2012-14578. Formations of, Acquisitions by, and Mergers of Bank Holding Companies

The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) (BHC Act), Regulation Y (12 CFR part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below.

The applications listed below, as well as other related filings required by the Board, are available for immediate inspection at the Federal Reserve Bank indicated. The applications will also be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)). If the proposal also involves the acquisition of a nonbanking company, the review also includes whether the acquisition of the nonbanking company complies with the standards in section 4 of the BHC Act (12 U.S.C. 1843). Unless otherwise noted, nonbanking activities will be conducted throughout the United States.

Unless otherwise noted, comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than July 9, 2012.

A. Federal Reserve Bank of Dallas (E. Ann Worthy, Vice President) 2200 North Pearl Street, Dallas, Texas 75201-2272:

1. Diamond A Financial, L.P., Hilltop Holdings Inc., and Meadow Corporation, all in Dallas, Texas; to become bank holding companies by acquiring 100 percent of the voting shares of PlainsCapital Corporation, and its subsidiary bank, PlainsCapital Bank, both in Dallas, Texas.

In connection with this application, Applicants also have applied to acquire PrimeLending, a PlainsCapital Company, and indirectly acquire PrimeLending Ventures Management, LLC, and PrimeLending Ventures, LLC, all in Dallas, Texas; and thereby engage in mortgage lending activities pursuant to section 225.28(b)(1) and (2).

In addition, Diamond A Financial, L.P., and Hilltop Holdings Inc.; have applied to retain an interest in SWS Group, Inc., and indirectly retain an interest in Southwest Securities, FSB, both in Dallas, Texas, and thereby engage in the operation of a savings association pursuant to section 225.28(b)(4)(ii). Applicants also have applied to engage in the following activities: extending credit and servicing loans activities, pursuant to section 225.28(b)(1) and (2); financial and investment advisory activities, pursuant to section 225.28(b)(6); agency transactional services for customers, including providing securities brokerage services, pursuant to section 225.28(b)(7); acting as riskless-principal and providing private-placement services and other transactional services as agent for customers, pursuant to section 225.28(b)(7); underwriting and dealing in government obligations and money market investments, pursuant to section 225.28(b)(8); community development activities, pursuant to section 225.28(b)(12); and issuing and selling money orders, savings bonds, traveler's checks and similar consumer payment instruments, pursuant to section 225.28(b)(13).

Board of Governors of the Federal Reserve System.

Dated: June 11, 2012.

Robert deV. Frierson,

Deputy Secretary of the Board.