FIRST AMENDMENT TO
BANCINSURANCE CORPORATION
1994 STOCK OPTION PLAN
WHEREAS,
Bancinsurance Corporation (the “Company”) maintains the
Bancinsurance Corporation 1994 Stock Option Plan (the
“Plan”); and
WHEREAS, the Plan
permitted the Company to grant both incentive stock options and
nonstatutory options (collectively, the “Awards”);
and
WHEREAS, the Plan
became effective on June 14, 1994 and terminated on
June 14, 2004; and
WHEREAS, the last
date that Awards may have been granted under the Plan was
June 14, 2004 and no further Awards may be granted under the
terms of the Plan; and
WHEREAS,
outstanding Awards granted before the Plan’s termination
continue to be effective and are governed by the Plan until they
are exercised or expire by their terms, in each case as provided by
the Plan and their respective award agreements; and
WHEREAS,
Section 409A (“Section 409A”) was added to
the Internal Revenue Code of 1986, as amended effective
January 1, 2005 and applies to deferred compensation plans,
including the Plan; and
WHEREAS, final
regulations issued under Section 409A become effective
January 1, 2009; and
WHEREAS, the
Company has concluded that certain outstanding Awards granted under
the Plan that were earned and vested as of December 31, 2004
are exempt from Section 409A as “grandfathered”
Awards; and
WHEREAS, the
Company desires to amend the
