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                                                                   Exhibit 10.10









PROCENTURY CORPORATION


ANNUAL INCENTIVE PLAN

[To Be Dated the Effective Date of the IPO]





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                                TABLE OF CONTENTS

SECTION 1. ESTABLISHMENT AND PURPOSE...........................................1

SECTION 2. DEFINITIONS.........................................................1

         2.1      Definitions..................................................1

SECTION 3. ADMINISTRATION......................................................5

         3.1      Powers and Authority.........................................5
         3.2      Determinations...............................................5
         3.3      Delegation...................................................5
         3.4      Books and Records............................................5
         3.5      Indemnification..............................................6

SECTION 4. PARTICIPATION.......................................................6

         4.1      Participation................................................6
         4.2      Continuing Participation.....................................6

SECTION 5. TARGET INCENTIVE AWARDS,  INCENTIVE AWARDS AND PERFORMANCE GOALS....6

         5.1      In General...................................................6
         5.2      Criteria for Performance Goals...............................6
         5.3      Limit on Incentive Awards....................................7

SECTION 6. VALUATION AND PAYMENT OF INCENTIVE AWARDS...........................7

         6.1      Amount of Award..............................................7
         6.2      Adjustments to Amount of Award...............................7

SECTION 7. MANNER OF PAYMENT...................................................8

SECTION 8. FORFEITURE..........................................................8

SECTION 9. AMENDMENT AND TERMINATION OF PLAN...................................8

SECTION 10. MISCELLANEOUS PROVISIONS...........................................9

         10.1     Benefits Not Guaranteed......................................9
         10.2     No Right to Participate......................................9
         10.3     Uniformity...................................................9
         10.4     Employment Right.............................................9
         10.5     Assignment...................................................9
         10.6     Unfunded Plan................................................9
         10.7     Tax Withholding..............................................9
         10.8     Notices.....................................................10
         10.9     Severability................................................10
         10.10    Governing Law...............................................10
         10.11    Effective Date..............................................10

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                             PROCENTURY CORPORATION
                              ANNUAL INCENTIVE PLAN

                                   SECTION 1.
                            ESTABLISHMENT AND PURPOSE

         The purpose of the Plan is to advance the interests of ProCentury and
its shareholders by providing certain of its corporate officers and key
employees with annual incentive compensation which is tied to the achievement of
pre-established and objective performance goals. The Plan is intended to provide
Participants with annual incentive compensation which is not subject to the
deduction limitation rules prescribed under section 162(m) of the Code and
should be construed to the extent possible as providing for remuneration which
is "qualified performance-based compensation" within the meaning of section
162(m) of the Code and the regulations promulgated thereunder.

                                    SECTION 2.
                                   DEFINITIONS

         2.1   DEFINITIONS. The following terms shall have the following
meanings as used in this Plan:

         (a)   "ACCOUNTING DATE" means the last day of a Performance Period.

         (b)   "ANNUAL PAYMENT DATE" means the ______________ next following the
               end of each Performance Period.

         (c)   "BASE SALARY" means with respect to any Participant for any
               Performance Period, the annual rate of salary of the Participant
               in effect at the time the Target Incentive Award established and
               approved for the Participant for that Performance Period.

         (d)   "BENEFICIARY" means each person, trust or entity designated by
               the Participant, on the form provided by the Company, to receive
               any amount payable under the Plan in the event of a Participant's
               death, or in the absence of such a designation, the Participant's
               estate.

         (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 Incentive Award 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)   "CEO" means at any time the person serving or acting at such time
               as the chief executive officer of ProCentury.




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         (g)   "CHANGE OF CONTROL" of ProCentury means: (1) A 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; (2) 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 (3) approval by the security-holders of
               ProCentury of a plan of complete liquidation or dissolution of
               ProCentury.

         (h)   "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         (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 Award 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. and a "non-employee director" under
               Rule 16b-3 of the Exchange Act.

         (j)   "COMPANY" means ProCentury, each of its Subsidiaries, and
               successors, and assigns of each of the forgoing.

         (k)   "DISABILITY" 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 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.



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         (l)   "EXECUTIVE" means the corporate officers of the Company and such
               other key employees designated by the Committee and approved by
               the Board.

         (m)   "FAIR MARKET VALUE" means, as of any date, the value of a share
               of Stock or other property as determined by the Board, in its
               sole discretion, or by ProCentury, in its sole discretion, if
               such determination is expressly allocated to ProCentury herein,
               subject to the following:

               (1)  If there is a trading market for the Stock, the Fair Market
                    Value of a share of Stock shall be the daily trading price
                    as of the close of market (or, if there is no such closing
                    price, the mean of the closing bid and asked prices) on such
                    date quoted by Nasdaq or such other national or regional
                    securities exchange or market system constituting the
                    primary market for the Stock, as reported in the Wall Street
                    Journal or such other source as ProCentury deems reliable.
                    If the relevant date does not fall on a day on which the
                    Stock was traded, Fair Market Value shall be such closing
                    price (or the mean of the closing bid and asked prices)
                    quoted for the most recent day prior to such date on which
                    the Stock was so traded.

               (2)  If there is no public market for the Stock, the Fair Market
                    Value of a share of Stock shall be as determined by the
                    Board without regard to any restriction other than a
                    restriction which, by its terms, will never lapse.

          (n)  "FOR CAUSE" means with respect to any Participant: (1) being
               convicted of, pleading guilty to, or confessing to any act of
               fraud, misappropriation or embezzlement against the Company or
               being convicted of or pleading guilty to a felony; (2) willfully
               ,other than pursuant to the advice of Company legal counsel,
               violating or causing the Company to violate a law which, in the
               opinion of Company legal counsel, is reasonable grounds for civil
               or criminal penalties against the Company or its Board; (3) not
               correcting within thirty (30) days after receipt of notice any
               act or omission that, in the opinion of the Company's legal
               counsel, gives rise to a cause of action by the Company or its
               Board personally against the employee to specifically enforce or
               restrain some action for purpose of avoiding some loss or damage,
               or to recover losses or damages, for an amount in excess of
               $10,000; (4) not correcting within thirty (30) days after receipt
               of notice any act of dishonesty against the Company; (5) failing
               within thirty (30) days after receipt of notice to cure any
               violations of any covenants of the employee to maintain
               confidentiality of Company information, properly use and return
               when required Company property, not compete with Company
               business, or not solicit Company agents, employees or customers
               contained in any employment or other agreement with the Company.

          (o)  "INCENTIVE AWARD" means the amount awarded and paid to a
               Participant during a Performance Period that is based upon the
               Target Incentive Award and the degree of achievement of
               Performance Goals for the Performance Period.



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          (p)  "PARTICIPANT" means an Executive of the Company who is designated
               by the Committee and approved by the Board for participation in
               the Plan for a Performance Period.

          (q)  "PERFORMANCE GOALS" means any one or more criteria and objectives
               established by the Committee and approved by the Board that must
               be satisfied during a Performance Period as a condition of the
               Participant's receipt of an Incentive Award for such Performance
               Period. Notwithstanding the foregoing, the Performance Goals for
               any Performance Period established for any Participant shall
               include any goal required to be included for such Performance
               Period by the Participant's employment agreement with the
               Company.

          (r)  "PERFORMANCE PERIOD" means the period over which the achievement
               of Performance Goals will be measured. Unless otherwise provided,
               the Performance Period shall be a calendar year.

          (s)  "PLAN" shall mean ProCentury Corporation Annual Incentive Plan.

          (t)  "PROCENTURY" shall mean the ProCentury Corporation.

          (u)  "QUALIFIED RETIREMENT" means at any time, unless otherwise
               defined in the notice of a Target Incentive Award of the
               Participant, termination of a Participant's Service after the sum
               of the Participant's (1) years of Service and (2) years of age
               equals or exceeds seventy-five (75).

          (v)  "SERVICE" means a Participant's employment or service with the
               Company in the capacity of an Executive. The Participant's
               Service shall not be deemed to have terminated merely because of
               a change in the capacity in which the Participant renders Service
               to the Company or a change in the form of organization of
               ProCentury or any Subsidiary for which the Participant renders
               such Service; provided, however, the Service of a Participant
               shall be deemed to have terminated if Participant is demoted so
               that the Participant's employment status is no longer that of an
               Executive. Furthermore, a Participant's Service shall not be
               deemed to have terminated if the Participant takes any military
               leave, sick leave, or other bona fide leave of absence approved
               by ProCentury or, if applicable, the Subsidiary, provided,
               however, that if any such leave exceeds ninety (90) days, on the
               ninety-first (91st) day of such leave the Participant's Service
               shall be deemed to have terminated unless the Participant's right
               to return to Service with the Company or is guaranteed by statute
               or contract. The Participant's Service shall be deemed to have
               terminated either upon an actual termination of Service or, if
               the Service is with a Subsidiary, upon that organization's
               ceasing to be a "Subsidiary" within the meaning of this Plan.
               Subject to the foregoing, ProCentury, in its sole discretion,
               shall determine whether the Participant's Service has terminated
               and the effective date of such termination.

          (w)  "STOCK" means at any date the Common Shares of ProCentury, as
               adjusted from time to time through such date for any change in
               the capital structure ProCentury,


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               such as stock dividend, stock split, reverse stock split,
               recapitalization, combination, reclassification or similar
               change.

          (x)  "SUBSIDIARY" means at any time any organization, corporate or
               noncorporate, in an unbroken chain of organizations beginning
               with the Company if, at the time, each of the organizations to
               the last organization in the chain owns 50 percent or more of the
               total combined voting power of all classes' capital stock or
               other beneficial interests of such organization. "TARGET
               INCENTIVE AWARD" means the target award established by the
               Committee and approved by the Board for each Participant for an
               applicable Performance Period. The target bonus will be expressed
               as a percentage of a Participant's base salary, based upon such
               criteria as may be approved by the Committee, or otherwise as the
               Committee may determine appropriate with input from the CEO.

                                   SECTION 3.
                                 ADMINISTRATION

          3.1  POWERS AND AUTHORITY. Except as specifically provided elsewhere
in this Plan, the Plan shall be administered by the Committee. The Committee
shall administer the Plan in accordance with any rules, policies, or procedures,
which it deems appropriate. Subject to the provisions of the Plan, the Committee
shall have full and complete authority to: (a) construe, interpret and implement
the Plan; (b) to prescribe, amend and rescind rules relating to the Plan; (c)
exercise all of the powers granted to it under the Plan; (d) to make any factual
determination which it believes necessary or advisable for the administration of
the Plan; (e) to determine the conditions subject to which the Incentive Awards
may be made or payable; and (f) to make any other determinations which it
believes necessary or advisable for the administration of the Plan.

          3.2  DETERMINATIONS. All determinations made by the Committee shall be
final and binding upon all persons (subject only to the overall authority of the
Board), including any Participant and Beneficiary or other person claiming
through or on behalf of such Participant. Such determinations need not be
uniform and may be made selectively among persons who receive, or are eligible
to receive Incentive Awards under the Plan. The Committee is intended to have
final authority (subject to the overall authority of the Board) to determine
which Executives are Participants for each Performance Period under Section 4
and the Target Incentive Awards, the applicable Performance Goals and the
criteria and objectives for determining Performance Goals for such Performance
Periods under Section 5.

          3.3  DELEGATION. The Committee may delegate to one or more of its
members or to any other person or persons such ministerial duties, as it may
deem advisable. The Committee may also employ attorneys, consultants,
accountants or other professional advisors and shall be entitled to rely upon
the advice, opinions or valuations of any such advisors.

          3.4  BOOKS AND RECORDS. The Committee and others to whom the Committee
has delegated such duties shall keep a record of all their proceedings and
actions and shall maintain all such books of account, records and other data as
shall be necessary for the proper administration of the Plan.



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          3.5  INDEMNIFICATION. The Committee shall not be personally liable for
any action, interpretation or determination made with respect to the Plan or
Incentive Award made thereunder, and the Committee shall be indemnified and
protected by Company with respect to any liability he/she may incur with respect
to any such action, interpretation or determination, to the extent permitted by
applicable law.

                                   SECTION 4.
                                  PARTICIPATION

          4.1  PARTICIPATION. Prior to the commencement of each Performance
Period, the Committee shall designate, subject to approval of the Board, the
Executives of the Company who are Participants for the Performance Period. Only
those Executives so approved shall be Participants for such Performance Period.

          4.2  CONTINUING PARTICIPATION. The designation or approval of an
Executive as a Participant for any Performance Period shall not entitle the
Executive to be a Participant for any subsequent Performance Period unless
designated and approved for that Performance Period.

                                   SECTION 5.
                            TARGET INCENTIVE AWARDS,
                     INCENTIVE AWARDS AND PERFORMANCE GOALS

          5.1  IN GENERAL. Prior to the commencement of each Performance Period
or as soon as possible thereafter, the Committee shall establish, subject to
approval of the Board, for each Participant the Target Incentive Awards for such
Performance Period, the applicable Performance Goals for such Performance
Period, and the amount of Incentive Award payable under the Plan based on the
degree of achievement of the applicable Performance Goals. The Performance Goals
established by the Committee and approved by the Board may be different for each
Performance Period. As soon as possible after the establishment of the Target
Incentive Awards and Performance Goals, each Participant shall be notified in
writing of the Target Incentive Awards and the corresponding Performance Goals.

          5.2  CRITERIA FOR PERFORMANCE GOALS. The Committee, shall establish,
subject to approval of the Board, for each Performance Period the Performance
Goals upon which the Target Incentive Awards will be based. For each Performance
Period, the Committee shall specify the criteria and objectives used to
determine the Performance Goals, including but not limited to, the price of the
Stock; market share; sales; units sales volume; return on equity; assets,
capital or sales; economic profit; total shareholder return; costs; margins;
earning(s) per share; cash flow; customer satisfaction; pre-tax profit;
operating profit; earnings before interest and taxes; earnings before interest,
taxes, depreciation and amortization; debt/capital ratio; revenues from new
product development; percentage of revenues derived from designated lines of
business; and any combination of the foregoing. The Committee may establish
minimum Performance Goals that must be satisfied before an Incentive Award will
be payable to a Participant. The intent is that Target Incentive Awards will not
to the extent possible result in loss of a deduction by the Company under
Section 162(m) of the Code, and to the extent that the Company is subject to
such Section 162(m), the terms and amounts of Target Incentive Awards for
employees constituting covered employees within the meaning of Section 162(m)
shall take


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into account the limits on deduction of that Section. The Committee shall have
the discretion to adjust, at any time, the Performance Goals for any Performance
Period as it deems appropriate.

          5.3  LIMIT ON INCENTIVE AWARDS. In no event may a Participant's
Incentive Award actually determined for any Performance Period exceed 150
percent of the Participant's Target Incentive Award for that Performance Period
without express approval by the Board of such Incentive Award after
determination of the actual amount thereof, and unless the Board otherwise
determines, payment of the amount of any Incentive Award in excess of 150
percent of the Participant's Target Incentive Award shall be in shares of Stock
or other property having a Fair Market Value equal to such excess.

                                   SECTION 6.
                   VALUATION AND PAYMENT OF INCENTIVE AWARDS

          6.1  AMOUNT OF AWARD. A Participant shall be eligible to receive
payment of a Target Incentive Award only to the extent that the Performance
Goals for such Target Incentive Award are achieved and the Target Incentive
Award, as applied against such Performance Goals, determines that all or some
portion of such Participant's Target Incentive Award has been earned for the
Performance Period. As soon as practicable after the end of a Performance
Period, the Committee shall meet to review and certify in writing whether, and
to what extent, the Performance Goals for the Performance Period have been
achieved and, if so, to calculate and certify in writing that amount of the
Target Incentive Award earned by each Participant for such Performance Period
based upon such Participant's Target Incentive Award. The Committee shall then
determine, or under its direction determine, with input from the CEO, the amount
of the Incentive Award payable to each Participant and in so doing may use
discretion to adjust the Incentive Award based on the degree of achievement of
the applicable Performance Goals for each Performance Period, subject to any
limitations of any applicable provision of law, including Section 162(m), of the
Code.

          6.2  ADJUSTMENTS TO AMOUNT OF AWARD. Except as otherwise provided
below, a Participant shall not be entitled to receive an Incentive Award for any
Performance Period unless in the Service of the Company for the entire
Performance Period through its Accounting Date:

               (a)  QUALIFIED RETIREMENT, DISABILITY, OR DEATH. Unless otherwise
                    provided in the Participant's employment agreement with the
                    Company or the Committee otherwise provides with respect to
                    the Target Incentive Award at the time it is established for
                    the Participant, a Participant whose Service ceases before
                    the end of a Performance Period because of Qualified
                    Retirement, Disability, or Death shall receive an Incentive
                    Award after the end of the Performance Period equal to the
                    Incentive Award that the Participant would have received if
                    the Participant had been a Participant during the entire
                    Performance Period, prorated by multiplying such Incentive
                    Award by the ratio of the number of calendar months of
                    Service (disregarding fractions of less than a full calendar
                    month) completed by the Participant during the Performance
                    Period to the total number of calendar months in that
                    Performance Period.



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               (b)  CHANGE IN EMPLOYMENT STATUS. Unless otherwise provided in
                    the Participant's employment agreement with the Company or
                    the Committee otherwise provides with respect to the Target
                    Incentive Award at the time it is established for the
                    Participant, a Participant whose Service is deemed
                    terminated prior to the end of the Performance Period
                    because of a demotion so that the Participant's employment
                    status is no longer that of an Executive or because of a
                    leave exceeding ninety (90) days shall receive an Incentive
                    Award after the end of the Performance Period equal to the
                    Incentive Award that the Participant would have received if
                    the Participant had been a Participant during the entire
                    Performance Period, prorated by multiplying such Incentive
                    Award by the ratio of the number of calendar months of
                    Service (disregarding fractions of less than a full calendar
                    month) completed by the Participant during the Performance
                    Period to the total number of calendar months in that
                    Performance Period.

               (c)  NEW EXECUTIVES. In the case of an Executive recently hired
                    by Company, the Committee shall have discretion, subject to
                    approval of the Board, to allow such Executive to
                    participate in the Plan on a prorated basis.

                                   SECTION 7.
                               MANNER OF PAYMENT

         Except as otherwise provided in this Plan, payment of each Incentive
Award will be made in a cash lump sum payment or, at the discretion of the
Committee, in Stock equal to the Fair Market Value of the amount of the
Incentive Award. Payment shall be made as soon as administratively possible
after each Accounting Date, but in no event later than the Annual Payment Date.
Deposit of any sum in any financial institution to the credit of any Participant
or Beneficiary shall constitute payment into the hands of that Participant or
Beneficiary.

                                   SECTION 8.
                                   FORFEITURE

         Unless otherwise provided in the Participant's employment agreement
with the Company or the Committee otherwise provides with respect to the Target
Incentive Award at the time it is established for the Participant, any
Participant shall forfeit each Incentive Award for all Performance Periods if
required by applicable law or if the Participant is terminated For Cause as
determined by the Committee; and in such event, neither the forfeiting
Participant nor any Beneficiary shall be entitled to payment of any Incentive
Award that is unpaid with respect to any prior Performance Period or to any
Incentive Award for any current or future Performance Period.

                                   SECTION 9.
                        AMENDMENT AND TERMINATION OF PLAN

         The Board may, at any time in its sole discretion, terminate or amend
the Plan, provided that no termination or amendment shall be made that will
impair the right of a Participant to receive an Incentive Award for any
Performance Period ending prior to the year in which the termination or
amendment is adopted, or if later, effective. No amendment adopted after the
start


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of a Performance Period may directly or indirectly increase the amount of the
Incentive Award or alter the performance criteria in a manner, which will
increase any Incentive Award for such Performance Period.

                                  SECTION 10.
                            MISCELLANEOUS PROVISIONS

          10.1 BENEFITS NOT GUARANTEED. No Participant is guaranteed that an
Incentive Award will be payable under the Plan as a result of the establishment
and maintenance of this Plan and such Participant's participation in the Plan.

          10.2 NO RIGHT TO PARTICIPATE. No Executive or other person shall have
any claim or right to participate in or otherwise be granted an Incentive Award
under the Plan. The adoption of the Plan shall not constitute a contract between
the Company and a Participant. No designation of an Executive as a Participant
for all or any part of a Performance Period shall create a right to an Incentive
Award under the Plan for any other Performance Period.

          10.3 UNIFORMITY. Determinations under the Plan need not be uniform and
may be made selectively among persons who receive, or are eligible to receive,
awards under the Plan, whether or not such persons are similarly situated.

          10.4 EMPLOYMENT RIGHT. No Executive or other person shall have any
claim or right to be granted an Incentive Award under the Plan. Neither the
Plan, nor any action taken hereunder, shall be construed as giving any Executive
any right to be retained in the employ of the Company or to be entitled to any
remuneration or benefits not set forth in the Plan or interfere with or limit
the right of the Company to terminate the Participant's employment at any time.

          10.5 ASSIGNMENT. Subject to the provisions of the Plan, no Incentive
Award granted under this Plan may be sold, transferred, pledged, assigned,
encumbered or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Payment of any amount due or to become due
under this Plan shall not be subject to the claims of creditors of the
Participant or to execution or garnishment or any other legal or equitable
proceeding or process.

          10.6 UNFUNDED PLAN. The Plan shall at all times be unfunded, and no
provision shall at any time be made with respect to segregating assets of the
Company for payment of any benefits hereunder. No Participant or Beneficiary
shall have any interest in any particular assets of the Company by reason of the
right to receive a benefit under the Plan, and any such Participant shall have
only the rights of a general unsecured creditor of the Company. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and any Participant or Beneficiary.

          10.7 TAX WITHHOLDING. The Company shall have the right to deduct from
all amounts paid pursuant to the Plan any federal, state or local income or
payroll taxes required by law to be withheld with respect to such awards.



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          10.8  NOTICES. Any notice or filing required or permitted to be give a
Participant shall be sufficient if in writing and sent through the U.S. Postal
Service, certified mail, return receipt requested, to the Participant or
Participant's legal representative at the Participant's last known mailing
address.

          10.9  SEVERABILITY. In the event that any provision of the Plan shall
be held illegal or invalid for any reason, such illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision has not been included.

          10.10 GOVERNING LAW. The Plan, and all agreements hereunder, shall be
governed by the laws of the state of Ohio.

          10.11 EFFECTIVE DATE. The Plan shall be effective only upon the
approval by the shareholders of the Company in a manner consistent with the
shareholder approval requirements of section 162(m) of the Code, and shall
remain effective until such time as it may be terminated pursuant to Section 9.

          IN WITNESS WHEREOF, ProCentury has adopted this Plan effective as of
the _____ day of __________________, 2003.


                                        PROCENTURY CORPORATION

                                        By:
                                            ------------------------------------

                                        Its:
                                             -----------------------------------


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<PAGE>


                             PROCENTURY CORPORATION
                              ANNUAL INCENTIVE PLAN
                             BENEFICIARY DESIGNATION

To:  Committee, the administrator of the ProCentury Corporation Annual Incentive
     Plan



Pursuant to the ProCentury Corporation Annual Incentive Plan, the undersigned
hereby designates the following Beneficiary or Beneficiaries to receive any
benefits which may be payable under the Plan upon the undersigned's death:

          (1)
               -----------------------------------------------------------------

               -----------------------------------------------------------------

          (2)  If the Beneficiary or Beneficiaries named in (1) above is/are not
               living when benefits become payable, then to:

               -----------------------------------------------------------------

               -----------------------------------------------------------------

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

Dated:
       --------------------             ----------------------------------------
                                        Participant