STATE NATIONAL COMPANIES, INC. 2014 Long-Term INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

Name of Recipient:

Trace Ledbetter

Total Restricted Stock
Award:

Number of Shares equal to $150,000 divided by Fair Market Value of a Share on the Date of Grant

Vesting:

This Restricted Stock Award is subject to the time-based and performance-based conditions set forth in Exhibits A and B to this Award Agreement, which are incorporated herein by reference.  No Shares subject to this Restricted Stock Award shall be vested until the Committee certifies that the performance-based conditions set forth in Exhibit B have been attained.  The Committee cannot delegate this certification function.

Qualified
Performance-Based
Award:

X          Yes

             No

Date of Grant:

March 30, 2015

Effect of Termination
of Service because of:

(a) Death or Disability:

50% of the unvested Shares subject to this Restricted Stock Award shall vest as of the date of Termination of Service, and the remainder of the unvested Shares shall be forfeited.

(b) Termination for
Cause or Resignation
without Good Reason:

All unvested Shares subject to this Restricted Stock Award shall be forfeited as of the date of Termination of Service and any rights the Recipient had to such Shares become null and void.

(c) Other Reasons:

All unvested Shares subject to this Restricted Stock Award shall be forfeited as of the date of Termination of Service and any rights the Recipient had to such Shares become null and void; provided, however, that no forfeiture shall occur with respect to Shares associated with a Performance Period if the Termination of Service occurs after the end of the Performance Period unless the Termination of Service is on account of termination by the Company for Cause or resignation by the Recipient without Good Reason.

Change of Control:

In the event of a Change of Control prior to the end of a Performance Period and the successor to the Company continues or assumes the Awards associated with that Performance Period, such Awards shall

continue in accordance with their terms.  If the successor to the Company does not continue or assume the Awards associated with a Performance Period, then 50% of the Shares associated with that Performance Period shall vest as of the Change of Control, and the remainder of the unvested Shares shall be forfeited.

Voting:

The Recipient is entitled to direct the Trustee (as hereinafter defined) as to the voting of Shares subject to this Restricted Stock Award that have been granted, but have not yet vested.

Non-Transferability:

The Recipient shall not sell, transfer, assign, pledge or otherwise encumber Shares subject to this Restricted Stock Award until full vesting of such Shares has occurred.  The period of time between the Date of Grant and the date Shares subject to this Award Agreement become vested is referred to herein as the “Restricted Period”.  All certificates representing Shares subject to this Award Agreement shall have endorsed thereon the following legend:  “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the State National Companies, Inc. 2014 Long-Term Incentive Plan and an agreement entered into between the registered owner and State National Companies, Inc.  A copy of such plan and agreement is on file at the principal office of State National Companies, Inc.”

Unless determined otherwise by the Committee and except in the event of the Recipient’s death or pursuant to a qualified domestic relations order as defined by the Code, this Restricted Stock Award is not transferable and may be earned only in the Recipient’s lifetime.  Upon the death of the Recipient, this Restricted Stock Award is transferable to the beneficiary or beneficiaries designated by the Recipient in writing (subject to such requirements as the Committee may specify in its discretion) to receive, in the event of death, any Award to which the Recipient would be entitled pursuant to the State National Companies, Inc. 2014 Long-Term Incentive Plan (the “Plan”) under this Restricted Stock Award Agreement.  If no beneficiary is designated, this Restricted Stock Award shall transfer by will or the laws of descent and distribution.  The terms of the Plan and this Restricted Stock Award Agreement shall be binding upon the beneficiaries, executors, administrators, heirs, successors and assigns of the Recipient.

Distribution:

The certificate or certificates evidencing Shares subject to this Restricted Stock Award shall be delivered to and deposited with a trustee or with the Secretary of the Company as escrow agent in this transaction (either referred to herein as the “Trustee”).  Such certificates are to be held by the Trustee until termination of the

Restricted Period.  Shares of Common Stock, plus any dividends on such Shares, will be distributed as soon as practicable upon termination of the Restricted Period.  Notwithstanding the foregoing, if the Recipient makes an election under Section 83(b) of the Code to have the Shares subject to this Restricted Stock Award taxed as of the Date of Grant, dividends on such Shares will be paid to the Recipient when and as declared.

STATE NATIONAL COMPANIES, INC.

By:

/s/ Terry Ledbetter

Terry Ledbetter

President and Chief Executive Officer

RECIPIENT

/s/ Trace Ledbetter

Trace Ledbetter