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EXHIBIT 10.9
 NORTH POINTE HOLDINGS CORPORATION
EQUITY INCENTIVE PLAN
NON-EMPLOYEE DIRECTORS RESTRICTED STOCK AWARD
   Grant Date:Number of Restricted Shares:Vesting Schedule:
    
    Your Restricted Shares will vest on the second
(2nd) anniversary of the Grant Date, provided
you are serving as a director of the Company on such date.If your services as a director terminate prior to the
second (2nd) anniversary of the Grant Date as a
result of death or Disability, your Restricted Shares will
become fully vested on such date. The term Disability
means your inability to perform your services as a director
as a result of a medically-determinable physical or mental
impairment which can be expected to result in death or
which has lasted or can be expected to last for a period of
at least 12 months, as determined by the Committee. The
Committee may require you to submit such medical evidence
or to undergo a medical examination by a doctor selected by
the Committee as the Committee determines is necessary in
order to make a determination hereunder.




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If you serving as a director on the date of a Change of
Control, your Restricted Shares will become fully vested on
such date.
Upon any other termination of service prior to the date the
Restricted Shares are vested, you will forfeit the
Restricted Shares.Escrow of Certificates
    
    Your Restricted Shares will be held in escrow by the
Company, as escrow agent. The Company will give you a
receipt for the Shares held in escrow that will state that
the Company holds such Shares in escrow for your account,
subject to the terms of this Award, and you will give the
Company a stock power for such Shares duly endorsed in
blank which will be used in the event such Shares are
forfeited in whole or in part. As soon as practicable
after the vesting date, the Restricted Shares will cease to
be held in escrow, and certificate(s) for such number of
Shares will be delivered to you or, in the case of your
death, to your estate.Transferability of
Restricted Shares:
    
    You may not sell, transfer or otherwise alienate or
hypothecate any of your Restricted Shares until they are
vested. In addition, by accepting this Award, you agree
not to sell any Shares acquired under this Award at a time
when applicable laws, Company policies (including, without
limitation, the Companys Insider Trading Policy) or an
agreement between the Company and its underwriters prohibit
a sale.Voting and Dividends:
    
    While the Restricted Shares are subject to forfeiture, you
may exercise full voting rights and will receive all
dividends and other distributions paid with respect to the
Restricted Shares, in each case so long as the applicable
record date occurs before you forfeit such Shares. If,
however, any such dividends or distributions are paid in
Shares, such Shares will be subject to the same risk of
forfeiture, restrictions on transferability and other terms
of this Award as are the Restricted Shares with respect to
which they were paid.Transferability of Award:
    
    You may not transfer or assign this Award for any reason,
other than under your will or as required by intestate
laws, or pursuant to a beneficiary designation filed with
the Secretary of the Company prior to the date of your
death on the form provided by the Committee for this
purpose. Any attempted transfer or assignment in violation
of this provision will be null and void.Amendment:
    
    This Restricted Stock Award may be amended only by written
consent of the Company and the Recipient, unless the
amendment is not to the detriment of the Recipient.Counterparts:
    
    This Restricted Stock Award may be executed in counterparts.Governing Law:
    
    The provisions of Section 9(f) of the Plan apply to this
Restricted Stock Award.
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