EXHIBIT 10.11
NON-QUALIFIED STOCK OPTION AGREEMENT
AMENDMENT No. 1
THIS AMENDMENT, made this ____ day of _________, 199___, by
and between Meridian Insurance Group, Inc. (hereinafter
called the "Corporation") and ________________ (hereinafter
called the "Employee"), amends and becomes a part of the Non-
Qualified Stock Option Agreement entered into by the parties
on __________, 199___.
WHEREAS, the Corporation believes that the Employee has made
valuable contributions to the productivity and profitability
of the Corporation; and
WHEREAS, the Corporation desires to encourage the Employee
to continue to make such contributions and not to seek or
accept employment elsewhere; and
WHEREAS, the Corporation desires to assure the Employee of
certain benefits in case of any termination of his
employment with the Corporation subsequent to any Change in
Control of the Corporation (as that term is hereinafter
defined);
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants herein contained and the mutual benefits
herein provided, the Corporation and the Employee hereby
agree as follows:
1. Full vesting of the Option granted by this
Agreement shall occur as of the date first written above.
2. Except as modified by this Amendment, all terms and
conditions of the Non-Qualified Stock Option Agreement
signed by both the Employee and the Corporation shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment
to be executed and delivered as of the day and year first
above written.
MERIDIAN INSURANCE GROUP, INC.
("Corporation")
By ____________________________
_______________________________
("Employee")
