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0000950152-05-004455 Sample Contracts

Contract
Restricted Stock Award Agreement • May 13th, 2005 • Procentury Corp • Fire, marine & casualty insurance

No Stock or other security shall be delivered, and no option or other right to acquire any stock or other security shall be exercisable, pursuant to this Award except upon effective registration under the Securities Act of 1933 as amended and the securities laws of each applicable state or other jurisdiction or upon acceptance by the Company of an opinion of counsel in such form and by such counsel as satisfactory to counsel for the Company that such registration is not required.

Standard Contracts

Contract
Stock Option Award Agreement • May 13th, 2005 • Procentury Corp • Fire, marine & casualty insurance

No Stock or other security shall be delivered, and no option or other right to acquire any stock or other security shall be exercisable, pursuant to this Award except upon effective registration under the Securities Act of 1933 as amended and the securities laws of each applicable state or other jurisdiction or upon acceptance by the Company of an opinion of counsel in such form and by such counsel as satisfactory to counsel for the Company that such registration is not required.