Position:Senior Advisor, State Bank and Trust Company and State Bank Financial CorporationReporting to:Joe Evans, CEO, State Bank Financial CorporationBase Salary:$300,000.00.Performance Bonus and Stock Plan Participation:You will remain eligible for bonuses for services rendered in 2014 as previously approved by the Independent Directors Committee. As of the Effective Date, you will no longer participate in State Banks performance bonus or stock incentive plan(s).

I thank you for your years of service as the Chief Financial Officer of State Bank and Trust Company (the “Bank”) and State Bank Financial Corporation (the “Company”) (the Bank and the Company are collectively referred to as “State Bank”). In light of your resignation as Chief Financial Officer of State Bank, which resignation shall be effective as of January 1, 2015 (the “Effective Date”), this letter shall set forth the terms and conditions of your employment as of the Effective Date until your retirement from State Bank on September 30, 2015 (the “Retirement Date”). This letter shall: (1) as of the Effective Date, amend the applicable terms of the offer letter between you and the Bank dated May 18, 2011 (the “Offer Letter”); and (2) as of the Retirement Date, terminate the Separation Agreement between you and the Bank dated March 15, 2013 (the “Separation Agreement”), all as set forth below.

Except as provided in the following sentence, as of the Retirement Date, the Separation Agreement shall immediately terminate and be of no further force or effect, and you shall have no rights to any payments under the Separation Agreement whatsoever. Your obligations provided in Section 4(e) and (f) of the Separation Agreement regarding Non-Solicitation of Customers, Non-Solicitation of Employees and Bank Information, shall survive the termination of the Separation Agreement for a period of one (1) year following the Retirement Date.

For reference, I also wanted to note that pursuant to the terms of the Restricted Stock Agreements between you and the Company, entered into in connection with your outstanding unvested shares of restricted stock, said shares “shall become vested six (6) months following your retirement” (subject to the other terms and conditions of the Restricted Stock Agreements).

Tom, we again thank you for your years of service as the Chief Financial Officer of State Bank, congratulate you on your upcoming retirement, and we very much look forward to your continued time with us over the next few months.

Please acknowledge your acceptance of this offer letter by signing the attached acceptance and returning it to me. If you have questions, please contact me directly.