Exhibit
4.5


 


STATE NATIONAL
BANCSHARES, INC.


 


AMENDMENTS TO DIRECTOR
FEE STOCK PLAN


 


December 30, 2005


 


On December 30, 2005, the Board of Directors of State National
Bancshares, Inc., a Texas corporation (the “Corporation”),
adopted the following amendments to the Corporation’s Director Fee Stock Plan
dated July 13, 1999 (the “Director Plan”).


 


1.             Section 1.08 of the
Director Plan is amended to read in its entirety as follows:


 


“1.08        “Fair Market Value”
of the Common Stock shall mean:


 


(a)           If the Common Stock is listed or admitted
to unlisted trading privileges on any national or regional securities exchange
or sales prices for such shares in the over-the-counter market are reported by
the National Association of Securities Dealers, Inc. Automated Quotations, Inc.
(“NASDAQ”) National Market System at the
date of determining the Fair Market Value, the weighted average of the means
between the highest and lowest sales on the date in question and the nine
trading days preceding the date in question; or


 


(b)           If the Common Stock is not listed or
admitted to unlisted trading privileges as provided in Section 1.08(a) and
sales prices for such shares shall not be reported by the NASDAQ National
Market System as provided in Section 1.08(a), and bid and asked prices therefor
in the over-the-counter market shall be reported by NASDAQ (or, if not so
reported, by the National Quotation Bureau Incorporated) at the date of
determining the Fair Market Value, the weighted average of the means between
the bid and asked prices on date in question and the nine trading days
preceding the date in question; and


 


(c)           If the Common Stock is not listed or
admitted to unlisted trading privileges as provided in Section 1.08(a) and
sales prices or bid and asked prices for such shares is not reported by NASDAQ
(or the National Quotation Bureau Incorporated) as provided in Section 1.08(a)
or Section 1.08(b) at the date of determining the Fair Market Value, the value
determined in good faith by the Board of Directors.”


 


2.             Section 3.03 of the Director
Plan is amended to read in its entirety as follows:


 


“3.03       Deemed Election.  Should an election form not be returned to
the Administrative Committee on time, the election made in the previous year
will be deemed to be the election made for the year in which no timely election
was made.”


 


3.             Section 4 of the
Director Plan is amended to read in its entirety as follows:


 


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“SECTION 4:  PAYMENT OF DIRECTOR FEES


 


4.01         Payment of Fees.  Should a Director elect to receive his or her
Director Fees in cash, payment shall be made monthly.  Should a Director elect to receive his or her
Director Fees in Common Stock, the shares of Common Stock shall be issued
annually each January for fees payable for the immediately preceding calendar
year.


 


4.02         Fractional Shares.  There shall be no fractional shares of Common
Stock issued.  Upon calculation, pursuant
to Section 4.03, of the number of shares to which a Director shall be entitled,
if a fractional amount of shares result, cash in lieu of such fractional shares
shall be paid to the Director.


 


4.03         Calculation of Number of Shares
Issued.  The number of shares to be
issued shall be calculated by dividing the amount of the Director Fees payable
for such year by the Fair Market Value of the Common Stock on the last trading
day of the year preceding the year for which the Director Fees are being paid.”


 


4.             The first paragraph
of Section 5.01 of the Director Plan is amended to read in its entirety as
follows:


 


“5.01       Restriction Legends. 
Common Stock certificates, when issued, may have the following legend,
or statements or other applicable restrictions, endorsed on them, and may not
be immediately transferable:”


 


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