SWS Group to Commence Mailing of Definitive Proxy Statement In Connection With Proposed $100 Million Capital Raise

DALLAS, April 12, 2011 /PRNewswire/ -- SWS Group, Inc. (NYSE: SWS) today announced it has filed with the Securities and Exchange Commission definitive proxy materials in connection with its definitive Funding Agreement with Hilltop Holdings Inc. (NYSE: HTH) and Oak Hill Capital Partners (the "Investors"). The company expects to commence mailing of the definitive proxy materials to SWS Group stockholders today.  As previously announced on March 21, 2011, pursuant to the Funding Agreement, Hilltop and Oak Hill Capital each agreed to invest in SWS Group through a $50 million loan, and SWS Group agreed to issue each of Hilltop and Oak Hill Capital a warrant to purchase common shares of SWS Group.

A special meeting of SWS Group stockholders to consider and vote upon the proposed transaction will be held at Renaissance Tower, 1201 Elm Street, Suite 4200, Dallas, Texas 75270, at 9:00 a.m., local time, on May 18, 2011. All SWS Group stockholders of record at the close of business on April 7, 2011, are entitled to vote on the matters presented at the special meeting.

SWS Group's Board of Directors has unanimously approved the transaction and recommends that all SWS Group stockholders vote "FOR" the proposed issuance of the warrants and the securities issuable upon the exercise of the warrants.

The extension of the loan and issuance of the warrants are conditioned on, among other things, receipt of requisite regulatory approvals and consents, approval by the stockholders of SWS Group of the issuance of the warrants and the securities issuable upon the exercise of the warrants, maintenance by SWS Group of specified levels of deposits and other customary conditions.  Closing of these transactions is expected in the third calendar quarter of 2011.

SWS Group stockholders are encouraged to read the company's definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the proposed transaction and the reasons behind the Board of Directors' unanimous recommendation that stockholders vote "FOR" the approval of the transaction.

SWS stockholders who have questions about the transaction or need assistance in submitting their proxy or voting their shares should contact the company's proxy solicitor, MacKenzie Partners, located at 105 Madison Avenue, New York, NY 10016 at (212) 929-5500 (call collect) or (800) 322-2885 (toll-free).

Sandler O'Neill + Partners, L.P. is serving as financial advisor to SWS Group and Andrews Kurth LLP is serving as its legal advisor.

About SWS Group

SWS Group, Inc. is a Dallas-based company offering a broad range of investment and financial services through its subsidiaries. The company's common stock is listed and traded on the New York Stock Exchange under the symbol SWS. SWS Group, Inc. subsidiaries include Southwest Securities, Inc., a national clearing firm, registered investment adviser and registered broker-dealer; SWS Financial Services, Inc., a registered investment adviser and a registered broker-dealer serving independent securities brokers and their clients, and Southwest Securities, FSB, one of the largest banks headquartered in the Dallas-Fort Worth metropolitan area.

Forward Looking Statements

Certain information contained in the press release may include "forward-looking statements."  These forward-looking statements relate to the company's plans for raising capital, including the closing of the transaction described in the press release.  Such statements also relate to the potential success of the company's future plans to strengthen its balance sheet.  There can be no assurance that the company will be able to achieve its goals, close on the transaction with the Investors and obtain required capital, or that other actual results, performance or achievements of the company will not differ materially from those expressed or implied by the forward-looking statements.  Factors that could cause actual events or results to differ significantly from those described in or implied by the forward-looking statements include, but are not limited to, (1) our ability to complete the previously announced transaction, (2) our ability to attract new deposits and loans; (3) local, regional, and national economic conditions and events and the impact they may have on us and our customers; (4) increasing levels of classified assets, including nonperforming assets, which could adversely affect our earnings and liquidity; (5) market interest rate volatility; (6) changes in legal or regulatory requirements or the results of regulatory examinations that could restrict growth and constrain our activities, including the terms of our Order to Cease and Desist entered into with the Office of Thrift Supervision; and (7) changes in accounting standards and interpretations.  For details on these and other factors that could affect expectations, see the cautionary language included under the headings "Risk Factors" and "Forward- Looking Statements" in the company's Annual Report on Form 10-K for the year ended June 25, 2010 and other filings with the Securities and Exchange Commission.

SOURCE SWS Group, Inc.

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