For the Three Months Ended March 31

Exhibit 10.3

ProCentury Corporation
Stock Option Award Agreement
for
Non-Qualified Stock Options
under the
2004 Stock Option and Award Plan

To _____________:¹

     Congratulations! ProCentury Corporation is awarding you this Option to purchase shares of Stock pursuant to its 2004 Stock Option and Award Plan (the “Plan”). All capitalized terms used in this Award Agreement shall have the same meaning as defined in the Plan. Your Option is subject to acceptance by your signing a copy of this Award Agreement under the heading “Acceptance” and returning the signed copy before the close of business on _____, 200___.

     The purpose of this Award Agreement is to summarize some of the terms and conditions of your Option as well as the shares of Stock purchased upon exercise of the Option. This Award Agreement makes numerous references to the Plan and is governed by the Plan document. You as the Participant may obtain a copy of the current Plan document at any time by contacting the Company Secretary at

465 Cleveland Avenue
Westerville, OH 43082
(614)-895-2000.

Your Option

     Your Option entitles you to purchase up to _________ (___) shares of Stock, all of which are designated as Service Vesting Shares.

     The Exercise Price at which you may purchase each such share is $___, which is the fair market value of the Stock on the Date of Grant of ____________, 200_. Both the number of shares and the Exercise Price are subject to adjustment for events such as stock splits, etc. as provided in the Plan.

Vesting of Your Option

     Your Service Vesting Shares are subject to a Service Vesting Schedule that requires you to complete a period of Service before you can exercise the Option to purchase those Shares. Pursuant to your Service Vesting Schedule, 1/36th of the total number of your Service Vesting Shares will become Vested Shares as of the last day of the calendar month for each full calendar month of your Service as a Director after the Date of Grant, such that the entire number of your Service Vesting Shares will become vested on _________, 200___ (the last day of the 36^th calendar month of Service after the Date of Grant).

     In addition and notwithstanding any provision in the Plan to the contrary, your Unvested Shares will become Vested Shares upon severance of your Service as a result of your death, Disability or Retirement within the meaning of the Plan.

     As soon as your Unvested Shares become Vested Shares, you may exercise this Option to purchase your Vested Shares in any one or more transactions at any time and from time to time during the remaining term of your Option.

Taxation

     Your Option is designated as a Non-Qualified Stock Option under the Plan. The spread between the market value and the Exercise Price of the Stock purchased will not be taxable to you until you exercise the Option, at which time the spread will be taxable to you as compensation at ordinary income rates. Any additional appreciation in value of the Stock realized upon sale of the stock after your exercise is taxable as a sale of property at capital gains rates. Although the Company can give no assurance as to the taxability to you, you may contact the Company Secretary for further information generally describing the tax aspects of a Non-Qualified Stock Option.

Exercising Your Option

     You may exercise your Option, in the manner described below, from time to time at any time during the period from the Date of Grant until 5:00 p.m. local time at the Company’s office on the calendar day immediately preceding the 10^th anniversary of the Date of Grant, which is the

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Date of Expiration of your Option. You may exercise your Option any number of times during this Exercise Period until you have purchased all of your Vested Shares subject to the Option. Notwithstanding anything to the contrary in this Award Agreement, this Option shall automatically expire upon, and no longer be exercisable after, the first to occur of the following:

     You may exercise your Option by giving notice in writing (as provided in the Plan) to the Company to the attention of the Company Secretary (or his or her designee) at the above address. Your notice must state the number of shares being purchased and must be accompanied with payment of the Exercise Price for those shares. Unless otherwise agreed with the Company, payment shall be by check in immediately available funds payable in United States dollars to the order of the Company. Other methods of payment are allowed under the Plan, and you may discuss the availability of these to you by contacting the Company Secretary.

Other Terms and Conditions

     Your Option is not transferable except at your death by will or the applicable laws of descent and distribution. During your lifetime, this Option shall be exercisable only by you or, in the case of your incapacity, your guardian, or legal representative.

     This Award Agreement and your Option are subject to other terms and conditions set forth in the Plan, including: (i) withholding requirements for taxes, (ii) immediate termination of this Option if your Service is terminated for Cause, (iii) certain restrictions in the case of a public offering, and (iv) certain securities law restrictions.

     One of the restrictions to facilitate any future public offering by the Company is that by accepting this Option you agree on behalf of yourself and your heirs, legal representatives, successors, and assigns that in the event of any underwritten public offering of any Company securities made by the Company pursuant to an effective registration statement filed under the Securities Act, neither you nor any such heirs, legal representatives, successors, and assigns will directly or indirectly sell, offer to sell, solicit an offer to buy, grant any option to purchase, contract to sell (including, without limitation, any short sale), or otherwise dispose or offer to dispose of any interest, equitable or beneficial, in any of such shares for such period of time from and after the effective date of such registration statement except as provided in the Plan or pursuant to such public offering.

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     Finally, in the case of any conflict with the terms of this Award Agreement, the terms of the Plan shall prevail and govern.

Acceptance

     The Participant is familiar with the terms of this Award Agreement and the terms and conditions of the Plan. The Participant understands that this Option and any Stock issued upon exercise of this Option are intended to be held for purposes of investment only and not for further distribution by the Participant. By signing below, the Participant accepts this Option subject to all of such terms and conditions and agrees to hold and exercise this Option as well as any Stock purchased upon exercise of this Option for purposes of investment only and not for further distribution unless and until the Company advises the Participant such Stock may be distributed without registration under the Securities Act or such Stock is to be distributed pursuant to such a registration.

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Annex A

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