LegacyTexas Financial Group, Inc. (Form: S-8, Received: 11/07/2017 17:20:59)

As filed with the Securities and Exchange Commission on November 7, 2017

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LEGACYTEXAS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Maryland	27-2176993
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5851 Legacy Circle, Plano, Texas	75024
(Address of principal executive offices)	(Zip Code)

LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan

(Full title of the plan)

Martin L. Meyrowitz, P.C.

Michael S. Sadow, P.C.

Silver, Freedman, Taff & Tiernan LLP

(a limited liability partnership including professional corporations)

3299 K Street, N.W., Suite 100

Washington, D.C. 20007

(Name and address of agent for service)

(202) 295-4500

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ■		Accelerated Filer □
Non-accelerated filer □ (Do not check if a smaller reporting company)		Smaller reporting company □
		Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. □

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $.01 per share	3,250,000 shares ⁽¹⁾	$39.73 ⁽²⁾	$129,122,500 ⁽²⁾	$16,075.75 ⁽²⁾

⁽¹⁾ Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of the common stock of LegacyTexas Financial Group, Inc.

⁽²⁾ Calculated in accordance with Rule 457(h) under the Securities Act of 1933, on the basis of $39.73 per share, which was the average of the high and low sale prices per share of the common stock of LegacyTexas Financial Group, Inc. on the NASDAQ Global Select Market on November 2, 2017.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan, as required by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act").

Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference .

The following documents previously or concurrently filed by LegacyTexas Financial Group, Inc. (the "Company") with the Commission (File No. 001-34737) (excluding any portions of such documents that have been furnished to and deemed not to be filed with the Commission) are hereby incorporated by reference into this Registration Statement and the prospectus to which this Registration Statement relates (the "Prospectus"):

(a)	the Company's Annual Report on Form 10-K for the year ended December 31, 2016, including the information incorporated by reference into that Form 10-K from the Company's definitive Proxy Statement on Schedule 14A filed with the Commission on April 14, 2017;

(b)	the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 2017;

(c)	the Company's Current Reports on Form 8-K filed on January 11, 2017, January 24, 2017, March 3, 2017, April 6, 2017, April 18, 2017 (Item 8.01 only), May 25, 2017, July 5, 2017, July 18, 2017 (Item 8.01 only), August 16, 2017, October 4, 2017 and October 24, 2017 (Item 8.01 only); and

(d)	the description of the Common Stock contained in the Company's Registration Statement on Form 8-A filed on May 6, 2010, and all amendments or reports filed for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding any document or portion thereof that has been furnished to and deemed not to be filed with the Commission), after the filing of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the Prospectus.

The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to: J. Mays Davenport, Executive Vice President and Chief Financial Officer, LegacyTexas Financial Group, Inc., 5851 Legacy Circle, Plano, Texas 5024, telephone number (972) 578-5000.

All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4. Description of Securities .

Not Applicable.

Item 5. Interests of Named Experts and Counsel .

Not Applicable.

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Item 6. Indemnification of Directors and Officers .

Section 2-405.2 of the Maryland General Corporation Law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation or its stockholders for money damages except: (1) to the extent it is proven that the director or officer actually received an improper benefit or profit, for the amount of the improper benefit or profit; or (2) to the extent that a judgment or other final adjudication adverse to the director or officer is entered in a proceeding based on a finding that the director's or officer's action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Company's charter contains such a provision, thereby limiting the liability of its directors and officers to the maximum extent permitted by Maryland law.

Section 2-418 of the Maryland General Corporation Law permits a Maryland corporation to indemnify a director or officer who is made a party to any proceeding by reason of service in that capacity against judgments, penalties, fines, settlements and reasonable expenses actually incurred unless it is established that: (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit; or (3) in the case of a criminal proceeding, the director or officer had reasonable cause to believe that his conduct was unlawful. The Maryland General Corporation Law provides that where a director or officer is a defendant in a proceeding by or in the right of the corporation, the director or officer may not be indemnified if he or she is found liable to the corporation. The Maryland General Corporation Law also provides that a director or officer may not be indemnified in respect of any proceeding alleging improper personal benefit in which he or she was found liable on the grounds that personal benefit was improperly received. A director or officer found liable in a proceeding by or in the right of the corporation or in a proceeding alleging improper personal benefit may petition a court to nevertheless order indemnification of expenses if the court determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

Section 2-418 of the Maryland General Corporation Law provides that unless limited by the charter of a Maryland corporation, a director or an officer who is successful on the merits or otherwise in defense of any proceeding must be indemnified against reasonable expenses. Section 2-418 also provides that a Maryland corporation may advance reasonable expenses to a director or an officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by the director or officer or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Company's charter provides for indemnification of directors and officers to the maximum extent permitted by the Maryland General Corporation Law.

Under a directors' and officers' liability insurance policy, directors and officers of the Company are insured against certain liabilities.

Item 7. Exemption from Registration Claimed .

Not Applicable.

Item 8. Exhibits .

See Exhibit Index.

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Item 9.

Undertakings .

(a) The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post‑effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Plano, State of Texas, on the 3rd day of November, 2017.

	LEGACYTEXAS FINANCIAL GROUP, INC.


	By: /s/ Kevin J. Hanigan
	Kevin J. Hanigan
	President and Chief Executive Officer
	(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned officers and directors of LegacyTexas Financial Group, Inc., hereby severally and individually constitute and appoint Kevin J. Hanigan and J. Mays Davenport, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments (including post-effective amendments) to this registration statement and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Anthony J. LeVecchio		/s/ Kevin J. Hanigan
Anthony J. LeVecchio, Chairman of the Board		Kevin J. Hanigan, President, Chief Executive Officer and
Date: November 3, 2017		Director (Principal Executive Officer)
		Date: November 3, 2017


/s/ Arcilia Acosta		/s/ George A. Fisk
Arcilia Acosta, Director		George A. Fisk, Director
Date: November 3, 2017		Date: November 3, 2017

/s/ Bruce W. Hunt		/s/ James Brian McCall
Bruce W. Hunt, Director		James Brian McCall, Director
Date: November 3, 2017		Date: November 3, 2017

/s/ Karen H. O'Shea		/s/ Greg Wilkinson
Karen H. O'Shea, Director		Greg Wilkinson, Director
Date: November 3, 2017		Date: November 3, 2017

/s/ J. Mays Davenport
J. Mays Davenport, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Date: November 3, 2017

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INDEX TO EXHIBITS

Exhibit Number		Document

4.1		Charter of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on May 25, 2017 (File No. 001-34737) and incorporated herein by reference) .

4.2		Bylaws of the Registrant, as amended (included as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (File No. 001-34737) and incorporated herein by reference).

4.3		Certificate of Registrant's Common Stock (incorporated herein by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed with the SEC on January 6, 2015 (File No. 001-34737)).

4.4		The Registrant hereby agrees to furnish to the Commission, upon request, the instruments defining the rights of the holders of each issue of long-term debt of the Registrant and its consolidated subsidiaries.

5		Opinion of Silver, Freedman, Taff & Tiernan LLP

23.1		Consent of Silver, Freedman, Taff & Tiernan LLP (contained in Exhibit 5)

23.2		Consent of Ernst & Young LLP

24		Power of Attorney (contained on signature page).

99.1		LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan (attached as Appendix A to the Registrant's definitive proxy statement filed on April 14, 2017 (File No. 001-34737) and incorporated herein by reference).

99.2		Form of Incentive Stock Option Agreement under the 2017 Omnibus Incentive Plan

99.3		Form of Non-Qualified Stock Option Agreement under the 2017 Omnibus Incentive Plan

99.4		Form of Restricted Stock Agreement (Management) under the 2017 Omnibus Incentive Plan (time-based vesting)

99.5		Form of Restricted Stock Agreement (Management) under the 2017 Omnibus Incentive Plan (performance-based vesting)

99.6		Form of Restricted Stock Agreement (Non-Employee Director) under the 2017 Omnibus Incentive Plan (time-based vesting)

Law Offices

Silver, Freedman, Taff & Tiernan LLP

A Limited Liability Partnership Including Professional Corporations

3299 K STREET, N.W., SUITE 100

WASHINGTON, D.C. 20007

(202) 295-4500

WWW.SFTTLAW.COM

November 3, 2017

Board of Directors

LegacyTexas Financial Group, Inc.

5851 Legacy Circle

Plano, Texas 75024

Ladies and Gentlemen:

We have acted as special counsel to LegacyTexas Financial Group, Inc., a Maryland corporation (the "Company"), in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement"), relating to 3,250,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), to be offered pursuant to the LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan (the "Plan"). The Registration Statement also registers an indeterminate number of additional shares which may be issuable as a result of a stock split, stock dividend or similar transaction. We have been requested by the Company to furnish this opinion to be included as an exhibit to the Registration Statement.

In connection with our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the Registration Statement, the Company's charter and bylaws, resolutions of the Company's Board of Directors and committees thereof, certificates of public officials, certificates of corporate officers and such other documents and corporate records as we have deemed appropriate for the purpose of rendering this opinion. We have assumed without investigation the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic and complete original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity, accuracy and completeness of the originals of such copies. We also have assumed the due authorization of such documents by all parties other than the Company and the taking of all requisite action respecting such documents by all parties other than the Company, the due execution and delivery of such documents by each party other than the Company and have additionally assumed that all agreements are valid and binding agreements of all parties to such agreements, other than the Company. In addition, we have assumed the accuracy of certifications of public officials, government agencies and departments, corporate officers and other individuals on which we are relying, and have made no independent investigations thereof.

For purposes of this opinion, we have also assumed that (i) the shares of Common Stock issuable pursuant to awards under the Plan will continue to be validly authorized on the dates the Common Stock is issued pursuant to under the Plan; (ii) on the dates the stock options issued under the Plan are exercised and the share awards vest, the stock options and the share awards will constitute valid, legal and binding obligations of the Company and will be enforceable as to the Company in accordance with their terms (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors' rights generally); (iii) the stock options are exercised in accordance with their terms and the Plan and the exercise price therefor is paid in accordance with the terms thereof; (iv) no change occurs in applicable law or the pertinent facts; and (v) the provisions of "blue sky" and other securities laws as may be applicable will have been complied with to the extent required.

LegacyTexas Financial Group, Inc.

November 3, 2017

Page 2

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion as of the date hereof that the shares of Common Stock being so registered will be, when and if issued, sold and paid for in accordance with and as contemplated by the Plan, validly issued, fully paid and non-assessable.

In rendering the opinion set forth herein, we express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Maryland, as currently in effect. This opinion is limited to the facts bearing on this opinion as they exist on the date of this opinion. We disclaim any obligation to review or supplement this opinion or to advise you of any changes in the circumstances, laws or events that may occur after this date or otherwise update this opinion.

We hereby consent to the inclusion of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. The opinions expressed herein are matters of professional judgment and are not a guarantee of result.

	Very truly yours,

	/s/ SILVER, FREEDMAN, TAFF & TIERNAN LLP

	SILVER, FREEDMAN, TAFF & TIERNAN LLP

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2017 Omnibus Incentive Plan of LegacyTexas Financial Group, Inc. of our reports dated February 9, 2017, with respect to the consolidated financial statements of LegacyTexas Financial Group, Inc. and the effectiveness of internal control over financial reporting of LegacyTexas Financial Group, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Dallas, Texas

November 3, 2017

LEGACYTEXAS FINANCIAL GROUP, INC.

2017 OMNIBUS INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

ISO NO. _____

This option, intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is granted as of [ ] by LegacyTexas Financial Group, Inc. (the "Company") to ___________ (the "Optionee"), in accordance with the following terms and conditions:

1. Option Grant and Exercise Period . The Company hereby grants to the Optionee an Option (the "Option") to purchase, pursuant to the LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions therein and hereinafter set forth, an aggregate of _____ shares (the "Option Shares") of the Common Stock, par value $.01 per share ("Common Stock"), of the Company at the price (the "Exercise Price") of $____ per share. A copy of the Plan, as currently in effect, is incorporated herein by reference, and either is attached hereto or has been delivered previously to the Optionee. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Plan.

Except as set forth in Section 5 below or Section 8 below, this Option shall be exercisable only during the period (the "Exercise Period") commencing on [ ] and ending at 5:00 p.m., Central time, on [ ], such later time and date being hereinafter referred to as the "Expiration Date." Subject to Sections 5 and 8 below, this Option shall vest and become exercisable according to the following schedule:

Vesting Date		Cumulative Percentage of Initial Award Vested

During the Exercise Period, to the extent vested, this Option shall be exercisable in whole at any time or in part from time to time subject to the provisions of this Agreement. In the event this Option or any portion thereof fails to qualify as an Incentive Stock Option for any reason whatsoever, this Option or such portion thereof shall automatically be deemed a Non-Qualified Stock Option. For example, to the extent that this Option or any portion thereof becomes or remains exercisable after the expiration of three months following the Optionee's termination of employment (other than by reason of death or Disability with respect to that portion of this Option that is exercisable at time of death or Disability), this Option shall no longer qualify as an Incentive Stock Option but shall deem to be a Non-Qualified Stock Option for tax purposes.

2. Method of Exercise of This Option . This Option may be exercised during the Exercise Period by providing written notice to the _____________ of the Company specifying the number of Option Shares to be purchased; provided however, that the minimum number of Option Shares which may be purchased at any time shall be 100, or, if less, the total number of Option Shares relating to the Option which remain un-purchased. The notice must be in the form prescribed by Section 6.6 of the Plan. The date of exercise is the date on which such notice is received by the Company. Such notice must be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) in cash or its equivalent (including cash or its equivalent paid through a broker-assisted exercise program), (ii) by tendering previously acquired shares of Common Stock having an aggregate fair market value at the time of exercise equal to the aggregate Option Price, (iii) by net exercise (a cashless exercise whereby the Company will reduce the number of Option Shares issuable upon exercise by the number of Shares having a Fair Market Value equal to the exercise price for the Option Shares to be purchased upon exercise), or (iv) by a combination of (i), (ii) and (iii). Promptly

after such payment, subject to Section 3 below, the Company shall issue and deliver to the Optionee or other person exercising this Option (pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee) a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another jointly with right of survivorship.

3. Delivery and Registration of Shares of Common Stock . The Company's obligation to deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Optionee or any other person to whom such shares are to be delivered pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), or any other Federal, state or local securities law or regulation. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under the Securities Act or other securities law or regulation. The Company shall not be required to deliver any shares upon exercise of this Option prior to (i) the admission of such shares to listing on any stock exchange or system on which the shares of Common Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

4. Non-transferability of This Option . This Option may not be assigned, encumbered, or transferred except, in the event of the death of the Optionee, by will or the laws of descent and distribution to the extent provided in Section 5 below. This Option is exercisable during the Optionee's lifetime only by the Optionee. The provisions of this Option shall be binding upon, inure to the benefit of and be enforceable by the parties hereto, the successors and assigns of the Company and any person to whom this Option is transferred by will or by the laws of descent and distribution.

5. Termination of Employment . Except as otherwise provided in this Section 5, if the Optionee voluntarily terminates employment or the Optionee's employment is involuntarily terminated without Cause (including voluntary termination under circumstances constituting an involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Optionee), then the Optionee shall have ninety (90) days after such termination of employment to exercise this Option to the extent it is otherwise exercisable on the date of employment termination, but in no event later than the Expiration Date. If the Optionee is terminated for Cause, all rights under this Option shall expire immediately upon the giving to the Optionee of notice of such termination.

Nothing herein is intended to diminish the rights of the Optionee under the Plan if the Optionee's employment is terminated due to death or Disability.

In accordance with Section 8 below, the foregoing provisions of this Section 5 shall apply following a Change in Control to this Option or, if applicable, the Replacement Award (as defined in Section 8) which continues in effect after the Change in Control, provided, that if Optionee's employment terminates upon or after a Change in Control under circumstances constituting involuntary termination without Cause (as described above), then this Option, or, if applicable, the Replacement Award, shall become immediately exercisable (to the extent not already exercisable) and shall remain exercisable for a period of 90 days after such termination of employment, but in no event later than the Expiration Date.

6. Regulatory, Recoupment and Holding Period Requirements . Optionee acknowledges and agrees that this Award and Optionee's receipt of any Shares hereunder is subject to possible reduction, cancellation, forfeiture, recoupment (clawback), delayed payment or holding period requirements, (a) upon the occurrence of events set forth in Section 19.3 of the Plan, or (b) pursuant to policies which the Company has or may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.

ISO-2

adjustment shall be made in the number and class of shares covered by this Option and the Exercise Price of this Option as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights; and provided that the number of shares subject to this Option shall always be a whole number.

8. Effect of Change in Control . A Change in Control shall not, by itself, result in acceleration of the vesting and exercisability of the Option, except as provided in this Section 8.

Upon a Change in Control prior to the scheduled vesting date, except to the extent that another Award meeting the requirements of this Section 8 (a "Replacement Award") is provided to Optionee to replace this Award (the "Replaced Award"), the Option shall vest and be exercisable in full on the effective date of such Change in Control.

An Award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:

(a) The Award has a value at least equal to the value of the Replaced Award;

(b) The Award relates to publicly-traded equity securities of the Company or its successor following the Change the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and

(c) The other terms and conditions of the Award are not less favorable to the Optionee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 5 relating to vesting and exercisability in the event of termination of employment).

Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 8 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

9. Shareholder Rights Not Granted by This Option . The Optionee is not entitled by virtue hereof to any rights of a shareholder of the Company or to notice of meetings of shareholders or to notice of any other proceedings of the Company.

10. Withholding Tax . The Company shall have the power and the right to deduct or withhold from shares of Common Stock issuable upon exercise of the Option, shares with a Fair Market Value equal to the amount sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld, unless Optionee has made arrangements acceptable to the Company for the payment of such taxes.

11. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of LegacyTexas Financial Group, Inc., 5851 Legacy Circle, Suite 1200, Plano, Texas 75024. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee's address noted below. Such addresses for the service of notices may be changed at any time provided written notice of the change is furnished in advance to the Company or to the Optionee, as the case may be.

12. Plan and Plan Interpretations as Controlling . This Option and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Committee shall be binding and conclusive upon the Optionee or his legal representatives with regard to any question arising hereunder or under the Plan.

13. Optionee Service . Nothing in this Option shall limit the right of the Company or any of its Affiliates to terminate the Optionee's service as an officer or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services of the Optionee.

ISO-3

14. Optionee Acceptance . The Optionee shall signify his acceptance of the terms and conditions of this Option by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 11 above. To the extent the terms of any employment, severance or other agreement to which the Optionee is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Award Agreement, including the vesting or exercise rights contained in Sections 5 and 8, the terms of this Award Agreement shall control.

15. Electronic Signature . All references to signatures and delivery of documents in this Option may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Option. Optionee's electronic signature, including, without limitation, "click-through" acceptance of this Option through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, Optionee's manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Option.

16. Notice of Sale . The Optionee or any person to whom this Option or the Option Shares shall have been transferred by will or by the laws of descent and distribution promptly shall give notice to the Company in the event of the sale or other disposition of Option Shares within the later of (a) two years from the date of grant of this Option or (b) one year from the date of exercise of this Option. Such notice shall specify the number of Option Shares sold or otherwise disposed of and be directed to the address set forth in Section 11 above.

IN WITNESS WHEREOF, the parties hereto have caused this INCENTIVE STOCK OPTION AGREEMENT to be executed as of the date first above written.

	LEGACYTEXAS FINANCIAL GROUP, INC. _________________________________________ [Name/Title]
	ACCEPTED: __________________________________________
	__________________________________________ (Street Address)
	___________________________________________ (City, State, and Zip Code)

LEGACYTEXAS FINANCIAL GROUP, INC.

2017 OMNIBUS INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

NQSO NO. _____

This option, intended to be a Non-Qualified Stock Option, is granted as of [ ] by LegacyTexas Financial Group, Inc. (the "Company") to ___________ (the "Optionee"), in accordance with the following terms and conditions:

Vesting Date		Cumulative Percentage of Initial Award Vested

During the Exercise Period, to the extent vested, this Option shall be exercisable in whole at any time or in part from time to time subject to the provisions of this Agreement.

2. Method of Exercise of This Option . This Option may be exercised during the Exercise Period by providing written notice to the Chief Financial Officer or Secretary of the Company specifying the number of Option Shares to be purchased; provided however, that the minimum number of Option Shares which may be purchased at any time shall be 100, or, if less, the total number of Option Shares relating to the Option which remain un-purchased. The notice must be in the form prescribed by Section 6.6 of the Plan. The date of exercise is the date on which such notice is received by the Company. Such notice must be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) in cash or its equivalent (including cash or its equivalent paid through a broker-assisted exercise program), (ii) by tendering previously acquired shares of Common Stock having an aggregate fair market value at the time of exercise equal to the aggregate Option Price, (iii) by net exercise (a cashless exercise whereby the Company will reduce the number of Option Shares issuable upon exercise by the number of Shares having a Fair Market Value equal to the exercise price for the Option Shares to be purchased upon exercise), or (iv) by a combination of (i), (ii) and (iii). Promptly after such payment, subject to Section 3 below, the Company shall issue and deliver to the Optionee or other person exercising this Option (pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee) a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another jointly with right of survivorship.

Nothing herein is intended to diminish the rights of the Optionee under the Plan if the Optionee's employment is terminated due to death or Disability.

7. Adjustments for Changes in Capitalization of the Company . In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, share combination or other change in the corporate structure of the Company affecting the shares of the Company's Common Stock, such adjustment shall be made in the number and class of shares covered by this Option and the Exercise Price of this Option as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights; and provided that the number of shares subject to this Option shall always be a whole number.

8. Effect of Change in Control . A Change in Control shall not, by itself, result in acceleration of the vesting and exercisability of the Option, except as provided in this Section 8.

NQSO-2

An Award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:

(a) The Award has a value at least equal to the value of the Replaced Award;

NQSO-3

Company, is the same as, and shall have the same force and effect as, Optionee's manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Option.

IN WITNESS WHEREOF, the parties hereto have caused this NON-QUALIFIED STOCK OPTION AGREEMENT to be executed as of the date first above written.

	LEGACYTEXAS FINANCIAL GROUP, INC. _________________________________________ [Name/Title]
	ACCEPTED: __________________________________________
	__________________________________________ (Street Address)
	___________________________________________ (City, State, and Zip Code)

LEGACYTEXAS FINANCIAL GROUP, INC.

2017 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

[Time-based Vesting]

RSA-M NO. _______

Restricted Stock is hereby awarded on _____________ by LegacyTexas Financial Group, Inc., a Maryland corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Grantee. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

1. Share Award . The Company hereby awards to the Grantee ________ shares (the "Shares") of the common stock, par value $.01 per share ("Common Stock"), of the Company.

2. Restrictions on Transfer and Restricted Period . Except as otherwise provided in this Section 2 or in Section 3 of this Agreement, during the period commencing on [ ] and terminating on [ ] (the "Restricted Period"), the Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee, except in the event of the death of the Grantee, by will or the laws of descent and distribution, or, during the lifetime of the Grantee, pursuant to a Qualified Domestic Relations Order or by gift to any member of the Grantee's immediate family or to a trust for the benefit of Grantee or one or more of such immediate family members, provided, that such Shares shall remain subject to the provisions of the Agreement. For purposes of this Section 2, the Grantee's "immediate family" shall mean the lineal ascendants and lineal descendants of the Grantee or his or her spouse, or any one or more of them. The lapsing of the restrictions described above is sometimes referred to in this Agreement as "vesting."

Subject to Section 3 of this Agreement, restrictions described above shall lapse, and the Shares will vest, per the following schedule:

[ ] of the Shares will vest on each of [ ] (each a "Scheduled Vesting Date"), provided that Grantee is then serving as an employee[ , director, advisory director or director emeritus] of the Company or any Subsidiary.

3. Termination of Service . If the Grantee's employment is terminated for any reason other than due to death, Disability, involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Grantee,or a termination upon or after a Change in Control (each a "Qualifying Termination") prior to the vesting of the Shares, upon such termination of employment the unvested Shares shall be forfeited and returned to the Company; provided, however, that the Committee, in its sole discretion, may, in the event of a termination of employment other than due to a Qualifying Termination or Cause, provide for the lapsing of such restrictions upon such terms and provisions as it deems proper. If the Grantee's employment is terminated by reason of a Qualifying Termination, the Shares, if not previously vested, shall vest in full on the date of termination.

4. Certificates for the Shares . The Company shall issue stock certificates or evidence of the issuance of such Shares in book-entry form, in the name of the Grantee, reflecting the number of Shares granted as set forth in Section 1. The Company shall retain these certificates or evidence of the issuance of Shares in book-entry form until the Shares represented thereby become vested. Prior to vesting, the Shares shall be subject to the following restriction, communicated in writing to the Company's stock transfer agent:

RSA-1

The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan and in a Restricted Stock Agreement dated [ ]. A copy of the Plan and such Restricted Stock Agreement may be obtained from the General Counsel of LegacyTexas Financial Group, Inc.

The Grantee further agrees that simultaneously with his/her execution of this Agreement, he/she shall execute a stock power(s) endorsed in blank in favor of the Company with respect to the Shares and he/she shall promptly deliver such stock power to the Company.

5. Grantee's Rights; Dividends . Except as otherwise provided herein, the Grantee, as owner of the Shares, shall have the rights of a stockholder to vote the Shares. Cash dividends paid on the Shares shall [ accumulate, without interest, and be paid in cash at the time the Shares vest under Section 2 or 3, or shall be forfeited at the time the Shares are forfeited ][ be paid to the Grantee at the same time as they are paid to other holders of the Company's common stock ] . If any dividends or distributions are paid in shares of Common Stock, such shares of Common Stock shall be subject to the same restrictions on transferability and forfeitability as the Shares with respect to which they were paid.

6. Vesting . Upon the vesting of the Shares, (a) the Company shall deliver to the Grantee (or, in the event of a transfer of Shares permitted by Section 2 of this Agreement, the person to whom the transferred Shares are so transferred) the certificate or evidence of the issuance of such Shares in book-entry form in respect of such vested Shares and the related stock power held by the Company pursuant to Section 4 above, and (b) the Shares which shall have vested shall be free of the restrictions referred to in Section 2 above and the certificate or other evidence of issuance relating to such vested Shares shall not bear the legend provided for in Section 4 above.

7. Adjustments for Changes in Capitalization of the Company . In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split up, share combination or other change in the corporate structure of the Company affecting the shares of the Company's Common Stock, such adjustment shall be made in the number and class of shares subject to this Agreement, as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights, provided that the number of shares covered by this Agreement shall always be a whole number and the average closing price shall be rounded to the nearest whole cent.

8. Effect of Change in Control . A Change in Control shall not, by itself, result in acceleration of vesting of the Shares, except as provided in this Section 8.

Upon a Change in Control prior to the final Scheduled Vesting Date, except to the extent that another award meeting the requirements of this Section 8 (a "Replacement Award") is provided to Grantee to replace this award (the "Replaced Award"), the Shares shall vest in full on the effective date of such Change in Control.

An award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:

(a) The award has a value at least equal to the value of the Replaced Award;

(b) The award relates to publicly-traded equity securities of the Company or its successor following the Change the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and

(c) The other terms and conditions of the award are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 2 relating to vesting in the event of a Qualifying Termination).

RSA-2

9. Delivery and Registration of Shares of Common Stock . The Company's obligation to deliver the Shares hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state or local securities regulation. It may be provided that any representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities regulation. The Company shall not be required to deliver any shares of Common Stock under the Plan prior to (i) the admission of such shares to listing on any stock exchange or automated quotation system on which the shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

10. Grantee Employment . Nothing in this Agreement shall limit the right of the Company or any Subsidiary to terminate the Grantee's employment, or otherwise impose upon the Company or any Subsidiary any obligation to employ or accept the services of the Grantee.

11. Withholding Tax . Upon the vesting of the Shares (or at any such earlier time, if any, that an election is made by the Grantee under Section 83(b) of the Internal Revenue Code of 1986, as amended, or any successor provision thereto), the Company may withhold from any payment or distribution made under the Plan Shares with a Fair Market Value sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld. The Company shall have the right to deduct from all dividends paid with respect to Shares the amount of any taxes which the Company is required to withhold at the time such dividends are paid to Grantee pursuant to Section 5 of this Agreement.

12. Regulatory, Recoupment and Holding Period Requirements . Grantee acknowledges and agrees that this award and Grantee's receipt of any Shares hereunder is subject to (a) the provisions of Section 19.3 of the Plan, including possible reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements, upon the occurrence of events set forth in Section 19.3 of the Plan, and (b) any policies which the Company may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.

13. Non-solicitation .

(a) In exchange for the Company providing the Grantee the consideration set forth herein and other confidential information, during the Grantee's employment with the Company and for a period of one year after the separation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly: (i) solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with any person whom the Grantee had contact with or job-related information about in the course of such person's employment or other relationship with the Company, or suggest to or discuss with any such person the discontinuation of that person's status or employment with the Company; or (ii) on behalf of any person or entity engaged in the same or similar business as the Company, call on, service, solicit, or accept competing business from the Company's customers or prospective customers whom or which the Grantee, within the previous two (2) years, had or made contact with regarding the Company's business or had access to the Company's information or files about such customer or prospective customer.

RSA-3

(b) To the extent that any provision of this Section 13 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated. Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any period of time during which the Grantee is in violation of the provision(s).

(c) The Company's right to enforce the terms of this Section 13 shall not be affected by the existence or non-existence of any other similar agreement for anyone else, or by the Company's failure to fully enforce, or enforce at all, the terms of any other such agreement. The provisions of this Section 13 are in addition to and not in lieu of, and do not supersede, cancel or replace, (i) any agreement regarding non-solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the Grantee, or (ii) any provisions of an existing agreement regarding any such subjects. Likewise, this Agreement does not alter or amend the terms of any existing agreement between the Company and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement or cancel the terms of this Agreement. In case of any conflict between the terms of this Agreement and the terms of any such agreement concerning employment, the terms of that agreement shall not operate to cancel, supersede or preclude the enforcement of the terms of this Agreement. The terms of any other such agreement shall be construed and enforced without reference to this Agreement unless such agreement references this Agreement, specifically or generally.

14. Grantee Acceptance . The Grantee shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the space provided below and signing the attached stock power and returning a signed copy hereof and of the attached stock power to the Company. To the extent the terms of any employment, severance or other agreement to which the Grantee is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including the vesting rights contained in Sections 2 and 3, the terms of this Agreement shall control.

15. Conformity with Plan . The grant of Shares is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, Grantee acknowledges his or her receipt of this Agreement and the Plan and agrees to be bound by all of the terms of this Agreement and the Plan.

16. Electronic Signature . All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement. Grantee's electronic signature, including, without limitation, "click-through" acceptance of this Agreement through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, Grantee's manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Agreement.

17. Entire Agreement . This Agreement and the terms of the Plan constitute the entire understanding between the Grantee and the Company, and supersede all other agreements, whether written or oral, with respect to this award of Shares.

(Signatures contained on following page.)

RSA-4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

	LEGACYTEXAS FINANCIAL GROUP, INC. _________________________________________ [Name/Title]
	ACCEPTED BY GRANTEE : __________________________________________
	(Signature) __________________________________________ (Street Address)
	___________________________________________ (City, State, and Zip Code)

Beneficiary Designation:

The Grantee designates the following Beneficiary or Beneficiaries to receive the Shares upon the Grantee's death:

______________________________________________________________________________________

RSA-5

STOCK POWER

For value received, I hereby assign and transfer to LegacyTexas Financial Group, Inc. (the "Company") __________ shares of the common stock of the Company, representing all of the shares of common stock of the Company granted to me on , 20__ , standing in my name on the books and records of the Company, [ represented by Certificate No. _____, ][ in book-entry form ] , and do hereby irrevocably constitute and appoint the Secretary of the Company, with full power of substitution, to transfer this stock on the books and records of the aforesaid Company:

	_____________________________________ Name of Grantee
Dated:
In the presence of:___________________________________

RSA-6

83(b) ELECTION FORM

TO:	Internal Revenue Service Center
	[Address where the employee files his or her personal income tax return]

ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986

Name:	__________________________________________________________________
Address:	__________________________________________________________________
	__________________________________________________________________
	__________________________________________________________________

Social Security Number _____ - ____ - _____

Property with respect to which this Election is made: _________ shares of the common stock of LegacyTexas Financial Group, Inc.

Date of Grant or Transfer: _________________.

Taxable Year for which Election is made: Calendar Year _____.

Nature of the Restrictions to which the Property is Subject: a vesting schedule pursuant to which the taxpayer will not be vested in the shares of common stock Shares until ___________.

Fair Market Value of the Property upon receipt by taxpayer: $___________.

Amount Paid for the Property: ____________.

Copies of this Election have been furnished to ________________ at LegacyTexas Financial Group, Inc.

A copy of this Election also shall be attached to my IRS Form 1040 for calendar year _____.

___________________		___________________________________________
Date		Signature

LEGACYTEXAS FINANCIAL GROUP, INC.

2017 OMNIBUS INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

PSA - NO. _______

Performance Shares are hereby awarded on _____________ (the "Grant Date") by LegacyTexas Financial Group, Inc., a Maryland corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. [ This award of Performance Shares is intended to be Qualified Performance-Based Compensation within the meaning of Section 162(m) of the Code and Article 11 of the Plan. ]

Each Performance Share earned under this Agreement will be equivalent in value to one share of the Company's common stock, par value $0.01 per share (the "Common Stock"), and will entitle the Grantee to receive from the Company at the times set forth in this Agreement one share of Common Stock, together with any dividend equivalents (as defined below) with respect thereto. Each Performance Share is subject to the terms and conditions set forth herein and in the Plan. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Plan.

1. Target Number of Performance Shares . The target number of Performance Shares granted to the Grantee under this Agreement shall be ________.

2. Performance Period, Vesting Date and Number of Performance Shares Available to be Earned . The number of Performance Shares earned and the Performance Period, vesting and payment dates thereof shall be determined in accordance with Exhibit A attached hereto, the provisions of which are incorporated into this Agreement as if set forth herein.

3. Dividend Equivalents . The Performance Shares will accumulate dividend equivalents. The dividend equivalents shall equal the dividends actually paid with respect to Company Common Stock during the period beginning with the Grant Date and ending on the date the Performance Shares are either earned or forfeited. The dividend equivalents shall accumulate, without interest, and be paid in cash at the time shares of Common Stock are paid with respect to any earned Performance Shares, or shall be forfeited at the time the Performance Shares are forfeited. For purposes of determining the amount of dividends accumulated and to be paid with respect any earned Performance Shares, the earned Performance Shares will be considered to have been outstanding from the Grant Date.

4. Effect of Certain Events . The effect of a Change in Control or of termination of the Grantee's employment upon the Award shall be determined as set forth in Exhibit A attached hereto.

5. Adjustments for Changes in Capitalization of the Company . In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split up, share combination or other change in the corporate structure of the Company affecting the shares of the Company's Common Stock, such adjustment shall be made in the number of Performance Shares and/or the number and class of shares of Common Stock payable with respect to the Performance Shares subject to this Agreement, as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights, provided that the number of Performance Shares and shares covered by this Agreement shall always be a whole number and the average closing price shall be rounded to the nearest whole cent.

PSA-1

6. Delivery and Registration of Shares of Common Stock . The Company's obligation to deliver the Common Stock payable with respect to the Performance Shares earned hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state or local securities regulation. It may be provided that any representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities regulation. The Company shall not be required to deliver any shares of Common Stock under the Plan prior to (i) the admission of such shares to listing on any stock exchange or automated quotation system on which the shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

7. Grantee Employment . Nothing in this Agreement shall limit the right of the Company or any Subsidiary to terminate the Grantee's employment, or otherwise impose upon the Company or any Subsidiary any obligation to employ or accept the services of the Grantee.

8. Withholding Tax . The Company shall withhold from any payment or distribution made under this Agreement shares of Common Stock with a Fair Market Value sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld. The Company shall have the right to deduct from all dividend equivalents paid the amount of any taxes which the Company is required to withhold at the time such amounts are paid to the Grantee.

9. Regulatory, Recoupment and Holding Period Requirements . The Grantee acknowledges and agrees that this Award and the Grantee's receipt of any shares of Common Stock hereunder is subject to (a) the provisions of Section 19.3 of the Plan, including possible reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements, upon the occurrence of events set forth in Section 19.3 of the Plan, and (b) any policies which the Company may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.

10. Non-solicitation .

(b) To the extent that any provision of this Section 10 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated. Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any period of time during which the Grantee is in violation of the provision(s).

PSA-2

(c) The Company's right to enforce the terms of this Section 10 shall not be affected by the existence or non-existence of any other similar agreement for anyone else, or by the Company's failure to fully enforce, or enforce at all, the terms of any other such agreement. The provisions of this Section 10 are in addition to and not in lieu of, and do not supersede, cancel or replace, (i) any agreement regarding non-solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the Grantee, or (ii) any provisions of an existing agreement regarding any such subjects. Likewise, this Agreement does not alter or amend the terms of any existing agreement between the Company and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement (or cancel the terms) of this Agreement. In case of any conflict between the terms of this Agreement and the terms of any such agreement concerning employment, the terms of that agreement shall not operate to cancel, supersede or preclude the enforcement of the terms of this Agreement. The terms of any other such agreement shall be construed and enforced without reference to this Agreement unless such agreement references this Agreement, specifically or generally.

11. Grantee Acceptance . The Grantee shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company. To the extent the terms of any employment, severance or other agreement to which the Grantee is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including the vesting rights contained in Exhibit A, the terms of this Agreement shall control.

12. Conformity with Plan . The grant of Performance Shares is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, the Grantee acknowledges his or her receipt of this Agreement and the Plan and agrees to be bound by all of the terms of this Agreement and the Plan.

13. Electronic Signature . All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement. The Grantee's electronic signature, including, without limitation, "click-through" acceptance of this Agreement through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, the Grantee's manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Agreement.

14. Entire Agreement . This Agreement, including Exhibit A hereto, and the terms of the Plan constitute the entire understanding between the Grantee and the Company, and supersede all other agreements, whether written or oral, with respect to this award of Performance Shares.

(Signatures contained on following page.)

PSA-3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as of the date first written above.

	LEGACYTEXAS FINANCIAL GROUP, INC. _________________________________________ [Name/Title]
	ACCEPTED BY GRANTEE : __________________________________________
	(Signature) __________________________________________ (Street Address)
	___________________________________________ (City, State, and Zip Code)

Beneficiary Designation:

The Grantee designates the following Beneficiary or Beneficiaries to receive the Earned Performance Shares upon the Grantee's death:

______________________________________________________________________________________

PSA-4

Exhibit A to Performance Share Award Agreement

References herein to "Agreement" shall mean the Performance Share Award Agreement, inclusive of this Exhibit A, and references to "Award" shall mean the Performance Award evidenced by the Agreement.

1. Company ROAA and Company ROAE-based Performance Measures

(a) Performance Measures and Performance Goal : The Performance Measures applicable to this Award are Company ROAA and Company ROAE (as each are defined below), and the Performance Goals are the relative Company ROAA and Company ROAE as compared to the Comparative Peer Group ROAA and Comparative Peer Group ROAE (as each are defined below) for the Performance Period, giving equal weight to each Performance Goal.

(b) Certification of Achievement Relative to Performance Goal : Following the end of the Performance Period, the Committee will certify the level of the Performance Goals achieved. Performance at or above the threshold level will result in all or a portion of the Performance Shares becoming earned ("Earned Performance Shares") as set forth below. Earned Performance Shares will vest as set forth below. Performance Shares will be forfeited and cancelled in full if the Company's performance during the Performance Period does not meet or exceed the threshold percentile rank of the applicable Performance Goal. To the extent the Earned Performance Shares are less than the target number of Performance Shares, such excess Performance Shares shall be forfeited and cancelled. The certification of the level of the Performance Goals achieved and the corresponding number of Earned Performance Shares shall be determined and certified by the Committee in writing following the last day of the Performance Period, and by no later than April 15 ^th in order to allow for companies in the KBW Index (defined below) to complete and report their own financials for the Performance Period, such date being referred to herein as the "Certification Date."

(c) Vesting Date for Earned Performance Shares : Subject to Section 5 of this Exhibit A, 100% of the Earned Performance Shares will vest on the Certification Date, provided that the Grantee is then serving as an employee of the Company or any Subsidiary.

(d) Payment of Shares for Earned and Vested Performance Shares : The Company will issue shares of Common Stock and pay dividend equivalents to the Grantee with respect to any Earned Performance Shares not later than 60 days following the Certification Date.

2. Additional Definitions

(a) Performance Period means the [ ] period commencing [ ] and ending [ ].

(b) Company ROAA means the average of the Company's core return on average assets over the Performance Period as measured by core (non-GAAP) net income, which is net income adjusted for the impact of merger and acquisition costs, and one-time gains and losses on assets and security sales ("Core Net Income"), divided by average total assets.

(c) Company ROAE means the average of the Company's core return on average shareholders' equity over the Performance Period as measured by Core Net Income divided by average total shareholders' equity.

(d) KBW Index means the companies contained in the KBW Nasdaq Regional Banking Index as of the end of the Performance Period.

(e) Comparative Peer Group ROAA means the average of the return on average assets for each of the companies in the KBW Index over the Performance Period as calculated by dividing the net income of each such company during the Performance Period by the average total assets of each such company during the Performance Period.

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(f) Comparative Peer Group ROAE means the average of the return on average shareholders' equity for each of the companies in the KBW Index over the Performance Period as calculated by dividing net income of each such company during the Performance Period by the average total shareholders' equity of each such company during the Performance Period.

(g) Qualifying Termination means termination of employment due to death, Disability, involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to the Grantee, or an involuntary termination upon or after a Change in Control.

3. Calculation . For purposes of the Award and this Exhibit A, the number of Performance Shares earned will be calculated as follows (and in accordance with the provisions of Section 4 of this Exhibit A):

(a) First : Determine the Company ROAA and Company ROAE and determine the Comparative Peer Group ROAA and the Comparative Peer Group ROAE over the Performance Period.

(b) Second : Rank the Company ROAA and Comparative Peer Group ROAA percentages and the Company ROAE and Comparative Peer Group ROAE percentages determined in the first step from low to high (with the company having the lowest percentage being ranked number 1 in each category, the company with the second lowest percentage ranked number 2 in each category, and so on) and determine the Company's percentile rank based upon its position in the list by dividing the Company's position (minus 1) by the total number of companies (including the Company) in the Comparison Group (minus 1) and rounding the quotient to the nearest hundredth. For example, if the Company ROAA were ranked 35 and the Company ROAE were ranked 32 on the list out of 50 companies (including the Company), its percentile rank would be 69.39% (35-1/50-1) and 63.27% (32-1/50-1), respectively.

(c) Third : Plot the percentile rank for the Company ROAA and Company ROAE determined in Section 3(b) into the appropriate band in the left-hand column of the table below and determine the number of Performance Shares earned as a percent of target, which is the figure in the right-hand column of the applicable table below corresponding to that percentile rank. Use linear interpolation between points in the table below to determine the percentile rank and the corresponding percent of target Performance Shares earned if the Company's percentile rank is between 35% and 75% but not exactly one of the percentile ranks listed in the left-hand column. For example, if the Company ROAA and Company ROAE percentile ranks are 69.39% and 63.27%, then 138.78% and 126.54% of the target number of Performance Shares applicable to the Company ROAA and Company ROAE Performance Goals, respectively, would be earned.

Percentile Rank		% of Target Performance Shares Earned

(e) Fourth : Multiply fifty percent (50%) of the target number of Performance Shares awarded to the Grantee under this Agreement by the percent of target Performance Shares earned for each Performance Goal as calculated in Section 3(c) to determine the total number of Earned Performance Shares for each Performance Goal.

4. Rules . The following rules apply to the computation of the number of Performance Shares earned:

(a) Weighting of Performance Goals : The Performance Goals are weighted equally meaning that half of the target number of Performance Shares awarded to the Grantee will be attributable to each Performance Goal. If the threshold level of performance is not met for a particular Performance Goal, the portion of the target award related to that Performance Goal will not be earned.

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(b) Calculation of Performance Goals over the Performance Period : To determine the Company's percentile ranking over the Performance Period under Section 3(b) above, the Performance Goals will be calculated annually as of the last day of the Company's fiscal year (each a "Calculation Period"), with the sum of the annual results for each Performance Goal for the Calculation Periods then being divided by the number of years in the Performance Period.

(c) No Guaranteed Payout : The minimum number of Performance Shares which may be earned is zero and the maximum number of Performance Shares which may be earned is 150% of target. There is no minimum number of Performance Shares or other consideration that will be paid out, and no Performance Shares will be earned if the percentile rank with respect to each of the Performance Goals is less than the 35th percentile in the Performance Period. Notwithstanding anything to the contrary in this Agreement, the actual number of Earned Performance Shares may be reduced by the Committee in its sole and absolute discretion based on such factors as the Committee determines to be appropriate and/or advisable. However, it is the intention of the Committee that it will exercise such negative discretion only in extreme and unusual circumstances.

(d) Changes in Companies in the KBW Index : Companies shall be added and/or removed from the KBW Index as determined by the KBW Index administrator. A company that is added to the KBW Index before the end of a Calculation Period will be included in the computation of the Performance Goals for that Calculation Period. A company that is removed from the KBW Index before the end of a Calculation Period will not be included in the computation of the Performance Goals for that Calculation Period.

5. Effect of Certain Events . The following provisions will apply in the event of the termination of employment or the occurrence of a Change in Control prior to the end of the Performance Period and completion of the vesting period.

(a) Termination of Service Prior to a Change in Control .

(i) Termination Due to Qualifying Termination : In the event the Grantee's employment with the Company terminates due to the Grantee's Qualifying Termination prior to the Certification Date following the end of the Performance Period, this Award shall not terminate and Performance Shares may become earned and vested at the end of the Performance Period. The number of Performance Shares which shall become earned and vested shall be equal to the percentage of the target number of Performance Shares earned (as certified by the Committee following the end of the Performance Period, or if earlier, the date of a Change in Control) as if the Grantee's employment had not terminated, pro-rated based on the Grantee's number of months' service during the Performance Period; provided that the Common Stock and dividend equivalents underlying such Earned Performance Shares shall be distributed following the Performance Period at such time as distributions are made to others with respect to such Earned Performance Shares, subject to Section 19.4 of the Plan relating to compliance with Section 409A.

(ii) Termination for Any Reason Other Than Due to a Qualifying Termination : If the Grantee's employment is terminated for any reason other than a Qualifying Termination prior to the Certification Date following the end of the Performance Period, this Award shall terminate, all outstanding Performance Shares hereunder will be forfeited and cancelled, and no additional amounts shall become payable under this Award as of the date of such employment termination; provided, however, in the event of a termination of employment other than due to a Qualifying Termination or Cause, the Committee in its sole discretion may waive the foregoing automatic cancellation provision and payout on a pro rata basis as set forth in Section 5(a)(i) of this Exhibit A.

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(b) Effect of Change in Control . In the event of a Change in Control (as defined in the Plan) prior to the end of the Performance Period, the number of Performance Shares earned shall be calculated and certified by the Committee, and such Performance Shares shall become earned, vested and payable as follows.

(i) Earned Performance Shares: The Performance Shares subject to this Award shall be deemed earned to the extent to the extent, as determined by the Committee, to which the Performance Goals applicable to the Performance Shares have been met during the Performance Period up through and including the effective date of the Change in Control (using the latest available information prior to the date of the Change in Control). The Committee shall determine and certify the number of Earned Performance Shares in accordance with Section 3 of this Exhibit A. [ Alternative language for Performance Shares NOT intended as Qualified Performance Based Compensation within the meaning of 162(m) of the IRC - The Performance Shares subject to this Award shall be deemed earned to the extent of the greater of (i) the extent, as determined by the Committee, to which the Performance Goals applicable to the Performance Shares have been met during the Performance Period up through and including the effective date of the Change in Control (using the latest available information prior to the date of the Change in Control) or (ii) the target number of Performance Shares set forth in this Agreement. The Committee shall determine and certify the number of Earned Performance Shares in accordance with Section 3 of this Exhibit A. ]

(ii) Vesting of Performance Shares : The Common Stock and dividend equivalents underlying such Earned Performance Shares shall vest as of the end of the Performance Period and shall be distributed to the Grantee no later than [30] days following the end of the Performance Period. If the Grantee's employment terminates following the Change in Control in circumstances constituting a Qualifying Termination, all unvested Earned Performance Shares shall vest in full and the Common Stock and dividend equivalents underlying such Performance Shares shall, subject to Section 19.4 of the Plan relating to compliance with Section 409A, be distributed as promptly as practicable and in no event later than 30 days following such termination of employment.

LEGACYTEXAS FINANCIAL GROUP, INC.

2017 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

(Non-Employee Director Form)

RSA-D NO. _______

1. Share Award . The Company hereby awards to the Grantee ________ shares (the "Shares") of the common stock, par value $.01 per share ("Common Stock"), of the Company.

Subject to Section 3 of this Agreement, restrictions described above shall lapse, and the Shares will vest, per the following schedule:

[ ] of the Shares will vest on each of [ ] (each a "Scheduled Vesting Date"), provided that Grantee is then serving as a director [ , director emeritus or advisory director ] of the Company or any Subsidiary.

3. Termination of Service . If the Grantee's employment is terminated for any reason other than due to death, Disability, or a termination upon or after a Change in Control (each a "Qualifying Termination") prior to the vesting of the Shares, upon such termination of employment the unvested Shares shall be forfeited and returned to the Company; provided, however, that the Committee, in its sole discretion, may, in the event of a termination of employment other than due to a Qualifying Termination or Cause, provide for the lapsing of such restrictions upon such terms and provisions as it deems proper. If the Grantee's employment is terminated by reason of a Qualifying Termination, the Shares, if not previously vested, shall vest in full on the date of termination.

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7. Adjustments for Changes in Capitalization of the Company . In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split up, share combination or other change in the corporate structure of the Company affecting the shares of the Company's Common Stock, such adjustment shall be made in the number and class of shares subject to this Agreement, as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights, provided that the number of shares covered by this Agreement shall always be a whole number and the average closing price shall be rounded to the nearest whole cent.

8. Effect of Change in Control . A Change in Control shall not, by itself, result in acceleration of vesting of the Shares, except as provided in this Section 8.

An award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:

(a) The award has a value at least equal to the value of the Replaced Award;

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10. Grantee Employment . Nothing in this Agreement shall limit the right of the Company or any Subsidiary to terminate the Grantee's service or employment as a director, advisory director, director emeritus, officer or employee, or otherwise impose upon the Company or any Subsidiary any obligation to employ or accept the services of the Grantee.

13. Grantee Acceptance . The Grantee shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the space provided below and signing the attached stock power and returning a signed copy hereof and of the attached stock power to the Company. To the extent the terms of any employment, severance or other agreement to which the Grantee is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including the vesting rights contained in Sections 2 and 3, the terms of this Agreement shall control.

14. Conformity with Plan . The grant of Shares is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, Grantee acknowledges his or her receipt of this Agreement and the Plan and agrees to be bound by all of the terms of this Agreement and the Plan.

15. Electronic Signature . All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement. Grantee's electronic signature,

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including, without limitation, "click-through" acceptance of this Agreement through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, Grantee's manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Agreement.

16. Entire Agreement . This Agreement and the terms of the Plan constitute the entire understanding between the Grantee and the Company, and supersede all other agreements, whether written or oral, with respect to this award of Shares.

(Signatures contained on following page.)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

	LEGACYTEXAS FINANCIAL GROUP, INC. _________________________________________ [Name/Title]
	ACCEPTED BY GRANTEE : __________________________________________
	(Signature) __________________________________________ (Street Address)
	___________________________________________ (City, State, and Zip Code)

Beneficiary Designation:

The Grantee designates the following Beneficiary or Beneficiaries to receive the Shares upon the Grantee's death:

______________________________________________________________________________________

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STOCK POWER

	_____________________________________ Name of Grantee
Dated:
In the presence of:___________________________________

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83(b) ELECTION FORM

TO:	Internal Revenue Service Center
	[Address where the employee files his or her personal income tax return]

ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986

Name:	__________________________________________________________________
Address:	__________________________________________________________________
	__________________________________________________________________
	__________________________________________________________________

Social Security Number _____ - ____ - _____

Property with respect to which this Election is made: _________ shares of the common stock of LegacyTexas Financial Group, Inc.

Date of Grant or Transfer: _________________.

Taxable Year for which Election is made: Calendar Year _____.

Nature of the Restrictions to which the Property is Subject: a vesting schedule pursuant to which the taxpayer will not be vested in the shares of common stock Shares until ___________.

Fair Market Value of the Property upon receipt by taxpayer: $___________.

Amount Paid for the Property: ____________.

Copies of this Election have been furnished to ________________ at LegacyTexas Financial Group, Inc.

A copy of this Election also shall be attached to my IRS Form 1040 for calendar year _____.

___________________		___________________________________________
Date		Signature