RESTRICTED STOCK AGREEMENT STATE BANK FINANCIAL CORPORATION 2011 OMNIBUS EQUITY COMPENSATION PLAN GRANTEE: [NAME] NO. OF SHARES: 9,000 GRANT DATE: SEPTEMBER 1, 2011

Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of this Agreement.

(c)                                  Upon vesting, an Award Share shall be transferred to you without restrictions on further transfer in accordance with Section 5.

5.                                       Stock Certificates.  You will be reflected as the owner of record of the Award Shares as of the Grant Date on the Company’s books.  The Company, or its transfer agent, will hold the share certificates for safekeeping, or otherwise retain the Award Shares in uncertificated book entry form, until all the Award Shares become vested or have otherwise been forfeited in accordance with Section 3.  Once all of the Award Shares have vested or have otherwise been forfeited in accordance with Section 3, the Company, or its transfer agent, will deliver a stock certificate to you for the outstanding vested Award Shares.  Until the Award Shares become vested, any share certificates representing such shares will include a legend to the effect that you may not sell, assign, transfer, pledge, or hypothecate the Award Shares pursuant to this Agreement and the Plan.  At the execution of this Agreement, you shall deliver to the Company a stock power, endorsed in blank, with respect to any Award Shares that may be forfeited pursuant to this Agreement.

6.                                       Taxes: Election and Withholding.

(a)  You hereby agree to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with the grant or vesting of the Award Shares.  You may elect, or the Company shall have the right, to deduct from any compensation or any other payment of any kind (including withholding the issuance of shares of Stock) due you the amount of any federal, state, local or foreign taxes required by law to be withheld as a result of the grant or vesting of the Award Shares in whole or in part; provided, however, that the value of the shares of Stock withheld may not exceed the statutory minimum withholding amount required by law.  The Company may report any income to the Internal Revenue Service and any other applicable governmental entity, even if you refuse to make any tax or withholding payments.  The value of Award Shares deducted is based on the Fair Market Value of the shares of Stock on the applicable date of vesting.

(b)  You hereby acknowledge that you have been advised by the Company to seek independent tax advice from your own advisors regarding the availability and advisability of making an election under Section 83(b) of the Code, and that any such election, if made, must be made within 30 days of the Grant Date.  If you make an election under 83(b) of the Code, you agree to promptly deliver a copy of such election to the Company.  You expressly acknowledge that you are solely responsible for filing any such Section 83(b) election with the appropriate governmental authorities, irrespective of the fact that such election is also delivered to the Company.  You may not rely on the Company or any of its officers, directors or employees for tax or legal advice regarding this award.

(c)  You hereby agree that any Award Shares and any acceleration of vesting of Award Shares are subject to inclusion in “Total Payments” under Section 3.3.3 of your Employment Agreement with the Company (including any Affiliate), which is incorporated herein by this reference.

7.                                       Adjustments for Corporate Transactions and Other Events.

(a)                                  Stock Dividend, Stock Split, Reverse Stock Split and Other Changes.  Upon a stock dividend of, or stock split or reverse stock split affecting, the Stock, the number of unvested Award Shares shall, without further action of the Committee or Administrative Agent, be adjusted to reflect such event.  The Award Shares shall be adjusted for other changes in the number or kind of outstanding Stock by the Committee in accordance with Sections 4 and/or 12 of the Plan.  The Administrative Agent may

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make adjustments, in its discretion, to address the treatment of fractional shares with respect to the Award Shares as a result of the stock dividend, stock split or reverse stock split.  Adjustments under this Section 7 will be made by the Committee, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive.  No fractional Award Shares will result from any such adjustments.

(b)                                 Binding Nature of Agreement.  The terms and conditions of this Agreement shall apply with equal force to any additional and/or substitute securities received by you in exchange for, or by virtue of your ownership of, the Award Shares, whether as a result of any spin-off, stock split-up, stock dividend, stock distribution, other reclassification of the Stock of the Company, or similar event, except as otherwise determined by the Committee.  If the Award Shares are converted into or exchanged for, or shareholders of the Company receive by reason of any distribution in total or partial liquidation or pursuant to any merger of the Company or acquisition of its assets, securities of another entity, or other property (including cash), then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor, and this Agreement shall apply to the securities or other property received upon such conversion, exchange or distribution in the same manner and to the same extent as the Award Shares and such securities or other property shall be considered “Award Shares” for all purposes under this Agreement.

(c)                                  Required Forfeitures and Clawbacks.  Each Award Share is conditioned on your forfeiting, waiving, or repaying to the Company any amount or Award Share as may be required in compliance with Section 304 of the Sarbanes-Oxley Act, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the Company’s clawback compliance policy as in effect from time to time and as directed by the Committee.  You agree to execute any documents to effect any required forfeiture, waiver or clawback.  You agree to assign any Award Shares to the Company or pay any cash amount in lieu thereof as may be required for such compliance.

(d)                                 Non-Guarantee of Employment or Service Relationship.  Nothing in the Plan or this Agreement shall alter your at-will or other employment status or other service relationship with the Company, nor be construed as a contract of employment or service relationship between the Company and you, or as a contractual right of you to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge you at any time with or without cause or notice and whether or not such discharge results in the forfeiture of any Award Shares or any other adverse effect on your interests under the Plan.

(e)                                  Rights as Shareholder.  Except as otherwise provided in this Agreement with respect to the Award Shares which have not vested, you are entitled to all rights of a shareholder of the Company, including the right to vote the Award Shares (subject to any applicable Voting Agreement or similar arrangement to which you may be a party) and receive dividends and/or other distributions declared on the Award Shares.

(f)                                    The Company’s Rights.  The existence of the Award Shares shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

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(g)                                 Notices.  All notices and other communications made or given pursuant to this Agreement shall be in writing and shall be sufficiently made or given if hand delivered, mailed by certified mail, transmitted by facsimile or email, addressed to you at the address contained in the records of the Company, or addressed to the Administrative Agent, care of the Company for the attention of its Corporate Secretary at its principal executive office.

(h)                                 Entire Agreement.  This Agreement, together with the Plan, contains the entire agreement between the parties with respect to the Award Shares granted hereunder.  Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Award Shares granted hereunder shall be void and ineffective for all purposes.

(i)                                     Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(j)                                     Amendment.  This Agreement may be amended from time to time by the Committee in its discretion; provided, however, that this Agreement may not be modified in a manner that would have an adverse effect on the Award Shares as determined in the discretion of the Committee, except as provided in the Plan or in a written document signed by each of the parties hereto.

(k)                                  Conformity with Plan.  This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan.  Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of this Agreement.  A copy of the Plan has been provided to you.