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(A)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-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)(4) and 0-11.

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[ ] 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.

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BANCINSURANCE CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD

JUNE 2, 2003

AND

PROXY STATEMENT

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

IMPORTANT

PLEASE COMPLETE, SIGN AND DATE YOUR PROXY CARD
AND PROMPTLY RETURN IT IN THE ACCOMPANYING ENVELOPE

BANCINSURANCE CORPORATION

250 East Broad Street
Tenth Floor
Columbus, Ohio 43215

NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TO BE HELD JUNE 2, 2003

To Our Shareholders:

Notice is hereby given that the Annual Meeting of Shareholders of
Bancinsurance Corporation will be held at The Columbus Club, 181 East Broad
Street, Columbus, Ohio 43215, on Monday, June 2, 2003, at 10:30 a.m., Eastern
Daylight Time, for the following purposes:

1. To elect seven directors to serve until the next annual meeting
of shareholders and until their successors are duly elected and
qualified;

2. To ratify the appointment of Ernst & Young LLP as independent
auditors of the Company for the 2003 fiscal year; and

3. To transact such other business as may properly be brought before
the Annual Meeting or any adjournment thereof.

Only shareholders of record at the close of business on April 9, 2003
will be entitled to notice of, and to vote at, the Annual Meeting or at any
adjournment or postponement thereof.

We hope you can attend the Annual Meeting. Directors and officers of
Bancinsurance Corporation and a representative of our independent auditors will
be present to answer your questions and to discuss our business.

We urge you to complete, sign, date and return the enclosed proxy card
as soon as possible so that your common shares may be voted in accordance with
your wishes. Proxies are revocable at anytime, and 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 23, 2003 SALLY J. CRESS
SECRETARY

PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES

BANCINSURANCE CORPORATION

250 East Broad Street
Tenth Floor
Columbus, Ohio 43215

----------

PROXY STATEMENT

FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 2, 2003

----------
April 23, 2003

This proxy statement is furnished to the shareholders of Bancinsurance
Corporation (the "Company") in connection with the solicitation of proxies by
the Company's Board of Directors to be used at the Annual Meeting of
Shareholders to be held on June 2, 2003, at 10:30 a.m., Eastern Daylight Time,
at The Columbus Club, 181 East Broad Street, Columbus, Ohio 43215, and at any
adjournment or postponement thereof (the "Annual Meeting"). This proxy statement
and the enclosed proxy card are first being sent or given to the Company's
shareholders on or about April 23, 2003. The Annual Report of the Company for
the fiscal year ended December 31, 2002, including financial statements, is
being mailed to all shareholders together with this Proxy Statement.

You may revoke your proxy at any time before it is exercised at the Annual
Meeting by filing with the Company a notice in writing revoking it, by duly
executing a proxy bearing a later date or by attending the Annual Meeting and
voting in person. Attending the Annual Meeting without voting will not revoke a
proxy. Subject to such revocation and except as otherwise stated herein or in
the proxy card, all proxies duly executed and received prior to, or at the time
of, the Annual Meeting will be voted in accordance with the instructions
contained therein. If no instructions are given, valid proxies will be voted for
the election as directors of the nominees identified herein, for the
ratification of the appointment of the independent auditors and, at the
discretion of the proxy holders, on any other matters that may properly be
brought before the Annual Meeting or any adjournment or postponement thereof.

The entire expense of preparing, assembling, printing and mailing the proxy
card and other materials used in the solicitation of proxies will be paid by the
Company. Proxies may be solicited personally or by telephone, mail, facsimile or
telegraph. Officers or employees of the Company may assist with personal or
telephone solicitations and will receive no additional compensation. The Company
will also reimburse brokerage houses and other nominees for their reasonable
expenses in forwarding proxy materials to beneficial owners of the Company's
common shares.

VOTING SECURITIES

Holders of record of the Company's common shares, without par value
(the "Common Shares"), at the close of business on April 9, 2003 (the "Record
Date") will be entitled to notice of, and to vote at, the Annual Meeting. At the
Record Date, there were 4,950,291 Common Shares issued and outstanding. A quorum
for the Annual Meeting is a majority of the issued and outstanding Common
Shares.

Each Common Share outstanding on the Record Date entitles the holder
thereof to one vote upon each matter to be voted upon. The laws of the State 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 before 10:30 a.m. on May 31, 2003 if he or she desires cumulative
voting for the election of directors. If an announcement of the giving of such
notice is made upon convening of the Annual Meeting by the Chairman or
Secretary, or by, or on behalf of, such shareholder, each shareholder will 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 Common 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.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Pursuant to the Company's Amended and Restated Code of Regulations, the
Board of Directors is comprised of seven directors, each of whom serves a one
year term. The Board has nominated the persons identified below for election as
directors of the Company at the Annual Meeting. The seven nominees receiving the
greatest number of votes will be elected to serve until the 2004 Annual Meeting
of Shareholders and until their successors are duly elected and qualified or
until their earlier death, resignation or removal. Withheld votes with respect
to any nominee will be counted for purposes of establishing a quorum, but will
have no effect on the election of that nominee. If voting is cumulative as a
result of the request of a shareholder, the enclosed proxy card would grant
discretionary authority to the proxy holders named therein to distribute the
votes of Common Shares subject to proxies they hold so as to elect the maximum
number of nominees for director set forth herein.

Unless otherwise directed in your proxy, the Common Shares voted
pursuant thereto will be voted FOR the election of the nominees identified
below. In the event that any of the nominees for director should become
unwilling or unavailable to serve, the Common Shares represented by proxies
received will be voted in accordance with the best judgment of the proxy holders
for the election of the remaining nominees and for the election of any
substitute nominee(s) designated by the Board of Directors.

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:

CURRENT POSITION DIRECTOR
NAME AGE WITH COMPANY SINCE
---- --- ------------ -----

Si Sokol 75 Chief Executive Officer, Chairman of 1970
the Board, Chairman of Executive
Committee

John S. Sokol 40 President, Director 1990

Daniel D. Harkins 73 Director, Chairman of Audit 1981
Committee, member of Executive
Committee, member of Compensation
Committee

Saul Sokol 83 Director, member of Executive Committee 1982

William S. Sheley 41 Director, member of Audit Committee, 2000
member of Compensation Committee

Matthew D. Walter 34 Director, Chairman of Compensation 2001
Committee

Kenton R. Bowen 40 Director, member of Audit Committee 2002

Si Sokol has been Chairman of the Board since 1970 and Chief Executive
Officer since December 1980. He is also Chairman of the Board and Chief
Executive Officer of Ohio Indemnity Company, the Company's wholly-owned
property/casualty insurance subsidiary ("Ohio Indemnity"). He served as
President of the Company and Ohio Indemnity from December 1980 until June 1999.
He is also Chairman of the Board of American Legal Publishing Corporation, the
Company's wholly-owned municipal code publishing subsidiary ("American Legal
Publishing"). He is a former director of Fifth Third Bank of Columbus, Ohio and
has previously served on the boards of numerous corporations, including several
national banks and a federally chartered savings and loan association located in
the State of Ohio. He currently serves on the Fifth Third Bank Community
Advisory Forum. Si Sokol is John S. Sokol's father and Saul Sokol's brother.

John S. Sokol has been President of the Company and Ohio Indemnity
since June 1999. He was Executive Vice President of the Company and Ohio
Indemnity from June 1996 until June 1999 and Vice President of the Company and
Ohio Indemnity from 1993 until June 1996. From 1989 until 1993, he served as an
officer for what is now JP Morgan Chase Bank of New York (formally Manufacturers
Hanover and Chemical Bank). He holds a B.A. degree in economics from Denison
University and a M.B.A. in finance from Vanderbilt University. John S. Sokol is
the son of Si Sokol and the nephew of Saul Sokol.

Daniel D. Harkins is a private investor. Prior to 1987, Mr. Harkins
owned and served as President of Ace Beverage Distributing Company. From 1978
until 1980, he served as a consultant for A. T. Kearney Inc., a management
consulting firm. From 1973 until 1978, he served as General Sales Manager and
International Sales Manager for several divisions of Ashland Chemical Company.

Saul Sokol is the owner of Sokol Insurance Agency. He is a chartered
life underwriter and a chartered property/casualty underwriter; the past
President of the Columbus Life Underwriter's Association and the Columbus
Chapter of Chartered Property/Casualty Underwriters; and a member of several
local, state and national insurance associations. In addition, he has published
a book for consumers concerning common insurance related questions. Saul Sokol
is the brother of Si Sokol and the uncle of John S. Sokol.

William S. Sheley has served as Senior Vice President of Customer
Intelligence since January 2002 for Bank One Retail Group. From January 2001
until January 2002, he served as Senior Vice President of Marketing for Bank One
Retail Group, and from 1999 until January 2001, he served as Chief Technology
Officer for Bank One Retail Group. From 1996 until 1999, Mr. Sheley was Vice
President and Division Manager for Bank One's Transaction Processing Services
Group. From 1986 until 1996, he was a Senior Manager within the financial
services industry team at Accenture. He holds a B.S in computer science and a
M.B.A. in finance from Purdue University.

Matthew D. Walter has served as Managing Partner of Talisman Capital
Partners I, LLC, an investment entity that makes private investments in
established operating companies, since 1999. Mr. Walter has also served as the
Chief Executive Officer of Bound Tree Medical, LLC, a supplier of medical
equipment and supplies to the emergency care market, since 2000. From 1995 until
2000, Mr. Walter was an executive with Cardinal Health, Inc., where he had
responsibility for Cardinal's pharmaceutical packaging subsidiary with annual
revenues in excess of $1.3 billion. Mr. Walter serves on the Board of Directors
of Cardinal Health, Inc., a public entity, and the Board of Trustees of the
Columbus Academy, a private not-for-profit entity, and I Know I Can, a private
not-for-profit entity. He holds a B.A. in economics from Williams College and an
M.B.A. from The Wharton School at the University of Pennsylvania.

Kenton R. Bowen has served as President and Director of CallTech
Communications, LLC since 1996. From 1992 until 1996, he was the Vice President
of Corporate Finance at Provident Bank in Columbus, Ohio. From 1990 until 1992,
Mr. Bowen was a Vice President at Bank One in Columbus, Ohio. Mr. Bowen serves
on the Board of Directors of Netwalk Inc., a private for-profit entity, and
Adams Medical Venture, a private for-profit entity, and as a Managing Partner of
Weiler-Bowen, Ltd. He holds a B.A. in accounting and financing from Ohio
Northern University.

BOARD AND COMMITTEE MEETINGS

The Board of Directors held five meetings during the 2002 fiscal year.
The Board has three standing committees: (1) the Audit Committee; (2) the
Compensation Committee; and (3) the Executive Committee. Each of the directors
attended at least 75% or more of the total number of meetings of the Board and
of the committees on which he served during the 2002 fiscal year. The Board does
not have a nominating committee. The full Board currently selects the nominees
for directors.

The Audit Committee acts pursuant to the Audit Committee Charter that
was adopted by the Board of Directors on May 1, 2000 (the "Audit Committee
Charter"). The Audit Committee, subject to the approval of the Board, selects
the Company's independent auditors, with whom the Audit Committee reviews the
scope of the independent auditors' audit and nonaudit assignments and the
related fees, the accounting principles used by the Company in financial
reporting, the Company's internal financial auditing procedures and the adequacy
of the Company's internal controls and procedures. No member of the Audit
Committee is an employee of the Company. Each member of the Audit Committee
qualifies as an independent director under the current rules of the National
Association of Securities Dealers (the "Nasdaq Rules"). As contemplated by the
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the rules and
regulations promulgated by the Securities and Exchange Commission (the
"Commission") thereunder, the Audit Committee will assume direct responsibility
for the appointment, compensation, retention and oversight of the Company's
independent auditors in accordance with the timetable established by the
Commission. The Audit Committee's report relating to the 2002 fiscal year
appears on page 12. The Audit Committee held five meetings during the 2002
fiscal year.

The Compensation Committee's duties include: administering the
Company's 1984 Stock Option Plan, 1994 Stock Option Plan and 2002 Stock
Incentive Plan; reviewing, considering and determining all matters concerning
salary and other compensation and benefits for the Company's executive officers;
and reviewing, considering and making recommendations to the Board of Directors
concerning executive officer organizational issues and succession plans. No
member of the Compensation Committee is, or has ever been, an employee of, or a
paid consultant or advisor to, the Company. The Compensation Committee held two
meetings during the 2002 fiscal year.

Between meetings of the Board of Directors, the Executive Committee
has, to the extent permitted by law, all of the powers and duties of the Board.
Si Sokol, Daniel D. Harkins and Saul Sokol currently serve as members of the
Executive Committee. The Executive Committee did not meet during the 2002 fiscal
year.

The Board of Directors is in the process of reviewing the Commission's
rules and regulations implementing the Sarbanes-Oxley Act and the proposed
changes to the Nasdaq Rules relating to corporate governance matters and intends
to take timely and appropriate action to comply with such Commission rules and
regulations and such changes to the Nasdaq Rules as they are finalized and
implemented. In addition, the Board is in the process of developing and intends
to adopt a code of conduct that complies with the requirements for such a code
of conduct under the proposed changes to the Nasdaq Rules and constitutes a code
of ethics applicable to the Company's principal executive officer and senior
financial officers in accordance with the Sarbanes-Oxley Act and the
Commission's rules and regulations implementing the Sarbanes-Oxley Act.

COMPENSATION OF DIRECTORS

As payment for serving on the Board of Directors and any of its
committees, each non-employee director receives a $1,000 retainer plus $500 for
each Board meeting attended and $500 for each committee meeting attended. In
addition, each non-employee director annually receives an option to purchase
2,000 Common Shares. Such options are not exercisable until one year after 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. Employee directors receive no additional compensation from the
Company or Ohio Indemnity for serving as directors. Each director of the Company
also serves as a director of Ohio Indemnity and receives no additional
compensation therefor.

PROPOSAL NO. 2
INDEPENDENT PUBLIC AUDITORS

Upon the recommendation of the Audit Committee, the Board of Directors
has appointed Ernst & Young LLP as the Company's independent auditors for fiscal
year 2003. Although action by the shareholders is not required with respect to
this matter, the Board believes that shareholder ratification of the appointment
of Ernst & Young LLP is appropriate because of the independent auditor's role in
maintaining the quality and integrity of the Company's internal controls and
procedures and financial reporting practices. Ernst & Young LLP has served as
the Company's independent auditors since 2000. A representative of Ernst & Young
LLP will be present at the Annual Meeting and will be available to answer
questions. The representative will have the opportunity to make a statement at
the Annual Meeting.

The affirmative vote of the holders of a majority of the Common Shares
entitled to vote and present, in person or by properly executed proxy, at the
Annual Meeting is required to ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for fiscal year 2003. Abstentions and broker
non-votes will be counted for purposes of establishing a quorum and will have
the same effect as a vote against the proposal. In the event that the
shareholders do not ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for fiscal year 2003, the Board will consider other
independent auditors upon the recommendation of the Audit Committee.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR FISCAL YEAR 2003.

PRINCIPAL SHAREHOLDERS

The following table sets forth the beneficial ownership of Common
Shares as of March 31, 2003 (except as otherwise noted) by: (1) each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Shares; (2) each of the Company's directors, nominees for
director and executive officers named in the Summary Compensation Table; and (3)
the directors and executive officers of the Company as a group.

NAME NUMBER OF COMMON PERCENT
OF BENEFICIAL SHARES BENEFICIALLY OF
OWNER OWNED(1) CLASS
- ------------------ ---------------------- --------

Si Sokol 2,439,168(2, 3, 7) 48.78%
Chairman and Chief Executive Officer

Barbara K. Sokol 2,439,168(2, 4) 48.78%

John S. Sokol 2,003,938(2, 5, 7) 39.73%
Director and President

Kenton R. Bowen 10,000 (8)
Director

Daniel D. Harkins 64,825(7) 1.31%
Director

William S. Sheley 7,000(7) (8)
Director

Saul Sokol 268,012(6, 7) 5.40%
Director

Matthew D. Walter 27,000(7) (8)
Director

NAME NUMBER OF COMMON PERCENT
OF BENEFICIAL SHARES BENEFICIALLY OF
OWNER OWNED(1) CLASS
- ------------------ ---------------------- --------

Daniel J. Stephan 12,000(7) (8)
Vice President of Marketing of Ohio Indemnity

Sally J. Cress 78,850(7) 1.58%
Treasurer and Secretary

Stephen G. Wolf 2,000(7) (8)
President of American Legal Publishing

All directors, nominees and
executive officers as a group
(10 persons) 3,162,793 61.13%

Dimensional Fund Advisors Inc. 286,595(9) 5.79%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA. 90401

(1) Except as otherwise noted, the beneficial owners have sole voting and
dispositive power over the Common Shares shown.

(2) Falcon Equity Partners, L.P., an Ohio limited partnership ("Falcon Equity
Partners") whose sole partners are members of the Si Sokol family, owns of
record 1,750,000 Common Shares. Si Sokol and Barbara K. Sokol each own a
36.6 percentage interest in Falcon Equity Partners and their children, John
S. Sokol, James K. Sokol and Carla A. Sokol, each own an 8.9 percentage
interest in Falcon Equity Partners. As the sole managing general partner,
Si Sokol has sole power to dispose or direct the disposition of the Common
Shares owned of record by Falcon Equity Partners. As the general partners,
Si Sokol, Barbara K. Sokol and John S. Sokol share the power to vote or
direct the vote with respect to the Common Shares owned of record by Falcon
Equity Partners.

(3) 1,750,000 of these Common Shares are beneficially owned by Si Sokol as the
sole managing general partner and a general partner of Falcon Equity
Partners, as more fully described in note (2) above. 321,976 of these
Common Shares are owned of record or through a broker by Si Sokol. 317,192
of these Common Shares are owned of record or through a broker by Barbara
K. Sokol, Si Sokol's wife. The rules and regulations of the Commission
require that the Common Shares owned by Si Sokol and Barbara K. Sokol be
aggregated for purposes of this disclosure; however, Si Sokol disclaims
beneficial ownership of the Common Shares owned by Barbara K. Sokol.

(4) 1,750,000 of these Common Shares are beneficially owned by Barbara K. Sokol
as a general partner of Falcon Equity Partners, as more fully described in
note (2) above. 317,192 of these Common Shares are owned of record or
through a broker by Barbara K. Sokol. 321,976 of these Common Shares are
beneficially owned by Si Sokol, Barbara K. Sokol's husband, as more fully
described in note (3) above. Barbara K. Sokol disclaims beneficial
ownership of the Common Shares owned by Si Sokol.

(5) 1,750,000 of these Common Shares are beneficially owned by John S. Sokol as
a general partner of Falcon Equity Partners, as more fully described in
note (2) above. 145,741 of these Common Shares are owned of record or
through a broker by John S. Sokol. 12,097 of these Common Shares are held
by John S. Sokol, as custodian for his minor children. 2,100 of these
Common Shares are owned by John S. Sokol's wife as to which he disclaims
beneficial ownership.

(6) Saul Sokol and his wife, Phyllis D. Sokol, are co-trustees of The Saul
Sokol and Phyllis D. Sokol Family Trust, which trust holds 252,012 Common
Shares and is for the benefit of their children. As trustees, Saul Sokol
and Phyllis D. Sokol are each empowered to exercise all rights with regard
to such Common Shares, revoke the trust and amend the trust.

(7) Includes 50,000, 94,000, 16,000, 2,000, 16,000, 2,000, 12,000, 30,000 and
2,000 Common Shares that underlie currently exercisable options or options
exercisable within 60 days of March 31, 2002 held by Si Sokol, John S.
Sokol, Daniel D. Harkins, William S. Sheley, Saul Sokol, Matthew D. Walter,
Daniel J. Stephan, Sally J. Cress and Stephen G. Wolf, respectively.

(8) Represents ownership of less than 1% of the outstanding Common Shares.

(9) Based on information set forth in a Schedule 13G dated February 3, 2003,
which was filed by Dimensional Fund Advisors Inc., a registered investment
advisor, on behalf of its advisory clients.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company 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, and John S. Sokol, President,
the following persons are executive officers of the Company:

Daniel J. Stephan, age 42, has served as Vice President of Marketing
for Ohio Indemnity since May 2000. From 1999 until May 2000, he owned and
operated Promark Specialty Insurance, an independent insurance agency and
consulting firm. From 1997 until 1999, he served as the General Manager of the
Lender Products Division of Markel American Insurance Company. From 1993 until
1997, he served as the Product Manager for Progressive Corporation where he
directed sales and marketing for insurance products and services.

Stephen G. Wolf, age 50, has served as President of American Legal
Publishing since 1984 and as a Director of American Legal Publishing since 2000.
Mr. Wolf holds a B.B.A. in management from the University of Cincinnati, and a
J.D. from the University of Cincinnati College of Law. Mr. Wolf has held
numerous elected and appointed local government positions during the past 20
years, including Councilman and Mayor of the City of Mount Healthy, Ohio.
Currently, he serves as City Attorney for the City of Mount Healthy.

Stephen J. Toth, age 39, has served as Vice President of Operations of
Ohio Indemnity since 1999. He joined Ohio Indemnity in 1989 and served as
Assistant Vice President of Ohio Indemnity from 1991 until 1998 and as
Administrator of Ohio Indemnity's Bonded Service program from 1989 until 1991.
From 1986 until 1989, he was employed by the Rockwood Insurance Group.

Sally J. Cress, age 47, 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

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid or accrued by the
Company and its subsidiaries to or for (1) the Company's Chief Executive Officer
and (2) the other four most highly compensated executive officers of the Company
in fiscal year 2002, for the fiscal years ended December 31, 2002, 2001 and
2000.

LONG-TERM
COMPENSATION
ANNUAL AWARDS
COMPENSATION ------------
----------------------- SECURITIES ALL OTHER
NAME AND PRINCIPAL SALARY BONUS UNDERLYING COMPENSATION
POSITION YEAR ($) ($) OPTIONS (#) ($)(1)
-------- ---- -------- --------- ------------ --------------

Si Sokol 2002 301,154 50,000 - 83,319
Chairman and 2001 301,154 68,250 - 82,069
Chief Executive Officer 2000 275,000 85,000 - 81,757

John S. Sokol 2002 240,414 92,631 100,000 16,000
President 2001 208,115 68,250 - 22,350
2000 165,000 63,750 - 20,202

Daniel J. Stephan 2002 135,519 75,000 15,000 8,529
Vice President of 2001 124,223 18,955 15,000 5,020
Marketing of Ohio 2000 75,230 11,285 10,000 25,900
Indemnity

Sally J. Cress 2002 97,875 20,353 5,000 6,718
Treasurer and Secretary 2001 92,330 15,904 5,000 6,648
2000 89,079 18,700 - 6,603

Stephen G. Wolf 2002 88,682 22,486 - 5,868
President of 2001 78,080 15,611 5,000 5,638
American Legal 2000 65,154 15,000 - 2,759
Publishing

(1) With respect to Si Sokol, "All Other Compensation" includes (a) the
Company's matching contribution under the Ohio Indemnity Company Employee 401(k)
and Profit Sharing Plan (the "401(k) Plan") in the amount of $10,600, $10,350
and $10,038 for the 2002, 2001 and 2000 fiscal years, respectively; (b) $2,185,
$1,855 and $1,576 for the 2002, 2001 and 2000 fiscal years, respectively, for
the term portion of the premium for a split dollar life insurance policy for the
benefit of Si Sokol and his wife; and (c) $69,534, $69,864 and $70,143 for the
2002, 2001and 2000 fiscal years, respectively, for the whole life portion of the
premium for such split dollar life insurance policy.

With respect to John S. Sokol, "All Other Compensation" includes (a)
the Company's matching contribution under the 401(k) Plan in the amount of
$10,600, $10,350 and $9,202 for the 2002, 2001 and 2000 fiscal years,
respectively; (b) $480 and $447 for the 2001 and 2000 fiscal years,
respectively, for the term portion of the premium for a split dollar life
insurance policy for the benefit of John S. Sokol; and (c) $11,520 and $10,553
for the 2001 and 2000 fiscal years, respectively, for the whole life portion of
the premium for such split dollar life insurance policy.

With respect to Daniel J. Stephan, "All Other Compensation" includes
(a) the Company's matching contribution under the 401(k) Plan in the amount of
$8,529, $5,020 and $900 for the 2002, 2001 and 2000 fiscal years, respectively,
and (b) for the 2000 fiscal year, a $25,000 signing bonus received pursuant to
the terms of an employment agreement discussed below.

With respect to Sally J. Cress, "All Other Compensation" includes the
Company's matching contribution under the 401(k) Plan in the amount of $6,718,
$6,648 and $6,603 for the 2002, 2001 and 2000 fiscal years, respectively.

With respect to Stephen G. Wolf, "All Other Compensation" includes the
Company's matching contribution under the 401(k) Plan in the amount of $5,868,
$5,638 and $2,759 for the 2002, 2001 and 2000 fiscal years, respectively.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information regarding options
granted to the executive officers named in the Summary Compensation Table during
the 2002 fiscal year.

INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE
--------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF
SECURITIES % OF TOTAL STOCK PRICE
UNDERLYING OPTIONS GRANTED EXERCISE APPRECIATION FOR
OPTIONS TO EMPLOYEES IN PRICE EXPIRATION OPTION TERM (3)
NAME GRANTED(#) FISCAL YEAR ($/SH)(2) DATE 5% ($) 10% ($)
- ------------- ---------- ----------- --------- --------- ------ -----------

Si Sokol - - - - - -

John S. Sokol 100,000 64.10% 4.50 7/25/12 733,003 1,167,184

Daniel J. Stephan 10,000 6.41% 5.00 5/16/12 81,445 129,687
5,000 3.21% 4.50 7/25/12 36,650 58,359

Sally J. Cress 5,000 3.21% 4.50 7/25/12 36,650 58,359

Stephen G. Wolf - - - - - -

(1) All options were granted pursuant to the Company's 1994 Stock Option
Plan or the Company's 2002 Stock Incentive Plan and vest 20% per year
over the first five years after the date of grant.

(2) Pursuant to the Company's 1994 Stock Option Plan and the Company's 2002
Stock Incentive Plan, as applicable, the exercise price for all options
granted during fiscal year 2002 is the fair market value of the Common
Shares on the date of grant (i.e., the closing sales price per share on
the Nasdaq National Market on that date).

(3) The dollar amounts in these columns are the product of (a) the
difference between (i) the product of the per share market price on the
date of grant and the sum of one plus the assumed rate of appreciation
(5% and 10%) compounded annually over the term of the option (ten years)
and (ii) the per share market price on the date of grant and (b) the
number of Common Shares underlying the grant at the end of fiscal year
2002.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

The table set forth below contains certain information regarding the
year end values of unexercised options held by the executive officers named in
the Summary Compensation Table. None of these executive officers exercised
options during the 2002 fiscal year.

NUMBER OF SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR END (#) YEAR END ($)(1)
------------------------------- ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------- ----------- ------------- ----------- -------------

Si Sokol 40,000 10,000 6,000 1,500

John S. Sokol 89,000 121,000 52,625 40,750

Daniel J. Stephan 7,000 33,000 4,638 12,182

Sally J. Cress 28,000 12,000 17,975 3,150

Stephen G. Wolf 1,000 4,000 250 1,000
- --------

(1) Represents the total gain which would be realized if all in-the-money
options held at December 31, 2002 were exercised, which total gain
equals the product of (a) the number of Common Shares underlying the
options and (b) the difference between the fair market value of the
Common Shares ($4.90) on December 31, 2002 and the exercise price of
such options. An option is in-the-money if the fair market value of the
underlying Common Shares exceeds the exercise price.

EMPLOYMENT AGREEMENT

On May 17, 2000, the Company and Daniel J. Stephan entered into a three
year employment agreement that automatically renews for successive one year
terms unless either party gives proper notice of its intention not to renew.
Under the employment agreement, Mr. Stephan is to receive (1) an annual salary
of at least $120,000; (2) a $25,000 signing bonus (which was paid in 2000); (3)
an annual incentive bonus (equal to 15% to 100% of his then current annual
salary); and (4) five annual grants of options to purchase 10,000 Common Shares.
If Mr. Stephan's employment is terminated as a result of his death, "permanent
disability" or "without cause" (each as defined in the employment agreement),
Mr. Stephan will receive certain severance benefits that may include payment of
his then current annual salary and a bonus (capped at 15% of his then current
annual salary) and continued group health insurance benefits, each for a period
of up to the remainder of the term of the employment agreement, depending on the
reason for the termination. Upon the occurrence of a "change of control" (as
defined in the employment agreement), Mr. Stephan also has the right to
terminate the employment agreement and receive (1) a lump sum payment equal to
230% of his then current annual salary; (2) continued group health insurance
benefits for a period of 24 months; and (3) certain other miscellaneous
benefits. In addition, in the event of his termination "without cause" or upon a
"change of control," all options previously granted to Mr. Stephan will vest,
and he will be granted such number of fully vested options to enable him to
acquire 50,000 Common Shares in the aggregate (taking into account all options
that he then holds).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee with respect to the 2002 fiscal year was
comprised of three members: Daniel D. Harkins, William S. Sheley and Matthew D.
Walter. None of such members is or was formerly an officer or director of the
Company. During the 2002 fiscal year, there were no interlocking relationships
between any executive officers of the Company and any entity whose directors or
executive officers served on the Company's Board of Directors or Compensation
Committee.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

OVERVIEW

The Compensation Committee annually reviews and evaluates the
performance of the Company's executive officers and determines the compensation
for each executive officer. In general, the Company's executive compensation
philosophy is to seek to attract, motivate and retain qualified executives by
rewarding individual performance as well as the Company's achievement of goals
and objectives. The Company's executive compensation program for the 2002 fiscal
year included a base salary, an annual bonus opportunity and stock options.

COMPENSATION OF EXECUTIVE OFFICERS

1. Base Salary

The base salary of the Company's executive officers, other than the
Chief Executive Officer, was determined based upon the following factors: (1)
the importance to the Company of the executive officer's job function; (2) the
executive officer's experience and potential to make a significant contribution
to the Company in the future; and (3) the base salaries of similarly situated
executive officers in the insurance industry. Because the Compensation Committee
believes that each of the above factors is important and the relevance of each
factor varies from executive officer to executive officer, the Compensation
Committee did not assign specific weight to any of these factors when
determining any executive officer's base salary.

2. Annual Bonus

The Company's 2002 fiscal year bonus program was designed to reward
executive officers for achievement of both a Company performance goal and
individual goals, with each category of goals being weighted differently
depending on the executive officer's position in the Company. Under the
Company's bonus program, each executive officer was assigned a percentage of his
or her salary as potential bonus. The Company performance goal for fiscal year
2002 was 20% pre-tax return on beginning equity, adjusted for changes in
accounting principles that became effective during fiscal year 2002 and the
impact of impairment of tangible and intangible assets. The Company achieved 79%
of this performance goal. The individual goals for fiscal year 2002 included:
establishing new products, building an effective team and raising additional
capital. All executive officers achieved some or all of their individual goals.

3. Stock Options

It is the Company's intent to award stock options to the Company's
executive officers in amounts reflecting the financial performance of the
Company, the executive officer's ability to influence the Company's overall
performance and his or her position. Options are intended to motivate executive
officers to improve the Company's financial results and stock performance and to
retain executive officers. In fiscal year 2002, the Compensation Committee
approved the award of nonqualified stock options for 110,000 Common Shares and
10,000 Common Shares at $4.50 and $5.00 per share, respectively (the closing
price on the date of grant), to the Named Executive Officers (see "--- Option
Grants in Last Fiscal Year"). The nonqualified stock options vest at a rate of
20% per year over the first five years and lapse after ten years unless sooner
exercised or forfeited.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

Si Sokol became the Company's Chief Executive Officer in December 1980.
Since August 2000, his annual base salary has been fixed at $300,000, which
amount is primarily based upon his 32 years of experience in the insurance
industry and his previous and current performance. In fiscal year 2002, Si Sokol
earned a bonus of $50,000, the maximum performance bonus available, for
maintaining large account relationships.

Submitted by the Compensation Committee of the Board of Directors:

Matthew D. Walter (Chairman)
Daniel D. Harkins
William S. Sheley

PERFORMANCE GRAPH

The indexed graph and table below sets forth the Company's total
shareholder return for the five-year period ending December 31, 2002 as compared
to the total return for the Nasdaq Stock Market (U.S.) Index and the Standard
and Poor's Insurance (Property-Casualty) Index during the same period, assuming
a common starting point of $100 and reinvestment of dividends. Total return
indices are weighted using beginning-period market capitalization for each of
the reported time periods.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG BANCINSURANCE CORPORATION, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S & P PROPERTY & CASUALTY INSURANCE INDEX

Cumulative Total Return
------ ---------------------------------------------
12/97 12/98 12/99 12/00 12/01 12/02

Bancinsurance Corporation 100.00 110.26 113.08 94.23 106.62 105.54
Nasdaq Stock Market (U.S.) Index 100.00 140.99 261.48 157.40 124.87 86.38
S & P Insurance (Property-Casualty) Index 100.00 93.37 69.57 108.42 99.72 88.73

AUDIT COMMITTEE MATTERS

REPORT OF THE AUDIT COMMITTEE

GENERAL

In accordance with the terms of the Audit Committee Charter, the Audit
Committee assists the Board of Directors in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing and financial
reporting practices of the Company. During the 2002 fiscal year, the Audit
Committee met five times.

REVIEW AND DISCUSSION WITH INDEPENDENT AUDITORS

In discharging its oversight responsibility as to the audit process,
the Audit Committee obtained from Ernst & Young LLP, the Company's independent
auditors, a formal written statement describing all relationships between Ernst
& Young LLP and the Company that might bear on Ernst & Young LLP's independence
consistent with Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, discussed with Ernst & Young LLP any
relationships or services that may impact the objectivity and independence of
Ernst & Young LLP and satisfied itself as to Ernst & Young LLP's independence.
The Audit Committee also discussed with management and Ernst & Young LLP the

adequacy and effectiveness of the Company's internal controls and procedures. In
addition, the Audit Committee discussed and reviewed with Ernst & Young LLP all
communications required by auditing standards generally accepted in the United
States, including those described in Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, and, with and without
management present, discussed and reviewed the results of Ernst & Young LLP's
examination of the financial statements.

REVIEW WITH MANAGEMENT

The Audit Committee reviewed and discussed the audited consolidated
financial statements of the Company as of and for the fiscal year ended December
31, 2002 with management. Management has the responsibility for the preparation
of the Company's consolidated financial statements and Ernst & Young LLP has the
responsibility for the audit of those statements.

FEES OF INDEPENDENT AUDITORS

AUDIT FEES

The aggregate fees billed for professional services rendered by Ernst &
Young LLP for the audit of the Company's annual consolidated financial
statements for the 2002 fiscal year and the reviews of the consolidated
financial statements included in the Company's Quarterly Reports on Form 10-Q
for the 2002 fiscal year (collectively, the "Audit Services") were $83,200.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

Ernst & Young LLP did not render any of the professional services
described in Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X (17 CFR
210.2-01(c)(4)(ii)) (the "Financial Information Systems Design and
Implementation Services") for the 2002 fiscal year for the Company or its
subsidiaries.

ALL OTHER FEES

The aggregate fees billed for services rendered by Ernst & Young LLP,
other than Audit Services and Financial Information Systems Design and
Implementation Services, for the 2002 fiscal year (the "Other Services") were
$53,403. The Audit Committee also determined that the provision of the Other
Services was compatible with maintaining Ernst & Young LLP's independence.

CONCLUSION

Based on the reviews and discussions with management and Ernst & Young
LLP noted above, the Audit Committee recommended to the Board of Directors that
the Company's audited consolidated financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002
filed with the Commission.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

Daniel D. Harkins, (Chairman)
William S. Sheley
Kenton R. Bowen (from July 25, 2002)
Matthew D. Walter (until July 25, 2002)

CERTAIN RELATIONSHIP AND RELATED PARTY TRANSACTIONS

On May 23, 2002, the Company repurchased a total of 280,000 Common
Shares from members of the immediate family of Si Sokol, the Company's Chairman
and Chief Executive Officer, including 220,000 Common Shares from Barbara K.
Sokol, Si Sokol's wife, 30,000 Common Shares from James K. Sokol, Si Sokol's
son, and 30,000 Common Shares from Carla A. Sokol, Si Sokol's daughter. Such
repurchases were

made at a price of $5.00 per share, a price below the then current market price
and were made pursuant to the terms of the Company's repurchase program adopted
by the Board of Directors on April 25, 2002 (the "Repurchase Program").

On May 23, 2002, the Company repurchased 25,000 Common Shares from the
Saul and Phyllis D. Sokol Trust and 5,000 Common Shares from Samara S. Fields,
Saul Sokol's daughter. Such repurchases were made at a price of $5.00 per share,
a price below the then current market price, and were made pursuant to the
Repurchase Program. Saul Sokol, a director of the Company and a brother of Si
Sokol, is a co-trustee of the Saul and Phyllis D. Sokol Trust.

On May 23, 2002, the Company repurchased 250,000 Common Shares from the
Milton O. Lustnauer Living Trust at a price of $5.00 per share, a price below
the then current market price, pursuant to the Repurchase Program. Prior to such
repurchase, Milton O. Lustnauer, a former director of the Company, was the
beneficial owner of more the 5% of the Company's issued and outstanding Common
Shares.

On March 25, 2003, the Company repurchased 50,000 Common Shares from
Marilyn Sigel, Si Sokol's sister-in-law, at a price of $4.50 per share, a price
below the then current market price. The Board of Directors unanimously approved
such repurchase of Common Shares.

PROPOSALS BY SHAREHOLDERS FOR 2004 ANNUAL MEETING

Any proposals of shareholders which are intended to be presented at the
2004 Annual Meeting of Shareholders must be received by the Company at its
principal executive offices by December 25, 2003 to be eligible for inclusion in
next year's proxy statement. Such proposals may be included in next year's proxy
statement if they comply with certain rules and regulations promulgated by the
Commission. If a shareholder intends to present a proposal at the 2004 Annual
Meeting of Shareholders, but has not sought the inclusion of such proposal in
the Company's proxy statement, such proposal must be received by the Company at
its principal executive offices by March 9, 2004, or the Company's management
proxies will be entitled to use their discretionary voting authority should such
proposal then be raised without any discussion of the matter in the Company's
proxy statement.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who own more than 10% of the
Common Shares to file reports of ownership and changes in ownership of the
Common Shares with the Commission. Based solely on its review of such reports
and written representations from reporting persons, the Company believes that,
during fiscal year 2002, its executive officers, directors and greater than 10%
shareholders complied with such filing requirements, except as noted below.

Daniel J. Stephen failed to timely file a Form 3 upon becoming a
Section 16 reporting person and failed to timely file a Form 4 covering two
awards of options. He subsequently filed a Form 3 in July 2002 and reported the
two option grants on a Form 4 filed in July 2002.

Stephan J. Toth failed to timely file a Form 3 upon becoming a Section
16 reporting person and failed to timely file six Form 4's covering two awards
of options, five exercises of options and four sales of Common Shares. He
subsequently filed a Form 3 in July 2002 and reported the two option grants, the
five option exercises and the four sales on a Form 4 filed in July 2002.

Stephen G. Wolf failed to timely file a Form 3 upon becoming a Section
16 reporting person and failed to timely file a Form 4 covering one award of
options. He subsequently filed a Form 3 in July 2002 and reported the option
grant on a Form 4 filed in July 2002.

OTHER MATTERS

As of the date hereof, management knows of no other business that will
come before the Annual Meeting. Should any other matter requiring a vote of the
shareholders arise, the enclosed proxy confers upon the proxy holders
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, 250
EAST BROAD STREET, TENTH FLOOR, COLUMBUS, OHIO 43215.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO
COMPELTE, SIGN AND DATE THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT IN THE
ACCOMPANYING ENVELOPE.

BY ORDER OF THE BOARD OF DIRECTORS

Sally J. Cress
Secretary

BANCINSURANCE CORPORATION
250 EAST BROAD STREET, TENTH FLOOR
COLUMBUS, OHIO 43215
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Daniel D. Harkins, William S. Sheley
and Matthew D. Walter 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 below, at the Annual Meeting of
Shareholders of Bancinsurance Corporation to be held on June 2, 2003, at 10:30
a.m. local time, at The Columbus Club, 181 East Broad Street, Columbus, Ohio, or
at any adjournment or postponement thereof, all of the Common Shares of
Bancinsurance Corporation held of record by the undersigned on April 9, 2003.

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

Kenton R. Bowen Daniel D. Harkins William S. Sheley John S. Sokol Saul Sokol Si Sokol Matthew D. Walter

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

2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2003.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

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" THE ELECTION OF THE NAMED NOMINEES FOR DIRECTORS AND "FOR" THE PROPOSAL TO
RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS FOR
FISCAL YEAR 2003. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, OR IF A NOMINEE FOR ELECTION
AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS UNABLE TO SERVE OR FOR GOOD CAUSE
WILL NOT SERVE, THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE
DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS OR FOR SUCH SUBSTITUE NOMINEE(S)
AS THE DIRECTORS MAY RECOMMEND.

(This Proxy Continues And Must Be Signed On The Reverse Side)

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders dated April 23, 2003, the Proxy Statement furnished therewith and
the Annual Report of Bancinsurance Corporation for the fiscal year ended
December 31, 2002. Any Proxy heretofore given to vote the Common Shares which
the undersigned is entitled to vote at the Annual Meeting is hereby revoked.

[ ] 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.