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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 9, 2012 relating to the financial statements, financial statement schedules, and the effectiveness of internal control over financial reporting, which appears in Hilltop Holdings Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Dallas, TX
July 2, 2012
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM