PROASSURANCE CORPORATION
 
                           2004 EQUITY INCENTIVE PLAN
 
     1. PURPOSE.  The purpose of the ProAssurance Corporation 2004 Equity
Incentive Plan is to further the long-term growth in profitability of
ProAssurance Corporation (the "Company") by offering proprietary interests in
the Company to those key officers, employees, consultants and directors who will
be largely responsible for such growth, and to enhance the Company's ability to
retain such persons through long-term incentive compensation in the form of
proprietary interests in the Company.
 
     2. DEFINITIONS
 
     "Award" shall mean any grant or award under the Plan.
 
     "Award Period" shall mean the period of one or more calendar years fixed by
the Committee with respect to all Performance Share Awards with the same Date of
Grant (but no more than five years) commencing with each Date of Grant, except
that the Award Period for a recently hired employee may be for such lesser
period as determined by the Committee.
 
     "Board" shall mean the Board of Directors of the Company.
 
     "Cause" shall mean (i) the Participant has been convicted in a federal or
state court of a crime classified as a felony; (ii) action or inaction by the
Participant (A) that constitutes embezzlement, theft, misappropriation or
conversion of assets of the Company or a Subsidiary which, alone or together
with related actions or inactions, involve assets of more than a de minimis
amount, or that constitutes fraud, gross malfeasance of duty, or grossly
inappropriate conduct; and (B) such action or inaction has adversely affected or
is likely to adversely affect the business of the Company or a Subsidiary or has
resulted or is intended to result in direct or indirect gain or personal
enrichment of the Participant to the detriment of the Company and its
Subsidiaries; or (iii) the Participant has been grossly inattentive to, or in a
grossly negligent manner failed to competently perform, Participant's job
duties.
 
     "Change in Control" shall mean the occurrence of any of the following
events: (i) the consummation of any consolidation, merger or similar transaction
or purchase of securities of the Company pursuant to which (x) the members of
the Board immediately prior to such transaction do not, immediately after the
transaction, constitute a majority of the Board of Directors of the surviving
entity or (y) the stockholders of the Company immediately preceding the
transaction do not, immediately after the transaction, own at least 50.1% of the
combined voting power of the outstanding securities of the surviving entity,
(ii) any sale, lease, exchange or other transfer (in one transaction or a series
of related transactions) of all or substantially all of the assets of the
Company and its Subsidiaries, such that the Company and its Subsidiaries cease
to function on a going-forward basis as an insurance company holding system, or
(iii) any other event or transaction that is declared by resolution of the Board
to constitute a Change in Control for purposes of the Plan.
 
     "Change in Control Price" shall mean the greater of (i) the price of a
Share of Common Stock immediately preceding any transaction resulting in a
Change in Control or (ii) the highest price of a Share of Common Stock offered
in conjunction with any transaction resulting in a Change in Control (as
determined in good faith by the Committee if any part of the offered price is
payable other than in cash), except that, in the case of Incentive Stock Options
and Stock Appreciation Rights relating to Incentive Stock Options, such price
shall be the Fair Market Value on the date on which the cash payment described
in Section 11(a) occurs.
 
     "Code" shall mean the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.
 
     "Committee" shall mean the Compensation Committee of the Board (or such
other committee of the Board that the Board shall designate from time to time)
or any subcommittee thereof comprised of two or more directors each of whom
shall meet the independence requirements of the New York Stock Exchange
 
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and shall be an "outside director" within the meaning of Section 162(m) of the
Code and a "non-employee director" within the meaning of Rule 16b-3, as
promulgated under Section 16 of the Exchange Act.
 
     "Common Stock" shall mean the common stock, par value $0.01 per share, of
the Company.
 
     "Company" shall mean ProAssurance Corporation, a Delaware corporation.
 
     "Consultant" shall mean any natural person engaged by the Company to
provide services as a consultant or advisor, if such consultant or advisor
provides bona fide services to the Company that are not in connection with the
offer or sale of securities in a capital-raising transaction and do not directly
or indirectly promote or maintain a market for the Company's securities.
 
     "Date of Grant" with respect to a Performance Share Award shall mean as of
January 1 of the year in which such Award is made.
 
     "Director" shall mean a person who is elected and is currently serving in
the following capacities: (i) as a member of the Board of Directors of the
Company or a Subsidiary; or (ii) as a member of an advisory committee to the
Board of Directors of the Company or a Subsidiary [inclusion of advisory
directors may make the plan not eligible for registration on Form S-8].
 
     "Disability" shall mean a serious injury or illness that requires the
Participant to be under the regular care of a licensed medical physician and
renders the Participant incapable of performing the essential functions of the
Participant's position for 12 months as determined by the Board of Directors of
the Company in good faith and upon receipt of and in reliance on competent
medical advice from one or more individuals selected by the Board of Directors,
who are qualified to give professional medical advice.
 
     "Employee" shall mean any natural person (including any officer) employed
by the Company or a Subsidiary in a continuous and regular salaried employment
relationship, which shall include (unless the Committee otherwise determines)
periods of vacation, approved leaves of absence, and any salary continuation or
severance pay period.
 
     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
 
     "Fair Market Value" of the Common Stock shall mean the average of the daily
closing prices for a Share for the five trading days prior to the applicable
date on the Composite Tape for New York Stock Exchange -- Listed Stocks, or, if
the Common Stock is not listed on such Exchange, on the principal United States
securities exchange registered under the Exchange Act on which the Common Stock
is listed, or, if the Common Stock is not listed on any such exchange, the
average of the daily closing bid quotations with respect to a Share for such
five trading days on the National Association of Securities Dealers, Inc.,
Automated Quotations System or any system then in use; provided that the Fair
Market Value of a Share on the date of grant of an Incentive Stock Option or a
Stock Appreciation Right granted in tandem with an Incentive Stock Option shall
be the closing price of a Share, as reported for such day on a national
exchange, or the mean between the closing bid and asked prices for a Share on
such date, as reported on a nationally recognized system of price quotation, and
if there are no Share transactions reported on such exchange or system on such
date, Fair Market Value shall mean the closing price on the immediately
preceding date on which Share transactions were so reported.
 
     "Freestanding SAR" means an SAR that is granted independently of any
Options as described in Section 8 herein.
 
     "Incentive Stock Option" shall mean an Option which is intended to meet the
requirements of Section 422 of the Code.
 
     "Interim Period" shall mean a period of calendar years chosen by the
Committee commencing with any Date of Grant, which period is less than the Award
Period commencing on the Date of Grant.
 
     "Nonstatutory Stock Option" shall mean an Option which is not intended to
be an Incentive Stock Option.
 
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     "Normal Retirement" shall mean retirement at or after the earliest age at
which the Participant may retire and receive a retirement benefit without
penalty under any qualified retirement plan maintained by the Company or any of
its Subsidiaries in which such Participant participates.
 
     "Option" shall mean the right to purchase the number of shares of Common
Stock specified by the Committee, at a price and for the term fixed by the
Committee granted in accordance with Section 7 hereof and subject to any other
limitations and restrictions imposed by the Plan or the Committee.
 
     "Other Stock-Based Awards" shall mean an Award granted under Section 10
hereof.
 
     "Participant" shall mean an Employee, Consultant or Director who is
selected by the Committee to receive an Award under the Plan as herein provided.
 
     "Performance Share" shall mean the equivalent of one share of Common Stock
granted under Section 6 which becomes vested and nonforfeitable upon the
attainment, in whole or in part, of performance objectives determined by the
Committee.
 
     "Plan" shall mean the ProAssurance Corporation 2004 Equity Incentive Plan
as set forth herein and as may be amended from time to time.
 
     "Restricted Period" shall mean the period during which the transfer of
Restricted Stock or Restricted Units is limited in some way (based upon the
passage of time, the achievement of performance objectives, or the occurrence of
other events as determined by the Committee) and the Restricted Stock or
Restricted Units are subject to a substantial risk of forfeiture.
 
     "Restricted Stock" shall mean any Award of Common Stock granted under
Section 9 which becomes vested and nonforfeitable, in whole or in part, upon the
satisfaction of such conditions as shall be determined by the Committee.
 
     "Restricted Unit" shall mean any Award of a contractual right granted under
Section 9 to receive Common Stock (or, at the discretion of the Committee, cash
based on the Fair Market Value of a Share of the Common Stock) which becomes
vested and nonforfeitable, in whole or in part, upon the satisfaction of such
conditions as shall be determined by the Committee.
 
     "Section 16 Reporting Person" shall mean any person who is an officer or
director of the Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.
 
     "Section 162(m)" shall mean Code Section 162(m).
 
     "Shares" shall mean shares of the Common Stock of the Company, or such
other securities as may become subject to Awards pursuant to an adjustment
pursuant to Section 4(c) of the Plan.
 
     "Stock Appreciation Right" or "SAR" shall mean any Award of a contractual
right granted under Section 8 to receive cash, Common Stock or a combination
thereof.
 
     "Subsidiary" shall mean any corporation of which the Company possesses
directly or indirectly eighty percent (80%) or more of the total combined voting
power of all classes of stock of such corporation and any other business
organization, regardless of form, in which the Company possesses directly or
indirectly eighty percent (80%) or more of the total combined equity interests
in such organization.
 
     "Tandem SAR" means an SAR that is granted in connection with a related
Option pursuant to Section 8 herein, the exercise of which shall require
forfeiture of the right to purchase a Share under the related Option (and when a
Share is purchased under the related Option, the Tandem SAR shall be similarly
cancelled).
 
     "Termination" shall mean the end of a Participant's relationship with the
Company or a Subsidiary as an Employee, Consultant or Director if at such time
the Participant has no other relationship as an Employee, Consultant or Director
of the Company or a Subsidiary.
 
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     3. ADMINISTRATION OF THE PLAN
 
     The Plan shall be administered by the Committee which, subject to the
provisions of the Plan, shall have the authority to select the Participants in
the Plan, to determine the Awards to be made to each Participant selected to
participate in the Plan, and to determine the conditions subject to which Awards
will become payable under the Plan. The Committee shall select Participants, who
in the judgment of the Committee, have a [substantial] opportunity to influence
the long-term profitability of the Company.
 
     The Committee shall have full power to administer and interpret the Plan
and to adopt such rules and regulations consistent with the terms of the Plan as
the Committee deems necessary or advisable in order to carry out the provisions
of the Plan. Except as otherwise provided in the Plan, the Committee's
interpretation and construction of the Plan and its determination of any
conditions applicable to Awards or the granting of Awards to specific
Participants shall be conclusive and binding on all Participants.
 
     The Committee may employ such legal counsel, consultants and agents
(including counsel or agents who are employees of the Company or a Subsidiary)
as it may deem desirable for the administration of the Plan and may rely upon
any opinion received from any such counsel, consultant or agent and any
computation received from any such consultant or agent. All expenses incurred in
the administration of the Plan, including, without limitation, for the
engagement of any counsel, consultant or agent, shall be paid by the Company. No
member or former member of the Board or the Committee shall be liable for any
act, omission, interpretation, construction or determination made in connection
with the Plan other than as a result of such individual's willful misconduct.
 
     4. MAXIMUM AMOUNT OF SHARES AVAILABLE FOR AWARDS
 
     (a) Maximum Number of Shares.  The maximum number of Shares that may be
issued under the Plan shall be a total of 2,500,000 Shares. Notwithstanding the
foregoing, but subject to the provisions of Section 4(c), in no event shall any
Participant receive Awards in any calendar year for more than an aggregate of
250,000 Performance Shares, Stock Options, Stock Appreciation Rights, Restricted
Stock and Restricted Units.
 
     (b) Shares Available for Issuance.  Shares may be made available from the
authorized but unissued Shares of the Company or from Shares held in the
Company's treasury and not reserved for another purpose. If any Award is payable
solely in cash, no shares shall be deducted from the number of shares available
for issuance under Section 4(a) by reason of such Award except in the case of
the exercise of a Stock Appreciation Right. If any Award in respect of Shares is
canceled or forfeited for any reason without delivery of the Shares (with the
exception of the termination of a Tandem SAR upon exercise of the related Option
or the termination of the related Option upon exercise of the corresponding
Tandem SAR), the Shares subject to such Award shall thereafter again be
available for award pursuant to the Plan. Whenever Shares are received by the
Company in connection with the exercise of or payment for any Award granted
under the Plan, only the net number of shares actually issued shall be counted
against the limit in Section 4(a) hereof and the Shares not issued shall be
treated in the same manner as Shares subject to cancelled or forfeited Awards.
 
     (c) Adjustment for Corporate Transactions.  If the Committee shall
determine that any stock dividend, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock at a price substantially below fair market value, or other similar event
affects the Common Stock such that an adjustment is required to preserve, or to
prevent enlargement of, the benefits or potential benefits made available under
the Plan, then the Committee may, in such manner as the Committee may deem
equitable, adjust any or all of (i) the number and kind of Shares which
thereafter may be awarded or optioned and sold or made the subject of Awards
under the Plan, (ii) the number and kinds of Shares subject to outstanding
Options and other Awards and (iii) the grant, exercise, base or conversion price
with respect to any of the foregoing; provided that no adjustment shall be made
solely as a result of a decline in the Fair Market Value of the Common Stock.
Additionally, the Committee may make provisions for a cash payment to a
Participant or a person who has an outstanding Option or other Award. However,
the number of Shares subject to any Option or other Award shall always be a
whole number.
 
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     5. ELIGIBILITY AND PARTICIPATION
 
     (a) Eligibility.  Persons eligible to participate in this Plan include all
Employees, Consultants and Directors; provided that Directors and Consultants
shall not be eligible to receive Performance Shares under the Plan.
 
     (b) Participation.  Subject to the provisions of the Plan, the Committee
may, from time to time, select from all eligible Employees, Consultants and
Directors, Participants to whom Awards shall be granted and shall determine the
nature of such Awards.
 
     6. PERFORMANCE SHARES
 
     (a) Performance Share Awards.  After appropriate approval of the Plan by
the stockholders of the Company, and thereafter from time to time, the Committee
shall have the authority to grant Performance Share Awards to Employees.
Performance Shares shall be deemed to be received by an Employee as of the Date
of Grant in the year the related Performance Share Award is granted. Any
Employee may be granted more than one Performance Share Award under the Plan,
but no Employee may earn, in the aggregate, more than 50% of the Performance
Shares which are the subject of the Plan. An Award of Performance Shares
hereunder shall not be made unless such Award is in compliance with all
applicable law.
 
     No Participant shall be entitled to receive any dividends or dividend
equivalents on Performance Shares; with respect to any Performance Shares, no
Participant shall have any voting or any other rights of a Company stockholder;
and no Participant shall have any interest in or right to receive any Shares
prior to the time the Committee determines the form of payment of Performance
Shares pursuant to this Section 6.
 
     Payment of a Performance Share Award to any Participant shall be made in
accordance with this Section 6 and shall be subject to such conditions for
payment as the Committee may prescribe. The Committee may prescribe different
conditions for different Participants. Such conditions may be expressed in terms
of income per share, return on equity, economic value added, total return,
premiums or other revenues, or on other reasonable bases. The performance
objectives with respect to such Award shall be related to at least one of the
following criteria, which may be determined solely by reference to the
performance of the Company or a Subsidiary or a segment or based on comparative
performance relative to other companies: (i) income per share, (ii) return on
equity, (iii) economic value added, (iv) total return, (v) sales or revenues, or
(vi) other reasonable bases; provided that to the extent the Committee
determines that it is necessary to qualify compensation under Section 162(m),
the performance criteria shall be based on one or more of the criteria listed in
(i) through (v) above. The Committee may prescribe conditions such that payment
of an Award may be made with respect to a number of Shares that is greater than
the number of Performance Shares awarded. Except to the extent otherwise
expressly provided herein, the Committee may, at any time and from time to time,
change the performance objectives applicable with respect to any Performance
Shares to reflect such factors, including, without limitation, changes in a
Participant's duties or responsibilities, changes in business objectives (e.g.,
from corporate to subsidiary or segment performance or vice versa), or
nonrecurring or special changes in the situation or circumstances of the
Company, as the Committee shall deem necessary or appropriate. In making any
such adjustment, the Committee shall adjust the number of Performance Shares or
take other appropriate actions to prevent any enlargement or diminution of the
Participant's rights related to service rendered and performance attained prior
to the effective date of such adjustment.
 
     Each Performance Share Award shall be made in writing and shall set forth
the terms and conditions set by the Committee for payment of such Award
including, without limitation, the length of the Award Period and whether there
will be an Interim Period with respect to the Award and, if so, the length of
the Interim Period.
 
     (b) Payment of Performance Share Awards.  Each Participant who is granted a
Performance Share Award shall be entitled to payment of the Award as of the
close of the Award Period applicable to such Award, but only if and after the
Committee has determined that the conditions for payment of the Award set by the
Committee have been satisfied. At the time of grant of each Performance Share
Award, the Committee
 
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shall decide whether there will be an Interim Period. If the Committee
determines that there shall be an Interim Period for the Award to any
Participant, each such Participant granted a Performance Share Award with an
Interim Period shall be entitled to partial payment on account thereof as of the
close of the Interim Period, but only if and after the Committee has determined
that the conditions for partial payment of the Award set by the Committee have
been satisfied. Performance Shares paid to a Participant for an Interim Period
may be retained by the Participant and shall not be repaid to the Company,
notwithstanding that based on the conditions set for payment at the end of the
Award Period such Participant would not have been entitled to payment of some or
any of the Award. Any Performance Shares paid to a Participant for the Interim
Period during an Award Period shall be deducted from the Performance Shares to
which such Participant is entitled at the end of the Award Period.
 
     Unless otherwise directed by the Committee, payment of Performance Share
Awards shall be made, as promptly as possible, by the Company after the
determination by the Committee that payment has been earned. Unless otherwise
directed by the Committee, all payments of Performance Share Awards to
Participants shall be made partly in Shares and partly in cash, with the cash
portion being approximately equal to the amount of federal, state, and local
taxes which the Participant's employer is required to withhold on account of
such payment. The Committee, in its discretion, may provide for payment of cash
and distribution of Shares in such other proportions as the Committee deems
appropriate, except and provided that the Committee must pay in cash an amount
equal to the federal, state, and local taxes which the Participant's employer is
required to withhold on account of such payment. There shall be deducted from
the cash portion of all Performance Share Award payments all taxes to be
withheld with respect to such Awards.
 
     For payment of each Performance Share Award, the number of Shares to be
distributed to the Participant shall equal the Fair Market Value of the total
Performance Shares determined by the Committee to have been earned by the
Participant less the portion of the Award that was paid in cash, divided by the
Fair Market Value of a Performance Share. Unless otherwise provided in Sections
5(c), (d), (e) or (h) below, the Fair Market Value shall be determined on date
of payment of the Performance Share Award.
 
     (c) Death or Disability.  Upon Termination, prior to the close of an Award
Period, by reason of death or Disability of a Participant, payment of his or her
outstanding Performance Share Awards shall be made as promptly as possible after
death or the date of the determination of Disability, and the number of
Performance Shares for each Award to be paid shall be computed by (i)
determining the number of Performance Shares that would have been paid if the
subject Award Period had ended on the December 31 immediately preceding the date
of death or the date of determination of Disability (based on the conditions set
by the Committee for payment of Performance Share Awards for the subject Award
Period); (ii) multiplying the number determined pursuant to clause (i) by a
fraction, the numerator of which is the number of months during the subject
Award Period that the Participant was an active Employee, and the denominator of
which is the number of months in the Award Period; and (iii) reducing the
resulting product by any Performance Shares for which payment has been made with
respect to any Interim Period during such Award Period. For purposes of this
Section 5(c), the Fair Market Value of the Shares shall be determined as of the
date of death or the date of the determination of Disability. Except as provided
in Section 6(g), payments for Awards awarded in the year of Termination by
reason of death or Disability shall be paid at the same percentage as an Award
awarded in the year immediately preceding the year of death or Disability.
 
     (d) Retirement Prior to Close of Award Period.  Unless otherwise determined
by the Committee, upon Termination, prior to the close of an Award Period, by
reason of retirement on or after the Participant's Normal Retirement date or
prior to the Participant's Normal Retirement date if such retirement was at the
request of his or her employer, payment of the Participant's outstanding
Performance Share Awards will be made as promptly as possible after such
retirement and such payment shall be computed in the same manner as in Section
6(c), using the effective date of retirement in place of the date of death or
the date of determination of Disability.
 
     (e) Termination Under Certain Circumstances.  Upon Termination, prior to
the close of an Award Period, by reason of (i) retirement prior to the
Participant's Normal Retirement date and such retirement was at the request of
the Participant and approved by his or her employer, (ii) the divestiture by the
Company of
 
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one or more of its business segments or a significant portion of the assets of a
business segment, or (iii) a significant reduction by the Company in its
salaried work force, the determination of whether such Participant shall receive
payment of his or her outstanding Performance Share Awards shall be within the
exclusive discretion of the Committee. Payment, if any, of Performance Share
Awards to such Participant shall be made as promptly as possible after one of
the events described in the preceding sentence of this Section 6(e) occurs and
the amount of such payment shall be computed in the same manner as in Section
6(c), using the effective date that such event occurs in place of the date of
death or the date of determination of Disability.
 
     (f) Voluntary Termination or Discharge.  Upon Termination, prior to the
close of an Award Period and there is no payment due to the Participant under
Sections 6(c), (d), (e) or (h) or Section 11, all of such Participant's
outstanding Performance Shares shall forthwith and automatically be cancelled
and all rights of the former holder of such cancelled Performance Shares in
respect to such cancelled Performance Shares shall forthwith terminate.
 
     (g) Interpretation.  Any Plan provision to the contrary notwithstanding, if
any Award of Performance Shares is intended, at the time of grant, to be
"performance-based compensation" within the meaning of Section 162(m)(4)(C) of
the Code, to the extent required to so qualify any Award hereunder, the
Committee shall not be entitled to exercise any discretion otherwise authorized
under the Plan with respect to such Award if the ability to exercise such
discretion (as opposed to the exercise of such discretion) would cause such
Award to fail to qualify as performance-based compensation.
 
     (h) Payment Upon Plan Termination.  Payment of all Performance Share Awards
outstanding at the date of termination of the Plan shall be made as promptly as
possible after such date and payment of each such Award shall be computed in the
same manner as in Section 5(c), using the effective date of the termination of
the Plan in place of the date of death or the date of determination of
Disability.
 
     7. STOCK OPTIONS
 
     (a) Grant.  Subject to the provisions of the Plan, the Committee shall have
the authority to grant Options to Participants and to determine (i) the number
of shares to be covered by each Option, (ii) the exercise price therefor and
(iii) the conditions and limitations applicable to the exercise of the Option.
The Committee shall have the authority to grant Incentive Stock Options and
Nonqualified Stock Options; provided that Incentive Stock Options may not be
granted to any Participant who is not an Employee at the time of grant. In the
case of Incentive Stock Options, the terms and conditions of such grants shall
be subject to and comply with Section 422 of the Code.
 
     (b) Option Price.  The Committee shall establish the exercise price at the
time each Option is granted, which price shall not be less than 100% of the Fair
Market Value of a Share at the date of grant.
 
     (c) Exercise.  Each Option may be exercised at such times and subject to
such terms and conditions as the Committee may specify in the applicable Award
or thereafter; provided, however, that if the Committee does not establish a
different exercise schedule at or after the date of grant of an Option, such
Option shall become exercisable in five (5) equal installments on each of the
first five anniversaries of the date the Option is granted. The Committee may
impose such conditions with respect to the exercise of Options as it shall deem
appropriate, including, without limitation, any conditions relating to the
application of federal or state securities laws; provided that Options shall not
be exercisable after the expiration of ten years from the date of grant.
 
     An Option shall be exercised by (i) delivery to the Company at its
principal office a written notice of exercise with respect to a specified number
of Shares and (ii) payment to the Company at that office of the full amount of
the exercise price for such number of shares as herein provided.
 
     The exercise price is to be paid in full in cash upon the exercise of the
Option and the Company shall not be required to deliver the Shares purchased
until such payment has been made; provided, however, that in lieu of cash, all
or any portion of the exercise price may be paid by exchanging Shares owned by
the Optionee (which are not the subject of any pledge or security interest), or
by authorization to the Company to withhold Shares otherwise issuable upon
exercise of the Option, in each case to be credited against the exercise price
at
 
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the Fair Market Value of such Shares on the date of exercise (however, no
fractional shares may be so transferred, and the Company shall not be obligated
to make any cash payments in consideration of any excess of the aggregate Fair
Market Value of Shares transferred over the aggregate exercise price).
 
     In addition to and at the time of payment of the exercise price, the
optionee shall pay to the Company in cash the full amount of any federal, state,
and local income, employment, or other withholding taxes applicable to the
taxable income of such Optionee resulting from such exercise; provided, however,
that in the discretion of the Committee, all or any portion of such tax
obligations, together with additional taxes not exceeding the actual additional
taxes to be owed by the optionee as a result of such exercise, may, upon the
irrevocable election of the optionee, be paid by exchanging whole Shares duly
endorsed for transfer and owned by the optionee, or by authorization to the
Company to withhold Shares otherwise issuable upon exercise of the Option, in
either case in that number of shares having a Fair Market Value on the date of
exercise equal to the amount of such taxes thereby being paid.
 
     (d) Restrictions on Share Transferability.  The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Section 7 as it may deem advisable, including without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which the Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to the Shares.
 
     (e) Termination.  Unless the Committee shall otherwise determine at or
after the date of grant, an Option shall be exercisable following the
Termination of a Participant as an Employee, Consultant or Director only to the
extent provided in this Section 7(e). If Termination is due to the Participant's
(i) death, (ii) Disability, (iii) early retirement with the consent of the
Committee or (iv) Normal Retirement, the Participant (or, in the event of the
Termination due to the Participant's death or Disability, the Participant's
beneficiary or legal representative) may exercise any Option held by the
Participant at the time of such Termination, regardless of whether then
exercisable, for a period of one year in the case of Normal Retirement or early
retirement with consent and ninety (90) days in the case of death or Disability
(or such greater or lesser period as the Committee shall determine at or after
the date of grant), but in no event after the date the Option otherwise expires.
Upon the Termination of a Participant for Cause (or if, after Termination of the
Participant, the Committee determines that the Participant could have been
terminated for Cause had the Participant still been employed or has otherwise
engaged in conduct that is detrimental to the interests of the Company, as
determined by the Committee in its sole discretion), all Options held by the
Participant shall immediately terminate, regardless of whether then exercisable.
In the event of a Participant's Termination for any reason not described in the
preceding two sentences, the Participant (or, in the event of the Participant's
death or Disability, the Participant's beneficiary or legal representative) may
exercise any Option which was exercisable at the time of such Termination for
thirty (30) days (or such greater or lesser period as the Committee shall
specify at or after the date of grant) following the date of such Termination,
but in no event after the date the Option otherwise expires.
 
     (f) Nontransferability of Options.  No Incentive Stock Option granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, all Incentive Stock Options granted to a Participant under the Plan
shall be exercisable during his or her lifetime only by such Participant.
 
     No Nonqualified Stock Option granted under the Plan may be sold,
transferred, pledged, or assigned, or otherwise alienated or hypothecated by a
Participant, other than by will or by the laws of descent and distribution, and
except that the Committee, in its discretion, may provide that any stock option
agreement relating to any Nonqualified Stock Option (i) may be transferred by a
Participant to members of such Participant's immediate family, trusts for the
benefit of such family members and/or partnerships or limited liability
companies whose partners or members are such family members, but such
transferees may not transfer such Nonqualified Stock Options to third parties,
(ii) shall be subject to all other conditions and restrictions applicable to
Options granted under the Plan prior to such transfer and (iii) shall set forth
the restrictions on transfer described in (i) and (ii) above, as well as any
other restriction necessary to render the Options not subject to being
transferred in accordance with this Section 7(f) to be exempt pursuant to Rule
 
                                       C-8
<PAGE>
 
16b-3 of the Exchange Act; provided, however, that if Rule 16b-3, or any
comparable rule, as then in effect and applicable to the Company, were to
provide that transfers of the type described in (i), (ii) and (iii) above shall
result in the Nonqualified Stock Options or the Plan being disqualified from the
exception afforded by Rule 16b-3, then such transfers shall be prohibited under
the Plan.
 
     8. STOCK APPRECIATION RIGHTS.
 
     (a) Grant of Stock Appreciation Rights.  Subject to the provisions of the
Plan, the Committee may grant Stock Appreciation Rights to Participants at such
times and in such amounts and subject to such other terms and conditions not
inconsistent with the Plan as it shall determine. The Committee may grant
Freestanding SARS or Tandem SARS or any combination thereof. Tandem SARS may be
granted either at the same time the Option is granted or at a later time.
Freestanding SARS shall have a base price that is not less than 100% of the Fair
Market Value of a Share on Date of grant. Tandem SARS shall have a base price
equal to the option price of the Related Option.
 
     (b) Exercise of Stock Appreciation Rights.  A Stock Appreciation Right
shall entitle the Participant to receive from the Company an amount equal to the
excess of the Fair Market Value of a Share on the date of exercise of the Stock
Appreciation Right over the base price thereof. The Committee shall determine
the time or times at which, or the event or events (including, without
limitation, a Change in Control) upon which, a Stock Appreciation Right may be
exercised in whole or in part, the method of exercise and whether such Stock
Appreciation Right shall be settled in cash, Shares or a combination of cash and
Shares; provided, however, that Tandem SARS shall be exercisable only at the
same time or times as the related Option is exercisable upon surrender of the
right to exercise the equivalent number of Shares subject to the related Option.
Unless the Committee shall establish a different exercise schedule at or after
the date of grant, Freestanding SARS shall become exercisable in five (5) equal
installments on each of the first five (5) anniversaries of the date of grant.
Stock Appreciation Rights shall not be exercisable after the expiration of ten
years from the date of grant.
 
     (c) Termination.  Unless the Committee shall otherwise determine at or
after the date of grant, a Stock Appreciation Right shall be exercisable
following the Termination of a Participant only to the extent provided in this
Section 8(c). Upon Termination due to the Participant's (i) death, (ii)
Disability, (iii) early retirement with the consent of the Committee or (iv)
Normal Retirement, the Participant (or, in the event of the Participant's death
or Disability prior to Termination or during the period during which a Stock
Appreciation Right is exercisable under this sentence, the Participant's
beneficiary or legal representative) may exercise any Stock Appreciation Right
held by the Participant at the time of such Termination, regardless of whether
then exercisable, for a period of one year in the case of Normal Retirement or
early retirement with consent and ninety (90) days in the case of death or
Disability (or such greater or lesser period as the Committee shall determine at
or after the date of grant), but in no event after the date the Stock
Appreciation Right otherwise expires. Upon Termination for Cause (or if, after
the Participant's Termination, the Committee determines that the Participant
could have been terminated for Cause had the Participant still been employed or
has otherwise engaged in conduct that is detrimental to the interests of the
Company, as determined by the Committee in its sole discretion), all Stock
Appreciation Rights held by the Participant shall immediately terminate,
regardless of whether then exercisable. In the event of Termination for any
reason not described in the preceding two sentences, the Participant (or, in the
event of the Participant's death or Disability during the period during which a
Stock Appreciation Right is exercisable under this sentence, the Participant's
beneficiary or legal representative) may exercise any Stock Appreciation Right
which was exercisable at the time of such Termination for thirty (30) days (or
such greater or lesser period as the Committee shall specify at or after the
date of grant of such Stock Appreciation Right) following the date of such
Termination, but in no event after the date the Stock Appreciation Right
otherwise expires.
 
     (d) Nontransferability of Stock Appreciation Rights.  Except as otherwise
determined by the Committee, no Stock Appreciation Right granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution,
except that the Committee, in its discretion, may provide in any Award Agreement
that a Stock Appreciation Right (i)may be transferred by a Participant to
members of such Participant's immediate family, trusts for the
 
                                       C-9
<PAGE>
 
benefit of such family members and/or partnerships or limited liability
companies whose partners or members are such family members, but such
transferees may not transfer such Stock Appreciation Rights to third parties,
(ii) shall be subject to all other conditions and restrictions applicable to
Stock Appreciation Rights granted under the Plan prior to such transfer and
(iii) shall set forth the restrictions on transfer described in (i) and (ii)
above, as well as any other restriction necessary to render the Stock
Appreciation Rights not being transferred pursuant to this Section 8(d) to be
exempt pursuant to Rule 16b-3 of the Exchange Act; provided, however, that if
Rule 16b-3 or any comparable rule, as then in effect and applicable to the
Company, were to provide that transfers of the type described in (i), (ii) and
(iii) above shall result in the Stock Appreciation Rights or the Plan being
disqualified from the exception afforded by Rule 16b-3, then such transfers
shall be prohibited under the Plan. Further, except as otherwise provided in a
Participant's Award Agreement, all Stock Appreciation Rights granted to a
Participant under the Plan shall be exercisable during his or her lifetime only
by such Participant.
 
     9. RESTRICTED STOCK AND RESTRICTED UNITS
 
     (a) Grant of Restricted Stock or Restricted Units.  Subject to the
provisions of the Plan, the Committee may grant on Restricted Stock or
Restricted Units to Participants at such times and in such amounts, and subject
to such other terms and conditions not inconsistent with the Plan, as it shall
determine. Each grant of Restricted Stock or Restricted Units shall be evidenced
by an Award Agreement. Unless the Committee provides otherwise at or after the
date of grant, any shares of Restricted Stock so granted shall be held in the
custody of the Company, as provided in Section 9(d) until the Restricted Period
lapses, in certificated or book entry form until the Restricted Period lapses,
and, as a condition to the grant of any Award of shares of Restricted Stock, the
Participant shall have delivered to the Secretary of the Company a certificate
or stock power, endorsed in blank, relating to the Shares covered by such Award.
 
     (b) Termination.  Unless the Committee otherwise determines at or after the
date of grant, the rights of a Participant with respect to an award of
Restricted Stock or Restricted Units outstanding at the time of the
Participant's Termination shall be determined under this Section 9(b). Upon
Termination due to the Participant's (i) death, (ii) Disability, (iii) early
retirement with the consent of the Committee or (iv) Normal Retirement, any
restrictions on an Award of Restricted Stock or Restricted Units shall lapse.
Unless the Committee otherwise determines, any portion of any Restricted Stock
or Restricted Unit Award as to which the Restricted Period has not lapsed at the
date of a Participant's Termination for any reason not described in the
preceding sentence shall be forfeited as of such date.
 
     (c) Payment of Shares.  Payment for Restricted Stock shall be made by the
Company in Shares. Payment for Restricted Stock Units shall be made by the
Company in Shares, cash or in any combination thereof, as determined by the
Committee.
 
     (d) Restricted Period; Restrictions on Transferability during Restricted
Period.  Restricted Stock or Restricted Units may not be sold, assigned, pledged
or otherwise encumbered, except as herein provided, during the Restricted
Period. Unless otherwise determined by the Committee at or after the date of
grant, the Restricted Period applicable to any Award of Restricted Stock or
Restricted Units shall lapse, and the Shares related to such Award shall become
transferable, as to an equal amount of shares of Restricted Stock or Restricted
Units on each of the first five (5) anniversaries of the date of grant. Any
certificates issued in respect of Restricted Stock shall be registered in the
name of the participant and deposited by such Participant with the Company.
Shares issued in book entry form shall be held for the account of the
Participant in an account maintained by a custodian controlled by the Company.
Upon the expiration or termination of the Restricted Period and the satisfaction
(as determined by the Committee) of any other conditions determined by the
Committee, the restrictions applicable to the Restricted Stock or Restricted
Units shall lapse and the number of Shares with respect to which the
restrictions have lapsed shall be delivered to the Participant or to
Participant's beneficiary or legal representative in certificated or book entry
form, free of all such restrictions, except any that may be imposed by law, to
the Participant or the Participant's beneficiary or estate, as the case may be.
No payment will be required to be made by the Participant upon the delivery of
such Shares, except as otherwise provided in Section 9(a). At or after the date
of grant, the Committee may accelerate the vesting
 
                                       C-10
<PAGE>
 
of any Award of Restricted Stock or Restricted Units or waive any conditions to
the vesting of any such Award.
 
     (e) Rights as a Stockholder; Dividend Equivalents.
 
     Unless otherwise determined by the Committee at or after the date of grant,
Participants granted shares of Restricted Stock shall be entitled to receive,
either currently or at a future date, as specified by the Committee, all
dividends and other distributions paid with respect to such Shares, provided
that if any such dividends or distributions are paid in Shares or other property
(other than cash), such Shares and other property shall be subject to the same
forfeiture restrictions and restrictions on transferability as apply to the
shares of Restricted Stock with respect to which they were paid.
 
     The Committee will determine whether and to what extent to credit to the
account of, or to pay currently to, each recipient of Restricted Units, an
amount equal to any dividends paid by the Company during the Restricted Period
with respect to the corresponding number of shares of Common Stock ("Dividend
Equivalents"). To the extent provided by the Committee at or after the date of
grant, any Dividend Equivalents with respect to cash dividends on the Common
Stock credited to a Participant's account shall be deemed to have been invested
in Shares on the record date established for the related dividend and,
accordingly, a number of additional Restricted Units shall be credited to such
Participant's account equal to the greatest whole number which may be obtained
by dividing (x) the value of such Dividend Equivalent on the record date by (y)
the Fair Market Value of a Share on such date.
 
     10. OTHER STOCK-BASED AWARDS
 
     The Committee is authorized to grant to Participants. Other Stock-Based
Awards that are denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to Shares (including, without
limitation, securities convertible into Shares), as are deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the terms of the
Plan, the Committee shall determine the terms and conditions of such Other
Stock-Based Awards. Shares or other securities delivered pursuant to a purchase
right granted under this Section 10 shall be purchased for such consideration,
which may be paid by such method or methods and in such form or forms,
including, without limitation, cash, Shares, other securities, other Awards,
other property, or any combination of the foregoing, as the Committee shall
determine.
 
     11. CHANGE IN CONTROL
 
     (a) Accelerated Vesting and Payment.  Subject to the provisions of Section
11(b), in the event of a Change in Control, each Option and Stock Appreciation
Right shall be canceled in exchange for the right to receive the prompt payment
in cash of an amount equal to the excess of the Change in Control Price over the
exercise price for such Option or the base price for such Stock Appreciation
Right, whichever is applicable; and the Restricted Period applicable to all
shares of Restricted Stock or Restricted Units shall expire and all such shares
shall become nonforfeitable and immediately transferable; and all Other
Stock-Based Awards shall become fully vested and payable to the Participant.
 
     (b) Alternative Awards.  Notwithstanding the provisions of Section 11(a),
no cancellation, acceleration of exercisability, vesting, cash settlement or
other payment shall occur with respect to any Award or any class of Awards if
the Committee reasonably determines in good faith prior to the occurrence of a
Change in Control that such Award or class of Awards shall be honored or
assumed, or new rights substituted therefor (such honored, assumed or
substituted award hereinafter called an "Alternative Award") by a Participant's
employer (or the parent or a subsidiary of such employer) immediately following
the Change in Control, provided that any such Alternative Award must:
 
          (i) be based on stock which is traded on an established securities
     market, or which will be so traded within 60 days following the Change in
     Control;
 
          (ii) provide such Participant (or each Participant in a class of
     Participants) with rights and entitlements substantially equivalent to or
     better than the rights and entitlements applicable under such
 
                                       C-11
<PAGE>
 
     Award, including, but not limited to, an identical or better exercise or
     vesting schedule and identical or better timing and methods of payment;
 
          (iii) have substantially equivalent economic value to such Award
     (determined by the Committee as constituted immediately prior to the Change
     in Control, in its sole discretion, promptly after the Change in Control);
     and
 
          (iv) have terms and conditions which provide that if the Participant
     is involuntarily terminated or constructively terminated (other than for
     Cause) upon or following such Change in Control, any conditions on a
     Participant's rights under, or any restrictions on transfer or
     exercisability applicable to, each such Alternative Award shall be waived
     or shall lapse, as the case may be.
 
     For this purpose, a constructive termination shall mean a Termination by a
Participant following a material reduction in the Participant's compensation, a
material reduction in the Participant's responsibilities or the relocation of
the Participant's principal place of employment to another location a material
distance farther away from the Participant's home, in each case, without the
Participant's prior written consent.
 
     (c) In the event of a Change in Control, each Participant shall be deemed
to have earned Performance Shares with respect to each of his or her Performance
Share Awards outstanding at the date of such Change in Control. The number of
Performance Shares so earned for each Award shall be computed by determining the
number of Performance Shares that would have been paid if the subject Award
Period had ended on the December 31 immediately preceding the Change in Control
(based on the conditions set by the Committee for payment of Performance Share
Awards for the subject Award Period), provided that in no event shall the number
of Performance Shares earned be less than the aggregate number of Performance
Shares at the target performance level (as identified in the applicable Award
letter) with respect to such Award. Performance Share Awards granted in the year
of the Change in Control shall be earned at the same percentage as Awards
granted in the year preceding the year of the Change in Control. Each
Performance Share so earned shall be canceled in exchange for an immediate
payment in cash of an amount based upon the Change in Control Price.
 
     12. GENERAL PROVISIONS
 
     (a) Withholding.  The Company shall have the right to deduct from all
amounts paid to a Participant in cash (whether under the Plan or otherwise) any
taxes required by law to be withheld in respect of Awards under the Plan. In the
case of any Award satisfied in the form of Common Stock, no Shares shall be
issued unless and until arrangements satisfactory to the Committee shall have
been made to satisfy any withholding tax obligations applicable with respect to
such Award. Without limiting the generality of the foregoing and subject to such
terms and conditions as the Committee may impose, the Company shall have the
right to retain, or the Committee may, subject to such terms and conditions as
it may establish from time to time, permit Participants to elect to tender,
Shares (including Shares issuable pursuant to an Award) to satisfy, in whole or
in part, the amount required to be withheld.
 
     (b) Awards.  Each Award hereunder shall be evidenced in writing. The
written agreement shall be delivered to the Participant and shall incorporate
the terms of the Plan by reference and specify the terms and conditions thereof
and any rules applicable thereto.
 
     (c) Cancellation of Performance Shares.  With the written consent of a
Participant holding Performance Shares granted to him or her under the Plan, the
Committee may cancel such Performance Shares. In the event of any such
cancellation, all rights of the former holder of such cancelled Performance
Shares in respect to such cancelled Performance Shares shall immediately
terminate.
 
     (d) Investment Representation.  All Shares paid pursuant to the Plan are to
be taken subject to an investment representation by the Participant or other
recipient that any such shares are acquired for investment and not with a view
to distribution and that such shares shall not be transferred or sold until
registered in compliance with the Securities Act of 1933 or unless an exemption
therefrom is available in the opinion of legal counsel satisfactory to the
Company.
 
                                       C-12
<PAGE>
 
     (e) Designation of Beneficiary.  Each Participant may designate a
beneficiary or beneficiaries (which beneficiary may be an entity other than a
natural person) to receive any payments which may be made or to exercise any
Options or Stock Appreciation Rights following the Participant's death. Such
designation may be changed or canceled at any time without the consent of any
such beneficiary. Any such designation, change or cancellation must be made in a
form approved by the Committee and shall not be effective until received by the
Committee. If no beneficiary has been named, or the designated beneficiary or
beneficiaries shall have predeceased the Participant, the beneficiary shall be
the Participant's spouse or, if no spouse survives the Participant, the
Participant's estate. If a Participant designates more than one beneficiary, the
rights of such beneficiaries shall be payable in equal shares, unless the
Participant has designated otherwise.
 
     (f) Employment Rights.  An Award made under the Plan shall not confer any
right on the Participant to continue in the employ of the Company or any
subsidiary or limit in any way the right of the Participant's employer to
terminate his or her employment at any time.
 
     (g) Expenses.  The expenses of administering the Plan shall be borne by the
Company.
 
     (h) No Rights to Awards, No Shareholder Rights.  No Employee, Consultant or
Director shall have any claim to be granted any Award under the Plan, and there
is no obligation of uniformity of treatment of Employees, Consultants and
Directors. Subject to the provisions of the Plan and the applicable Award, no
person shall have any rights as a stockholder with respect to any Shares to be
issued under the Plan prior to the issuance thereof.
 
     (i) Construction of the Plan.  The validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined solely in accordance with the
laws of the State of Delaware.
 
     (j) Legend.  To the extent any stock certificate is issued to a Participant
in respect of shares of Restricted Stock awarded under the Plan prior to the
expiration of the applicable Restricted Period, such certificate shall be
registered in the name of the Participant and shall bear the following (or
similar) legend:
 
     "The shares of stock represented by this certificate are subject to the
     terms and conditions contained in the ProAssurance Corporation 2004 Equity
     Incentive Plan and the Award Agreement, dated as of           , between the
     Company and the Participant, and may not be sold, pledged, transferred,
     assigned, hypothecated or otherwise encumbered in any manner (except as
     provided in the Plan or in such Award Agreement) until           ."
 
Upon the lapse of the Restricted Period with respect to any such shares of
Restricted Stock, the Company shall issue or have issued new share certificates
without the legend described herein in exchange for those previously issued.
 
     (k) Effective Date.  The Plan shall be effective on the date the Plan is
approved by stockholders of the Company. No Awards may be granted under the Plan
after December 31, 2013.
 
     (l) Amendment of Plan.  The Board may amend, suspend or terminate the Plan
or any portion thereof at any time, provided that no amendment shall be made
without stockholder approval if such amendment would constitute a material
change or revision that requires stockholder approval to comply with any of the
following:
 
          (i) the corporate governance rules for listed companies on the New
     York Stock Exchange, including without limitation, Section 303A.08 of the
     Listed Company Manual;
 
          (ii) the exception for performance based compensation under Code
     Section 162(m) and the regulations promulgated thereunder; or
 
          (iii) the exemption from Section 16 of Exchange Act provided by SEC
     Rule 16b-3.
 
Without the written consent of an affected Participant, no termination,
suspension or modification of the Plan shall adversely affect any right of such
Participant under the terms of an Award granted before the date of such
termination, suspension or modification.
 
                                       C-13
<PAGE>
 
     (m) Amendment of Awards.  The Committee shall have the authority to amend
any Award to include any provision which, at the time of such amendment, is
authorized under the terms of the Plan; provided, however, that (i) no
outstanding Award may be revoked or altered in a manner unfavorable to the
Participant without the written consent of the Participant, (ii) no Performance
Share shall be altered in a manner to increase the amount of compensation that
would otherwise be due upon the attainment of the performance criteria; (iii) no
outstanding Option may be altered in a manner that reduces the exercise price
(except as provided in Section 4(c)), and (iv) no outstanding Stock Appreciation
Right may be altered in a manner that reduces the base price (except as provided
in Section 4(c)).
 
     (n) Application of Proceeds.  The proceeds received by the Company from the
sale of its shares under the Plan will be used for general corporate purposes.
 
     (o) Compliance with Legal and Exchange Requirements.  The Plan, the grant
and exercise of Awards hereunder, and the other obligations of the Company under
the Plan, shall be subject to all applicable federal and state laws, rules, and
regulations, and to such approvals by any regulatory or governmental agency as
may be required. The Company, in its discretion, may (i) postpone the exercise
of Awards, the issuance or delivery of Shares under any Award or any other
action under the Plan to permit the Company, with reasonable diligence, to
complete such stock exchange listing or registration or qualification of such
Common Stock or other required action under any federal or state law, rule, or
regulation, (ii) require any Participant to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of Shares in compliance with applicable laws, rules, and
regulations, and (iii) pay the Participant, in lieu of Shares, cash in an amount
based upon the Fair Market Value of a Share as of the date Shares would
otherwise be issuable with respect to an Award. The Company shall not be
obligated to recognize the exercise of any Award or to otherwise sell or issue
Common Stock in violation of any such laws, rules, and regulations. Any
postponement of the exercise or settlement of any Award under this Section 11(o)
shall not extend the term of such Award, and the Company, its officers and
employees, the Board and the Committee shall have no obligation or liability to
a Participant with respect to any Award (or Shares issuable thereunder) because
of any actions taken pursuant to the provisions of this Section 11(o).
 
     (p) Deferrals.  The Committee may postpone the exercise of Awards, the
issuance or delivery of Shares under any other Award or any other action under
the Plan to prevent the Company or any of its Subsidiaries from being denied a
federal income tax deduction with respect to any Award other than an Incentive
Stock Option.
 
     (q) Gender and Number.  Except when otherwise indicated by the context,
words in the masculine gender used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.
 
                                       C-14