Exhibit 10.1

ARGONAUT GROUP, INC.

2004 EMPLOYEE STOCK PURCHASE PLAN

I.  PURPOSE OF THE PLAN

          This
2004 Employee Stock Purchase Plan is intended to promote the interests of
Argonaut Group, Inc., a Delaware corporation, by providing eligible employees
with the opportunity to acquire a proprietary interest in the Corporation
through participation in a payroll deduction-based employee stock purchase plan
designed to qualify under Section 423 of the Code.

Capitalized terms herein shall have the meanings assigned to such terms
in the attached Appendix.

II.  ADMINISTRATION OF THE PLAN

          The
Plan Administrator shall have full authority to interpret and construe any
provision of the Plan and to adopt such rules and regulations for administering
the Plan as it may deem necessary in order to comply with the requirements of
Code Section 423.  Decisions of the Plan
Administrator shall be final and binding on all parties having an interest in
the Plan.

III.  STOCK SUBJECT TO PLAN

          A.  The stock purchasable under the
Plan shall be shares of authorized but unissued or reacquired Common Stock,
including shares of Common Stock purchased on the open market.  The number of shares of Common Stock
initially reserved for issuance over the term of the Plan shall be limited to
500,000 shares.


          B.  The number of shares of Common
Stock available for issuance under the Plan shall automatically increase on the
first trading day of January each calendar year during the term of the Plan,
beginning with calendar year 2005, by an amount equal to one percent (1%) of
the total number of shares of Common Stock outstanding on the last trading day
in December of the immediately preceding calendar year, but in no event shall
any such annual increase exceed 200,000 shares.

          C.  Should any change be made to
the Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation’s receipt of
consideration, appropriate adjustments shall be made to (i) the maximum number
and class of securities issuable under the Plan, (ii) the maximum number and
class of securities purchasable per Participant on any one Purchase Date, (iii)
the maximum number and class of securities purchasable in total by all
Participants on any one Purchase Date, (iv) the maximum number and/or class of
securities by which the share reserve is to increase automatically each
calendar year pursuant to the provisions of Section III.B and (v) the number
and class of securities and the price per share in effect under each outstanding
purchase right in order to prevent the dilution or enlargement of benefits
thereunder.

IV.  OFFERING PERIODS

          A.  Shares of Common Stock shall be
offered for purchase under the Plan through a series of successive offering
periods until such time as (i) the maximum number of shares of Common Stock
available for issuance under the Plan shall have been purchased or
(ii) the Plan shall have been sooner terminated.

9.







          B.  Each offering period shall be
of such duration (not to exceed twenty-four (24) months) as determined by the
Plan Administrator prior to the start date of such offering period.  Offering periods shall commence at quarterly
intervals on the first business day of February, May, August and November each
year over the term of the Plan.  However,
the initial offering under the Plan shall commence on the first business day in
June 2004. 

          C.  Each offering period shall
consist of a series of one or more successive Purchase Intervals.  Purchase Intervals shall begin on the first
business day in February, May, August and November each year, and shall end on
the last business day of April, July, October and January, respectively.  However, the first Purchase Interval in
effect under the Plan shall begin on June 1, 2004 and end on July 31,
2004.  

V.  ELIGIBILITY

          A.  Each individual who is an
Eligible Employee on the start date of any offering period under the Plan may
enter that offering period on such start date or, if such offering period has
more than one Purchase Interval, on any Quarterly Entry Date within that
offering period,  provided he or she
remains an Eligible Employee.  

          B.  An individual who first becomes
an Eligible Employee after the start date of an offering period may enter that
offering period on any subsequent Quarterly Entry Date within that offering
period on which he or she in an Eligible Employee.  However, if the offering period is to have only one Purchase
Interval and the individual is not an Eligible Employee on the start date of
that offering period, then such individual must wait until the start date of
the first offering period thereafter on which he or she is an Eligible Employee
in order to enter the Plan. 

          C.  An Eligible Employee must, in
order to participate in the Plan for a particular offering period, complete the
enrollment forms prescribed by the Plan Administrator (including a stock
purchase agreement and a payroll deduction authorization) and file such forms
with the Plan Administrator (or its designate) on or before the start date of
that offering period.  The enrollment
forms filed by a Participant for a particular offering period shall continue in
effect for each subsequent offering period unless the Participant files new
enrollment forms on or before the start date of any subsequent offering period
or withdraws from the Plan.

          D.  The date an individual enters
an offering period shall be designated as his or her Entry Date for purposes of
that offering period.


VI.  PAYROLL DEDUCTIONS

          A.  The payroll deduction authorized by the
Participant for purposes of acquiring shares of Common Stock during an offering
period may be any multiple of one percent (1%) of the Base Salary paid to the
Participant during each Purchase Interval within that offering period, up to a
maximum of ten percent (10%).  The
deduction rate so authorized shall continue in effect throughout the offering
period and shall continue from offering period to offering period, except to
the extent such rate is changed in accordance with the following guidelines:

               (i)  The
Participant may, at any time during the offering period, reduce his or her rate
of payroll deduction to become effective as soon as possible after filing the
appropriate form with the Plan Administrator. 
The Participant may not, however, effect more than one (1) such
reduction per Purchase Interval.

               (ii)  The
Participant may, prior to the commencement of any new Purchase Interval under
the Plan, increase the rate of his or her payroll deduction by filing the
appropriate form with the Plan Administrator. 
The new rate (which may not exceed the ten percent (10%) maximum) shall
become effective on the start date of the first Purchase Interval following the
filing of such form.

10.






          B.  Payroll deductions shall begin
on the first pay day administratively feasible following the start date of the
offering period and shall (unless sooner terminated by the Participant)
continue through the pay day ending with or immediately prior to the last day of
that offering period.  The amounts so
collected shall be credited to the Participant’s book account under the Plan,
but no interest shall be paid on the balance from time to time outstanding in
such account.  The amounts collected
from the Participant shall not be required to be held in any segregated account
or trust fund and may be commingled with the general assets of the Corporation
and used for general corporate purposes.

          C.  Payroll deductions shall
automatically cease upon the termination of the Participant’s purchase right in
accordance with the provisions of the Plan.


          D.  The Participant’s acquisition
of Common Stock under the Plan on any Purchase Date shall neither limit nor
require the Participant’s acquisition of Common Stock on any subsequent
Purchase Date, whether within the same or a different offering period.

VII.  PURCHASE RIGHTS

          A.  Grant of Purchase Rights.  A Participant shall be granted a separate
purchase right for each offering period in which he or she is enrolled.  The purchase right shall be granted on the
start date of the offering period and shall provide the Participant with the
right to purchase shares of Common Stock, in one or more installments during
that offering period, upon the terms set forth below.  The Participant shall execute a stock purchase agreement
embodying such terms and such other provisions (not inconsistent with the Plan)
as the Plan Administrator may deem advisable.

          Under no circumstances shall purchase rights
be granted under the Plan to any Eligible Employee if such individual would,
immediately after the grant, own (within the meaning of Code Section 424(d)) or
hold outstanding options or other rights to purchase, stock possessing five
percent (5%) or more of the total combined voting power or value of all classes
of stock of the Corporation or any Corporate Affiliate.

          B.  Exercise of the Purchase
Right. Each purchase right shall be automatically exercised on each
successive Purchase Date within the offering period, and shares of Common Stock
shall accordingly be purchased on behalf of each Participant on each such
Purchase Date.  The purchase shall be
effected by applying the Participant’s payroll deductions for the Purchase
Interval ending on such Purchase Date to the purchase of whole shares of Common
Stock at the purchase price in effect for the Participant for that Purchase
Date.

          C.  Purchase Price.  The purchase price per share at which Common
Stock will be purchased on the Participant’s behalf on each Purchase Date
within the particular offering period in which he or she is enrolled shall be
equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value
per share of Common Stock on the start date of that offering period or (ii) the
Fair Market Value per share of Common Stock on that Purchase Date.


          D.  Number of Purchasable Shares.
The number of shares of Common Stock purchasable by a Participant on each
Purchase Date during the particular offering period in which he or she is
enrolled shall be the number of whole shares obtained by dividing the amount
collected from the Participant through payroll deductions during the Purchase
Interval ending with that Purchase Date by the purchase price in effect for the
Participant for that Purchase Date. 
However, the maximum number of shares of Common Stock purchasable per
Participant on any one Purchase Date shall not exceed 1,000 shares, subject to
periodic adjustments in the event of certain changes in the Corporation’s
capitalization.  In addition, the
maximum number of shares of Common Stock purchasable in total by all
Participants in the Plan on any one Purchase Date shall not exceed 100,000
shares, subject to periodic adjustments in the event of certain changes in the
Corporation’s capitalization.  However,
the Plan Administrator shall have the discretionary authority, exercisable
prior to the start of any offering period under the Plan, to increase or
decrease the limitations to be in effect for the number of shares purchasable
per Participant and in total by all Participants enrolled in that particular
offering period on each Purchase Date which occurs during that offering period.

11.






          E.  Excess Payroll Deductions.  Any payroll deductions not applied to the
purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date.  However, any payroll deductions not applied to the purchase of Common
Stock by reason of the limitation on the maximum number of shares purchasable
per Participant or in total by all Participants on the Purchase Date shall be
promptly refunded.

          F.  Suspension of Payroll
Deductions.  If a Participant is, by
reason of the accrual limitations in Article VIII, precluded from purchasing
additional shares of Common Stock on one or more Purchase Dates during the
offering period in which he or she is enrolled, then no further payroll
deductions shall be collected from such Participant with respect to those
Purchase Dates.  The suspension of such
deductions shall not terminate the Participant’s purchase right for the
offering period in which he or she is enrolled, and payroll deductions shall
automatically resume on behalf of such Participant once he or she is again able
to purchase shares during that offering period in compliance with the accrual
limitations of Article VIII.   


          G.  Withdrawal from Offering
Period.  The following provisions
shall govern the Participant’s withdrawal from an offering period: 

               (i)  A
Participant may withdraw from the offering period in which he or she is
enrolled  at any time prior to the next
scheduled Purchase Date  by filing the
appropriate form with the Plan Administrator (or its designate), and no further
payroll deductions shall be collected from the Participant with respect to that
offering period. Any payroll deductions collected during the Purchase Interval
in which such withdrawal occurs shall, at the Participant’s election, be
immediately refunded or held for the purchase of shares on the next Purchase
Date.  If no such election is made at
the time of such withdrawal, then the payroll deductions collected from the Participant
during the Purchase Interval in which such withdrawal occurs shall be refunded
as soon as possible.

               (ii)  The
Participant’s withdrawal from a particular offering period shall be
irrevocable, and the Participant may not subsequently rejoin that offering
period at a later date.  In order to
resume participation in any subsequent offering period, such individual must
re-enroll in the Plan (by making a timely filing of the prescribed enrollment
forms) on or before the start date of that offering period.

          H.  Termination of Purchase
Right.  The following provisions
shall govern the termination of outstanding purchase rights:


               (i)  Should
the Participant cease to remain an Eligible Employee for any reason (including
death, disability or change in status) while his or her purchase right remains
outstanding, then that purchase right shall immediately terminate, and all of
the Participant’s payroll deductions for the Purchase Interval in which the
purchase right so terminates shall be immediately refunded.  

               (ii)  However,
should the Participant cease to remain in active service by reason of an
approved leave of absence, then the Participant shall have the right,
exercisable up until the last business day of the Purchase Interval in which
such leave commences, to (a) withdraw all the payroll deductions collected to
date on his or her behalf for that Purchase Interval or (b) have such funds
held for the purchase of shares on his or her behalf on the next scheduled
Purchase Date.  In no event, however,
shall any further payroll deductions be collected on the Participant’s behalf
during such leave.  Upon the
Participant’s return to active service (x) within ninety (90) days following
the commencement of such leave or (y) prior to the expiration of any longer
period for which such Participant’s right to reemployment with the Corporation
is guaranteed by statute or contract, his or her payroll deductions under the
Plan shall automatically resume at the rate in effect at the time the leave
began (whether or not a new offering period may have commenced), unless the
Participant withdraws from the Plan prior to his or her return.  An individual who returns to active
employment following a leave of absence that exceeds in duration the applicable
(x) or (y) time period will be treated as a new employee for purposes of
subsequent participation in the Plan and must accordingly re-enroll in the Plan
(by making a timely filing of the prescribed enrollment forms) on or before the
start date of any subsequent offering period in which he or she wishes to
participate.

12.







          I.  Change in Control.  Each outstanding purchase right shall
automatically be exercised, immediately prior to the effective date of any
Change in Control, by applying the payroll deductions of each Participant for
the Purchase Interval in which such Change in Control occurs to the purchase of
whole shares of Common Stock at a purchase price per share equal to eighty-five
percent (85%) of the lower of (i) the Fair Market Value per share of
Common Stock on the start date of the offering period in which the Participant
is enrolled at the time such Change in Control occurs or (ii) the Fair Market
Value per share of Common Stock immediately prior to the effective date of such
Change in Control.  However, the
applicable limitation on the number of shares of Common Stock purchasable per
Participant shall continue to apply to any such purchase, but not the
limitation applicable to the maximum number of shares of Common Stock
purchasable in total by all Participants on any one Purchase Date.

          The
Corporation shall use its best efforts to provide at least ten (10) days’ prior
written notice of the occurrence of any Change in Control, and Participants
shall, following the receipt of such notice, have the right to terminate their
outstanding purchase rights prior to the effective date of the Change in
Control.

          J.  Proration of Purchase Rights.  Should the total number of shares of Common
Stock to be purchased pursuant to outstanding purchase rights on any particular
date exceed the number of shares then available for issuance under the Plan,
the Plan Administrator shall make a pro-rata allocation of the available shares
on a uniform and nondiscriminatory basis, and the payroll deductions of each
Participant, to the extent in excess of the aggregate purchase price payable
for the Common Stock pro-rated to such individual, shall be refunded.

          K.  ESPP Broker Account.  The shares purchased on behalf of each
Participant shall be deposited directly into a brokerage account which the
Corporation shall establish for the Participant at a Corporation-designated
brokerage firm.  The account will be
known as the ESPP  Broker Account.  The following policies and procedures shall
be in place for the shares deposited into the Participant’s ESPP Broker Account
until those shares have been held for the requisite period necessary to avoid a
disqualifying disposition of the shares under the federal tax laws --- the
shares must be held in the ESPP Broker Account until the later of the following two
periods: (i) the end of the two (2)-year period measured from the start date of
the Purchase Period in which the shares were purchased and (ii) the end of the
one (1)- year measured from the actual purchase date of those shares. 

          Shares
purchased under the Plan shall not be transferable (either electronically or in
certificate form) from the ESPP Broker Account until the required holding
period for those shares is satisfied. 
Such limitation shall apply both to transfers to different accounts with
the same ESPP broker and to transfers to other brokerage firms.  Any shares held for the required holding
period may be transferred (either electronically or in certificate form) to
other accounts or to other brokerage firms. 



          The
foregoing procedures shall not in any way limit when the Participant may sell
his or her shares.  Those procedures are
designed solely to assure that any sale of shares prior to the satisfaction of
the required holding period is made through the ESPP Account. In addition, the
Participant may request a stock certificate or share transfer from his or her
ESPP Broker Account  prior to the
satisfaction of the required holding period should the Participant wish to make
a gift of any shares held in that account. 
However, shares may not be transferred (either electronically or in
certificate form) from the ESPP Broker Account for use as collateral for a
loan, unless those shares have been held for the required holding period.

          The
foregoing procedures shall apply to all shares purchased by the Participant
under the Plan, whether or not the Participant continues in Employee status.

          L.  Assignability.  The purchase right shall be exercisable only
by the Participant and shall not be assignable or transferable by the
Participant.

13.






          M.  Stockholder Rights.  A Participant shall have no stockholder
rights with respect to the shares subject to his or her outstanding purchase
right until the shares are purchased on the Participant’s behalf in accordance
with the provisions of the Plan and the Participant has become a holder of
record of the purchased shares.

VIII.  ACCRUAL
LIMITATIONS


          A.  No Participant shall be
entitled to accrue rights to acquire Common Stock pursuant to any purchase
right outstanding under this Plan if and to the extent such accrual, when
aggregated with (i) rights to purchase Common Stock accrued under any other
purchase right granted under this Plan and (ii) similar rights accrued under
other employee stock purchase plans (within the meaning of Code Section 423) of
the Corporation or any Corporate Affiliate, would otherwise permit such
Participant to purchase more than Twenty-Five Thousand Dollars ($25,000.00)
worth of stock of the Corporation or any Corporate Affiliate (determined on the
basis of the Fair Market Value per share on the date or dates such rights are
granted) for each calendar year such rights are at any time outstanding.


          B.  For purposes of applying such accrual
limitations to the purchase rights granted under the Plan, the following
provisions shall be in effect:

               (i)  The
right to acquire Common Stock under each outstanding purchase right shall
accrue in a series of installments on each successive Purchase Date during the
offering period in which such right remains outstanding.

               (ii)  No
right to acquire Common Stock under any outstanding purchase right shall accrue
to the extent the Participant has already accrued in the same calendar year the
right to acquire Common Stock under one or more other purchase rights at a rate
equal to Twenty-Five Thousand Dollars ($25,000.00) worth of Common Stock
(determined on the basis of the Fair Market Value per share on the date or
dates of grant) for each calendar year such rights were at any time
outstanding.

          C.  If by reason of such accrual
limitations, any purchase right of a Participant does not accrue for a
particular Purchase Interval, then the payroll deductions that the Participant
made during that Purchase Interval with respect to such purchase right shall be
promptly refunded.

          D.  In the event there is any
conflict between the provisions of this Article and one or more provisions of
the Plan or any instrument issued thereunder, the provisions of this Article
shall be controlling.


IX.  EFFECTIVE DATE AND
TERM OF THE PLAN

          A.  The Plan was adopted by the
Board on February 2, 2004, and shall become effective on June 1, 2004,  provided (i) the Plan shall have been
approved by the stockholders of the Corporation at the 2004 Annual Meeting and
(ii) the Corporation shall have complied with all applicable requirements of
the 1933 Act (including the registration of the shares of Common Stock issuable
under the Plan on a Form S-8 registration statement filed with the Securities
and Exchange Commission), all applicable listing requirements of any stock
exchange (or the Nasdaq National Market, if applicable) on which the Common
Stock is listed for trading and all other applicable requirements established
by law or regulation.  The Plan shall be
deemed approved by the stockholders of the Corporation by the affirmative vote
of the holders of a majority of the voting shares of the Corporation
represented and entitled to vote at a duly held meeting at which a quorum is
present. 

          B.  Unless sooner terminated by the
Board, the Plan shall terminate upon the earliest of (i) the last business day
in May 2014, (ii) the date on which all shares available for issuance under the
Plan shall have been sold pursuant to purchase rights exercised under the Plan
or (iii) the date on which all purchase rights are exercised in connection with
a Change in Control.  No further
purchase rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following such termination.

14.






X.  AMENDMENT OF THE PLAN

          A.  The Board may alter, amend,
suspend or terminate the Plan at any time to become effective immediately
following the close of any Purchase Interval. 
However, the Plan may be amended or terminated immediately upon Board
action, should the financial accounting rules applicable to the Plan on the
June 1, 2004 effective date be subsequently revised so as to require the
Corporation to recognize compensation cost in connection with the shares of
Common Stock offered for purchase under the Plan. 

          B.  In no event may the Board
effect any of the following amendments or revisions to the Plan without the
approval of the Corporation’s stockholders: (i) increase the number of shares
of Common Stock issuable under the Plan, except for permissible adjustments in
the event of certain changes in the Corporation’s capitalization, (ii) alter
the purchase price formula so as to reduce the purchase price payable for the
shares of Common Stock purchasable under the Plan or (iii) modify the
eligibility requirements for participation in the Plan. 


XI.  GENERAL PROVISIONS

          A.  All costs and expenses incurred
in the administration of the Plan shall be paid by the Corporation; however,
each Plan Participant shall bear all costs and expenses incurred by such
individual in the sale or other disposition of any shares purchased under the
Plan.  

          B.  Nothing in the Plan shall
confer upon the Participant any right to continue in the employ of the
Corporation or any Corporate Affiliate for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Corporate Affiliate employing such person) or of the Participant, which
rights are hereby expressly reserved by each, to terminate such person’s
employment at any time for any reason, with or without cause.

          C.  The provisions of the Plan
shall be governed by the laws of the State of Texas without resort to that
State’s conflict-of-laws rules.

Schedule
A

Corporations
Participating in

Employee Stock Purchase Plan

Argonaut Group, Inc.

Argonaut Management Services, Inc.

Argonaut Insurance Company

Argonaut Great Central Insurance Company

Trident Insurances Services, LLC

Colony Management Services, Inc.

Rockwood Casualty Insurance Company

15.







APPENDIX

The following definitions shall be in effect
under the Plan:

          A.  Base Salary shall mean
the regular base salary paid to a Participant by one or more Participating
Companies during such individual’s period of participation in one or more
offering periods under the Plan.  Base
Salary shall be calculated before deduction of (A) any income or employment tax
withholdings or (B) any contributions made by the Participant to any Code
Section 401(k) salary deferral plan or any Code Section 125 cafeteria benefit
program now or hereafter established by the Corporation or any Corporate
Affiliate.  However, Base Salary shall
not include (i) any overtime payments, bonuses, commissions, profit-sharing
distributions or other incentive-type payments received during the
Participant’s period of participation or (ii) any contributions made by the
Corporation or any Corporate Affiliate on the Participant’s behalf to any
employee benefit or welfare plan now or hereafter established (other than Code
Section 401(k) or Code Section 125 contributions deducted from his or her Base
Salary).

          B.  Board shall mean the
Corporation’s Board of Directors.

          C.  Change in Control shall
mean a change in ownership of the Corporation pursuant to any of the following
transactions:

               (i)  a
merger, consolidation or other reorganization approved by the Corporation’s
stockholders, unless securities representing more than fifty percent
(50%) of the total combined voting power of the voting securities of the
successor corporation are immediately thereafter beneficially owned, directly
or indirectly and in substantially the same proportion, by the persons who
beneficially owned the Corporation’s outstanding voting securities immediately
prior to such transaction, or

               (ii)  a
stockholder-approved sale, transfer or other disposition of all or
substantially all of the Corporation’s assets, or


               (iii)  the
acquisition, directly or indirectly by any person or related group of persons
(other than the Corporation or a person that directly or indirectly controls,
is controlled by, or is under common control with, the Corporation), of
beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total combined
voting power of the Corporation’s outstanding securities pursuant to a tender
or exchange offer made directly to the Corporation’s stockholders.

          D.  Code shall mean the
Internal Revenue Code of 1986, as amended.

          E.  Common Stock shall mean
the Corporation’s common stock.

          F.  Corporate Affiliate
shall mean any parent or subsidiary corporation of the Corporation (as
determined in accordance with Code Section 424), whether now existing or
subsequently established.

          G.  Corporation shall mean
Argonaut Group, Inc., a Delaware corporation, and any corporate successor to
all or substantially all of the assets or voting stock of Argonaut Group, Inc.
that shall by appropriate action adopt the Plan.

          H.  Eligible Employee shall
mean any person who is employed by a Participating Corporation on a basis under
which he or she is regularly expected to render more than twenty (20) hours of
service per week for more than five (5) months per calendar year for earnings
considered wages under Code Section 3401 (a).

          I.  Fair Market Value per
share of Common Stock on any relevant date shall be determined in accordance
with the following provisions:


16.






               (i)  If
the Common Stock is at the time traded on the Nasdaq National Market, then the
Fair Market Value shall be the closing selling price per share of Common Stock
on the date in question, as such price is reported by the National Association
of Securities Dealers on the Nasdaq National Market and published in The
Wall Street Journal.  If there is no
closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.

               (ii)  If
the Common Stock is at the time listed on any Stock Exchange, then the Fair
Market Value shall be the closing selling price per share of Common Stock on
the date in question on the Stock Exchange determined by the Plan Administrator
to be the primary market for the Common Stock, as such price is officially
quoted in the composite tape of transactions on such exchange and published in The
Wall Street Journal.  If there is no
closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.

          J.  1933 Act shall mean the
Securities Act of 1933, as amended.

          K.  Participant shall mean
any Eligible Employee of a Participating Corporation who is actively
participating in the Plan.

          L.  Participating Corporation
shall mean the Corporation and such Corporate Affiliate or Affiliates as may be
authorized from time to time by the Board to extend the benefits of the Plan to
their Eligible Employees.  The
Participating Corporations in the Plan are listed in attached Schedule A.

          M.  Plan shall mean the
Corporation’s 2004 Employee Stock Purchase Plan, as set forth in this document.


          N.  Plan Administrator shall
mean the committee of two (2) or more Board members appointed by the Board to
administer the Plan.

          O.  Purchase Date shall mean
the last business day of each Purchase Interval.  The initial Purchase Date shall be July 31, 2004. 

          P.  Purchase Interval shall
mean each three (3)-month period coincident with (or otherwise occurring within)
a particular offering period at the end of which there shall be purchased
shares of Common Stock on behalf of each Participant.

          Q.  Quarterly Entry Date
shall mean, for each offering period with more than one Purchase Interval, the
first day of each Purchase Interval within that offering period. 

          R.  Stock Exchange shall
mean either the American Stock Exchange or the New York Stock Exchange.

17.