation column. The shares
of restricted stock were granted in March 2011 and, therefore, in accordance with SEC rules, do not appear in the Summary Compensation Table for 2010. Following are the number of shares of restricted
stock that were granted to our Named Executive Officers in March 2011: Mr. Sartain13,056 shares; Mr. DeWitt12,052 shares; and
Mr. Holmes12,052 shares.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information on the holdings of stock options by the Named Executive Officers as of December 31,
2010. This table includes unexercised and unvested stock option awards. Each equity grant is shown separately for each Named Executive Officer. The vesting schedule for each grant is shown following
this table, based on the option award grant date.

Number of Shares Underlying
Unexercised Options (#)Option
Grant Date

Option
Exercise
Price ($)

Option
Expiration
DateName

Exercisable(1)

UnexercisableJames T. Sartain

5/13/2004


37,500




$
7.25

5/13/201410/12/2005


11,000




$
11.33

10/12/20158/13/2009


12,500


37,500

$
6.93

8/13/2019Terry R. DeWitt

5/13/2004


15,000




$
7.25

5/13/201410/25/2005


8,000




$
11.77

10/25/201510/11/2007


6,000


2,000

$
9.85

10/11/20178/13/2009


8,750


26,250

$
6.93

8/13/2019James C. Holmes

5/13/2004


15,000




$
7.25

5/13/201410/25/2005


8,000




$
11.77

10/25/201510/11/2007


6,000


2,000

$
9.85

10/11/20178/13/2009


6,250


18,750

$
6.93

8/13/2019


(1)Options
become exercisable in four equal annual installments beginning on the first anniversary of the date of grant.


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Potential Payments Upon Termination or Change-In-Control

Our Named Executive Officers are entitled under the Company's stock option and award plans to certain rights upon a "change in control"
event that impacts the Company. The events that are deemed to constitute a change in control were selected because each reflects a circumstance in which a new person or group would be expected to
obtain control or effective control over our policies and direction. In those circumstances, the Compensation Committee believes it would be appropriate to provide management the benefit of the awards
that have been conveyed prior to such event and to waive the service and other conditions applicable to management's rights to such awards, because such change could reasonably be expected to
materially alter our policies and objectives, and/or result in a material change in the composition of management.

In
the event of a Change in Control (as defined below), the Named Executive Officers have certain rights in regard to their stock options and restricted stock under the Company's stock
option and award plans:

(1)   all
stock options outstanding thereunder will become fully vested and immediately exercisable;

(2)   the
target payout attainable under all performance shares outstanding thereunder will be deemed to have been fully earned for the entire performance period and, within
thirty days of such Change in Control, such performance shares will be paid out in accordance with the terms thereof (provided that, there will not be an accelerated payout with respect to performance
shares granted within less than six months prior to the effective date of such Change in Control);

(3)   all
restrictions on restricted stock outstanding thereunder will lapse and such restricted stock will be delivered to the participant in accordance with the terms
thereof (provided that, there will not be an accelerated delivery with respect to restricted stock granted less than six months prior to the effective date of such Change in Control); and

(4)   the
Compensation Committee may, in its discretion, make any other modifications to any awards thereunder as determined by the Compensation Committee to be deemed
appropriate before the effective date of such Change in Control.

A
"Change in Control" is defined as follows:



12

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Table of Contents



The
following table summarizes the potential change in control benefits under the Company's stock option and award plans the Named Executive Officers would have been eligible to receive
if such officer was terminated without cause or resigned for good reason in connection with a Change in Control that occurred on December 31, 2010.

Name



Change
in ControlJames T. Sartain

Stock option acceleration(1)

$
177,403Terry R. DeWitt

Stock option acceleration(1)

$
134,410James C. Holmes

Stock option acceleration(1)

$
98,951


(1)We
valued the stock option vesting acceleration modifications in accordance with FASB's accounting guidance on share-based payments.


Director Compensation Table

The following table sets forth information regarding the compensation of FirstCity's outside directors for the fiscal year ended
December 31, 2010.

Name(1)

Fees Earned
or Paid in
Cash(2)
($)

Stock
Awards(3)
($)

Option
Awards(4)
($)

Total ($)Richard E. Bean


45,000


28,746





73,746C. Ivan Wilson


35,000


28,746





63,746Dane Fulmer


35,000


28,746





63,746Robert E. Garrison, II


30,000


28,746





58,746William P. Hendry


15,000








15,000D. Michael Hunter


30,000


28,746





58,746F. Clayton Miller


30,000


28,746





58,746


(1)James T.
Sartain is not included in this table as he is an employee of FirstCity and, accordingly, received no compensation for his services as a
director. Mr. Sartain's compensation, as an employee of FirstCity, is shown in the Summary Compensation Table above.(2)During
2010, FirstCity's non-employee directors each received an annual retainer of $30,000 (paid in quarterly installments). The chair of the
Audit Committee received an additional annual retainer of $10,000 (paid in quarterly installments), and the chairs of the Board, Nominating and Corporate Governance Committee, and Compensation
Committee each received an additional annual retainer of $5,000 (paid in quarterly installments). Amounts shown in the table above reflect the annual retainer paid to each director as described
herein. A director receives a pro-rated amount of the annual retainer for service on the Board and, if applicable, as a committee chair, based on the portion of the year the director
served.(3)Certain
of FirstCity's non-employee directors were each granted 4,815 restricted shares of FirstCity common stock for their service as a
director for 2010 under the FirstCity Financial Corporation 2006 Stock Option and Award Plan. These amounts are computed in accordance with the FASB's accounting guidance on share-based payments
(refer to


13

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Table of Contents

Note 13
to the consolidated financial statements in the Original Report for a discussion of the terms of these awards and relevant assumptions used in calculating these amounts). (4)No
stock options were granted to FirstCity's non-employee directors in 2010. The aggregate number of stock options outstanding to
non-employee directors at December 31, 2010 from awards granted in prior years are as follows: Richard E. Bean30,000; C. Ivan Wilson35,000;
Dane Fulmer23,750; Robert E. Garrison, II25,000; D. Michael Hunter25,000; and F. Clayton Miller20,000.


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

The following table sets forth certain information regarding the common stock owned on April 15, 2011 (the "Measurement Date")
by (1) each person who is known by the Company to be the beneficial owner of more than 5% of our common stock outstanding as of such
date, (2) each of the Company's directors, (3) each of the Named Executive Officers, and (4) all of the Company's directors and executive officers as a group. Except as otherwise
indicated, all shares of the common stock shown in the table are held with sole voting and investment power.

Title of Class

Name and Address of Beneficial Owner

Amount and
Nature of
Beneficial
Ownership(2)

Percent
of ClassDirectors and Executive Officers(1):Common Stock

James T. Sartain


645,978


6.19
%Common Stock

Richard E. Bean


339,042


3.26
%Common Stock

Robert E. Garrison, II


155,259


1.49
%Common Stock

Dane Fulmer


115,459


1.11
%Common Stock

C. Ivan Wilson


79,229


*Common Stock

D. Michael Hunter


68,709


*Common Stock

F. Clayton Miller


28,709


*Common Stock

William P. Hendry


3,894


*Common Stock

Terry R. DeWitt


219,612


2.11
%Common Stock

James C. Holmes


120,409


1.16
%Common Stock

All directors and executive officers as a group (13 persons)


1,990,494


18.52
%Certain Other Beneficial Owners:Common Stock

Heartland Advisors, Inc. and William Nasgovitz
789 North Water St.
Milwaukee, WI 53202


1,505,100
(3)

14.51
%Common Stock

First Manhattan Co.
437 Madison Avenue
New York, NY 10022


1,007,843
(3)

9.71
%Common Stock

Dimensional Fund Advisors LP
Palisades West, Building One
6300 Bee Cave Road
Austin, TX 78746


665,281
(3)

6.41
%


*Less
than 1%(1)The
business mailing address of each such person is P. O. Box 8216, Waco, Texas 76714.


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Table of Contents

(2)Includes
shares that may be acquired within 60 days of the Measurement Date upon the exercise of options granted under the Company's stock option and
award plans as follows: James T. Sartain61,000; Richard E. Bean30,000; Robert E. Garrison, II25,000; Dane Fulmer23,750;
C. Ivan Wilson35,000; D. Michael Hunter25,000; F. Clayton Miller20,000; Terry R. DeWitt37,750; James C.
Holmes35,250; and all directors and executive officers as a group (14 persons)372,000.(3)Based
on information contained in statements filed with the SEC by the respective reporting persons. The amounts as to which the beneficial owner has sole
voting power, shared voting power, sole investment power, or shared investment power are as follows:


Voting

InvestmentName

Schedule

Date

Sole

Shared

Sole

SharedHeartland Advisors, Inc. and William Nasgovitz


13G/A


12/31/2010





1,432,750





1,505,100First Manhattan Co.


13G/A


12/31/2010


23,900


892,007


23,900


983,943Dimensional Fund Advisors LP


13G/A


12/31/2010


660,607





665,281







Equity Compensation Plan Information

The following table provides information as of December 31, 2010 with respect to the shares of our common stock that may be
issued under the Company's equity compensation plans:

Plan Category

Number of Shares
to Be Issued
Upon Exercise of
Outstanding Options

Weighted Average
Exercise Price of
Outstanding Options

Number of Shares
Remaining Available
for Future IssuanceEquity compensation plans approved by stockholders


520,150

$
8.32


397,610
(1)Equity compensation plans not approved by stockholders








Total


520,150

$
8.32


397,610


(1)Issuable
shares of our common stock available under the Company's 2004 Stock Option and Award Plan, the 2006 Stock Option and Award Plan, and the 2010 Stock
Option and Award Plan


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

Director Independence

As required under the NASDAQ Stock Market listing standards, a majority of the members of a listed company's board of directors must
qualify as "independent," as affirmatively determined by the board of directors. The Board has determined that Messrs. Bean, Fulmer, Garrison, Hendry, Hunter, Miller and Wilson are independent
directors under the NASDAQ Stock Market Rules. Mr. Sartain, the Company's President and Chief Executive Officer, is not an independent director by virtue of his employment with the Company.
Mr. Bean, an independent director, serves as Chairman and presides over executive sessions of the non-employee directors.

15

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Table of Contents

Transactions and Relationships Involving Our Directors and Executive Officers

The Company owns equity interests in various asset portfolios and other investments through investment entities formed with one or more
other co-investors ("Acquisition Partnerships"). Certain directors and executive officers of the Company may also serve as directors and/or executive officers of the Acquisition
Partnerships, but receive no additional compensation for serving in such capacity. The Company provides asset servicing services to certain of the Acquisition Partnerships pursuant to servicing
agreements between the Company and the Acquisition Partnerships. Service fees derived from such affiliates totaled $8.0 million for 2010.

Item 14.Principal Accounting Fees and Services.

Audit Fees

The aggregate fees billed for professional services by KPMG LLP ("KPMG") in 2010 and 2009 for these various services were:

2010

2009Audit fees

$
1,120,927

$
1,120,535Audit-related fees





7,500Tax fees





All other fees





Total

$
1,120,927

$
1,128,035


Audit Fees.Audit fees include fees and related expenses ($120,000 and $128,000 for 2010 and 2009, respectively), for professional
services rendered
by our independent registered public accounting firm for the annual audit of our consolidated financial statements (and the financial statements of certain subsidiaries) and of our internal control
over financial reporting, the quarterly review of our financial statements, and services that are normally provided in connection with statutory and regulatory filings.

Audit-Related Fees.Audit-related fees in 2009 consist of professional services rendered by KPMG related to the performance of other
attestation
services that are not otherwise reported under Audit Fees.

Tax Fees.We did not engage KPMG for tax services for fiscal years 2010 and 2009.

All Other Fees.We did not engage KPMG for other professional services for fiscal years 2010 and 2009.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services
performed by the Company's independent auditor. Except as noted below, no audit services or non-audit services shall be provided to the Company by the independent auditor unless first
pre-approved by the Audit Committee and unless permitted by applicable securities laws and the rules and regulations of the SEC. If the Audit Committee approves an audit service within the
scope of the engagement of the independent auditor, such audit service shall be deemed to have been pre-approved.

16

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Table of Contents

Pre-approval
shall not be required for non-audit services provided by the independent auditor, if (i) the aggregate amount of all such
non-audit services provided to the Company constitutes not more than the five percent (5%) of the total amount of revenues paid by the Company to the independent auditor during the fiscal
year in which such non-audit services are provided, (ii) such non-audit services were not recognized by the Company at the time of the independent auditor's engagement
to be non-audit services, and (iii) such non-audit services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee prior to the
completion of the audit for the year in which the non-audit services were commenced.

The
Audit Committee may delegate to one or more members of the Audit Committee the authority to grant pre-approval of certain non-audit services. The decision of
any member to whom such authority is delegated to pre-approve non-audit services shall be presented to the full Audit Committee for its approval at its next scheduled meeting.

17

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Table of Contents

PART IV

Item 15.Exhibits and Financial Statement Schedules.

1.Financial Statements

The information required in this item was included in FirstCity's Annual Report on Form 10-K for the year ended December 31, 2010, filed
with the SEC on March 31, 2011.

2.Financial Statement Schedules

The information required in this item was included in FirstCity's Annual Report on Form 10-K for the year ended December 31, 2010, filed
with the SEC on March 31, 2011.

3.Exhibits

Exhibit
Number



Description of Exhibit2.1



Joint Plan of Reorganization by First City Bancorporation of Texas, Inc., Official Committee of Equity Security Holders and J-Hawk Corporation, with the Participation of Cargill Financial Services Corporation, Under
Chapter 11 of the United States Bankruptcy Code, Case No. 392-39474-HCA-11 (incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated July 3, 1995 filed with the Commission on
July 18, 1995)2.2



Agreement and Plan of Merger, dated as of July 3, 1995, by and between First City Bancorporation of Texas, Inc. and J-Hawk Corporation (incorporated herein by reference to Exhibit 2.2 of the Company's
Current Report on Form 8-K dated July 3, 1995 filed with the Commission on July 18, 1995)3.1



Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated July 3, 1995 filed with the
Commission on July 18, 1995)3.2



Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated December 30, 2005 filed with the Commission on
December 30, 2005)10.4



Securities Purchase Agreement dated as of September 21, 2004 by and among FirstCity Financial Corporation and certain affiliates of FirstCity and IFA Drive GP Holdings LLC, IFA Drive LP Holdings LLC, Drive
Management LP and certain affiliates of those persons. (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated September 27, 2004)10.5



Revolving Credit Agreement, dated November 12, 2004, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent (incorporated herein by reference
to Exhibit 10.12 of the Company's Form 10-Q dated November 15, 2004)10.6



1995 Stock Option and Award Plan (incorporated herein by reference to Exhibit A of the Company's Schedule 14A, Definitive Proxy Statement, dated March 27, 1996)10.7



1996 Stock Option and Award Plan (incorporated herein by reference to Exhibit C of the Company's Schedule 14A, Definitive Proxy Statement, dated March 27, 1996)10.8



2004 Stock Option and Award Plan (incorporated herein by reference to Appendix A of the Company's Schedule 14A, Definitive Proxy Statement, dated October 21, 2003)


18

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Table of Contents

Exhibit
Number



Description of Exhibit10.9



Revolving Credit Agreement, dated August 26, 2005, among FH Partners, L.P., as Borrower, and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent (incorporated herein by reference to
Exhibit 10.1 of the Company's Form 8-K dated September 1, 2005)10.10



Guaranty Agreement, dated August 26, 2005, executed by FirstCity Financial Corporation, FirstCity Commercial Corporation, FirstCity Europe Corporation, FirstCity Holdings Corporation, FirstCity International
Corporation, FirstCity Mexico, Inc., and FirstCity Servicing Corporation for the benefit of Bank of Scotland, as agent, and lenders (incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K dated September 1,
2005)10.12



Asset Purchase Agreement, dated June 30, 2006, by and among FirstCity Financial Corporation and its subsidiaries, FirstCity Business Lending Corporation and American Business Lending, Inc.; and AMRESCO SBA
Holdings, Inc. and NCS I, LLC (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated July 7, 2006)10.13



2006 Stock Option and Award Plan (incorporated herein by reference to Appendix A of the Company's Schedule 14A, Definitive Proxy Statement, dated June 26, 2006)10.14



Interest Purchase and Sale Agreement, dated August 8, 2006, by and among Bidmex Holding, LLC, and Strategic Mexican Investment Partners, L.P. and Cargill Financial Services International, Inc. and certain other
parties (incorporated herein by reference to Exhibit 10.14 of the Company's Form 10-Q dated November 9, 2006)10.15



Put Option Agreement dated August 8, 2006, by and among Bidmex Holding, LLC, Recuperacion de Carteras Mexicanas, S. de R.L. de C.V., Bidmex 6, LLC, Strategic Mexican Investment Partners 2, L.P. and
Cargill Financial Services International, Inc. (incorporated herein by reference to Exhibit 10.15 of the Company's Form 10-Q dated November 9, 2006)10.16



Guarantee dated August 8, 2006, executed by FirstCity Financial Corporation for the benefit of Bidmex Holding, LLC, Residencial Oeste 2 S. de R.L. de C.V., National Union Fire Insurance Company of Pittsburg,
 P.A., American General Life Insurance Company, and American General Life and Accident Insurance Company (incorporated herein by reference to Exhibit 10.15 of the Company's Form 10-Q dated November 9, 2006)10.17



Amendment No. 4 to Revolving Credit Agreement, dated as of October 31, 2006, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated November 7, 2006)10.18



Management Employment Contract dated November 30, 2006, between FirstCity Business Lending Corporation, American Business Lending, Inc., and Charles P. Bell, Jr. (incorporated herein by reference to
Exhibit 10.2 of the Company's Form 8-K dated December 7, 2006)10.20



Amendment No. 5 to Revolving Credit Agreement, dated as of December 14, 2006, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated December 20, 2006)


19

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Table of Contents

Exhibit
Number



Description of Exhibit10.21



Loan Agreement, dated as of December 15, 2006 by and between American Business Lending, Inc., as Borrower, and Wells Fargo Foothill, LLC, as lender (incorporated herein by reference to Exhibit 10.1 of the
Company's Form 8-K dated December 28, 2006)10.22



Amendment No. 1 to Loan Agreement, dated as of February 27, 2007, by and between American Business Lending, Inc., as Borrower, and Wells Fargo Foothill, LLC, as lender (incorporated herein by reference to
Exhibit 10.22 of the Company's Form 10-K dated July 24, 2007)10.23



Amendment No. 9 to Revolving Credit Agreement, dated as of June 29, 2007, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.23 of the Company's Form 10-Q dated August 10, 2007)10.24



Amendment No. 1 to Revolving Credit Agreement, dated June 29, 2007, among FH Partners, L.P., as Borrower, and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent (incorporated herein
by reference to Exhibit 10.24 of the Company's Form 10-Q dated August 10, 2007)10.25



Amendment No. 2 to Loan Agreement, dated as of July 30, 2007, by and between American Business Lending, Inc., as Borrower, and Wells Fargo Foothill, LLC, as lender (incorporated herein by reference to
Exhibit 10.1 of the Company's Form 8-K dated August 3, 2007)10.26



Amendment No. 10 to Revolving Credit Agreement, dated as of August 22, 2007, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated August 28, 2007)10.27



Amendment No. 3 and Consent to Revolving Credit Agreement, dated August 22, 2007, among FH Partners, L.L.C., as Borrower, and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K dated August 28, 2007)10.28



Subordinated Delayed Draw Credit Agreement, dated as of September 5, 2007, among FirstCity Financial Corporation, as Borrower, and the Lenders named therein, as Lenders, and BoS(USA), Inc., as agent
(incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated September 10, 2007)10.34



Amendment and Consent No. 25 to Revolving Credit Agreement, dated as of July 14, 2008, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as
Agent (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated July 18, 2008)10.35



Amendment and Consent No. 12 to Subordinated Delayed Draw Credit Agreement, dated as of July 14, 2008, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and
BoS(USA), Inc., as Agent (incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K dated July 18, 2008)10.36



Amendment and Consent No. 6 to Revolving Credit Agreement, dated as of July 14, 2008, among FH Partners, LLC, as Borrower, and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.3 of the Company's Form 8-K dated July 18, 2008)


20

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Table of Contents

Exhibit
Number



Description of Exhibit10.37



Conditional Waiver Agreement Regarding Event of Default dated effective September 30, 2008, between American Business Lending, Inc., an affiliate of FirstCity, as borrower, and Wells Fargo Foothill, LLC, as lender
(incorporated herein by reference to Exhibit 10.40 of the Company's Form 10-Q dated November 10, 2008)10.38



Conditional Waiver Under Loan Agreement dated November 10, 2008, between American Business Lending, Inc., an affiliate of FirstCity, as borrower, and Wells Fargo Foothill, LLC, as lender (incorporated herein by
reference to Exhibit 10.41 of the Company's Form 10-Q dated November 10, 2008)10.39



Amendment and Consent No. 27 to Revolving Credit Agreement, dated as of December 12, 2008, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland,
as Agent (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated December 15, 2008)10.40



Amendment and Consent No. 14 to Subordinated Delayed Draw Credit Agreement, dated as of December 12, 2008, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and
BoS(USA), Inc., as Agent (incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K dated December 15, 2008)10.41



Amendment and Consent No. 7 to Revolving Credit Agreement, dated as of December 12, 2008, among FH Partners, LLC, as Borrower, and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.3 of the Company's Form 8-K dated December 15, 2008)10.42



Mediator's Proposal, dated November 20, 2008, among Michael S. Wilk, as mediator appointed by the Court of Appeals for the First District for the State of Texas, and agreed to by the FCLT Loans Asset
Corporation, FirstCity Financial Corporation, Timothy J. Blair, Class Representative of former employees of FirstCity Bancorporation of Texas, Inc., and JP Morgan Chase Bank, N.A., successor trustee (incorporated herein by reference to
Exhibit 10.4 of the Company's Form 8-K dated December 15, 2008)10.43



Conditional Waiver Agreement Regarding Event of Default, dated and effective as of December 31, 2008, between American Business Lending, Inc., an affiliate of FirstCity, as borrower, and Wells Fargo Foothill,
Inc., as lender (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated February 4, 2009)10.44



Amendment No. 3 to Loan Agreement, dated February 18, 2009, by and between American Business Lending, Inc., as Borrower, and Wells Fargo Foothill, LLC, as Lender (incorporated herein by reference to
Exhibit 10.44 of the Company's Form 10-Q dated May 12, 2009)10.45



Amended and Restated General Continuing Limited Guaranty, dated February 18, 2009, by FirstCity Financial Corporation, as Guarantor, and Wells Fargo Foothill, LLC, as Lender (incorporated herein by reference to
Exhibit 10.45 of the Company's Form 10-Q dated May 12, 2009)10.46



Separation Agreement, Release and Amendment to Award Agreements dated June 4, 2009, by and between Richard J. Vander Woude, FirstCity Servicing Corporation and FirstCity Financial Corporation (incorporated
herein by reference to Exhibit 10.1 of the Company's Form 8-K dated June 5, 2009)


21

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Table of Contents

Exhibit
Number



Description of Exhibit10.47



Retainer Agreement, dated June 4, 2009, by and between Richard J. Vander Woude, FirstCity Servicing Corporation and FirstCity Financial Corporation (incorporated herein by reference to Exhibit 10.2 of the
Company's Form 8-K dated June 5, 2009)10.48



Recommendation of Compensation Committee for a 2009 bonus plan for certain executive officers and two other employees (incorporated herein by reference to the Company's Form 8-K dated August 19,
2009)10.49



Agreement and Stipulation of Settlement, dated September 25, 2009, between FCLT Loans Asset Corporation, FirstCity Financial Corporation, and Timothy J. Blair, Class Representative of former employee
beneficiaries (incorporated herein by reference to Exhibit 99.1 of the Company's Form 8-K dated September 30, 2009)10.50



2010 Stock Option and Award Plan (incorporated herein by reference to Appendix A of the Company's Schedule 14A, Definitive Proxy Statement, dated October 1, 2009, as amended by supplemental
Schedule 14A, Definitive Additional Materials, dated November 5, 2009)10.51



Amendment No. 4 to Loan Agreement, dated November 2, 2009, by and between American Business Lending, Inc., as Borrower, and Wells Fargo Foothill, LLC, as Lender (incorporated herein by reference to
Exhibit 10.1 of the Company's Form 8-K dated November 10, 2009)10.52



Press release dated December 22, 2009, pursuant to Item 7.01, announcing the Company's receipt of final settlement proceeds pursuant to the Agreement and Stipulation of Settlement described in its release
dated September 30, 2009 and in Form 8-K filed on September 30, 2009 (incorporated herein by reference to Exhibit 99.1 of the Company's Form 8-K dated December 22, 2009)10.53



Approval by the Company's Board of Directors of the Compensation Committee's recommendation for a 2010 bonus plan for certain executive officers of the Company (incorporated herein by reference to the Company's
Form 8-K dated February 16, 2010)10.54



Amendment and Consent No. 33 to Revolving Credit Agreement, dated as of March 26, 2010, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland plc,
as Agent (incorporated herein by reference to the Company's Form 8-K dated March 29, 2010)10.55



Amendment and Consent No. 20 to Subordinated Delayed Draw Credit Agreement, dated as of March 26, 2010, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and
BoS(USA), Inc., as Agent (incorporated herein by reference to the Company's Form 8-K dated March 29, 2010)10.56



Amendment and Consent No. 9 to Revolving Credit Agreement, dated as of March 26, 2010, among FH Partners LLC, as Borrower, and the Lenders named therein, as Lenders, and Bank of Scotland plc, as Agent
(incorporated herein by reference to the Company's Form 8-K dated March 29, 2010)10.57



Reducing Note Facility Agreement, dated June 25, 2010, among FirstCity Financial Corporation and FH Partners LLC, as Borrowers, FLBG Corporation, as Guarantor, Bank of Scotland plc and BoS(USA), Inc., as
Lenders, and Bank of Scotland plc, acting through its New Your Branch, as Agent and Collateral Agent (incorporated herein by reference to Exhibit 10.57 of the Company's Form 10-Q dated August 16, 2010)


22

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Table of Contents

Exhibit
Number



Description of Exhibit10.58



Limited Guaranty Agreement, dated June 25, 2010, by FirstCity Financial Corporation, as Guarantor, in favor of Bank of Scotland plc, acting through its New York Branch, as Agent, for the benefit of Bank of Scotland
plc and BoS(USA), Inc., as Lenders and parties to the Reducing Note Facility Agreement dated June 25, 2010 (incorporated herein by reference to Exhibit 10.58 of the Company's Form 10-Q dated August 16, 2010)10.59



Form of Investment Agreement, dated June 29, 2010, by and between FC Diversified Holdings LLC and FirstCity Servicing Corporation and Värde Investment Partners, L.P. (confidential treatment has been
requested for this exhibit and confidential portions have been filed with the Securities and Exchange Commission) (incorporated herein by reference to Exhibit 10.59 of the Company's Form 10-Q dated August 16, 2010)10.60



Securities Purchase Agreement, dated June 29, 2010, by and among FirstCity Financial Corporation and Värde Investment Partners, L.P. (incorporated herein by reference to Exhibit 10.60 of the Company's
Form 10-Q dated August 16, 2010)10.61



Form of Restricted Stock Award Agreement under the FirstCity Financial Corporation 2010 Stock Option and Award Plan (incorporated herein by reference to Exhibit 10.61 of the Company's Form 10-Q dated
August 16, 2010)21.1*



Subsidiaries of the Registrant23.1*



Consent of KPMG LLP31.1**



Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2**



Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*



Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2*



Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*Previously
filed as an exhibit to FirstCity's Annual Report on Form 10-K for the year ended December 31, 2010, as filed
March 31, 2011.**Filed
herewith.


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Table of Contents

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.

April 29, 2011

FIRSTCITY FINANCIAL CORPORATIONBy:

/s/ JAMES T. SARTAIN James T. Sartain President and Chief Executive Officer and Director (Duly authorized officer and Principal Executive Officer)By:

/s/ J. BRYAN BAKER J. Bryan Baker Senior Vice President and Chief Financial Officer (Duly authorized officer and Principal Financial and Accounting Officer)


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