##### 



NORTH POINTE HOLDINGS CORPORATION
EQUITY INCENTIVE PLAN
 Section I. Purpose
  Section 2. Definitions
         (A)
    
    The then outstanding shares of common stock of
the Company (the Outstanding Company Common Stock) or
 1




---



##### 



(B)
    
    The combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of directors
(the Company Voting Securities);
 provided, however,
 provided
   2




---



##### 



3




---



##### 



4




---



##### 



5




---



##### 



Section 3. Administration
 Administration by the Committee.
 Delegation of Authority.
 Authority.
      6




---



##### 



Section 4. Available Shares
 Number of Shares Available.
 Limitations on Awards to Individual Participants.
 7




---



##### 



Accounting for Awards.
 Sources of Shares Deliverable Under Awards.
 Adjustments.
 (i)
    
    the number and type of Available Shares,(ii)
    
    the Share limits specified in Sections 4(a), 4(b), 6(c), 6(d) and 6(e),(iii)
    
    the number and type of Shares subject to outstanding Awards, and(iv)
    
    the grant, purchase, or exercise price with respect to any Award.
  Section 5. Eligibility
  Section 6. Awards
 Option Awards to Key Employees.
 8




---



##### 



Exercise Price.
 Option Term.
 Exercisability and Method of Exercise.
 Incentive Stock Options.
 Stock Appreciation Rights.
 (c) Restricted Stock Awards.
 Issuance.
 9




---



##### 



Restrictions.
 Registration.
 Payment of Restricted Stock.
 Forfeiture.
 Restricted Stock Awards to Non-Employee Directors.
 Eligibility.
 Annual Restricted Stock Awards to Non-Employee Directors.
 10




---



##### 



Vesting.
 Grant Limitation.
 Performance Shares.
 Issuance.
 Performance Goals and Other Terms.
 11




---



##### 



Rights and Benefits During the Performance Period.
 Payment of Performance Shares.
 General.
 No Consideration for Awards.
 Award Agreements.
 Awards May Be Granted Separately or Together.
 Forms of Payment Under Awards.
 Limits on Transfer of Awards.
 12




---



##### 



Term of Awards.
 Share Certificates; Representation.
 Repricing Prohibited.
 Section Amendment and Termination of the Plan; Correction of Defects and Omissions
 Amendments to and Termination of the Plan.
 13




---



##### 



Correction of Defects, Omissions and Inconsistencies.
 Section S. Change of Control
  Assumption or Replacement.
 Termination of Awards.
   14




---



##### 



(A)
    
    each Option or SAR that is outstanding immediately prior to
the date of the Change of Control and that is held by a Participant
who is then employed by the Company or an Affiliate shall become
immediately and fully vested on the date of the Change of Control;(B)
    
    and each Option or SAR that is outstanding as
of the date of the Change of Control (including each Option or SAR
that becomes fully vested under paragraph (A)) shall be terminated as
of such date without the consent of the Participant in exchange for a
cash payment by the Company to the Participant in an amount equal to
the value of the vested portion of the Option or SAR that has not been
exercised as of the date of the Change of Control (such value to be
determined based on the Black-Scholes methodology or such similar
method of valuing options and stock appreciation rights as shall be
selected by the Committee);
   Section 9. General Provisions
 No Rights to Awards.
 Withholding.
 15




---



##### 



No Limit on Other Compensation Arrangements.
 Rights and Status of Recipients of Awards.
     Unfunded Status of the Plan.
 Governing Law.
 16




---



##### 



Severability.
 No Fractional Shares.
 Headings.
 Section 10. Effective Date of the Plan
  Section 11. Interpretations
  17