EXHIBIT 10.13
INCENTIVE STOCK OPTION AGREEMENT
AMENDMENT No. 1
THIS AMENDMENT, made this _____ day of __________, 199___,
by and between Meridian Insurance Group, Inc. (hereinafter
called the "Corporation")
________________ (hereinafter called the "Employee"), amends
and becomes a part of the Incentive 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. In Section 9(a) and 9(c) of the Agreement each
reference to "three months" is changed to "three years."
3. The Option granted by this Agreement shall no
longer be classified as an Incentive Stock Option as defined
in the Plan and henceforth shall be classified as a Non-
Qualified Stock Option.
4. Except as modified by this Amendment, all terms and
conditions of the Incentive 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")
