Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)
As previously reported, at the 2012 annual meeting, the shareholders of Federated National Holding Company (the "Company") approved the 2012 Stock Incentive Plan (the "2012 Plan"). The 2012 Plan enables the Company to continue to effectively attract and retain employees and directors through the grant of equity incentive awards, such as restricted stock, stock options, stock appreciation rights, dividend equivalent rights, unrestricted stock, restricted stock units, and performance shares. Pursuant to the 2012 Plan, a total of 1,000,000 shares of the Company's common stock is available for issuance pursuant to awards, subject to adjustment as provided in the 2012 Plan.

The Compensation Committee of the Company's Board of Directors is the administrator of the 2012 Plan and, in that regard, has approved the form of restricted stock agreement (the "Restricted Stock Agreement") attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference. In addition, on March 4, 2013, a total of 100,000 restricted shares were granted pursuant to the vesting requirements and other terms and conditions set forth in the related Restricted Stock Agreements. Of the total, 25,000 shares were granted to the Company's Chief Executive Officer and President and 15,000 shares were granted to the Company's Chief Financial Officer. An aggregate of 20,000 shares were granted to the Company's directors and the remaining 40,000 shares will be granted to other employees of the Company.

Item 9.01. Financial Statements and Exhibits

The following exhibit is filed with this Current Report on Form 8-K:

(d) Exhibits.

10.1 Form of Restricted Stock Agreement

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