================================================================================

SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 14a-12.

Bancinsurance Corporation
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Bancinsurance Corporation
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

================================================================================
2
BANCINSURANCE CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD

MAY 30, 2000

AND

PROXY STATEMENT

================================================================================

IMPORTANT

PLEASE MARK, SIGN AND DATE YOUR PROXY
AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE

BANCINSURANCE CORPORATION

20 East Broad Street
Fourth Floor
Columbus, Ohio 43215

NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS

To Our Shareholders:

The Annual Meeting of Shareholders of Bancinsurance Corporation will be
held at the offices of Porter, Wright, Morris & Arthur LLP, 41 South High
Street, 28th Floor, Columbus, Ohio on Tuesday, May 30, 2000, at 10:00 a.m.,
local Columbus, Ohio time, for the following purposes:

1. To elect six directors to serve until the next annual
meeting and until their successors are duly elected and
qualified.

2. To transact such other business as may properly come
before the meeting.

You will be most welcome at the meeting, and we hope you can attend.
Directors and officers of Bancinsurance Corporation and a representative of its
independent public accountants will be present to answer your questions and to
discuss its business.

We urge you to execute and return the enclosed proxy as soon as
possible so that your shares may be voted in accordance with your wishes. If you
attend the meeting, you may vote in person, and your proxy will not be used.

BY ORDER OF THE BOARD OF DIRECTORS
Columbus, Ohio
April 21, 2000 SALLY J. CRESS, SECRETARY

----------------------------------------------------------
PLEASE SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE
NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES
----------------------------------------------------------

BANCINSURANCE CORPORATION

20 East Broad Street
Fourth Floor
Columbus, Ohio 43215

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

PROXY STATEMENT

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

ANNUAL MEETING OF SHAREHOLDERS
MAY 30, 2000

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

This Proxy Statement is furnished to the shareholders of Bancinsurance
Corporation (the "Company") in connection with the solicitation of proxies to be
used in voting at the Annual Meeting of Shareholders to be held on May 30, 2000,
at 10:00 a.m., local Columbus, Ohio time, at the offices of Porter, Wright,
Morris & Arthur LLP, 41 South High Street, 28th Floor, Columbus, Ohio, and at
any adjournment or postponement thereof. The enclosed proxy is solicited on
behalf of the Board of Directors of the Company. This Proxy Statement and the
enclosed proxy will be first sent or given to the Company's shareholders on or
about April 21, 2000.

The shares represented by the accompanying proxy will be voted as
directed if the proxy is properly signed and received by the Company prior to
the meeting. In the absence of specific instructions to the contrary, the proxy
will be voted FOR the nominees for director named herein and, at the discretion
of the persons acting under the proxy, to transact such other business as may
properly come before the meeting or any adjournment or postponement thereof.

A proxy may be revoked by a shareholder by written notice received by
the Company prior to the meeting or in person at the meeting. If a proxy is
properly signed and not revoked by the shareholder, the shares it represents
will be voted at the meeting in accordance with the instructions of the
shareholder. Shareholders who attend the meeting may vote in person and their
proxies will not be used if such shareholder affirmatively revokes his or her
proxy prior to the meeting.

A majority of the outstanding shares of the Company will constitute a
quorum at the meeting. Abstentions and broker non-votes are counted for purposes
of determining the presence or absence of a quorum for the transaction of
business. The election of each director nominee of the Company requires the
favorable vote of a plurality of all votes cast by the holders of the Company's
common stock, without par value (the "Common Stock"), at a meeting at which a
quorum is present. Only shares that are voted in favor of a particular nominee
will be counted towards such nominee's achievement of a plurality. Proxies that
are marked "Withhold Authority" and broker non-votes are not counted toward such
nominee's achievement of a plurality and, thus, will have no effect. Each other
matter to be submitted to the shareholders at this meeting, if any, requires the
affirmative vote of the majority of shares present in

person or represented by proxy at the meeting and entitled to vote. Thus,
abstentions will be counted and will have the same effect as votes cast against
the proposal; broker non-votes will not be counted and will have no effect.

The Company will bear the cost of the solicitation of proxies, including
the cost of preparing and mailing the notice of the meeting, proxy statement,
proxy and all papers which may hereafter be issued to supplement this Proxy
Statement.

VOTING SECURITIES

Holders of record of Common Stock at the close of business on April 6,
2000 will be entitled to vote. At that date, the Company had 5,883,789 shares of
Common Stock outstanding and entitled to vote at the Annual Meeting.

Each share of Common Stock outstanding held on the record date entitles
the holder thereof to one vote upon each matter to be voted upon. The laws of
Ohio under which the Company is incorporated provide for cumulative voting
rights in the election of directors under certain circumstances. A shareholder
must give notice in writing to the President, a Vice President or the Secretary
of the Company not less than 48 hours before the time fixed for holding the
meeting of shareholders for the purpose of electing directors if notice of such
meeting has been given at least 10 days prior thereto, and otherwise not less
than 24 hours before such meeting, that he or she desires cumulative voting at
such election. If an announcement of the giving of such notice is made upon
convening of the meeting by the Chairman or Secretary, or by, or on behalf of,
such shareholder, each holder of shares shall have cumulative voting rights in
the election of directors. Cumulative voting entitles each shareholder to
cumulate the voting power he or she possesses in the election of directors and
give one nominee as many votes as is equal to the number of shares he or she
holds multiplied by the number of directors to be elected, or to distribute his
or her votes on the same principle among two or more of the nominees, as he or
she sees fit.

ELECTION OF DIRECTORS

The number of directors to be elected is six. The directors are to be
elected to hold office until the next annual meeting and until their successors
are duly elected and qualified. The shares represented by the enclosed proxy, if
authority is not withheld and the proxy is returned duly executed, will be voted
for the six nominees named below. If voting is cumulative as a result of the
request of a shareholder, the proxy holders designated by the Board of Directors
will have discretionary authority to distribute the votes of shares subject to
proxies they hold so as to elect the maximum number of nominees for director set
forth herein.

It is intended that, unless otherwise directed, the shares represented
by the enclosed proxy will be voted FOR the election of the nominees as
directors. In the event that any of the nominees for director should become
unavailable to serve, the Board of Directors may designate a substitute nominee,
in which event such shares will be voted for each substitute nominee.

Each nominee for director was elected at the 1999 Annual Meeting of
Shareholders to serve a one-year term expiring in 2000.

2
6

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

The following table sets forth certain information concerning each
nominee for director.

Directorships held in
any company with a class
of securities registered
pursuant to Sections 12
Director or 15(d) of the Securities
Name Age Since Exchange Act of 1934
---- --- ----- --------------------

Si Sokol 72 1970 None
John S. Sokol 37 1990 None
Daniel D. Harkins 70 1981 None
Milton O. Lustnauer 82 1981 None
James R. Davis 65 1987 None
Saul Sokol 80 1982 None

Si Sokol has been Chairman of the Board of Directors of the Company
since 1970 and Chief Executive Officer since December 1980, and is also Chairman
of the Board and Chief Executive Officer of Ohio Indemnity. Mr. Sokol served as
President of the Company and Ohio Indemnity from December 1980 to June 1999. Mr.
Sokol is also Chairman of American Legal Publishing Corporation. Mr. Sokol is a
Director of Fifth Third Bank of Columbus, Ohio and has previously served on the
boards of a number of corporations including several national banks and a
federally chartered savings and loan association located in the State of Ohio.
Mr. Sokol is Saul Sokol's brother and John Sokol's father.

John S. Sokol, son of Si Sokol, was elected President of Bancinsurance
Corporation and Ohio Indemnity Company in June 1999. He was Executive Vice
President of Bancinsurance and Ohio Indemnity from June 1996 to June 1999 and
Vice President from 1993 to 1996. Prior to that time, he served as an officer
for what is now The Chase Bank of New York (formally Manufacturers Hanover and
Chemical Bank) from 1989 to 1993. Mr. Sokol became a Director of Bancinsurance
Corporation and Ohio Indemnity Company in 1990. He became Chairman of Paul
Boardway and Associates, Inc. in 1999. He also serves on the Board of Trustees
of the Central Ohio Transit Authority (COTA). He holds a B.A. degree in
Economics from Denison University and a M.B.A. in Finance from Vanderbilt
University.

Daniel D. Harkins is a private investor. He also serves as a Director of
Ohio Indemnity. Prior to 1987, Mr. Harkins was the owner and president of Ace
Beverage Distributing Company. From 1973 to 1978, he served as General Sales
Manager and International Sales Manager for several divisions of Ashland
Chemical Co., and from 1978 to 1980, he served as a consultant for A. T. Kearney
Inc., a management consulting firm.

3
7

Milton O. Lustnauer is a private investor. He also serves as a Director
of Ohio Indemnity. Mr. Lustnauer was co-founder of BBF, Inc., a restaurant
chain, and served as Executive Vice President of that corporation from 1961 to
1969 when it was acquired by Borden Inc. Following the acquisition, he became
President of BBF, Inc., a position he held from 1969 to 1973. He previously
served as director of numerous corporations, including two banks.

James R. Davis joined the Company in 1989 as the Administrator of Ohio
Indemnity's Bonded Service program and was elected a Vice President of the
Company in 1992. He also serves as a Director and Vice President of Ohio
Indemnity. From 1986 to 1989, Mr. Davis served as an independent consultant to
third party administrators of self-insured workers' compensation programs. He
acted as President and Director of James R. Davis & Associates, Inc., a
corporation providing cost management services, from 1980 to 1986, which he sold
in 1985. He was President of Gates, McDonald & Company, a corporation providing
cost management services from 1971 to 1979.

Saul Sokol, brother of Si Sokol, is the owner of Sokol Insurance Agency.
He is a chartered life underwriter (CLU) and a chartered property/casualty
insurance underwriter (CPCU). He is the past president of the Columbus Life
Underwriter's Association and the Columbus Chapter of Chartered
Property/Casualty Underwriters. Mr. Sokol is a member of several local, state
and national insurance associations. In addition, he has published a book for
consumers dealing with insurance. Mr. Sokol also serves as a Director of Ohio
Indemnity.

COMMITTEES OF THE BOARD; OTHER INFORMATION

In October 1982, the Board of Directors of the Company established an
Executive Committee. The Executive Committee has authority to take any action,
other than filling vacancies on the Board of Directors or on any committee of
the Board of Directors, that the Board of Directors may from time to time
delegate to the Executive Committee. Messrs. Si Sokol, Harkins and Lustnauer
currently serve as members of the Executive Committee. The Executive Committee
did not meet during 1999.

In November 1992, the Company established an Audit Committee. The Audit
Committee recommends the annual appointment of the Company's auditors, with whom
the Audit Committee reviews the scope of the audit and nonaudit assignments and
related fees, the accounting principles used by the Company in financial
reporting, internal financial auditing procedures and the adequacy of the
Company's internal control procedures. Messrs. John Sokol, Harkins and Lustnauer
currently serve as members of the Audit Committee. The Audit Committee held two
meetings during 1999. All members of the Audit Committee attended the meetings.

In June 1994, the Company established a Stock Option Committee to
administer the 1994 Stock Option Plan. The Stock Option Committee consists
solely of directors who are not, and have never been, employees of, or paid
consultants or advisors to, the Company. The Stock Option Committee is
authorized to determine to whom and at what time options may be granted. The
Stock Option Committee determines the number of shares subject to option, the
duration of the option, the per share exercise price, the rate and manner of
exercise, and whether the option is intended to be a Nonqualified Option or an
Incentive Option. Messrs. Harkins and Lustnauer currently serve as members of
the Stock Option Committee. The Stock Option Committee held one meeting during
1999. All members of the Stock Option Committee attended the meeting.

4
8

The Company's Board of Directors held six meetings during 1999. Each of
the directors attended 75% or more of the total number of Board of Directors
meetings held during 1999.

COMPENSATION OF DIRECTORS

The directors of the Company are also directors of Ohio Indemnity, which
paid each non-employee director a $1,000 retainer plus $400 per meeting attended
in 1999. In addition, non-employee directors received $400 for each committee
meeting attended in 1999. Under the Company's 1994 Stock Option Plan,
non-employee directors automatically receive an option to purchase 2,000 shares
of the Common Stock on the first business day after each Annual Meeting of
Shareholders, provided the director continues to serve on the Board on such
date. Such options are not exercisable until one year from the date of grant and
terminate on the earlier of the tenth anniversary of the date of grant or three
months following the date the director ceases to be a director of the Company or
becomes disabled or dies. Employee directors do not receive additional
compensation from the Company or Ohio Indemnity for serving as directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In May 1994, the Company entered into a Split-Dollar Insurance Agreement
("Agreement") with the Fifth-Third Bank of Columbus as Trustee ("Trustee") for
the benefit of Si Sokol, the Company's Chief Executive Officer, and his spouse,
Barbara K. Sokol (collectively, the "Insureds"). Pursuant to the Agreement, the
Trustee has acquired a second-to-die policy on the lives of the Insureds, in the
aggregate face amount of $2,700,000. The aggregate annual premium is comprised
of a term and a whole life portion, of which the whole life portion is treated
as an interest-free loan with the insurance policy assigned to the Company as
collateral to secure the Company's interest in the policy. The term and whole
life portion of the split-dollar life insurance policy equaled $1,339 and
$70,380, respectively, for 1999. All premiums paid by the Company in connection
with the split-dollar life insurance policy are to be repaid, in full, without
interest, upon the death of the second-to-die of the Insureds. In addition, Mr.
and Mrs. Sokol have contributed 15,000 shares of the Company's Common Stock to
the Si and Barbara K. Sokol Irrevocable Trust dated May 6, 1994 (the "Trust"),
and the Trust has pledged such shares to secure the Trustee's rights under the
Agreement.

The Company places its insurance coverages with the Sokol Insurance
Agency whose principal is Saul Sokol, a director of the Company and Ohio
Indemnity.

Management believes that the transactions with affiliates, including the
insurance products mentioned above, have not been material and have been made
under terms that were no less favorable to the Company than those that would
have been offered to or could have been obtained from unaffiliated third
parties. In the future, the Company will not enter into any transactions with
officers, directors, principal shareholders or affiliates, including loans,
unless the terms are no less favorable to the Company than those that could be
obtained from unaffiliated third parties and the transactions are approved by a
majority of the Company's directors, including a majority of disinterested
directors.

OWNERSHIP OF VOTING STOCK

The following table sets forth the beneficial ownership of the Company's
Common Stock as of March 31, 2000 by: (i) each person known by the Company to be
the beneficial owner of more than 5% of the outstanding

5
9

Common Stock of the Company; (ii) each of the Company's directors and the
executive officers named in the Summary Compensation Table; and (iii) the
directors and executive officers as a group.

Name and Address Number of Shares Percent
of Beneficial Beneficially of
Owner Owned(1,2) Class(2)
- ------------------ -------------------- ----------

Si Sokol 2,957,995(3, 4) 50.3%
Chairman and Chief Executive Officer
20 East Broad Street, Fourth Floor
Columbus, Ohio 43215

Barbara K. Sokol 2,957,995(3) 50.3%
20 East Broad Street, Fourth Floor
Columbus, Ohio 43215

John S. Sokol 324,247(3,4) 5.5%
Director and President
20 East Broad Street, Fourth Floor
Columbus, Ohio 43215

Daniel D. Harkins 60,825(4) 1.0%
Director
20 East Broad Street, Fourth Floor
Columbus, Ohio 43215

Milton O. Lustnauer 439,938(4) 7.5%
Director
20 East Broad Street, Fourth Floor
Columbus, Ohio 43215

James R. Davis 41,100(4) 0.7%
Director and Vice President
20 East Broad Street, Fourth Floor
Columbus, Ohio 43215

Saul Sokol 322,842(4) 5.5%
Director
20 East Broad Street, Fourth Floor
Columbus, Ohio 43215

Sally Cress 67,850(4) 1.2%
Treasurer and Secretary
20 East Broad Street, Fourth Floor
Columbus, Ohio 43215

All directors and
executive officers as a group
(7 persons) 3,969,780(4) 65.8%

6
10

(1) Except as otherwise noted, none of the named individuals shares with
another person either voting or investment power as to the shares
reported.

(2) Calculated on the basis of the number of outstanding shares plus the
number of shares a person has the right to acquire within 60 days of
March 31, 2000.

(3) Includes 2,330,144 shares owned by Barbara K. Sokol, of which 719,301
shares are owned by her as trustee for her children including 239,767
shares as trustee for John Sokol, her son, and 607,851 shares owned by Si
Sokol, her husband. Included in both Mr. and Mrs. Sokol's shares are
15,750 indirectly owned shares that were contributed, 7,875 shares from
each, to the Si and Barbara K. Sokol Irrevocable Trust (Fifth Third Bank
as Trustee) in connection with a split-dollar insurance policy on the
life of Mr. and Mrs. Sokol, for the benefit of their three children,
including 5,250 shares as pledged through a collateral agreement for John
Sokol, over which John Sokol shares no investment control over the Trust.
The rules of the Securities and Exchange Commission require that Mr. and
Mrs. Sokol's shares be aggregated for purposes of this disclosure;
however, Mr. and Mrs. Sokol each disclaim any beneficial ownership of the
other's shares.

(4) Includes 20,000, 43,000, 12,000, 12,000, 25,000, 12,000 and 29,000 shares
each for Messrs. Si Sokol, John Sokol, Harkins, Lustnauer, Davis, Saul
Sokol and Mrs. Cress, respectively, and 153,000 shares for all directors
and executive officers of the Company as a group which may be purchased
pursuant to stock options exercisable within 60 days of March 31, 2000.

EXECUTIVE OFFICERS OF THE COMPANY

Executive officers are elected annually by the Board of Directors and
serve at the pleasure of the Board. In addition to Si Sokol, Chairman of the
Board and Chief Executive Officer, John S. Sokol, President, and James R. Davis,
Vice President, the following person is an executive officer of the Company.

Sally J. Cress, age 44, has served as the Treasurer and Secretary of the
Company and Ohio Indemnity since March 1985. She also serves as a Director of
Ohio Indemnity.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid or accrued by the
Company and its principal subsidiaries to the Company's Chief Executive Officer
and the executive officers whose salary and bonus exceeded $100,000 for the
fiscal years ended December 31, 1999, 1998 and 1997, respectively.

7
11

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation
Compensation Awards
--------------------- -------------
(a) (b) (c) (d) (g) (i)
Securities All Other
Name and Principal Salary Bonus Underlying Compensation
Position Year ($) ($) Options (#) ($) (1)
- -------------------------------------------------------------------------------------------------

SI SOKOL(2) 1999 $ 250,000 $ 100,000 - $ 11,115
Chairman and 1998 251,846 100,000 50,000 10,603
Chief Executive Officer 1997 231,616 70,000 - 9,930

JOHN S. SOKOL 1999 130,000 75,000 40,000 14,256
President 1998 130,962 50,000 25,000 13,916
1997 125,385 25,000 25,000 12,078

JAMES R. DAVIS 1999 122,000 35,000 10,000 11,675
Vice President 1998 122,911 70,000 10,000 11,521
1997 118,906 70,000 5,000 10,911

SALLY J. CRESS 1999 85,812 22,000 5,000 6,289
Treasurer and Secretary 1998 83,866 20,000 5,000 5,586
1997 80,448 17,500 5,000 5,308

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

(1) Represents, for each named executive, the amount of the Corporations
matching contributions to the Ohio Indemnity Company Employee 401(k) and
Profit Sharing Plan (the "401(k) Plan"), effective January 1, 1996.
Messrs. Si Sokol, John Sokol, Davis and Mrs. Cress are 100% vested in
the 401(k) Plan as of December 31, 1999. Additionally, Mr. John Sokol
and Mr. Davis are entitled to annual reimbursement for automobile
expenses of $5,400 per annum, and, for Mr. Si Sokol, costs associated
with the term portion of a split-dollar life insurance policy, which
premium equaled $1,339, $1,138 and $967 for 1999, 1998 and 1997,
respectively.

(2) The aggregate annual premium of Mr. Si Sokol's split-dollar life
insurance policy is comprised of a term and a whole life portion, of
which the whole life portion is treated as an interest-free loan. The
premium for the whole life portion of Mr. Si Sokol's split-dollar life
insurance policy equaled $70,380, $70,581 and $70,752 for 1999, 1998 and
1997, respectively, and has not been included in the Summary
Compensation Table. The aggregate annual premiums associated with the
split-dollar life insurance policy are to be repaid, in full, upon the
second-to-die of Mr. and Mrs. Si Sokol.

The following table sets forth certain information regarding stock
options granted to the executive officers named in the Summary Compensation
Table during the Company's 1999 fiscal year and the exercise price and
expiration date of the options granted to such executive officers.

8
12

OPTION GRANTS IN LAST FISCAL YEAR

Potential Realized
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option term (2)(3)
- -------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of
Securities % of Total
Underlying Options Granted Exercise
Options to Employees in Price Expiration
Name Granted(#) Fiscal Year ($/Sh)(1) Date 5%($) 10%($)
- -------------------------------------------------------------------------------------------------

Si Sokol - - - - - -

John S. Sokol(4) 40,000 53.3% $ 5.375 7-15-09 $350,212 $557,655

James R. Davis(4) 10,000 13.3 5.375 7-15-09 87,553 139,414

Sally J. Cress((4) 5,000 6.7 5.375 7-15-09 43,777 69,707

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

(1) The option price is the fair market value of the Company's common stock
on the date of grant, determined in accordance with the 1994 Stock
Option Plan (i.e., the closing sales price per share on the Nasdaq
National Market on that date).

(2) The dollar amounts in these columns are the product of (a) the
difference between (1) the product of $5.375 (the per share market price
on the date of grant) and the sum of 1 plus the assumed rate of
appreciation (5% and 10%) compounded over the term of the option (ten
years) and (2) $5.375 (the per share exercise price) and (b) the number
of shares underlying the grant at the end of fiscal 1999.

(3) The appreciation rates stated are arbitrarily assumed, and may or may
not reflect actual appreciation in the stock price over the life of the
option. Regardless of any theoretical value which may be placed on a
stock option, no increase in its value will occur without an increase in
the value of the underlying shares. Whether such an increase will be
realized will depend not only on the efforts of the recipient of the
option, but also on the conditions in the Company's industry and market
area, competition, and general and local economic conditions, over which
the optionee may have little or no control.

(4) These options were granted July 16, 1999 and will vest 20% every year
over a five year period.

9
13

The following table sets forth certain information regarding stock
options exercised by the executive officers named in the Summary Compensation
Table during the Company's 1999 fiscal year and the year-end values of
unexercised options held by such executive officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

- ----------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Shares Value Year End (#) Year End ($)(2)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($)(1) Unexercisable Unexercisable

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

Si Sokol - - 10,000/40,000 $5,000/$20,000

John S. Sokol - - 33,000/77,000 38,250/31,125

James R. Davis - - 22,000/23,000 18,250/12,375

Sally J. Cress - - 27,000/13,000 53,000/8,250

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

(1) Represents the difference between the per share fair market value on
the date of exercise and the per option exercise price, multiplied by
the number of shares to which the exercise relates.

(2) Represents the total gain which would be realized if all in-the-money
options held at year end were exercised, determined by multiplying the
number of shares underlying the options by the difference between the
per share option exercise price and the per share fair market value of
$5.25 on December 31, 1999. An option is in-the-money if the fair
market value of the underlying shares exceeds the exercise price of the
option.

The following Compensation Committee Report and Performance Graph will
not be deemed incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any of the Company's filings under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that the Company specifically incorporates this
information by reference and will not otherwise be deemed filed under such Acts.

10
14

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

OVERVIEW

The Chief Executive Officer, with the advice of the Board of Directors,
reviews and evaluates individual executive officers and determines the
compensation for each executive officer. In general, the Company's philosophy is
to attract, motivate and retain qualified key executives, reward individual
performance, relate compensation to Company goals and objectives and enhance
stockholder value. The Company's compensation program includes competitive base
salaries annual bonus opportunities, competitive benefits and long-term awards
under the Bancinsurance Corporation 1994 Stock Option Plan (the "Plan").

COMPENSATION OF CHIEF EXECUTIVE OFFICER

Mr. Si Sokol became the Company's Chief Executive Officer in June 1980.
In 1999, Mr. Sokol's base salary was $250,000. Determination of Mr. Sokol's
salary was primarily based on experience and previous performance. The $100,000
cash bonus accrued to Mr. Sokol for 1999 was based primarily on the Company
achieving certain specified financial performance goals and the perceptions of
the Committee.

COMPENSATION OF EXECUTIVE OFFICERS

The Company's compensation program for its executive officers is based
on the following objectives:

- Competitive pay and benefits that allow the Company to attract and
retain people with skills critical to the long-term success of the
Company.

- Motivate and reward individual and team performance in attaining
business objectives and maximizing shareholder value.

- Include the granting of equity based awards so as to align the
interests of executive officers with those of stockholders.

Compensation for executive officers in 1999 consisted of base salary,
bonuses, stock options and other incentive programs. Base salaries and bonuses
were paid to executive officers (excluding the Chief Executive Officer) based
upon each such executive officer's individual performance, duties,
responsibilities, experience, the recent financial performance of the Company,
and other factors.

Stock options were awarded under the Plan to executive officers
(excluding the Chief Executive Officer) in July 1999. The future determination
of such awards will be based on the executive's contributions, performance and
perceived ability to impact overall business results.

11
15

IMPACT OF 1993 TAX ACT CHANGES

The Budget Reconciliation Act of 1993 (the "Act") amended the Internal
Revenue Code to add Section 162(m) that bars a deduction to any publicly held
corporation for compensation paid to a "covered employee" in excess of
$1,000,000 per year (the "Dollar Limitation"). A covered employee of the Company
is any employee who appears in the Summary Compensation Table who is also
employed by the Company on December 31. The Dollar Limitation applies to tax
years beginning after 1993.

The legislation potentially impacts three components of the Company's
executive compensation package. These include base salaries, bonuses, and awards
under the Plan. The Company does not believe that the legislation as amended
will have any effect on the deductibility of compensation payable in 1999 to any
of its executive officers.

The Company believes that the Plan currently qualifies for the
exemption provided for performance based compensation and awards under the Plan
will not be subject to the Dollar Limitation.

BOARD OF DIRECTORS:

Si Sokol
John S. Sokol
Daniel D. Harkins
James R. Davis
Saul Sokol
Milton O. Lustnauer

12
16

PERFORMANCE GRAPH

The following indexed graph and table indicate the Company's total
stockholder return for the five year period ending December 31, 1999 as compared
to the total return for the Nasdaq Stock Market (U.S.) Index and the Standard
and Poor's Insurance (Property-Casualty) Index, assuming a common starting point
of 100. Total return indices are weighted using beginning-period market
capitalization for each of the reported time periods. Please note that the graph
and table are five year historical representations and, as such, are not
indicative of future performance relative to the Indices.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN

[GRAPH]

Cumulative Total Return
----------------------------------------------------------
12/94 12/95 12/96 12/97 12/98 12/99

Bancinsurance Corporation 100.00 76.92 119.23 142.31 161.54 169.62
NASDAQ Stock Market (U.S.) 100.00 141.33 173.89 213.07 300.25 542.43
S & P Insurance (Property-Casualty) 100.00 135.40 164.53 239.33 222.69 166.00

13
17

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors is currently reviewing proposals from candidates
to serve as independent certified public accountants to examine and report on
the Company's financial statements for the current fiscal year, and to perform
other appropriate audit, accounting and consulting services.
PricewaterhouseCoopers LLP served as the Company's independent accountants and
audited the Company's financial statements for the year ended December 31, 1999.
Representatives of PricewaterhouseCoopers LLP will be present at the meeting and
will have an opportunity to make a statement if they desire to do so. Such
representatives will be available to respond to appropriate questions.

PROPOSALS BY SHAREHOLDERS FOR 2001 ANNUAL MEETING

If any shareholder of the Company wishes to submit a proposal to be
included in next year's Proxy Statement and acted upon at the annual meeting of
the Company to be held in 2001, the proposal must be received by the Secretary
of the Company at the principal executive offices of the Company, 20 East Broad
Street, Fourth Floor, Columbus, Ohio 43215, prior to the close of business on
March 10, 2001. Any proposal submitted after that date may be omitted by the
Company from the Proxy Statement and form of proxy relating to that meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and greater than 10% shareholders,
to file reports of ownership and changes in ownership of the Company's
securities with the Securities and Exchange Commission (SEC). Copies of the
reports are required by SEC regulation to be furnished to the Registrar. Based
on its review of such reports and written representations from reporting
persons, the Company believes that, during fiscal 1999, all filing requirements
were complied with.

OTHER MATTERS

The Company's 1999 Annual Report was furnished to shareholders prior to
or concurrently with the mailing of this proxy material. Extra copies of the
1999 Annual Report are available upon request.

As of this date, management knows of no other business that will come
before the meeting. Should any other matter requiring a vote of shareholders
arise, the proxy in the enclosed form confers upon the person or persons
designated to vote the shares discretionary authority to vote the same with
respect to any such other matter in accordance with their best judgment.

UPON THE WRITTEN REQUEST OF ANY PERSON WHOSE PROXY IS HEREBY SOLICITED,
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM
10-K, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY SUCH REQUEST
SHOULD BE ADDRESSED TO SALLY J. CRESS, SECRETARY, BANCINSURANCE CORPORATION, 20
EAST BROAD STREET, FOURTH FLOOR, COLUMBUS, OHIO 43215.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN
AND DATE THE ENCLOSED PROXY AND TO MAIL IT PROMPTLY.

BY ORDER OF THE BOARD OF DIRECTORS

Sally J. Cress, Secretary

April 21, 2000

18
BANCINSURANCE CORPORATION
20 EAST BROAD STREET, FOURTH FLOOR
COLUMBUS, OHIO 43215
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Daniel D. Harkins, Milton O. Lustnauer,
and Si Sokol, or any of them as proxies, each with the power to appoint his
substitute, and hereby authorizes them (or any of them if all shall not be
present) to represent and to vote, as indicated, at the Annual Meeting of
Shareholders of Bancinsurance Corporation to be held May 30, 2000, at 10:00 a.m.
local time, at the offices of Porter, Wright, Morris & Arthur, 41 South High
Street, 28th Floor, Columbus, Ohio, or at any adjournment thereof, upon the
election of directors and, in their discretion, upon such other business as may
properly come before the meeting, all the Common Shares of Bancinsurance
Corporation held of record by the undersigned on April 6, 2000.

1. ELECTION OF DIRECTORS [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for ALL nominees listed below

James R. Davis Saul Sokol Daniel D. Harkins John S. Sokol Milton O. Lustnauer Si Sokol

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S
NAME.

2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
(This Proxy Continues And Must Be Signed On The Reverse Side)

19
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders, the Proxy Statement and the 1999 Annual Report.

[ ] Please check if you plan to attend the Annual Meeting.

PLEASE RETURN PROXY IN ENVELOPE FURNISHED.

--------------------------------
(Date)

--------------------------------
(Signature)

--------------------------------
(Second Signature, if Applicable)

Please date and sign exactly as
name appears above. When signing
as attorney, executor,
administrator, trustee, guardian
or corporate officer, please
give full title. All joint
owners must sign. Please return
promptly.