EMPLOYMENT AGREEMENT

1.

Employment . Upon the terms and subject to the conditions contained in this Agreement, Executive agrees to provide full-time services for Employer during the term of this Agreement. Executive agrees to devote his best efforts to the business of Employer, and shall perform his duties in a diligent, trustworthy and business-like manner, all for the purpose of advancing the business of Employer; provided that nothing herein shall prevent Executive from devoting such time to his personal investments or serving on the board of directors or trustees of any business corporation or charitable organization, or engaging in other charitable or community activities, so long as such service and activities do not materially interfere with the performance of Executive’s duties hereunder or otherwise conflict with Sections 13 through 15 hereof.

2.

Duties . The duties of Executive shall be those duties which can reasonably be expected to be performed by a person with the title of Managing Director of a major financial organization. Executive shall report directly to the Chief Executive Officer of Employer (the “ CEO ”). Executive’s duties may, from time to time, be changed or modified at the discretion of the CEO so long as they remain consistent with those duties which can reasonably be expected to be performed by a person with the title of Managing Director of a major financial organization. In furtherance of the performance of such duties, the parties hereto agree that Executive will be based in the Dallas, Texas metropolitan area.

3.

Salary and Benefits .

(a)

Base Salary . Employer shall, during the term of this Agreement, pay Executive an annual base salary of $175,000. Such salary shall be paid in semi-monthly installments less applicable withholding and salary deductions. Base salary shall be reviewed and adjusted at least annually, but may not be reduced, except as otherwise provided by Section 17 below.

(b)

Bonus . Beginning with year 2009, 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 Employer (the “ Board ”); provided , however , subject to Section 17 below, that annual bonus for any given year shall not be less than the average annual bonus paid to Executive, by Employer or its predecessor entity, in respect of the three (3) calendar years immediately preceding the year of such bonus Executive’s bonus shall be paid on or before March 15 of the year following the year for which the bonus is payable.

(c)

Restricted Stock Grant . As soon as administratively possible following the date of this Agreement, Executive shall receive a grant of five thousand (5,000) shares of restricted common stock of Plains Capital (the “ Restricted Stock ”). The Restricted Stock shall be subject to the terms and conditions of a restricted stock award agreement between Executive and Plains Capital, which shall include, without limitation, the following terms: (i) vesting of the Restricted Stock equally over seven (7) years, beginning on the first anniversary of the date of grant (subject to early termination or forfeiture in accordance with the terms of the award agreement); (ii) immediate vesting of all unvested shares of Restricted Stock upon the occurrence of a “change in control” or an “initial public listing” (each as defined in the applicable award agreement); and (iii) in the event Executive violates any of the provisions of Section 13, 14, or 15 below, (x) immediate forfeiture of any unvested shares of Restricted Stock; (y) immediate forfeiture of any shares of Restricted Stock that vested within the 180-day period preceding such event that are still held by Executive; and (z) immediate payment by Executive to Plains Capital of any gain that Executive realized on the sale of any vested shares of Restricted Stock that were sold by Executive within the 180-day period preceding or the one year period following the date of such violation. Executive agrees to execute any documents requested by Plains Capital in connection with the grant of the Restricted Stock pursuant to this Section 3(c) .

(d)

Reimbursement of Expenses .

(e)

Executive Benefits . Executive shall be entitled to participate in the employee benefit programs generally available to employees of Employer or Plains Capital and to all normal perquisites provided to similarly situated employees of Employer or Plains Capital.

(f)

Club Membership . During the term of this Agreement and except as otherwise provided by Section 17 below, Employer shall either provide Executive with reasonable access to a CEO-approved club for business use or Employer shall reimburse Executive for the reasonable dues and expenses associated with a CEO-approved club, provided Executive submits appropriate documentation supporting such dues and expenses to Employer in accordance with Employer’s normal policies.

(g)

Benefits Not in Lieu of Compensation . No benefit or perquisite provided to Executive shall be deemed to be in lieu of base salary or other compensation.

4.

Term of Agreement . This Agreement shall become binding immediately upon its execution but shall not become effective until the date of closing of the merger between a

wholly-owned subsidiary of Plains Capital and Employer, so long as that closing occurs on or before March 31, 2009 (the date of closing referred to hereinafter as the “ Effective Date ”), and shall remain in effect until the second anniversary of the Effective Date or until later termination if this Agreement is renewed under this Section 4 . If the closing does not occur by March 31, 2009, this Agreement shall be null and void. If this Agreement does become effective, on the second anniversary of the Effective Date, this Agreement shall be automatically renewed for an additional one year term unless either Employer or Executive provides written notice of election not to renew at least 90 days before such annual renewal date. If this Agreement is so renewed, thereafter, on each successive annual anniversary of the renewal date, this Agreement shall be automatically renewed for an additional one year term unless either Employer or Executive provides written notice of election not to renew at least 90 days before such applicable renewal 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.

5.

General Termination Provisions . Except as otherwise provided by Section 17 hereof, if Executive has a Termination of Employment during the term of this Agreement, other than under the provisions of Section 6 , then upon such Termination of Employment and conditioned upon Executive’s execution of a release in a form provided by Employer within forty-five (45) days following such Termination of Employment, Employer will be liable to Executive for all payments (if any) as described in Section 5 , as follows:

(a)

Termination by Employer . Employer may terminate Executive’s employment and this Agreement under this Section 5 only upon the occurrence of one or more of the following events and under the conditions described below.

(i)

Termination For Cause . Employer may discharge Executive for Cause, and, upon such Termination of Employment, this Agreement shall terminate immediately and Executive shall be entitled to receive:

(A)

Executive’s base salary through the effective date of such Termination of Employment at the annual rate in effect at the time Notice of Termination is given, payable within ten (10) business days after the effective date of such Termination of Employment;

(B)

any annual bonus fully earned as defined in the Bonus Plan but unpaid as of the effective date of such Termination of Employment for any previously completed fiscal year, payable within ten (10) business days after the effective date of such Termination of Employment;

(C)

all earned and unpaid and/or vested, nonforfeitable amounts owing or accrued at the effective date of such Termination of Employment under any compensation and benefit plans, programs, and arrangements of Employer and its affiliates in which Executive theretofore participated, payable in accordance with the terms and

conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted or accrued; and

(D)

reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Employer policy prior to the effective date of such Termination of Employment (collectively, (A) through (D) above shall be the “ Accrued Amounts ”).

(ii)

Termination Without Cause or Upon Termination after Non-Renewal . If Employer shall discharge Executive without Cause (other than pursuant to a Change in Control as described in Section 6 ) or if Employer shall give Executive notice of its intention to not renew this Agreement pursuant to Section 4 and within ninety (90) days after termination of this Agreement terminate Executive without Cause, then upon such Termination of Employment, this Agreement shall terminate immediately, if it has not already terminated, and conditioned upon Executive’s execution of a release in a form provided by Employer within forty-five (45) days following such Termination of Employment, Executive shall be entitled to receive:

(A)

the Accrued Amounts; and

(B)

a cash amount equal to one (1) times the sum of (i) the annual base salary rate of Executive immediately prior to the effective date of such Termination of Employment, and (ii) the average annual bonus paid to Executive in respect of the three (3) calendar years immediately preceding the year of Termination of Employment, payable in a lump sum payment within sixty (60) days of the effective date of such Termination of Employment.

(iii)

Termination Because of Death or Disability . In the event of Executive’s death or disability (within the meaning of Employer’s disability policy that is in effect at the time of disability), upon such Termination of Employment, this Agreement shall terminate immediately and Executive (or his estate) shall be entitled to receive the Accrued Amounts.

(b)

Termination by Executive . Executive may voluntarily terminate this Agreement at any time following its execution. If Executive shall voluntarily terminate his employment for any reason, this Agreement shall terminate immediately and Executive shall be entitled to receive the Accrued Amounts.

6.

Termination Upon Change in Control .

(a)

Upon (x) the discharge of Executive by Employer without Cause within the twenty-four (24) months immediately following, or the six (6) months

immediately preceding, a Change in Control; or (y) Executive’s Termination of Employment for Good Reason within the twenty-four (24) months immediately following, or the six (6) months immediately preceding, a Change in Control; then upon such Termination of Employment, this Agreement shall terminate immediately, and conditioned upon Executive’s execution of a release in a form provided by Employer within forty-five (45) days following such Termination of Employment, Executive shall be entitled to receive:

(i)

the Accrued Amounts;

(ii)

a cash lump sum amount equal to three (3) times the sum of Executive’s (A) annual rate of salary in effect immediately prior to the effective date of such Termination of Employment or, if higher, the annual rate in effect immediately prior to the Change in Control and (B) annual bonus paid or payable with respect to the calendar year prior to the calendar year in which the effective date of such Termination of Employment occurs or, if higher, the average annual bonus paid or payable to Executive for the three (3) calendar years preceding the calendar year in which the effective date of such Termination of Employment occurs (such higher bonus amount, the “ Annual Bonus Amount ”), payable within sixty (60) business days after the effective date of such Termination of Employment (or, if later, the effective date of the Change in Control);

(iii)

to the extent permitted by applicable law, inclusion in Employer’s Welfare Plans as if Executive were still employed by Employer until the earlier of two (2) years following the date of Termination of Employment of Executive, or until Executive obtains eligibility under comparable employee plans from another employer which, to the extent such benefits are otherwise taxable to Executive, such benefits shall for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations and other guidance issued thereunder (“ Section 409A ”) be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year; and

(iv)

continuation of the average auto allowance received by Executive during the twelve (12) month period immediately preceding the effective date of the Termination of Employment until the earlier of two (2) years following the termination of Executive, or until Executive receives an auto allowance from another employer. Each payment of the auto allowance under this Section 6(a)(iv) , for purposes of Section 409A, shall be provided as a separate monthly in-kind payment, and the provision of the auto allowance during one calendar year shall not affect the payment of the auto-allowance to be provided in any other calendar year; and

(v)

full vesting of all outstanding stock options then held by Executive, with payment equal to the then difference between the option price and the current fair market value of the stock as of the effective date of such Termination of Employment in lieu of the right to exercise such options.

(b)

Anything in this Section 6 to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided, by Employer to or for the benefit of Executive under Section 6(a) (whether paid or payable or distributed or distributable or provided pursuant to the terms hereof or otherwise) would constitute a “parachute payment” as defined in Section 280G of the Code, then the benefits payable pursuant to Section 6(a) shall be reduced so that the aggregate present value of all payments in the nature of compensation to (or for the benefit of) Executive which are contingent on a change of control (as defined in Section 280G(b)(2)(A) of the Code) is One Dollar ($1.00) less than the amount which Executive could receive without being considered to have received any parachute payment (the amount of this reduction in the benefits payable is referred to herein as the “ Excess Amount ”). The determination of the amount of any reduction required by this Section 6(b) shall be made by an independent accounting firm selected by Employer, and such determination shall be conclusive and binding on the parties hereto.

(c)

Notwithstanding the provisions of Section 6(b) , if it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, that an Excess Amount was received by Executive from Employer, then such Excess Amount shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Amount and Executive shall repay the Excess Amount to Employer on demand (but no less than ten (10) days after written demand is received by Executive) together with interest on the Excess Amount at the “applicable Federal rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Amount until the date of such repayment.

(d)

Notwithstanding anything to the contrary contained herein, any amounts payable to Executive pursuant to Section 6(a) shall be reduced by any amounts previously received by Executive pursuant to Section 5 above.

7.

Definitions .

(a)

Termination For Cause . “ Cause ” for termination shall mean that, prior to any termination pursuant to Section 5(a)(i) hereof, Executive shall have committed or caused:

(i)

an intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with Employer;

(ii)

intentional wrongful damage to property of Employer;