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                                                                    Exhibit 10.8









PROCENTURY CORPORATION


DEFERRED COMPENSATION PLAN

October 29, 2003





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                             PROCENTURY CORPORATION
                           DEFERRED COMPENSATION PLAN

                                     SUMMARY

The following is a summary of certain provisions of the Plan. This summary is
subject to, and qualified in its entirety by, the complete text of the Plan
below.

A.       This Plan is intended to allow elective deferrals by Key Employees and
         Directors in the form of Deferred Amounts out of their Compensation and
         discretionary contributions by the Employer in the form of Employer
         Deferrals on behalf of selected Participants for future payment to
         Participants or their Beneficiaries (see Section 1.1).

B.       Any Employer Deferral is discretionary and will only be made on behalf
         of such Participants and in such amounts and at such time or times as
         the Employer determines in its sole discretion (see Section 3.4).

C.       Only Key Employees designated by the Employer and Directors will be
         eligible to become Participants, and the Employer will notify each
         designated Key Employee and each person who becomes a Director of his
         or her eligibility to participate (see Section 3.1).

D.       Each Key Employee and Director will agree to participate for each
         calendar year by completing, signing, and delivering to the Employer a
         Participation Agreement for that calendar year (see Section 3.2). Each
         Participant will make such elections of a Deferred Amount for each year
         and of an Entitlement Date and a Payment Form and make such other
         elections as required by the Participation Agreement. Any elections may
         be changed only as provided in this Plan (see Section 3.3).

E.       Each Participant's right to payment of any Deferred Amounts contributed
         by that Participant will be fully vested (see Section 3.4(c)). Each
         Participant's right to payment of any Employer Deferrals contributed on
         behalf of that Participant for any calendar year may be subject to
         forfeiture if the Participant ceases Service before any Employer
         Deferral Vesting Date stated in the Participation Agreement giving
         notice of the Employer Deferral (see Sections 3.2 and 3.4(c)).
         Notwithstanding any vesting pursuant to this Plan, a Participant may
         forfeit all rights to Employer Deferrals under this Plan in the event
         of certain prohibited activities (see Section 3.6).

F.       On or before the Participant's elected Entitlement Date, the Employer
         will make a final determination of the Participant's Aggregate Account
         Balance, debiting any applicable forfeitures, and the Aggregate Account
         Balance as so determined will be payable in the elected Payment Form
         within 60 days.

G.       Although the intent of this Plan is that a Participant will not be
         subject to Federal or Ohio income taxation with respect to any Deferred
         Amount or Employer Deferral until it is paid, it is anticipated that
         each Participant will be subject to Social Security and Medicare


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         taxation and may be subject to local income taxation for each year with
         respect to each Deferred Amount and Employer Deferral contributed for
         that year.




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                                TABLE OF CONTENTS

SECTION 1.    INTENT...........................................................1

         1.1  Deferred Compensation Plan.......................................1
         1.2  Top Hat Plan.....................................................1
         1.3  Unfunded Plan....................................................1
         1.4  Not a Qualified Plan.............................................1

SECTION 2.    DEFINITIONS AND CONSTRUCTION.....................................1

         2.1  Definitions......................................................1
         2.2  Construction.....................................................6

SECTION 3.    ELIGIBILITY, PARTICIPATION AND VESTING...........................6

         3.1  Eligibility......................................................6
         3.2  Participation....................................................6
         3.3  Change in Participation Agreement................................6
         3.4  Employer Deferrals...............................................7
         3.5  Vesting..........................................................7
         3.6  Forfeiture in Certain Events.....................................8

SECTION 4.    ACCOUNTING AND INVESTMENTS.......................................9

         4.1  Separate Accounting..............................................9
         4.2  Investment......................................................10

SECTION 5.    PAYMENT OF AGGREGATE ACCOUNT BALANCE............................10

         5.1  Entitlement.....................................................10
         5.2  Payment.........................................................10
         5.3  Unforeseen Emergency............................................11
         5.4  Designated Beneficiaries........................................11

SECTION 6.    ADMINISTRATION..................................................11

         6.1  Administrator...................................................11
         6.2  Committee.......................................................12
         6.3  Authority.......................................................12
         6.4  Fees............................................................12
         6.5  Bonding.........................................................12

SECTION 7.    CLAIMS PROCEDURE................................................12

         7.1  Claims..........................................................12
         7.2  Denials.........................................................12
         7.3  Review..........................................................12

SECTION 8.    MISCELLANEOUS...................................................13

         8.1  Amendment and Termination.......................................13
         8.2  Addresses.......................................................13
         8.3  Subject to Claims of Employer Creditors.........................13
         8.4  No Special Employment Rights....................................14


                                       i

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         8.5  Tax Withholding.................................................14
         8.6  Non-assignment..................................................14
         8.7  Miscellaneous...................................................14









                                       ii

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                           THE PROCENTURY CORPORATION
                       DEFERRED COMPENSATION PLAN DOCUMENT

                                   SECTION 1.
                                     INTENT

         1.1      DEFERRED COMPENSATION PLAN. This Plan is intended to allow
elective deferrals by Key Employees and Directors who become Participants in the
form of Deferred Amounts out of their Compensation and discretionary
contributions by the Employer in the form of Employer Deferrals on behalf of
selected Participants for future payment to Participants or their Beneficiaries.
It is also intended that, in order to have the right to future payment of any
Employer Deferral, Participants may, at the discretion of the Employer, have to
remain in Service until that Employer Deferral becomes vested. It is
additionally intended that Participants will not be subject to Federal income
taxation with respect to any Deferred Amount or Employer Deferral until it is
paid, although it is anticipated that such amounts for each year will be subject
to Medicare and Social Security taxation and may be subject to local income
taxation for that year.

         1.2      TOP HAT PLAN. Participation in the Plan is limited to a select
group of key management or highly compensated employees as such group is
described under sections 201(2), 301(a)(3), and 401(a)(1) of ERISA with the
intent that the Plan will constitute a "top-hat" deferred compensation plan
within the meaning of the regulations promulgated by the Department of Labor
under section 3(2)(B)(i) of the ERISA.

         1.3      UNFUNDED PLAN. The Plan is intended to be unfunded for
purposes of the Code and Title I of ERISA in that, although the assets securing
the obligations of the Employer hereunder shall be held in a Rabbi Trust,

         (a)      This Plan constitutes a mere promise by the Employer to pay in
                  the future; and

         (b)      In the event of the Employer's insolvency, Participants will
                  have only the rights of unsecured creditors with respect to
                  such Employer's obligation to make such payments. "Insolvency"
                  means for this purpose the Employer is unable to pay its debts
                  as they become due or the Employer is subject to a pending
                  proceeding as a debtor under the United States Bankruptcy
                  Code.

         1.4      NOT A QUALIFIED PLAN. This Plan is not intended to be a plan
described in section 401(a) or 403(b) of the Code or in section 3(2)(A) of
ERISA.

                                   SECTION 2.
                          DEFINITIONS AND CONSTRUCTION

         2.1      DEFINITIONS. The following capitalized terms used in this
Agreement shall, unless the context otherwise requires, have the following
meaning:


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         (a)      "ADMINISTRATOR" means such person or persons designated by the
                  Employer to administer this Plan; if the Employer fails to
                  make such a designation, the Employer shall be the
                  Administrator.

         (b)      "AGGREGATE ACCOUNT BALANCE" means at any time with respect to
                  any Participant the balance to the credit of the Participant
                  at such time pursuant to all of the separate accountings of
                  the Participant's Deferred Amounts and Employer Deferrals,
                  together with receipts and expenditures attributable to the
                  investment thereof through such time, within the meaning of
                  Section 4.1.

         (c)      "ANNUAL EMPLOYER DEFERRAL ACCOUNT BALANCE" for any calendar
                  year means at any time with respect to any Participant the
                  balance to the credit of the Participant at such time of the
                  separate accounting of the Employer Deferrals contributed for
                  that calendar year, together with receipts and expenditures
                  attributable to the investment thereof through such time,
                  within the meaning of Section 4.1.

         (d)      "BENEFICIARY" means the person or persons designated by the
                  Participant to receive payments under this Plan.

         (e)      "BOARD" means the Company's Board of Directors or, to the
                  extent it delegates authority to the Committee, the Committee.
                  Notwithstanding anything to the contrary contained in this
                  Plan, if the Company is subject to section 162(m) of the Code,
                  any determination regarding any Employer Deferral with respect
                  to any person constituting a "covered employee" within the
                  meaning of section 162(m) of the Code shall be made by the
                  Committee.

         (f)      The term "CALENDAR YEAR" means the 12-month period ending
                  December 31 of each year.

         (g)      "CHANGE IN CONTROL" of ProCentury means: (a) the purchase or
                  other acquisition by any person, entity or group of persons
                  (within the meaning of section 13(d) or 14(d) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), directly or indirectly, which results in the beneficial
                  ownership (within the meaning of Rule 13d-3 promulgated under
                  the Exchange Act) of such person, entity or group of persons
                  equaling a majority or more of the combined voting power of
                  the then outstanding voting securities of ProCentury entitled
                  to vote generally in the election of directors, excluding,
                  however, any acquisition by ProCentury or by any employee
                  benefit plan or related trust sponsored or maintained by
                  ProCentury; (b) a merger, reorganization or consolidation to
                  which ProCentury is a party or a sale or other disposition of
                  all or substantially all of the assets of ProCentury (each, a
                  "corporate transaction"), excluding, however, any corporate
                  transaction pursuant to which persons who were security
                  holders of ProCentury immediately prior to such corporate
                  transaction (solely because of their voting securities owned
                  immediately prior to such corporate transaction) own
                  immediately thereafter more than 50 percent of the combined
                  voting power entitled to vote in the election of the Board of
                  the then outstanding securities of the company surviving the
                  corporate transaction; or (c) approval by the security-


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                  holders of ProCentury of a plan of complete liquidation or
                  dissolution of ProCentury.

         (h)      "CODE" means the Internal Revenue Code of 1986 (or the
                  corresponding provisions of any succeeding law regarding the
                  taxation of income by the United States), as amended and in
                  effect at such time.

         (i)      "COMMITTEE" means the compensation committee, if any, or other
                  committee of the Board duly appointed to administer the Plan
                  and having such powers as shall be specified by the Board.
                  Notwithstanding anything to the contrary contained in this
                  Plan, if the Company is subject to section 162(m) of the Code,
                  the Committee shall be composed of, or otherwise any
                  determination regarding any Employer Deferral with respect to,
                  any person constituting a "covered employee" within the
                  meaning of section 162(m) of the Code shall be made by, not
                  less than two directors, each of whom is intended to be an
                  "outside director" within the meaning of section 162(m) of the
                  Code.

         (j)      "COMPENSATION" means with respect to any Key Employee for any
                  calendar year all compensation, including wages, salary, and
                  any other benefit of monetary value, whether paid in the form
                  of cash or otherwise, that is required to be reported on a
                  Form W-2 with respect to the Key Employee's Services for the
                  calendar year before reduction for any Deferred Amount
                  contributed by or on behalf of the Key Employee for the year.
                  Compensation means with respect to any Director all
                  compensation, including retainer and meeting fees and any
                  other benefit of a monetary value, whether paid in the form of
                  cash or otherwise, that is required to be reported on a Form
                  1099 or W-2 with respect to the Director's Services for the
                  calendar year before reduction for any Deferred Amount
                  contributed by or on behalf of the Director for the year.

         (k)      "DEFERRED AMOUNT" means with respect to any Participant for
                  any calendar year the amount of Compensation that the
                  Participant timely elects for that calendar year for deferral
                  pursuant to Section 3.2.

         (l)      "DEFERRED AMOUNT ACCOUNT BALANCE" means at any time with
                  respect to any Participant the balance to the credit of the
                  Participant at such time of the separate accounting of all
                  Deferred Amounts contributed, together with receipts and
                  expenditures attributable to the investment thereof through
                  such time, within the meaning of Section 4.1.

         (m)      "DIRECTOR" means each person who serves as a Director of the
                  Employer's Board of Directors.

         (n)      "DISABILITY RETIREMENT" shall have the same meaning as defined
                  in the Company's long-term disability plan as in effect from
                  time to time or, if there is no such plan in effect at the
                  applicable time, a Participant's inability to discharge
                  his/her responsibilities to the Company by reason of physical
                  or mental illness or incapacity, whether arising out of
                  sickness, accident or otherwise, which shall be


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<PAGE>

                  evidenced by the written determination of a qualified medical
                  doctor selected by the Company specifying the date upon which
                  such disability commenced and that it has continued
                  uninterrupted for at least 180 days. For this purpose, any
                  person who qualifies for a credit against income taxes under
                  Section 22 of the Code shall be considered disabled.

         (o)      "ELECTION DATE" means the date by which a Key Employee or a
                  Director must elect to participate by delivering a completed
                  and signed Participation Agreement for that calendar year or
                  portion thereof beginning after the Election Date.

         (p)      "EMPLOYER" means ProCentury Corporation and its successor.

         (q)      "EMPLOYER DEFERRAL" means with respect to any Participant for
                  any calendar year the amount of Employer Deferral made by the
                  Employer on behalf of that Participant for that calendar year
                  pursuant to Section 3.4.

         (r)      "EMPLOYER DEFERRAL VESTING DATE" means, with respect to any
                  Participant's Employer Deferral contributed for any calendar
                  year, (1) the date designated by the Employer in notice to the
                  Participant as the Employer Deferral Vesting Date for the
                  Employer Deferral for that calendar year, or (2), if earlier,
                  a Triggering Severance; provided, however, if no date or
                  similar restriction in made in such Participation Agreement,
                  the Employer Deferral shall be deemed 100 percent vested when
                  made except for forfeitures in certain events pursuant to
                  Section 3.6.

         (s)      "ENTITLEMENT DATE" means with respect to any Participant the
                  date elected by the Participant in the Participation Agreement
                  most recently signed by the Participant and delivered pursuant
                  to the Plan. If no date is so elected or if any date elected
                  is not valid, the Entitlement Date shall be the date on which
                  the Participant has a severance from Service with the
                  Employer.

         (t)      "ERISA" means the Employee Retirement Income Security Act of
                  1974, as amended and in effect at such time.

         (u)      "KEY EMPLOYEE" means any member of a select group of
                  management or highly compensated employees of the Employer.

         (v)      "NORMAL RETIREMENT AGE" means at any time, unless otherwise
                  defined in the Participant's Participation Agreement,
                  termination of a Participant's Service after (1) the period of
                  service or age or combination thereof entitling common law
                  employees of the Company at such time to retirement benefits
                  under the Company's retirement program as then in effect or,
                  if no such program is then in effect, (2) the date of
                  Participant's 65th birthday.

         (w)      "PARTICIPANT" means each eligible Key Employee designated for
                  participation in the Plan and each Director who has elected to
                  participate in this Plan by delivering a completed and signed
                  Participation Agreement as provided in Section 3.2.



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         (x)      "PARTICIPATION AGREEMENT" means for any calendar year for any
                  Participant the form of Participation Agreement prepared for
                  completion and execution by an eligible Key Employee or a
                  Director to have deferrals made to this Plan for such calendar
                  year as provided in Section 3.2.

         (y)      "PAYMENT FORM" means with respect to any Participant the form
                  of payment of the Aggregate Account Balance elected by the
                  Participant in the Participation Agreement most recently
                  signed by the Participant and delivered to the Plan. If no
                  form of payment is made available for election or no other
                  form of payment is so elected or if any form of payment
                  elected is not valid, the Payment Form shall be lump sum. Any
                  Payment Form other than lump sum to be available shall be
                  solely at the discretion of the Administrator with the
                  approval of the Employer.

         (z)      "PLAN" means The ProCentury Corporation Deferred Compensation
                  Plan established pursuant to this document, as amended from
                  time to time.

         (aa)     "RABBI TRUST" means any trust created pursuant to a separate
                  trust agreement as set forth in Section 8.3 for the purpose of
                  irrevocably holding assets for the purpose of paying the
                  Aggregate Account Balance to Participants and Beneficiaries.

         (bb)     "SERVICE" means with respect to any person all periods for
                  which such person is entitled to Compensation for services in
                  the employment, or as a Director, of the Employer or its
                  affiliates.

         (cc)     "TRIGGERING SEVERANCE" means with respect to any Participant
                  severance of the Participant's Service (1) for reason of death
                  or Disability Retirement or (2) at any time on or after the
                  Participant's Normal Retirement Age or (3) within three years
                  after a Change in Control.

         (dd)     "UNFORESEEABLE EMERGENCY" means with respect to any
                  Participant circumstances found by the Administrator to
                  constitute a severe financial hardship to the Participant
                  resulting from a sudden and unexpected illness or accident of
                  the Participant or of a dependent of the Participant, loss of
                  the Participant's property due to casualty, or other similar
                  extraordinary and unforeseeable circumstances arising as a
                  result of events beyond the control of the Participant.



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<PAGE>

         2.2      CONSTRUCTION. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of this Plan. Terms defined in the singular shall include the plural,
and vice versa, and pronouns in any gender shall include the masculine,
feminine, and neuter, as the context requires. Any reference to any federal,
state, local, or foreign statute or law shall be deemed also to refer to all
rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "including" means including without limitation, and use of
the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise. All references to a "Section" refer to this Plan, unless the
context otherwise requires.

                                   SECTION 3.
                     ELIGIBILITY, PARTICIPATION AND VESTING

         3.1      ELIGIBILITY. The Employer shall have the sole discretion to
designate those, if any, of its Key Employees that are eligible for
participation in this Plan. No person other than a Director shall be eligible to
participate in this Plan unless the person receives notice of eligibility to
participate in this Plan and of the Election Date by which to deliver a
completed and signed Participation Agreement to participate in this Plan for
such calendar year or portion thereof beginning after the Election Date pursuant
to Section 3.2. Each Director shall be eligible to participate in this Plan for
each calendar year of portion thereof of the Director's Services.

         3.2      PARTICIPATION. In order for an eligible Key Employee or a
Director to participate in this Plan for any calendar year or portion thereof
beginning after the Election Date, the eligible Key Employee or Director shall
deliver to the Employer by the applicable Election Date a completed and signed
Participation Agreement stating the Deferred Amount elected for such calendar
year (or portion thereof) and making any election as to Entitlement Date and
Payment Form with respect to the Participant's Aggregate Account Balance and
other elections as may be required by such Participation Agreement with respect
to such Deferred Amount or Employer Deferral or any account balance thereof.

         3.3      CHANGE IN PARTICIPATION AGREEMENT. After the applicable
Election Date for any calendar year, a Participant may not change or revoke any
election or designation made in the Participation Agreement in effect for that
calendar year except for circumstances found by the Administrator to constitute
an Unforeseeable Emergency, in which event the Participant shall be permitted to
change or revoke the Participation Agreement as deemed appropriate by the
Administrator in its sole discretion. Any such change or revocation shall take
effect as soon as administratively practicable but not earlier than the first
pay period commencing after finding of the Unforeseeable Emergency; provided,
however, that:

         (a)      Any Participant may change the Deferred Amount to take effect
                  for any calendar month during the calendar year by completing,
                  signing, and returning to the Administrator another form of
                  Participation Agreement or such other form prescribed by the
                  Administrator completed to show the Deferred Amount as so
                  changed as long as it is received at least one month before
                  the calendar month for which the change is to take effect;



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         (b)      Any change in the Entitlement Date or Payment Form elected in
                  any Participation Agreement must be received by the
                  Administrator prior to the first day of the calendar year in
                  which the Entitlement Date without such change would have
                  occurred; and

         (c)      After a Participant's Entitlement Date, the Participant may
                  make no more than one election of, or change in, the Payment
                  Form and the starting date for payment of that Payment Form
                  and only if such election or change is made before the actual
                  starting date. Thereafter, no further change may be made in
                  Payment Form or the starting date thereof, and in no event may
                  any change be made after payment starts.

No such change or revocation shall have any effect on any Deferred Amount prior
thereto.

         3.4      EMPLOYER DEFERRALS.

         (a)      DISCRETIONARY EMPLOYER DEFERRALS. The Employer shall in its
                  sole discretion have the right to make a contribution in the
                  form of an Employer Deferral on behalf of any Participant in
                  such amount and at such time or times as the Employer shall
                  determine. The Employer shall give notice to the Participant
                  of any such Employer Deferral contributed on the Participant's
                  behalf for each calendar year and of any Employer Deferral
                  Vesting Date with respect to the Participant's Annual Employer
                  Deferral Account for that calendar year. The Employer has the
                  sole discretion to determine separately with respect to each
                  Employer Deferral made on behalf of each Participant for any
                  calendar year whether the Employer Deferral will be subject to
                  a Employer Deferral Vesting Date, and if so, the Employer
                  Deferral Vesting Date will be so stated in the Participation
                  Agreement with respect to that Employer Deferral.

         (b)      NOT A REDUCTION OF COMPENSATION. Any Employer Deferral on
                  behalf of a Participant for any calendar year shall not reduce
                  the Compensation otherwise payable to the Participant for that
                  calendar year.

         (c)      BOARD APPROVAL. Not withstanding any provision in this Plan to
                  the contrary, no Employer Deferral shall be made on behalf of
                  any Participant who is a Director or officer of the Company or
                  who is a "covered employee" within the meaning of section
                  162(m) of the Code unless such Employer Deferral is determined
                  by the Committee and is approved or otherwise authorized by
                  the Board.

         3.5      VESTING.

         (a)      DEFERRED AMOUNTS. The rights of a Participant to payment of
                  the Participant's Aggregate Account Balance consisting of
                  Deferred Amounts and all receipts and expenditures
                  attributable to the investment thereof shall at all times be
                  and remain 100 percent vested.

         (b)      EMPLOYER DEFERRALS. To the extent that any Employer Deferral
                  contributed on behalf of any Participant for any calendar year
                  is subject to an Employer Deferral



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<PAGE>

                  Vesting Date that has not occurred, there shall be separate
                  accounting pursuant to Section 4.1 of any Employer Deferral on
                  behalf of that Participant for that calendar year and all
                  receipts and expenditures attributable to the investment
                  thereof, and the rights of the Participant to payment of the
                  Annual Employer Deferral Account Balance for such calendar
                  year shall remain zero percent vested until the Employer
                  Deferral Vesting Date designated for such calendar year at
                  which time the Annual Employer Deferral Account Balance for
                  such calendar year maintained pursuant to Section 4.1 shall
                  automatically become 100 percent vested. To the extent that
                  any Employer Deferral contributed for any calendar year is not
                  subject to an Employer Deferral Vesting Date (including if the
                  Employer Deferral Vesting Date has occurred), the rights of a
                  Participant to payment of the Participant's Aggregate Account
                  Balance consisting of Employer Deferrals for those calendar
                  years and all receipts and expenditures attributable to the
                  investment thereof shall at all times be and remain 100
                  percent vested. If a Participant ceases Service with the
                  Employer for reason other than a Triggering Severance before
                  any Annual Employer Deferral Account Balance becomes 100
                  percent vested, the Participant shall forfeit all rights to
                  the unvested portion of each such Annual Employer Deferral
                  Account Balance that is not fully vested. The Employer shall
                  redetermine the Participant's Aggregate Account Balance
                  debiting the unvested portion therefrom pursuant to Section
                  4.1(d), and the unvested portion debited from the
                  Participant's account shall be distributed to the order of
                  Employer, including if the Employer so directs, being returned
                  to it from any Rabbi Trust.

         3.6      FORFEITURE IN CERTAIN EVENTS.

         (a)      EVENTS OF FORFEITURE. Notwithstanding any vesting of Employer
                  Deferral pursuant to or language to the contrary contained in
                  this Plan, each Participant shall forfeit all rights to
                  receive or retain, and shall reimburse the Employer for, all
                  payments received of, all of the Participant's accounts
                  accounting for Employer Deferrals and all with all receipts
                  and expenditures attributable to the investment of such
                  Employer Deferrals, including, but not limited to, income,
                  expenses, gains, and losses, upon a finding by the Employer's
                  board of directors or any court of competent jurisdiction that
                  the Participant, during any period of Service as a Key
                  Employee or at any time thereafter without the written consent
                  of the Employer, whether in the capacity of a trustee,
                  director, employee, agent, consultant or otherwise, has
                  breached any covenant against competition, and covenant
                  against non-solicitation or any covenant otherwise protecting
                  Employer property or its confidentiality contained in any
                  valid agreement with the Employer regarding the employment or
                  compensation of the Participant.

         (b)      REALLOCATION AND REIMBURSEMENT. Upon a finding of an event of
                  forfeiture pursuant to 3.6(a) with respect to any Participant,
                  the Employer shall redetermine the Participant's Aggregate
                  Account Balance debiting all Employer Deferrals and all
                  receipts and expenditures attributable to the investment
                  thereof, and the amount debited from the Participant's
                  accounts shall be distributed to the order of Employer,
                  including if the Employer so directs, being returned to it
                  from the



                                       8
<PAGE>

                  Rabbi Trust. In addition, if directed by its board of
                  directors, the Employer shall, with and subject to the advice
                  of legal counsel, take appropriate proceedings, including
                  legal proceedings before a court competent jurisdiction, to
                  require reimbursement to the Employer by the Participant for
                  all payments received by the Participant of the Participant's
                  accounts consisting of Employer Deferrals and all receipts and
                  expenditures attributable to the investment thereof.

         (c)      TERMINATION OF OPERATION OF SECTION 3.6. Notwithstanding any
                  provision to the contrary contained in this Plan, no activity
                  by any Participant that occurs after severance of the
                  Participant's Service following a Change in Control shall be
                  found as an event of forfeiture or otherwise result in any
                  forfeiture under this Section 3.6, with the intent being that
                  the Participant shall retain all rights under this Plan
                  notwithstanding any activities of the Participant after
                  severance of the Participant's Service following a Change in
                  Control even if in breach of any covenant against competition
                  otherwise applicable to the Participant.

                                   SECTION 4.
                           ACCOUNTING AND INVESTMENTS

         4.1      SEPARATE ACCOUNTING. The Employer shall cause to be maintained
with respect to each Participant a separate accounting of all Deferred Amounts
and Employer Deferrals as follows:

         (a)      DEFERRED AMOUNT ACCOUNT. There shall be a separate accounting
                  of all Deferred Amounts made by the Participant together with
                  all receipts and expenditures attributable to the investment
                  thereof, including, but not limited to, income, expenses,
                  gains, and losses, the balance of which at any time shall be
                  known as the Participant's "DEFERRED AMOUNT ACCOUNT BALANCE".

         (b)      ANNUAL EMPLOYER DEFERRAL ACCOUNTS. To the extent that any
                  Employer Deferral contributed on behalf of any Participant for
                  any calendar year is subject to an Employer Deferral Vesting
                  Date that has not occurred, there shall be separate accounting
                  for each such calendar year of all Employer Deferrals made on
                  behalf of the Participant for that calendar year together with
                  all receipts and expenditures attributable to the investment
                  thereof for that calendar year and each period thereafter,
                  including, but not limited to, income, expenses, gains, and
                  losses, the balance of which at any time shall be known as the
                  Participant's "ANNUAL EMPLOYER DEFERRAL ACCOUNT Balance" for
                  that calendar year. Notwithstanding the forgoing, to the
                  extent that any Employer Deferral contributed for any calendar
                  year is not subject to an Employer Deferral Vesting Date or
                  the Employer Deferral Vesting Date has occurred, the separate
                  Annual Employer Deferral Account Balances for each such
                  calendar year that are or become 100 percent vested may be
                  combined and accounted for in the aggregate rather than on a
                  separate basis for each such calendar year.



                                       9
<PAGE>

         (c)      AGGREGATE ACCOUNT BALANCE. A Participant's Aggregate Account
                  Balance at any time shall be the sum of the Participant's
                  Deferred Amount Account Balance and Annual Employer Deferral
                  Account Balances for all years at such time.

         (d)      DEBITING FOR FORFEITURE. Notwithstanding the forgoing, upon
                  any cessation of the Participant's Service or other event
                  resulting in forfeiture of all or any portion of any Annual
                  Employer Deferral Account Balance of the Participant for any
                  year, the Employer shall debit from each applicable account
                  balance the portion of any Employer Deferral, including all
                  receipts and expenditures attributable to the investment
                  thereof, that is not vested pursuant to Section 3.4(c) or that
                  is forfeited in certain events pursuant to Section 3.6.

         4.2      INVESTMENT. The Employer may permit each Participant to give
instructions as to the investment of the Participant's Aggregate Account Balance
pursuant to such rules as the Employer or, with the Employer's approval, the
Administrator or trustee of the Rabbi Trust or its investment agents may from
time to time adopt. Any investment instruction shall be in writing (including
electronic communication) and meet the requirements of any rules in effect at
that time. As long as consistent with such rules, neither the Administrator nor
the Employer nor any trustee of the Rabbi Trust nor any investment agent shall
be under any duty to question any such direction or investment or to review any
securities or other property, real or personal, or to make any suggestions to
the Participant in connection therewith. Neither the Plan nor the Employer nor
the Administrator nor any such trustee nor investment agent shall be responsible
or liable for any loss or expense that may arise from or result from compliance
with any direction or from any investment directed by the Participant. Any costs
and expenses related to compliance with any such directions, including any
brokerage fees or commissions broker's commissions, mark-ups, and discounts, and
other transaction costs, shall be debited against the Participant's Aggregate
Account Balance.

                                   SECTION 5.
                      PAYMENT OF AGGREGATE ACCOUNT BALANCE

         5.1      ENTITLEMENT. On or before a Participant's Entitlement Date,
the Employer shall determine the Participant's Aggregate Account Balance
pursuant to Section 4.1, including any debiting for forfeitures pursuant to
Section 4.1(d), and the Participant shall become entitled to payment of that
Aggregate Account Balance on the Participant's Entitlement Date.

         5.2      PAYMENT. Payment of a Participant's Aggregate Account Balance
to which the Participant has become entitled pursuant to Section 5.1 shall be
made or begin in the Participant's elected Payment Form within 60 days after the
Participant's Entitlement Date.



                                       10
<PAGE>

         5.3      UNFORESEEABLE EMERGENCY. A Participant may petition the
Administrator for payment of all or any portion of the Participant's Aggregate
Account Balance earlier than the Entitlement Date upon circumstances found by
the Administrator to constitute an Unforeseeable Emergency, in which event the
Participant shall be permitted to receive payment of the portion or amount of
the Aggregate Account Balance as petitioned upon such conditions and for such
terms as the Administrator may reasonably determine in its sole discretion,
provided that the amount of payment for an Unforeseeable Emergency shall not
exceed that reasonably needed to satisfy the financial hardship. Any such
payment shall be made as soon as administratively practicable but not earlier
than the finding of the Unforeseeable Emergency. Notwithstanding the forgoing,
payment may not be made for an Unforeseeable Emergency to the extent that
resulting financial hardship is or may be relieved (a) through reimbursement or
compensation by insurance or otherwise, (b) by liquidation of the Participant's
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship or, (c) by cessation of deferrals under this Plan
pursuant to Section 3.3.

         5.4      DESIGNATED BENEFICIARIES. The Participant may designate one or
more Beneficiaries to receive all or any part of the payments of the
Participant's Aggregate Account Balance in the event of the Participant's death.
The designation shall be effective by filing a written notification with the
Administrator in such form as the Administrator may from time to time make
available for such designation. The Participant's beneficiary designation may be
changed from time to time by similar action. If no such designation is made by
the Participant, payments of the deceased Participant's Aggregate Account
Balance not otherwise determined by the Payment Form shall be paid to, in the
following order of priority, the Participant's:

         (a)      Surviving spouse, or if none;

         (b)      Children, per stirpes, or if none;

         (c)      Estate.

                                   SECTION 6.
                                 ADMINISTRATION

         6.1      ADMINISTRATOR. This Plan shall be administered by the Employer
or such other person or persons designated by the Employer. Each person so
designated shall serve until the earliest of death, if a natural person; or
resignation or removal as follows:

         (a)      Any person may resign at any time by giving written notice,
                  stating the effective date of such resignation, to each other
                  person who at such time is serving and to the Employer; and

         (b)      Any person may be removed at any time by Employer's giving
                  such person written notice, stating the effective date of such
                  removal.

The successor to fill any vacancy resulting from death, resignation, or removal
pursuant to this Section shall be filled by designation of another person by the
Employer in its sole discretion.



                                       11
<PAGE>

         6.2      COMMITTEE. If more than one person is designated by the
Employer as a committee to administer this Plan, any action that may be
authorized or taken, including any determination to be made, by the committee
may be taken either at a meeting of the committee or without a meeting by
written consent or by a combination thereof. Proceedings of the committee shall
be held, and action authorized or taken thereat, from time to time as may be
called by any committee member. The place of any meeting shall be the principal
office of the Employer or such other place as reasonably designated by the
person calling the meeting. Attendance of any committee member at any meeting
may be by personal presence, or by personal participation by telephone or other
communications equipment through which all participating can hear each other or
by presence of the member's written consent on any matter being considered.
Those members who are present in person or whose written consents on any matter
being considered are present at any meeting of the committee shall constitute a
quorum for the transaction of business at the meeting, and the act of the
majority in number of the committee by vote at any meeting or by written consent
at or without a meeting or by any combination thereof shall be the act of the
committee. Any one or more members of the committee may certify or otherwise
state in writing any action authorized by the committee, and any person may act
in reliance upon any instrument or signature reasonably believed by such person
to be genuine of any member of such committee and may assume that each committee
member signing such certificate or other writing has been duly authorized to do
so.

         6.3      AUTHORITY. The Administrator shall have all authority to
exercise each of its responsibilities set forth in this Plan and for proper
administration hereof except to the extent that such authority is reserved to,
or delegated to another person by, the Employer.

         6.4      FEES. No fee or compensation shall be paid to any person for
services provided as a member of the Committee.

         6.5      BONDING. No person serving as Administrator and no agents and
advisors employed by it shall not be required to be bonded, except as otherwise
required by ERISA.

                                   SECTION 7.
                                CLAIMS PROCEDURE

         7.1      CLAIMS. Any claim by a Participant or Beneficiary ("claimant")
for payments or other rights under this Plan shall be presented in writing
delivered to the Administrator.

         7.2      DENIALS. Any denial in whole or part to any claim presented
pursuant to Section 7.1 shall be in writing given to the claimant within a
reasonable period of time after receipt of delivery of the claim.

         7.3      REVIEW. The claimant may request review of any denial in whole
or part of a claim in so far as it related to the Payment Form, Entitlement
Date, any vesting date, the accounting of the Aggregate Account Balance and any
Annual Employer Deferral Account Balances, or the validity of any Participation
Agreement or election made therein of any Participant as follows:

         (a)      The claimant shall make such request in writing delivered to
                  the Administrator not later than 60 days after written denial
                  of a claim was given pursuant to 7.2;



                                       12
<PAGE>

         (b)      The claimant may include with such request such documents and
                  other information as the claimant deems reasonable; and

         (c)      Any decision on review of a denied claim shall be made not
                  later than 60 days after receipt of delivery of the request,
                  unless special circumstances require an extension of time for
                  processing, in which case a decision shall be rendered within
                  a reasonable period of time, but not later than 120 days after
                  receipt of delivery of the request. The decision on review
                  shall be in writing and shall include the specific reasons for
                  the decision and the specific references to the pertinent
                  provisions of this Plan on which the decision is based.

                                   SECTION 8.
                                 MISCELLANEOUS

         8.1      AMENDMENT AND TERMINATION. The Employer has the right at any
time to amend or otherwise modify any of the provisions of this Plan in any
manner that it deems advisable and reserves the right to terminate the Plan at
any time in its sole discretion.

         8.2      ADDRESSES. For purpose of any payments and notices under this
Plan, each Participant and each Beneficiary of the Participant shall have the
obligation to notify the Administrator of his or her addresses and of any
changes therein. The address for any notice to the Employer or Administrator
shall be the address of the Employer's principal office.

         (a)      All payments and notices shall, unless otherwise expressly
                  provided, be deemed to have been properly given (1) if
                  delivered by messenger, when delivered; (2) if mailed, when
                  deposited in the United States Mail, certified or registered,
                  postage prepaid, return receipt requested; (3) if emailed,
                  telexed, telegraphed or faxed, when dispatched by email,
                  telex, telegram or fax; or (4) if delivered by commercial
                  overnight express courier, freight prepaid, when delivered to
                  such courier, in every case addressed to the party at the
                  address provided in this Section.

         (b)      All notices required to be delivered shall be deemed to have
                  been delivered when (1) if delivered by messenger, when
                  delivered; (2) if mailed, on the third business day after
                  deposit in the United States Mail, certified or registered,
                  postage prepaid, return receipt requested; (3) if emailed,
                  telexed, telegraphed or faxed, two hours after being
                  dispatched by email, telex, telegram or fax if such second
                  hour falls on a business day within the hours of 9:00 a.m.
                  through 5:00 p.m. of the time in effect at the place of
                  receipt, or at 9:00 a.m. on that business day if the second
                  hour is before 9:00 a.m., or at 9:00 a.m. on the next business
                  day thereafter if such second hour is later than 5:00 p.m. or
                  other than on a business day, or (4) if delivered by
                  commercial overnight express courier, freight prepaid, the
                  next business day after delivery to such courier in every case
                  addressed to the party at the address provided in this
                  Section.

         8.3      SUBJECT TO CLAIMS OF EMPLOYER CREDITORS. To satisfy its
obligations for payment of Aggregate Account Balance to Participants and
Beneficiaries, the Employer shall


                                       13
<PAGE>

cause all Deferred Amounts and Employer Deferrals by or on behalf of all
Participants to be paid to the trustee (the "Trustee") of a certain "Rabbi"
trust (the "Rabbi Trust") created by the Employer to hold such assets for such
purpose. Notwithstanding the assets held by the trustee under the Rabbi Trust,
the Employer shall remain liable to make, or cause to made, all payments of such
Aggregate Account Balance as they become due. Notwithstanding any accounting to
the credit of Participants pursuant to Section 4.1 or transfer to the trustee of
the Rabbi Trust pursuant to this Section, neither the Participant nor any
Beneficiary shall have any claim to any assets of the Employer other than as a
general unsecured creditor, and any assets held by the Rabbi Trust shall remain
subject to claims of the Employer's creditors.

         8.4      NO SPECIAL EMPLOYMENT RIGHTS. Nothing contained in this Plan
shall be construed as a contract of employment or deemed to give any Participant
the right to be retained in the employ of the Employer or any equity or other
interest in the assets, business, or affairs of the Employer. A Participant
hereunder shall not have a security interest in assets of the Employer used to
make contributions or pay benefits.

         8.5      TAX WITHHOLDING. The Employer shall make or cause to be made
provision for the reporting and withholding of any federal, state, local, or
foreign taxes that may be required to be withheld with respect to any payment of
Aggregate Account Balance pursuant to this Plan with the appropriate taxing
authorities.

         8.6      NON-ASSIGNMENT. Neither any Participant nor Beneficiary shall
have any right to assign, transfer, pledge, or otherwise convey the right to
receive any amount or payments which may become due under this Plan. Any such
attempted assignment, transfer, pledge, or other conveyance shall not be
recognized by the Employer.

         8.7      MISCELLANEOUS. If any provision of this Plan is or becomes
invalid, illegal, or unenforceable in any jurisdiction for any reason, such
invalidity, illegality, or unenforceability shall not affect the remainder of
this Plan, and the remainder of this Plan shall be construed and enforced as if
such invalid, illegal, or unenforceable portion were not contained herein. This
agreement shall be governed by and construed in English language under the laws
of the State of Ohio, United States of America.

                                    SIGNATURE

         IN WITNESS WHEREOF, the Employer has caused this Plan to be executed as
of October 29, 2003.

                                     PROCENTURY CORPORATION



                                     /s/ John A. Marazza
                                     -------------------------------------------
                                     John A. Marazza, Executive Vice President,
                                     Chief Operating Officer and Secretary




                                       14
<PAGE>

         For Participants who will NOT receive an Employer Deferral for the year


                             PARTICIPATION AGREEMENT
                                       FOR
                THE PROCENTURY CORPORATION DEFERRED COMPENSATION
                                      PLAN

     _____________________________________ (the "Participant") is an eligible
Key Employee designated or is a Director eligible for participation in The
ProCentury Corporation Deferred Compensation Plan. This Participation Agreement
evidences the Participant's participation in the Plan for the calendar year
ending December 31, 20___. All capitalized terms defined in the Plan shall have
the same meaning as used herein.

DEFERRED AMOUNT. The Participant hereby irrevocably elects that the following
amount of Compensation for the calendar year shall be withheld for deferral
pursuant to Section 3.2 of the Plan as follows:

     ----------------------------------------------------------------------
     You  may elect to have the Deferred Amount withheld from either salary
          or any separate bonus or incentive pay or both by completing the
          following:
     ----------------------------------------------------------------------

SALARY. From periodic payments of my Compensation over the calendar year:

     -----------------------------------------------------------------
     Please complete only ONE of the following Salary withholdings, if
     applicable:
     -----------------------------------------------------------------

     The fixed amount of $________________________ until _______________________
     ___________________________________________________________________________
     and thereafter the fixed amount of $________________________ from the gross
     amount of each periodic payment of such Compensation, or

     The fixed percentage of _____________ percent until _______________________
     ___________________________________________________________________________
     and thereafter the fixed percentage of _____________ percent of the gross
     amount of each periodic payment of such Compensation.

     BONUS. From any bonus or incentive pay that may be payable during the
     calendar year separately from my periodic payments of my Compensation for
     the year, the fixed amount of $________________________ from, or the fixed
     percentage of _____________ percent of, the gross amount of any such bonus
     or incentive pay that may be payable on or about the following date:
     ________________________.

     ----------------------------------------------------------------------
     You may change your "Deferred Amount" to take effect for any calendar
     month during the calendar year by completing, signing, and returning
     another form of Participation Agreement completed to show the Deferred
     Amount as so changed as long as it is received at least one month
     before the calendar month for which the change is to take effect.
     ----------------------------------------------------------------------


<PAGE>


INVESTMENT FUNDS. I understand that I must elect the investment funds that will
be used to determine the income, expenses, gains, and losses credited to my
accounts of Deferred Amounts and Employer Deferrals under the Plan. I understand
that my election at this time supersedes any previous investment election or
instruction that I have made under the Plan. I hereby elect that my account
balances under the Plan shall credited as if invested in the following
percentages in the following investments:

     ----------------------------------------------------------------------
     Please complete the following in increments of 1%. The sum of the
     column "Percentage" must total 100%
     ----------------------------------------------------------------------

     ---------------------------------------------------------------------------
     Investment                           Percentage
     ---------------------------------------------------------------------------
                                          %
     ---------------------------------------------------------------------------
                                          %
     ---------------------------------------------------------------------------
                                          %
     ---------------------------------------------------------------------------
                                          %
     ---------------------------------------------------------------------------
                                          %
     ---------------------------------------------------------------------------
     TOTAL                                100                  %
     ---------------------------------------------------------------------------

--------------------------------------------------------------------------------
Your election will remain in effect until this election is changed. You may
change your election by completing, executing and returning another
Participation Agreement or other form provided for this purpose by the
Administrator. The investment elections available for you to elect under the
Plan may be changed from time to time. In such event that the forms available
for election are changed, you will be notified if any form of investment that
you elected is no longer available, and you will have the opportunity of
changing your election. If you do not timely change your election or if any form
of investment elected is no longer available, the Employer reserves the right to
reallocate that elected investment form among other available forms.
--------------------------------------------------------------------------------

ENTITLEMENT DATE. I elect as the Entitlement Date on which I or my
Beneficiary become entitled to payment of my Aggregate Account Balance the
following date:

            ---------------------------------------------------
            Please mark and complete only ONE of the following:
            ---------------------------------------------------

___  Severance from my Service for any reason (including death);

___  If my Service is terminated for any reason other than death before my
     Normal Retirement Age, upon the following date, ___________________________
     ____________________, and if I die before such date, upon my death;

___  If my Service is terminated for any reason (including death) before my
     Normal Retirement Age, upon the following date, ___________________________
     ____________________________;

___  Regardless of when my Service is terminated, upon the following date,
     ________________________________________________ , or if I die before
     such date, upon my death;

___  Regardless of when my Service is terminated or death occurs, upon the
     following date, ______________________________________________


                                     2
<PAGE>

___  Other describe: ___________________________________________________________
     ___________________________________________________________________________

     ----------------------------------------------------------------------
     You may change your "Entitlement Date" by completing, executing, and
     returning another form of Participation Agreement completed to show
     the Entitlement Date as so changed as long as it is received before
     the calendar year of the Entitlement Date that you marked and
     completed above.
     ----------------------------------------------------------------------

PAYMENT FORM. I elect as the Payment Form for payment of my Aggregate Account
Balance under the Plan the following:

               ---------------------------------------------------
               Please mark and complete only ONE of the following:
               ---------------------------------------------------

___  Lump sum to be paid within 60 days after my Entitlement Date;

___  In the form of an annuity to be purchased from my Aggregate Account
     Balance, payment of which will begin within 60 days after my Entitlement
     Date, payable as follow describe: _________________________________________
     ___________________________________________________________________________
     _________________________________________________________________

     ----------------------------------------------------------------------
     Any Payment Form elected must conform to all limitations in the
     definition of "Payment Form" contained in the Plan. If no form of
     payment is made available for election or no other form of payment is
     so elected or if any form of payment elected is not valid, the Payment
     Form shall be lump sum.

     You may change your "Payment Form" by completing, executing, and
     returning another form of Participation Agreement completed to show
     the Payment Form as so changed as long as it is received before the
     calendar year of the Entitlement Date that you marked and completed
     above.

     After your Entitlement Date, you may make no more than one election
     of, or change in, the Payment Form and the starting date for payment
     of that Payment Form and only if such election or change is made
     before the actual starting date. Thereafter, no further change may be
     made in Payment Form or the starting date thereof, and in no event may
     any change be made after payment starts.
     ----------------------------------------------------------------------

BENEFICIARY. I hereby designate the following as my Beneficiary in the case of
my death:

     (1) _______________________________________________________________________
     ___________________________________________________________________________
     _________________________________________________________________

     (2) If the Beneficiary (Beneficiaries) named in (1) above is not living on
     the date payments become payable to such Beneficiary:

                                       3
<PAGE>
     ___________________________________________________________________________
     ___________________________________________________________________________
     _________________________________________________________________

     ----------------------------------------------------------------------
     This Beneficiary designation revokes all prior designations made by
     the undersigned and is subject to all the terms of the Plan.

     You may change your "Beneficiary" by completing, executing, and
     returning another form of Participation Agreement completed to show
     the Beneficiary as so changed as long as it is received before your
     Entitlement Date.
     ----------------------------------------------------------------------

ELECTION DATE. The due date by which you must return this Participation
Agreement completed and signed by you in order to be effective for the calendar
year is _____________. You should return your completed and signed Participation
Agreement to:

                              ________________
                              ________________
                              ________________

AUTHORIZATION. I acknowledge that I have knowingly and voluntarily decided to
participate in the Plan and to have Deferred Amounts and other amounts
contributed to the Plan. I understand that:

(a)  My Aggregate Account Balance and the other assets of the Plan remain
     subject to the claims of the Employer's general creditors until received by
     me or my Beneficiary.

(b)  The Plan is a defined contribution plan, and my benefit will be my
     Aggregate Account Balance and whatever Payment Form can be purchased with
     that Aggregate Account Balance my Entitlement Date.

(c)  The Employer is not responsible for any loss that may be sustained as a
     result of any elections made by me pursuant to this Participation Agreement
     or that may be sustained by my Aggregate Account Balance as a result of any
     investment thereof.

(d)  My rights to Employer Deferrals under this Plan, even if vested, are
     subject to forfeiture for certain prohibited activities as provided in
     Section 3.6.

Dated:
       ------------------------------
                                        ----------------------------------------
                                        Signature of Participant


                                        ----------------------------------------
                                        Printed name of Participant

--------------------------------------------------------------------------------
This Participation Agreement is not valid or binding until it is accepted as
properly completed and signed by the Employer or Administrator.
--------------------------------------------------------------------------------



                                       4
<PAGE>


                                    ACCEPTED:


Dated:
       ------------------------------   ----------------------------------------
                                        Signature on behalf of the Administrator






                                       5
<PAGE>

                  NOTICE AND PARTICIPATION AGREEMENT REGARDING
                              EMPLOYER DEFERRAL FOR
                THE PROCENTURY CORPORATION DEFERRED COMPENSATION
                                      PLAN

     ALL CAPITALIZED TERMS DEFINED IN THE PLAN SHALL HAVE THE SAME MEANING
                                AS USED HEREIN.

                           NOTICE OF EMPLOYER DEFERRAL

                      ------------------------------------
                      TO BE COMPLETED BY THE EMPLOYER ONLY
                      ------------------------------------

     ProCentury Corporation is pleased to announce that it has or will be making
a contribution in the form of an Employer Deferral for the account of __________
________________ (the "Participant") who is an eligible Key Employee designated
or is a Director eligible for participation in The ProCentury Corporation
Deferred Compensation Plan for the calendar year ending _________________, 20___
pursuant to the following terms:

AMOUNT OF EMPLOYER DEFERRAL. The amount of the Employer Deferral is or will
equal __________________________________________________________________________
_______________________________________________________________________

EMPLOYER DEFERRAL VESTING DATE: The date upon which your rights to payment of
the Employer Deferral for this calendar year becomes vested is _________________
________________________________________________________________________________
______________________________________ (which is known as your Employer Deferral
Vesting Date for this year's Employer Deferral). Notwithstanding the forgoing,
your Employer Deferral shall automatically become 100 percent vested upon
severance of your Service (a) for reason of death or Disability Retirement or
(b) at any time on or after your Normal Retirement Age or (c) within three years
after a Change in Control.

                             PARTICIPATION AGREEMENT

                       ----------------------------------
                       TO BE COMPLETED BY THE PARTICIPANT
                       ----------------------------------

     This Participation Agreement evidences the Participant's elections
regarding the Employer Deferral described for the calendar year as described
above.

PAYMENT FORM. I elect as the Payment Form for payment of my Aggregate Account
Balance under the Plan the following:

     ---------------------------------------------------
     Please mark and complete only ONE of the following:
     ---------------------------------------------------

___  Lump sum to be paid within 60 days after my Entitlement Date;




<PAGE>

___  In the form of an annuity to be purchased from my Aggregate Account
     Balance, payment of which will begin within 60 days after my Entitlement
     Date, payable as follow describe: _________________________________________
________________________________________________________________________________
_____________________________________________________________________

--------------------------------------------------------------------------------
Any Payment Form elected must conform to all limitations in the definition of
"Payment Form" contained in the Plan. If no form of payment is made available
for election or no other form of payment is so elected or if any form of payment
elected is not valid, the Payment Form shall be lump sum.

You may change your "Payment Form" by completing, executing, and returning
another form of Participation Agreement completed to show the Payment Form as so
changed as long as it is received before the calendar year of the Entitlement
Date that you marked and completed above.

After a your Entitlement Date, you may make no more than one election of, or
change in, the Payment Form and the starting date for payment of that Payment
Form and only if such election or change is made before the actual starting
date. Thereafter, no further change may be made in Payment Form or the starting
date thereof, and in no event may any change be made after payment starts.
--------------------------------------------------------------------------------

INVESTMENT FUNDS. I understand that I must elect the investment funds that will
be used to determine the income, expenses, gains, and losses credited to my
accounts of Deferred Amounts and Employer Deferrals under the Plan. I understand
that my election at this time supersedes any previous investment election or
instruction that I have made under the Plan. I hereby elect that my account
balances under the Plan shall credited as if invested in the following
percentages in the following investments:

     ----------------------------------------------------------------------
     Please complete the following in increments of 1%. The sum of the
     column "Percentage" must total 100%
     ----------------------------------------------------------------------

     ---------------------------------------------------------------------------
     Investment                               Percentage
     ---------------------------------------------------------------------------
                                              %
     ---------------------------------------------------------------------------
                                              %
     ---------------------------------------------------------------------------
                                              %
     ---------------------------------------------------------------------------
                                              %
     ---------------------------------------------------------------------------
                                              %
     ---------------------------------------------------------------------------
     TOTAL                                    100                  %
     ---------------------------------------------------------------------------

--------------------------------------------------------------------------------
Your election will remain in effect until this election is changed. You may
change your election by completing, executing and returning another
Participation Agreement or other form provided for this purpose by the
Administrator. The investment elections available for you to elect under the
Plan may be changed from time to time. In such event that the forms available
for election are changed, you will be notified if any form of investment that
you elected is no longer available, and you will have the opportunity of
changing your election. If you do not timely


                                       2

<PAGE>

change your election or if any form of investment elected is no longer
available, the Employer reserves the right to reallocate that elected investment
form among other available forms.
--------------------------------------------------------------------------------

BENEFICIARY. I hereby designate the following as my Beneficiary in the case of
my death:

     (1)  ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

     (2)  If the Beneficiary (Beneficiaries) named in (1) above is not living on
          the date payments become payable to such Beneficiary:
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________

     ----------------------------------------------------------------------
     This Beneficiary designation revokes all prior designations made by
     the undersigned and is subject to all the terms of the Plan.

     You may change your "Beneficiary" by completing, executing, and
     returning another form of Participation Agreement completed to show
     the Beneficiary as so changed as long as it is received before your
     Entitlement Date.
     ----------------------------------------------------------------------

ELECTION DATE. The due date by which you must return this Participation
Agreement completed and signed by you in order to be effective for the calendar
year is _____________________. You should return your completed and signed
Participation Agreement to:

                              ________________
                              ________________
                              ________________

AUTHORIZATION. I acknowledge that I have knowingly and voluntarily decided to
participate in the Plan with respect to the Employer Deferral described above
and other amounts contributed to the Plan. I understand that:

(a)  My Aggregate Account Balance and the other assets of the Plan remain
     subject to the claims of the Employer's general creditors until
     received by me or my Beneficiary.

(b)  The Plan is a defined contribution plan, and my benefit will be my
     Aggregate Account Balance and whatever Payment Form can be purchased
     with that Aggregate Account Balance my Entitlement Date.

(c)  The Employer is not responsible for any loss that may be sustained as
     a result of any elections made by me pursuant to this Participation
     Agreement or that may be sustained by my Aggregate Account Balance as
     a result of any investment thereof.

(d)  My rights under this Plan, even if vested, are subject to forfeiture
     for certain prohibited activities as provided in Section 3.6.



                                     3
<PAGE>

Dated:
       -----------------------------

                                      ------------------------------------------
                                      Signature of Participant



                                      ------------------------------------------
                                      Printed name of Participant

--------------------------------------------------------------------------------
This Participation Agreement is not valid or binding until it is accepted as
properly completed and signed by the Employer or Administrator.
--------------------------------------------------------------------------------


                                    ACCEPTED:


Date:
       -----------------------------    ----------------------------------------
                                        Signature on behalf of the Administrator




                                     4