Form of Stock Agreement


    Exhibit
      10.4(b)

    


    


    DIRECTOR
      STOCK OPTION PLAN STOCK OPTION AGREEMENT

    


    


    THIS
      AGREEMENT, made as of ___________-, is by and between FPIC
      Insurance Group, Inc.,
      a Florida corporation (the “Company”), and _______________
      (the “Director”).

    


    WITNESSETH:

    


    WHEREAS,
      the Company has adopted the Florida Physicians Insurance Company Director Stock
      Option Plan (the “Plan”) for the benefit of its Directors; and

    


    WHEREAS,
      the Company wishes to grant to the Director Options under the Plan, on the
      terms
      and conditions set forth in the Plan and as hereinafter provided;

    


    NOW,
      THEREFORE, in consideration of the premises, it is agreed as
      follows:

    


    1.   Definitions

    


    Terms
      used in this Agreement without definition that are defined in the Plan shall
      have the same meaning as set forth in the Plan.

    


    2.   Grant
      of Options

    


    The
      Company hereby grants to Director ______ Options to purchase _____ Shares at
      an
      Option Price per Share of $_____. The Options awarded under this Agreement
      are
      Nonqualified Stock Options and the provisions hereunder shall be interpreted
      consistent therewith.

    


    3.   Option
      Terms and Exercise

    


    a.   Options
      awarded under this Agreement may not be exercised by the Director at any time
      until such Options are vested as provided in paragraph 4 of this
      Agreement.

    


    b.   This
      Agreement and the Options issued pursuant hereto shall terminate as set forth
      in
      paragraph 5 of this Agreement.

    


    4.   Vesting

    


    One
      third (rounded up to a whole number) of the Options set forth in paragraph
      2
      shall vest on the one year anniversary of the date of this Agreement, with
      an
      additional one-third of the Options vesting on each of the next two
      anniversaries of the date of this Agreement. The Director shall be 100% vested
      in all Options awarded under this Agreement if the Director's termination of
      service from the Board is as a result of the death, Permanent and Total
      Disability (as that term is defined in Code § 22(e)(3)) or retirement at or
      after the mandatory retirement age, if any, of such Director. The Director
      shall
      forfeit any unvested Options upon termination of service as a 

     

    
      
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Director
        for any reason other than the death, Permanent and Total Disability (as that
        term is defined in Code § 22(e)(3)) or retirement at or after the mandatory
        retirement age, if any, of such Director.

    

    


    5.   Termination
      of Service

    


    In
      the event the service of the Director is terminated, the Options hereunder
      will
      terminate upon the earlier of (i) the full exercise of the Option, (ii) the
      expiration of ten (10) years, or (iii) two years following the date of
      termination of service as a Director.

    


    6.   Transferability
      of Options

    


    The
      Options granted hereunder may be transferred by the Director during his or
      her
      lifetime to any member of his or her immediate family or a trust established
      for
      the exclusive benefit of one or more members of his or her immediate family
      or
      to a former spouse pursuant to a domestic relations order. For purposes of
      this
      Section, the term “immediate family” is defined as the Director’s spouse,
      children, stepchildren, grandchildren (including relationships arising from
      legal adoption), and parents. Upon the Director’s death, the Options are
      transferable by will or the laws of descent and distribution.

    


    7.   Exercise
      of Options

    


    a.   Options
      shall become exercisable at such time as may be provided herein and shall be
      exercisable by written notice of such exercise, in the form prescribed by the
      Committee, to the Secretary or President of the Company, at its principal
      office. The notice shall specify the number of Options that are being
      exercised.

    


    b.   Shares
      purchased pursuant to this Agreement shall be paid for in full at the time
      of
      such purchase in cash, in Shares, including Shares acquired pursuant to the
      Plan, or part in cash and part in Shares. Shares transferred in payment of
      the
      Option Price shall be valued as of the date of transfer based on their Fair
      Market Value.

    


    c.   The
      Committee may establish rules regarding the types of Shares the Director may
      transfer in payment of the Option Price in order to avoid adverse accounting
      treatment.

    


    8.   Regulation
      by the Committee

    


    This
      Agreement and the Options granted hereunder shall be subject to the
      administrative procedures and rules as the Committee may adopt. All decisions
      of
      the Committee upon any question arising under the Plan or under this Agreement
      shall be conclusive and binding upon the Director and any person or persons
      to
      whom Options hereunder have been transferred by will or by laws of descent
      and
      distribution.

    


    
      
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    9.  
Rights
      as a Shareholder

    


    The
      Director shall have no rights as a Shareholder with respect to Options granted
      hereunder until certificates for Shares of common stock are issued to the
      Director.

    
    10.   Plan
      Terms

    


    The
      terms of the Plan are incorporated herein by reference.

     

        11.  
Effective
      Date of Grant

    


    Each
      Option granted under this Agreement shall be effective as of the date first
      written above.

     

    


      	 	 	 
	ATTEST:	FPIC
              INSURANCE GROUP, INC.
	 
 	 
 	 
 
	 	By  	 
	
              

            	
              
                

                John R. Byers

              President and Chief Executive Officer

            
	 	 


    

     

    
      	 	 	 
	WITNESS:	 
	 
 	 
 	 
 
	 	   	 
	
              

            	
              

              Director




    


    
      
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