**Exhibit 2.6**

**THIRD AMENDMENT TO**

**AGREEMENT AND PLAN OFREORGANIZATION**

**BY AND BETWEEN**

**ENCORE BANCSHARES, INC. AND**

**LINSCOMB & WILLIAMS, INC.**

WHEREAS, Encore Bancshares, Inc. (“Bancshares”), a Texas corporation and Linscomb & Williams, Inc., aTexas corporation (“L&W”) entered into the Agreement and Plan of Reorganization dated as of August 29, 2005, as amended (“Agreement”); and 

WHEREAS, the parties to the Agreement desire to amend the Agreement (the “Amendment”); 

NOW, THEREFORE, in consideration of such premises and the mutual representations, warranties, covenants and agreements contained herein, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree as set forth below. 

Section 2.1 of the Agreementis hereby amended in its entirety to read as follows: 

“(a) At the Effective Time of the Merger, by virtueof the Merger and without any action on the part of the holders thereof, all of the shares of issued and outstanding L&W Common Stock shall be converted into (i) an amount of cash equal to $6,000,000, (ii) a number of shares of commonstock, $1.00 par value, of Bancshares (“Bancshares Common Stock”) calculated by dividing $14,250,000 by an amount equal to 150% of the book value of a share of Bancshares Common Stock as of the end of the calendar quarter preceding theEffective Time (the “Merger Consideration”), and (iii) the right to receive an amount to be issued prior to March 31, 2010 equal to the sum of: (1) 70% of the aggregate after-tax net income of the Continuing Corporation fromthe Effective Time to December 31, 2009, plus (2) 50% of the net after-tax profit excluding amortization of intangible assets of Encore Trust, N.A. (for the calendar years 2006–2009 inclusive) in excess of the amounts shown onSchedule A attached as an Exhibit hereto (the “Additional Consideration”). In accordance with Section 2.1(b), each holder will be entitled to elect to receive the Additional Consideration either (A) entirely in shares ofBancshares Common Stock or (B) a combination of cash and shares of Bancshares Common Stock; provided, however, that the aggregate amount of Additional Consideration to be received in cash by the holders shall not exceed 30%. The number ofshares of Bancshares Common Stock each holder will be entitled to receive shall be calculated by dividing the applicable amount of the Additional Consideration by an amount equal to the market value of a share of Bancshares Common Stock as set forthin this Section 2.1(a). It is specifically provided, however, that the total value of the Additional Consideration to be issued as set forth in this Section 2.1(a) shall not exceed four times the net revenue of L&W for the year endedDecember 31, 2009 and shall be reduced accordingly if necessary. For purposes of Section 2.1(a)(iii), the following definitions shall apply; 

(i) “after tax net income of Continuing Corporation” shall be thenet income of Continuing Corporation, which shall include an amount equal to two (2.0) basis points times Encore Trust’s managed assets (*i.e.*, assets where Encore Trust has sole or shared investment authority), determined inaccordance with generally accepted accounting principles, after provisions for income taxes, calculated as if Continuing Corporation were operating as an independent business, except that the federal and state tax rates shall be the same asBancshares’ consolidated tax rates. This determination shall be made annually by the independent certified public accounting firm that attests to Bancshares’ financial statements. For purposes of this calculation, Court and Personal TrustAssets, (“C&PT Assets”) for each year shall be calculated by adding together the C&PT Assets at the end of each of the four fiscal quarters in that year and dividing the sum by four. 

(ii) “market value” of a share of Bancshares Common Stock shall be determined as follows: (y) if BancsharesCommon Stock is publicly traded on a national securities exchange, the market value shall be the average of the closing prices of Bancshares Common Stock for the ten trading days preceding March 11, 2010, or (z) if Bancshares Common Stockis not publicly traded as of December 31, 2009 on a national securities exchange, then the market value shall be the book value of a share of Bancshares Common Stock as of December 31, 2009 multiplied by 100%. 

(iii) “total value of the shares of Bancshares Common Stock to be issued” shall be calculated by adding (a)$14,250,000 and (b) the product of the number of shares to be issued no later than March 31, 2010 as set forth above multiplied by the market value of a share of Bancshares Common Stock. 

(iv) “net revenue” of Continuing Corporation shall be total revenue minus direct costs of payments to solicitorsfor solicitation of business as set forth in Continuing Corporation’s internal financial statements increased by an amount equal to two (2.0) basis points times Encore Trust’s managed assets (*i.e.*, assets where Encore Trust hassole or shared investment authority), plus fifty percent (50%) of the net after-tax profit excluding amortization of intangible assets of Encore Trust, N.A. in excess of the amounts shown on Schedule A. 

(b) With respect to Section 2.1(a)(iii), each holder shall make an election (each, an “Election”) on anelection form (“Election Form”) designed for that purpose and mutually agreed upon by Bancshares and L&W and provided to each holder. All elections must be made by 5:00 p.m. Houston, Texas time on March 15, 2010 (the“Election Deadline”). A holder who does not submit an Election Form prior to the Election Deadline shall be deemed to have made an election to receive the Additional Consideration entirely in shares of Bancshares Common

 

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Stock. Each holder may at any time prior to the Election Deadline revoke his Election and either (i) submit a new Election Form or (ii) withdraw the Election Form by providing writtennotice that is received by L&W by 5:00 p.m., Houston, Texas time, on the business day immediately preceding the Election Deadline.” 

Except as modified above, all terms and conditions of the Agreement shall remain in full force and effect. 

[*Signature Page Follows*] 

 

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IN WITNESS WHEREOF, the parties to the Agreement have duly executed this Amendment as of the13th day of March, 2010. 

 
ENCORE BANCSHARES, INC.By: /S/    JAMES S. D’AGOSTINO,JR.         
**James S. D’Agostino, Jr.**

**Chairman and Chief Executive Officer**

 

 
LINSCOMB & WILLIAMS, INC.By: /S/    J. HAROLDWILLIAMS         
**J. Harold Williams**

**President and Chief Executive Officer**

 

 
SHAREHOLDERS: /S/    DANIEL J.LINSCOMB         **Daniel J. Linscomb** /S/    GEORGE F.WILLIAMS         **George F. Williams** /S/    J. HAROLDWILLIAMS         **J. Harold Williams** /S/    G. WALTERCHRISTOPHERSON         **G. Walter Christopherson** /S/    HEIDI L.DAVIS         **Heidi L. Davis**
 

*[Signature Page to Third Amendment]*