Exhibit 10.14.3


 


SECOND AMENDMENT


TO


MANAGEMENT SERVICES AGREEMENT


 


THIS
SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is
made and entered into as of April 30, 2010, but effective as of April 1,
2010, by and between Hilltop Holdings Inc., a Maryland corporation (together
with its subsidiaries, affiliates and successors, the “Client”), and
Diamond A Administration Company, LLC, a Delaware limited liability company
(together with its successors, “Advisor”).  Each initially capitalized term used but not
otherwise defined herein shall have the meanings assigned to it in the
Management Services Agreement (hereinafter defined).


 


RECITALS:


 


WHEREAS,
Client and Advisor are parties to that certain Management Services Agreement,
dated as of April 28, 2008, and that certain First Amendment to Management
Services Agreement, dated as of March 15, 2010 (as amended, the “Management
Services Agreement”); and


 


WHEREAS,
Client and Advisor desire to further amend the Management Services Agreement to
the extent provided in this Amendment.


 


AGREEMENT:


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained in this
Amendment and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:


 


1.             Amendment to the Management
Services Agreement.  Section 3
of the Management Services Agreement is hereby deleted in its entirety and
replaced with the following:


 


“3.           Compensation.  As compensation for Advisor’s services to
Client hereunder and the rental of office space as provided in Section 9
hereof, the Client hereby agrees to pay Advisor $91,500 per calendar month (the
“Monthly Management Fee”), prorated on a daily basis for any partial
calendar month, during the Term; provided, however,
until such time as office space is made available by Advisor to Client pursuant
to Section 9 hereof, the Monthly Management Fee shall be $87,500
per calendar month.  The Monthly
Management Fee for each calendar month shall be payable in advance on the first
business day of each calendar month (each a “Payment Date”).”


 


2.             Miscellaneous.


 


(a)           Effect
of Amendment.  Each of Advisor
and Client hereby agree and acknowledge that, except as expressly provided in
this Amendment, the Management Services Agreement remains in full force and
effect and has not been modified or amended in any respect, it being the
intention of each of Advisor and Client that this Amendment and the Management
Services Agreement be read, construed and interpreted as one and the same
instrument.  To the extent that any
conflict exists between this Amendment and the Management Services Agreement,
the terms of this Amendment shall control and govern.


 


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(b)           Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.  This Amendment will become effective when one
or more counterparts have been signed by each of the parties and delivered to
the other parties.  For purposes of
determining whether a party has signed this Amendment or any document
contemplated hereby or any amendment or waiver hereof, only a handwritten
original signature on a paper document or a facsimile or portable document
format (pdf) copy of such a handwritten original signature shall constitute a
signature, notwithstanding any law relating to or enabling the creation,
execution or delivery of any contract or signature by electronic means.


 


SIGNATURE PAGE FOLLOWS


 


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IN
WITNESS WHEREOF, each of Advisor and Client has executed this Amendment as of
the day and year first above written.


 


	
   

  	
  CLIENT:

  
	
   

  	
   

  
	
   

  	
  Hilltop
  Holdings Inc.,

  
	
   

  	
  a
  Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ DARREN PARMENTER

  
	
   

  	
  Name:

  	
  Darren
  Parmenter

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADVISOR:

  
	
   

  	
   

  
	
   

  	
  Diamond
  A Administration Company, LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ GARY SHULTZ

  
	
   

  	
  Name:

  	
  Gary
  Shultz

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


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