Retention Incentive Award And Non-competition Agreement

Exhibit 10.1STATE NATIONAL BANCSHARES, INC.August 4, 2006Mr. Eddie Schulz
5412 76 th Street
Lubbock, Texas 79424Re: Retention Incentive Award & Non-Competition Agreement Dear Mr. Schulz: As you know, on June 12, 2006, State National Bancshares, Inc. (the " Company" ) entered into an Agreement and Plan of Merger By and Between Banco Bilbao Vizcaya Argentaria, S.A. and the Company (the " Merger Agreement" ) whereby a subsidiary of Banco Bilbao will be merged with and into the Company (the " Merger" ). We are pleased to inform you that you have been selected to participate in the Company' s executive retention and severance protection program, subject to the terms and conditions set forth below. Pursuant to the program, you will have an opportunity to earn either a retention bonus (" Retention Incentive" ) or a Severance Payment (" Severance Payment" ), as described below. You acknowledge that you have had and will continue to have a prominent role in the Company in and the development of goodwill of the Company and its subsidiaries, and that you have established and developed and will continue to establish and develop relations and contacts with the principal customers and suppliers of the Company and its subsidiaries in Texas and New Mexico, all of which constitute valuable goodwill of, and could be used by you to complete fairly with, the Company and its affiliates. Furthermore, in the course of your employment with the Company, you have obtained and will continue to obtain confidential and proprietary information and trade secrets concerning the business and operations of the Company and its affiliates that could be used to complete unfairly with the Company and its affiliates. Accordingly, you agree to comply with the covenants relating to non-competition, non-solicitation and non-disclosure contained in this letter agreement. RETENTION INCENTIVE AWARD OR SEVERANCE PAYMENTS ON A TERMINATION WITHOUT CAUSE Retention Incentive . In consideration of your continued employment with the Company and your execution and compliance with the non-competition, non-solicitation and non-disclosure restrictions below, you are eligible to receive a Retention Incentive payment equal to $75,000. In all cases, payment of the Retention Payments will be subject to your continued employment with the Company until the one-year anniversary of the closing of the Merger . Provided you remain so employed, your Retention Incentive payment will be made to you in one lump sum as soon as reasonably practicable following the one year anniversary of the closing. In the event of your employment with the Company terminates for any reason prior to the one year anniversary of the Merger, you will not be entitled to payment of any portion of the Retention Incentive. Severance Payment . In the event that your employment with the Company is terminated by the Company without Cause (as defined below) prior to the first anniversary of the closing of the Merger, you will be entitled to receive a Severance Payment in lieu of the Retention Incentive Payment equal to $75,000. Payment of the Severance Payment will be

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made in one lump sum within 30 days following your termination of employment. Such Severance Payment shall replace and supersede in its entirety any other severance plans, policies or programs maintained by the Company. In the event of your termination for any reason at any time after the one year period following the closing of the merger by the Company without Cause, you will not be entitled to any severance or other payment or benefit under this letter agreement. NON-COMPETITION, NON-SOLICITATION & NON-DISCLOSURE RESTRICTIONS During the period of your employment with the Company (the " Restriction Period" ), you shall not, d ...