LIFE OF THE SOUTH CORPORATION KEY EMPLOYEE STOCK OPTION PLAN (1995) INCENTIVE STOCK OPTION AGREEMENT

Exhibit 10.39

LIFE OF THE SOUTH CORPORATION
KEY EMPLOYEE STOCK OPTION PLAN (1995)

INCENTIVE STOCK OPTION AGREEMENT

     This Incentive Stock Option Agreement (the “Agreement”), is made and entered into as of this 28^th day of February, 2001, by and between LIFE OF THE SOUTH CORPORATION, a corporation organized under the laws of the State of Georgia (the “Corporation”), and W. ▇▇▇▇ ▇▇▇▇▇▇▇ (the “Employee”).

WITNESSETH:

WHEREAS, the Corporation adopted the Life of the South Corporation Key Employee Stock Option Plan (1995) (the “Plan”) for the benefit of certain key employees of the Corporation, which Plan became effective on January 26, 1995 and was approved by the shareholders of the Corporation on April 27, 1995; and

     WHEREAS, the Corporation has adopted the Plan in a form that qualifies in pertinent part as an Incentive Stock Option Plan, as provided in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and so that certain options granted under the Plan will constitute “Incentive Stock Options” and will be afforded the favorable tax treatment allowed such options under the Code; and

     WHEREAS, pursuant to the Plan, the Employee has been selected as an Optionee under the Plan, and the Corporation desires to grant to the Employee an option to purchase shares of the Corporation’s Common Stock, 33 1/3 cents par value per share (“Common Stock”), on the terms and conditions hereinafter set forth;

     NOW, THEREFORE, for and in consideration of the premises and the mutual agreements and covenants hereinafter set forth and other good and valuable consideration, the parties agree as follows:

     1. GRANT OF OPTION. Subject to the terms and conditions of this Agreement and the terms and conditions of the Plan, which are incorporated herein by reference, the Corporation grants to the Employee on February 28, 2001 (“Grant Date”) the right and option to purchase 50,000 shares of Common Stock (this “Option”), exercisable in accordance with the provisions of paragraph 3. The option price and number of shares subject to this Option have been adjusted to reflect the stock split which became effective April 27, 2000. This Option shall be an Incentive Stock Option. Unless otherwise indicated, capitalized terms used in this Agreement shall have the same meaning as provided in the Plan.

     2. TERM OF OPTION. Subject to earlier termination as provided in paragraph 3 hereof, the term of this Option is ten (10) years from the date hereof. In no event may this Option be exercised as to any shares covered hereby after 5:00 P.M. on the date which immediately precedes the tenth anniversary of the date of this Agreement.

     3. OPTION PRICE, VESTING AND EXERCISE.

     (a) Option Price. The purchase price of each share of Common Stock subject to this Option shall be the Fair Market Value of each such share as of the date of grant of this Option, which has been determined by the Board of Directors to be $8.12.

     (b) Vesting of Option.

     (i) This Option shall vest, and may be exercised, with respect to the shares, upon meeting certain performance criteria as provided in subsection (ii) below and subject to earlier vesting or termination of the Option as provided in subsections (e) and (f) below. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the exercise term unless sooner terminated as provided herein.

     (ii) The Option shall vest as indicated on the schedule below, to the extent the Net Income Before Taxes (as defined on Schedule A attached hereto) of the Corporation for the fiscal year most recently completed (the “Fiscal Year”) before the Performance Vesting Date equals or exceeds the Net Income Before Taxes Targets (each, a “Target”) for the Fiscal Year, as set forth in Schedule A attached hereto:

Number of Shares		Performance Vesting Date
20% of total number of shares subject to the Option		1st anniversary of Grant Date
20% of total number of shares subject to the Option		2nd anniversary of Grant Date
20% of total number of shares subject to the Option		3rd anniversary of Grant Date
20% of total number of shares subject to the Option		4th anniversary of Grant Date
20% of total number of shares subject to the Option		5th anniversary of Grant Date

Provided that, if the Net Income Before Taxes for the Fiscal Year is less than or exceeds the Target for such year, the Option will vest and become exercisable with respect to the Shares subject to the Option in an amount equal to the product of (a) 20% of the total number of Shares subject to the Option multiplied by (b) the Applicable Percentage set forth on Schedule A attached hereto (this additional vesting shall not apply to the Cumulative Targets described below); provided, further, that the

aggregate vesting of shares for all years cannot exceed 100% of the shares subject to this Option.

     If the Optionee’s Option does not become vested in any year pursuant to the above performance vesting schedule, the Optionee may “catch-up” vesting if the Cumulative Net Income Before Taxes Targets (“Cumulative Target”) for the Fiscal Year (as set forth in Schedule A attached hereto) are satisfied. To the extent not previously vested, the amount that would vest, if such Cumulative Target is met for the Fiscal Year indicated, equals 40% of the total number of shares subject to the Option on the second anniversary of the Grant Date, 60% on the third anniversary of the Grant Date, 80% on the fourth anniversary of the Grant Date, and 100% on the fifth anniversary of the Grant Date. After the fifth anniversary of the Grant Date, all further performance vesting shall cease and the Employee shall not be entitled to any further vesting under this subsection (ii).

     (iii) Notwithstanding the other provisions of this section 3(b), this Option shall become 100% vested and fully exercisable on the ninth (9^th) anniversary of the Grant Date, provided the Employee is actively employed by the Corporation on such date and provided the Option has not been earlier terminated pursuant to the provisions of this Agreement.

     (iv) If the aggregate Fair Market Value of Common Stock with respect to which Options under the Plan and options under all stock option plans of the Corporation and its subsidiaries are exercisable for the first time by the Employee (or person then entitled to exercise this Option) during any calendar year exceeds $100,000, this Option shall be an Incentive Stock Option (up to the $100,000 limit) and a Supplemental Stock Option for the remaining shares. Any exercise of this option shall be deemed first to be the exercise of Incentive Stock Options, with the excess treated as the exercise of Supplemental Stock Options. For purposes of determining the $100,000 limit, the Fair Market Value of the Common Stock shall be determined at the time the Options are granted. Further, no partial exercise of this Option may be made for less than 100 shares or, if less than 100 shares are still available for exercise under this Option, the number of such remaining shares. For purposes of vesting and other rights under this Agreement, the Employee’s employment by any Employer shall be considered employment hereunder.

     (c) Manner of Exercise. The person then entitled to exercise this Option may do so by delivering written notice of exercise to the Secretary of the Corporation, in person, or by mail, postage prepaid, addressed to the attention of the Secretary of the Corporation at the location at which the Corporation then maintains its principal office, and if so mailed, the date of mailing will be considered the date of exercise. Such notice shall be in substantially the form

attached and shall be accompanied by payment in full of the total purchase price for the shares being purchased. Such payment may be made in cash or, in whole or in part, by transfer and delivery to the Corporation of shares of Common Stock already owned by the Employee, free and clear of any liens, encumbrances or charges of any kind, valued at their Fair Market Value (as defined in the Plan) on the date of such exercise. The Corporation, in the event of exercise by an authorized person other than the Employee, may require proof of the right of such person to exercise this Option. As promptly as practicable after receipt by the Corporation of the notice to purchase and the full payment of the purchase price of the shares of Stock, the Corporation shall cause to be issued to the person entitled to purchase the shares for which this Option is exercised, stock certificate(s) for the number of shares of Common Stock being purchased, which shall evidence fully paid and nonassessable shares.

     (d) Person Who May Exercise Option. Except as the Corporation may otherwise permit in its discretion, during the lifetime of the Employee, this Option shall be exercisable only by the Employee, or if the Employee is disabled, by his duly appointed guardian or legal representative. Upon his death, to the extent that such Option is otherwise exercisable hereunder, this Option may be exercised by the Employee’s legal representative or by a person who receives the right to exercise this Option under the Employee’s will or by the applicable laws of descent and distribution.

     (e) Earlier Termination of Option. Notwithstanding the provisions of subparagraph 3(b), this Option shall, except as provided in (f) below, terminate upon the earliest to occur of: (i) the expiration of the term of this Option as set forth in paragraph 2 hereof, (ii) the expiration of three months after the Employee’s Retirement, (iii) the expiration of one year after the Employee ceases to be an employee of the Corporation due to Total and Permanent Disability, (iv) the expiration of two years after the Employee ceases to be an employee of the Corporation due to the death of the Employee, or (v) the date that an Employee terminates employment with the Corporation (whether by action of the Corporation or voluntarily by the Employee) for any reason other than Retirement, Total and Permanent Disability or death; provided that in the event any portion of the Option vests as a result of a Corporate Transaction described in (f) below, the Option shall be exercisable until the expiration of three months after the Employee’s termination of employment (or such later date as may apply under (iii) or (iv) above.

     (f) Earlier Vesting and Exercise of Option. The following special rule shall apply to the vesting and exercise of this Option: if all or substantially all of the stock or assets of the Corporation are sold to a third party, whether through sale, merger, recapitalization or otherwise (hereinafter, a “Corporate Transaction”), fifty percent (50%) of the Shares subject to this Option that are not yet vested shall become vested and exercisable; provided, further, if as a result of the Corporation Transaction the net proceeds to the shareholders of the

Corporation equals or exceeds $65 million, this Option shall become fully vested and immediately exercisable; provided, further, if the net proceeds of the Corporate Transaction are less than $65 million but as of such date the Targets described in Section 3(b)(ii) have been met for each year, then the Compensation Committee of the Board shall have the right, in its sole discretion, to determine whether any additional vesting of fifty percent (50%) of the unvested Shares under this Option shall occur. For purposes of this Option, “net proceeds” means the net amount received by the shareholders in the aggregate after all liabilities, expenses and costs have been paid which are required to be paid or satisfied by the shareholders in connection with the Corporate Transaction. The period during which this Option may be exercised after such an event shall be determined in accordance with the other provisions of this Agreement.

     4. REPURCHASE OF SHARES AFTER TERMINATION. Until a sale of the stock or assets of the Corporation occurs as described in Section 3(f), if Employee ceases to perform services for the Company other than as a result of Normal Retirement at or after age 65, which termination may be with or without Cause or for any reason whatsoever (including death, Disability, or Retirement prior to age 65), then the Company shall have the right in its sole discretion to purchase all of the shares acquired by exercise of the Option no later than thirty (30) days after such termination (or with respect to shares acquired upon exercise of the Option after termination, no later than thirty (30) days after the date of such exercise). In the event of Employee’s death, this Section 4 shall be binding upon the Employee’s beneficiary or the representative or executor of Employee’s estate.

     (a) Termination Repurchase Price. The price the Company shall pay for each Share in the event Employee’s performance of services for the Company is terminated (the “Termination Repurchase Price”) will be an amount of cash equal to the fair market value of a share determined by the Board of Directors in the same manner and amount as if determining the Option Exercise Price under the Plan, all determined as of the date of Employee’s termination of performance of services, but not less than the exercise price paid.

     (b) Form of Payment. The Termination Repurchase Price shall be payable by delivery of the Company’s promissory note (the “Termination Note”) evidencing the Company’s obligation to pay the Termination Repurchase Price with interest accruing at a rate of seven per cent (7.0%) per annum. If the Employee’s performance of services for the Company is terminated by the Employee, then such payments shall be paid in thirty-six (36) equal monthly installments commencing thirty (30) days after closing. If the Employee’s performance of services for the Company is terminated by the Company, then such payments shall be paid in twelve (12) equal monthly payments commencing thirty (30) days after closing. The Company shall have the discretion to accelerate any or all payments.

     (c) Closing. At a time no later than thirty (30) days after the Employee’s performance of services terminates as described above (or with respect to shares acquired upon exercise of the Option after termination, at a time no later than thirty (30) days after the Employee’s exercise of the Option), the Employee shall deliver a certificate or certificates representing all of the shares, duly endorsed for transfer to the Company, free and clear of all liens, security interests, pledges or other claims or charges. Contemporaneously with the delivery of the certificates evidencing the Shares, the Company shall deliver the Termination Note.

     5. TRANSFERABILITY. This Agreement and any rights hereunder shall be nontransferable and nonassignable by the Employee or by any other person entitled hereunder to exercise any such rights; provided, however, that upon the death of the Employee any rights granted hereunder shall be transferable, subject to the provisions of subparagraph 3(d), by the Employee’s will or by the applicable laws of descent and distribution.

     6.  ADJUSTMENT OF SHARES. In the event of (i) any dividend payable in shares of Common Stock, (ii) any recapitalization, reclassification, split-up,consolidation of, or other change in, the Common Stock, or (iii) an exchange of the then outstanding shares of Common Stock, in connection with a merger, consolidation, or other reorganization of the Corporation, or a sale by the Corporation of all or a portion of its assets, for a different number or class of shares of stock or other securities of the Corporation or for shares of the stock or other securities of any other corporation; then the number and class of shares or other securities that shall be subject to this Option and/or the purchase price per share which must be paid thereafter upon exercise of this Option shall automatically be appropriately adjusted to reflect the event described in (i), (ii), or (iii) above.

     7. INVESTMENT REPRESENTATION. The Employee hereby represents, warrants and agrees:

     (a) That, unless a registration statement is effective at the time of exercise, the shares that are purchased under this Agreement will be purchased for his own account for investment purposes only and not with a view to resale or distribution thereof;

     (b) That he understands the offer of shares under this Agreement may be made pursuant to a claim of exemption from the registration provisions of the Securities Act of 1933, as amended (the “Act”) and any applicable state securities laws, and that such claim may be based in part upon the representations contained herein;

     (c) That the shares subject to this Agreement may be unregistered and, if so, will be required to be held indefinitely, unless such shares are subsequently registered or an exemption from registration is then available;

     (d) That the Corporation is under no obligation to register such shares, to comply with any such exemption or to supply the Employee with any information necessary to enable him to make routine sales of such shares under Rule 144 or any other rule or regulation of the Securities and Exchange Commission; and

     (e) That the transfer agent for the Corporation may be instructed not to transfer ownership of the stock certificate(s) representing shares acquired upon any exercise of this Option, unless in the prior written opinion of counsel reasonably acceptable to the Corporation, such transfer is lawful under the Act and applicable state securities laws.

     In regard to the foregoing, the Employee understands and agrees that the certificate(s) evidencing any shares that may be purchased pursuant to the exercise of this Option which have not been registered under the Act or any applicable state securities law, may bear an appropriate restrictive legend in a form determined in the sole discretion of the Corporation.

     8. LEGAL RESTRICTIONS. If in the opinion of legal counsel for the Corporation the issuance or sale of any shares of Common Stock pursuant to the exercise of this Option would not be lawful for any reason, including without limitation the inability of the Corporation to obtain from any governmental authority or regulatory body having jurisdiction the authority deemed by such counsel to be necessary to such issuance or sale, the Corporation shall not be obligated to issue or sell any Common Stock pursuant to the exercise of this Option to the Employee or any other authorized person unless a registration statement that complies with the provisions of the Act in respect of such shares is in effect at the time thereof, or other appropriate action has been taken under and pursuant to the terms and provisions of the Act, or the Corporation receives evidence satisfactory to such counsel that the issuance and sale of such shares, in the absence of an effective registration statement or other appropriate action, would not constitute a violation of the Act or any applicable state securities law.

     9. NO RIGHTS AS SHAREHOLDER OR TO EMPLOYMENT. Neither the Employee nor any other person authorized to purchase Common Stock upon exercise of this Option shall have any interest in or shareholder rights with respect to any shares of Common Stock which are subject to this Option until such shares have been issued and delivered to the Employee or any such person pursuant to the exercise of this Option. Furthermore, neither this Agreement nor the Plan shall confer upon the Employee any rights of employment with the Corporation or a Subsidiary, including without limitation any right to continue in the employ of the Corporation or a Subsidiary,

or shall affect the right of the Corporation or a Subsidiary to terminate the employment of the Employee at any time with or without cause.

     10. WITHHOLDING TAXES. As a condition of exercise of this Option, the Corporation may, in its sole discretion, withhold or require the Employee to pay or reimburse the Corporation for any taxes which the Corporation determines are required to be withheld in connection with the grant or any exercise of this Option.

     11. HEIRS AND SUCCESSORS. This Agreement and all terms and conditions hereof shall be binding upon the parties hereto, and their successors, heirs, legatees and legal representatives.

     12. AMENDMENT. The Corporation hereby reserves the right to amend this Agreement, except that no such amendment shall adversely affect the rights of the Employee hereunder without his written consent.

     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by its duly authorized officers, and the Employee has executed this Agreement, all as of the date first above written.

SCHEDULE A
TO
INCENTIVE STOCK OPTION AGREEMENT

Net Income Before Taxes (“NIBT”) Targets
(dollars in millions)

Fiscal Year		NIBT Tarqet				Cumulative NIBT Tarqet
2001		$	4.0			$	4.0
2002		$	4.5			$	8.5
2003		$	5.0			$	13.5
2004		$	5.5			$	19.0
2005		$	6.0			$	25.0

     For purposes of the Agreement, Net Income Before Taxes for each Fiscal Year shall be determined by the Corporation’s independent accountants in accordance with the Corporation’s GAAP financial statements and shall include such reasonable adjustments (either increases or decreases) as the Compensation Committee of the Board of Directors (or its designee) deems appropriate.

Applicable Percentage

Percentage of NIBT Tarqet Achieved		Applicable Percentage
Less than 80%			0	%
80%			20	%
85%			40	%
90%			60	%
95%			80	%
100%			100	%
110%			110	%
120%			120	%
125% or more			125	%

AMENDMENT TO THE LIFE OF THE SOUTH CORPORATION
KEY EMPLOYEE STOCK OPTION PLAN (1995)
AGREEMENT FOR W. ▇▇▇▇ ▇▇▇▇▇▇▇

     THIS AMENDMENT (“Amendment”), dated March 7^th, 2007 is made to the Stock Option Agreement for W. ▇▇▇▇ ▇▇▇▇▇▇▇, dated as of February 28, 2001, related to the grant of 50,000 stock options (of which 5,200 remain unexercised) under the Life of the South Corporation Key Employee Stock Option Plan (1995) (the “Plan”).

Recitals

     WHEREAS, Life of the South Corporation (the “Corporation”) desires to amend the terms of the Key Employee Stock Option Plan (1995) Stock Option Agreement for W. ▇▇▇▇ ▇▇▇▇▇▇▇ (the “Agreement”); and

     WHEREAS, the Corporation may amend the Agreement pursuant to Paragraph 12 of the Agreement; and

     NOW, THEREFORE, the Agreement is hereby amended as follows:

1. AMENDMENT

     1.1 Section 1. Section 5 of the Agreement shall be amended by adding the following at the end thereof:

     “If Options are exercised between the signing and closing of the transaction contemplated by that certain Agreement and Plan of Merger, dated as of March 8, 2007 among the Corporation and the other parties thereto, the Optionee shall not transfer such shares prior to the closing of such transaction, at which time the shares will be transferable as permitted by the Stockholder’s Agreement entered into in conjunction with such Agreement and Plan of Merger.”

2. MISCELLANEOUS

     2.1 Definitions. Capitalized terms not defined herein shall have the meanings set forth with respect thereto in the Agreement and/or the Plan.

     2.2 Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be considered an original for all purposes, and all of which taken together shall constitute a single instrument.

     2.3 Effect of Amendment. Except as specifically amended by this Amendment, the Agreement shall remain in full force and effect, and is hereby affirmed and ratified in all respects.

AMENDMENT TO THE LIFE OF THE SOUTH CORPORATION
KEY EMPLOYEE STOCK OPTION PLAN (1995)
AGREEMENT FOR W. ▇▇▇▇ ▇▇▇▇▇▇▇

IN WITNESS WHEREOF, the Corporation and the Employee have caused this Amendment to the Agreement to be executed as of the day written above.

CORPORATION:

AMENDMENT TO THE LIFE OF THE SOUTH CORPORATION
KEY EMPLOYEE STOCK OPTION PLAN (1995)
AGREEMENT FOR W. ▇▇▇▇ ▇▇▇▇▇▇▇

     THIS AMENDMENT (“Amendment”), dated as of June 22, 2007 is made to the Stock Option Agreement for W. ▇▇▇▇ ▇▇▇▇▇▇▇ (the “Employee”), dated as of February 28, 2001, related to the grant of 50,000 stock options (of which 5,200 remain unexercised) under the Life of the South Corporation Key Employee Stock Option Plan (1995) (the “Plan”).

Recitals

     WHEREAS, Life of the South Corporation (the “Corporation”) has entered into an Agreement and Plan of Merger, dated March 7, 2007 (the “Merger Agreement”), pursuant to which the Corporation will merge (the “Merger”) with and into LOS Acquisition Co., with the Corporation being the surviving corporation and

     WHEREAS, in connection with the Merger, the Corporation desires to amend the terms of the Key Employee Stock Option Plan Agreement for W. ▇▇▇▇ ▇▇▇▇▇▇▇ (the “Agreement”); and

     WHEREAS, the Corporation may amend the Agreement pursuant to Paragraph 12 of the Agreement and the Employee has agreed to consent to the Amendment; and

     NOW, THEREFORE, the Agreement is hereby amended, effective as of the Closing Date of the Merger, as follows:

1. Amendment

     Section 3 of the Agreement shall be amended by adding the following at the end thereof as a new subsection (g):

“(g) Change in Control Transaction. Upon a contemplated transaction, occurring after the closing of the transaction contemplated by that certain Agreement and Plan of Merger, dated as of March 7, 2007 among the Corporation and the other parties thereto, whereby the securities of the Corporation representing in excess of 50% of the voting power of the Corporation are acquired directly, or indirectly through one or more entities, by any “person” or “group” of Persons (as such terms are used in Section 13(d) of the Exchange Act), other than the Sponsors or their Permitted Transferees (as those terms are defined in the Stockholders’ Agreement) or (ii) a sale of all or substantially all of the assets of the Corporation (the “Change in Control Transaction”), the Committee may, but is not obligated to, provide for: (i) continuation or assumption of such outstanding Option under the Plan by the Corporation (if it is the surviving company or corporation) or by the surviving company or corporation or its

parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms with respect to Option Price, Term, exercise rights, adjustment of shares and other matters for such outstanding Options; (iii) upon written notice, provide that any outstanding Options must be exercised, to the extent then exercisable, within fifteen days immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (in either case contingent upon the consummation of the event), and at the end of such period, such Options shall terminate to the extent not so exercised within the relevant period; or (iv) cancellation of all or any portion of outstanding Options for fair value which shall equal the excess, if any, of the value of the consideration to be paid in the Change of Control Transaction to holders of the same number of Shares subject to such Options (or, if no such consideration is paid, Fair Market Value of the Shares subject to such outstanding Options or portion thereof being canceled) over the aggregate Option Price or exercise price, as applicable, with respect to such Option or portion thereof being canceled.”

2. Miscellaneous

2. 1 Definitions. Capitalized terms not defined herein shall have the meanings set forth with respect thereto in the Agreement and/or the Plan.

2.2 Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be considered an original for all purposes, and all of which taken together shall constitute a single instrument.

2.3 Effect of Amendment. Except as specifically amended by this Amendment, the Agreement shall remain in full force and effect, and is hereby affirmed and ratified in all respects.

     IN WITNESS WHEREOF, the Corporation and the Employee have caused this Amendment to the Agreement to be executed as of the day first written above.