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EXHIBIT 4.5
AMERICAN INDEMNITY FINANCIAL CORPORATION
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
Under the terms and conditions of the 1997 Non-Employee
Director Stock Option Plan (the "Plan"), of American Indemnity Financial
Corporation (the "Company"), a copy of which is attached and incorporated in
this Agreement by reference, the Company grants to
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(the "Optionee") the option to purchase shares of the Company's
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Common Stock, $3.33 1/3 par value, at the price of $ per share,
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subject to adjustment as provided in the Plan.
This option shall be for a term commencing on this date and
ending , , unless this Option is terminated sooner by reason
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of your termination of employment, as provided in Section 11 in the Plan.
[Upon the expiration of six months from the date hereof, this
option shall be exercisable by the Optionee at any time during the term
hereof.] [This option shall be exercisable at the rate and in the following
manner:]
This option is an non-incentive stock option which is not
governed by Section 422 of the Internal Revenue Code of 1986, as amended.
The Optionee in accepting this Option accepts and agrees to be
bound by all the terms and conditions of the Plan.
Granted the day of , 19 .
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AMERICAN INDEMNITY FINANCIAL CORPORATION
By
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ACCEPTED:
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Optionee
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Date
