SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Exchange Act of 1934
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[ ] 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)

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BANCINSURANCE CORPORATION

250 East Broad Street
Tenth Floor
Columbus, Ohio 43215
www.bancins.com

NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TO BE HELD JUNE 2, 2004

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 Wednesday, June 2, 2004, 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 2004
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, 2004
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.

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 Annual
Meeting and wish to vote in person, you may withdraw your proxy and vote in
person.

BY ORDER OF THE BOARD OF DIRECTORS,

Columbus, Ohio Sally J. Cress
April 29, 2004 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
www.bancins.com

PROXY STATEMENT

FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 2, 2004

April 29, 2004

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 for use at the Annual Meeting of Shareholders
to be held on June 2, 2004, 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 29, 2004. The Annual Report of the Company for
the fiscal year ended December 31, 2003, including consolidated financial
statements, is being mailed to all shareholders together with this Proxy
Statement.

You may ensure your representation at the Annual Meeting by completing,
signing, dating and promptly retaining the enclosed proxy card in the envelope
provided. 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
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, 2004 (the "Record
Date") will be entitled to notice of, and to vote at, the Annual Meeting. At the
Record Date, there were 4,920,050 Common Shares issued and outstanding. A quorum
for the Annual Meeting is a majority of the issued and outstanding Common Shares
as of the Record Date.

Each Common Share outstanding on the Record Date entitles the holder
thereof to one vote upon each matter to be voted upon at the Annual Meeting. 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, 2004
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 presiding officer or the secretary of the meeting, 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
"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 2005 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 unable to serve, the proxy holders reserve full discretion to vote
the Common Shares represented by the proxies they hold 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 76 Chief Executive Officer, Chairman of 1970
the Board, Chairman of Executive
Committee

John S. Sokol 41 President, Director 1990

Daniel D. Harkins 74 Director, Chairman of Audit 1981
Committee, member of Executive
Committee, member of Compensation
Committee

Saul Sokol 84 Director, member of Executive Committee 1982

William S. Sheley 42 Director, member of Audit Committee, 2000
member of Compensation Committee

Matthew D. Walter 35 Director, Chairman of Compensation 2001
Committee

Kenton R. Bowen 41 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 ("Ohio Indemnity"), the Company's
wholly-owned property/casualty insurance subsidiary. 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 ("American Legal
Publishing"), the Company's wholly-owned municipal code publishing subsidiary.
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, Mr. Sokol served
as an officer for what is now JPMorgan Chase (formerly Manufacturers Hanover and
Chemical Bank). 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 a private investor. 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 Marketing for
Bank One Retail Group since January 2001. From January 1999 until January 2001,
he served as Chief Technology Officer for Bank One Retail Group. From 1996 until
January 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.

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
Chairman of the Board and Chief Executive Officer of BoundTree Medical Products,
Inc., 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.

Kenton R. Bowen has served as President and Director of CallTech
Communications, LLC, a technical support and customer service outsourcing
company, 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.

BOARD MEETINGS AND COMMITTEES

As discussed above, the Board of Directors currently has seven members.
Four of such members qualify as independent directors under the rules of The
Nasdaq Stock Market, Inc. ("Nasdaq"). The Board held five meetings during the
2003 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% of the total number of meetings of the
Board and the committees on which he served during the 2003 fiscal year.

The Audit Committee operates pursuant to a written Audit Committee
Charter which was adopted by the Board of Directors on March 12, 2004. A copy of
the Audit Committee Charter is attached to this Proxy Statement as Exhibit A.
The Audit Committee's purpose is to assist the Board in fulfilling its
responsibility for oversight of the quality and integrity of the Company's
accounting, auditing and financial reporting practices. The Audit Committee's
role includes discussing with management the Company's processes to manage
business and financial risk and the Company's compliance with significant
applicable legal, ethical, and regulatory requirements as well as responsibility
for the appointment, replacement, compensation, and oversight of the independent
auditor engaged to prepare or issue audit reports on the consolidated financial
statements of the Company. The Audit Committee relies on the expertise and
knowledge of management and the independent auditor in carrying out its
oversight responsibilities. The specific responsibilities in carrying out the
Audit Committee's oversight role are delineated in the Audit Committee Charter.
Each member of the Audit Committee (1) qualifies as independent under the
applicable Securities and Exchange Commission ("SEC") and Nasdaq rules; (2) has
not participated in the preparation of the Company's consolidated financial
statements (or any subsidiary) during the past three years; and (3) is able to
read and understand fundamental consolidated financial statements, including the
Company's balance sheet, income statement and cash flow statement. The Board of
Directors has determined that Kenton R. Bowen qualifies as an audit committee
financial expert as defined in the SEC rules and meets the financial
sophistication requirements set forth in Nasdaq Rule 4350(d)(2)(A)(i). The Audit
Committee's report related to the 2003 fiscal year appears on page 11. The Audit
Committee held three meetings during the 2003 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. Each
member of the Compensation Committee qualifies as independent under the Nasdaq
rules. The Compensation Committee held one meeting during the 2003 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 2003 fiscal
year.

CONTROLLED COMPANY EXEMPTION

Under the Nasdaq rules, a company of which more than 50% of the voting
power is held by an individual, a group or a company is a "Controlled Company"
and is exempt from certain of the Nasdaq rules relating to corporate governance.
The family of Si Sokol, the Company's Chairman and Chief Executive Officer,
holds 56% of the voting power of the Company and reports its ownership as a
group for purposes of Section 13 of the Securities Exchange Act of 1934, as
amended. Based on the Si Sokol family's ownership of our Common Shares, the
Company has determined that it is a "Controlled Company" for purposes of the
Nasdaq rules.

NOMINATION AND ELECTION OF DIRECTORS

Because the Company is a "Controlled Company" under the Nasdaq rules,
the Board of Directors has not established a nominating committee or adopted a
nominating committee charter. Instead, the full Board is responsible for
identifying and selecting the nominees for director to be elected at the annual
meeting of shareholders.

When considering candidates for the Board, the Board evaluates the
entirety of each candidate's credentials and does not have any specific
eligibility requirements or minimum qualifications. The Board considers those
factors it deems appropriate, including judgment, skill, independence,
diversity, strength of character, experience with businesses and organizations
comparable in size or scope, experience as an executive of or advisor to a
publicly traded or private company, experience and skill relative to other Board
members, specialized knowledge or experience and desirability of the candidate's
membership on the Board. Depending upon the current needs of the Board, the
Board may weigh certain factors more or less heavily. The Board does, however,
believe that all members of the Board should have the highest character and
integrity, a reputation for working constructively with others, sufficient time
to devote to Board matters and no conflict of interest that would interfere with
performance as a director.

The Board considers candidates from any reasonable source, including
shareholder recommendations, and does not evaluate candidates differently based
on who has made the recommendation. To date, the Board has not retained any
consultant or search firm to assist in the process of identifying and evaluating
candidates and, accordingly, no fees have been paid to any such consultant or
search firm.

Shareholders may recommend director candidates for consideration by the
Board by giving written notice of the recommendation to the Secretary of the
Company at 250 East Broad Street, Tenth Floor, Columbus, Ohio 43215. The
recommendation should include the candidate's name, age, business address,
residence address and principal occupation or employment as well as a
description of the candidate's qualifications, attributes and other skills. A
written statement from the candidate consenting to serve as a director, if so
elected, should accompany any such recommendation.

EXECUTIVE SESSIONS

The Company's independent directors hold regularly scheduled executive
sessions at least twice per year and at such other times as the independent
directors deem necessary or appropriate. Only the independent directors attend
such executive sessions. Each executive session is chaired by one of the
independent directors on a rotating basis in alphabetical order.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board of Directors believes that it is important for shareholders
to have a process to send communications to the Board. Accordingly, shareholders
who wish to communicate with the Board or a particular director may do so by
sending a letter to the Secretary of the Company at 250 East Broad Street, Tenth
Floor, Columbus, Ohio 43215. The mailing envelope must contain a clear notation
indicating that the enclosed letter is a "Shareholder-Board Communication" or a
"Shareholder-Director Communication." All such letters must identify the author
as a shareholder and clearly state whether the intended recipients are all
members of the Board or certain specified individual directors. The Secretary
will make copies of all such letters and circulate them to the appropriate
director or directors.

ATTENDANCE AT ANNUAL SHAREHOLDER MEETINGS

The Company does not have a formal policy with respect to attendance by
the directors at the annual meeting of shareholders. However, directors are
encouraged to attend and the Board of Directors and its committees meet
immediately following the annual meeting of shareholders. All of the directors
attended the 2003 Annual Meeting of Shareholders.

COMPENSATION OF DIRECTORS

As payment for serving on the Board of Directors and any of its
committees, each non-employee director receives an annual $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. Each director of the
Company also serves as a director of Ohio Indemnity and receives no additional
compensation therefor. Employee directors receive no additional compensation
from the Company or Ohio Indemnity for serving as directors.

PROPOSAL NO. 2
INDEPENDENT PUBLIC AUDITORS

The Audit Committee has appointed Ernst & Young LLP as the Company's
independent auditors for fiscal year 2004. Although action by the shareholders
is not required with respect to this matter, the Board believes that shareholder
ratification of the Audit Committee's 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 over financial reporting. 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, if he or she desires.

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 2004. 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 2004, the Audit Committee will consider
other independent auditors.

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 2004.

PRINCIPAL SHAREHOLDERS

The following table sets forth the beneficial ownership of our Common
Shares as of March 31, 2004 (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 2,432,468(2, 3, 7) 48.94%
Barbara K. Sokol 2,432,468(2, 4) 48.94%
John S. Sokol 2,034,938(2, 5, 7) 40.36%
Kenton R. Bowen 10,000 (8)
Daniel D. Harkins 58,825(7) 1.19%
William S. Sheley 9,000(7) (8)
Saul Sokol 270,012(6, 7) 5.47%
Matthew D. Walter 29,000(7) (8)
Daniel J. Stephan 24,000(7) (8)
Sally J. Cress 71,850(7) 1.45%
Stephen J. Toth 15,500(7) (8)
All directors and executive officers
as a group
(10 persons) 3,205,593 61.76%
Dimensional Fund Advisors Inc. 267,455(9) 5.44%
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. ("Falcon Equity Partners"), an Ohio
limited partnership, 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 35.7 percentage interest in Falcon Equity Partners and
their children, John S. Sokol, James K. Sokol and Carla A. Sokol, each
own a 9.5 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. 318,976 of
these Common Shares are owned of record or through a broker by Si
Sokol. 313,492 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. 313,492 of these Common Shares are owned
of record or through a broker by Barbara K. Sokol. 318,976 of these
Common Shares are owned of record or through a broker by Si Sokol,
Barbara K. Sokol's husband. 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. 15,097 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 is the sole trustee 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 the sole trustee, Saul Sokol is empowered
to exercise all rights with regard to such Common Shares, revoke the
trust and amend the trust.

(7) Includes 50,000, 122,000, 10,000, 4,000, 18,000, 4,000, 24,000, 23,000
and 15,500 Common Shares that underlie currently exercisable options or
options exercisable within 60 days of March 31, 2004 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 J.
Toth, 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 6,
2004, which was filed by Dimensional Fund Advisors Inc., a registered
investment advisor, on behalf of its advisory clients.

The address of each of Si Sokol, John Sokol, Barbara K. Sokol and Saul
Sokol is 250 East Broad Street, tenth floor, Columbus, Ohio 43215.

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 or its subsidiaries:

Daniel J. Stephan, age 43, has served as Senior Vice President of
Marketing for Ohio Indemnity since June 2003. He was Vice President of Ohio
Indemnity from May 2000 until June 2003. 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 51, has served as President of American Legal
Publishing since 1984 and as a Director of American Legal Publishing since 2000.
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 40, has served as Vice President of Operations for
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 49, has served as the Treasurer and Secretary of
the Company and Ohio Indemnity since 1985. She also serves as a Director of Ohio
Indemnity.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the annual and other compensation for
the fiscal years ended December 31, 2003, 2002 and 2001 for (1) the Company's
Chief Executive Officer and (2) the other four most highly compensated executive
officers of the Company.

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

Si Sokol 2003 301,154 50,000 - 83,719
Chairman and 2002 301,154 50,000 - 82,319
Chief Executive Officer 2001 301,154 68,250 - 82,069

John S. Sokol 2003 264,259 102,191 100,000 12,000
President 2002 240,414 92,631 100,000 10,600
2001 208,115 68,250 - 22,350

Daniel J. Stephan 2003 142,295 109,013 15,000 10,618
Senior Vice President of 2002 135,519 75,000 15,000 8,529
Marketing of Ohio 2001 124,223 18,955 15,000 5,020
Indemnity

Sally J. Cress 2003 102,769 20,992 5,000 7,082
Treasurer and Secretary 2002 97,875 20,353 5,000 6,718
2001 92,330 15,904 5,000 6,648

Stephen J. Toth 2003 94,290 28,907 5,000 5,863
Vice President of 2002 89,493 18,316 5,000 5,697
Operations of Ohio 2001 87,638 12,915 5,000 5,552
Indemnity

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

(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 $12,000, $10,600 and $10,350 for the 2003, 2002 and 2001
fiscal years, respectively; (b) $2,574, $2,185 and $1,855 for the 2003,
2002 and 2001 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) $69,145, $69,534 and $69,864 for the 2003,
2002 and 2001 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 $12,000, $10,600 and $10,350 for the 2003, 2002 and 2001 fiscal
years, respectively; (b) $480 for the 2001 fiscal year 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 for the 2001 fiscal year 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
the Company's matching contribution under the 401(k) Plan in the amount
of $10,618, $8,529 and $5,020 for the 2003, 2002 and 2001 fiscal years,
respectively.

With respect to Sally J. Cress, "All Other Compensation" includes the
Company's matching contribution under the 401(k) Plan in the amount of
$7,082, $6,718 and $6,648 for the 2003, 2002 and 2001 fiscal years,
respectively.

With respect to Stephen J. Toth, "All Other Compensation" includes the
Company's matching contribution under the 401(k) Plan in the amount of
$5,863, $5,697 and $5,552 for the 2003, 2002 and 2001 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 2003 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 62.89% 5.21 6/01/13 848,654 1,351,340

Daniel J. Stephan 10,000 6.29% 5.03 5/16/13 81,933 130,465
5,000 3.14% 5.21 6/01/13 42,433 67,567

Sally J. Cress 5,000 3.14% 5.21 6/01/13 42,433 67,567

Stephen J. Toth 5,000 3.14% 5.21 6/01/13 42,433 67,567

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

(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 the 2003 fiscal year is the fair market value of the
Common Shares on the date of grant (i.e., the closing sales price of
the Common Shares 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.

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

The table set forth below contains certain information regarding
options exercised during the 2003 fiscal year and the year end values of
unexercised options held by the executive officers named in the Summary
Compensation Table.

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

Si Sokol - - 50,000 - 146,000 -
John S. Sokol - - 122,000 188,000 380,615 517,960
Daniel J. Stephan - - 24,000 31,000 49,352 115,968
Sally J. Cress - - 23,000 12,000 77,815 36,335
Stephen J. Toth 10,000 4,680 15,500 12,000 45,915 36,335

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

(1) Represents the total gain which would be realized if all in-the-money
options held at December 31, 2003 were exercised, which total gain
equals the product of (a) the number of Common Shares underlying the
options and (b) the difference between the closing price on the Nasdaq
National Market of the Common Shares on December 31, 2003 ($7.67) and
the exercise price of such options. An option is in-the-money if
closing price on the Nasdaq National Market of the underlying Common
Shares exceeds the exercise price.

EMPLOYMENT AGREEMENT

On May 17, 2000, Ohio Indemnity 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 entitled to receive (1) an
annual salary of at least $120,000; (2) an annual incentive bonus (equal to 15%
to 100% of his then current annual salary); and (3) 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 2003 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 employee of the
Company or any of its subsidiaries. During the 2003 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
performance goals and objectives. The Company's executive compensation program
for the 2003 fiscal year included a base salary, an annual bonus opportunity and
stock options.

COMPENSATION OF EXECUTIVE OFFICERS

1. Base Salary

The base salary of each 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 officers' base salary.

2. Annual Bonus

The Company's 2003 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 with the Company. Each executive
officer was assigned a percentage of his or her base salary as a potential
bonus. The Company performance goal for fiscal year 2003 was 20% pre-tax
operating return on beginning equity, adjusted for changes in accounting
principles that became effective during fiscal year 2003 and the impact of
impairment of tangible and intangible assets. The Company achieved 78% of this
performance goal. The individual goals for fiscal year 2003 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 2003, the Compensation Committee
approved the award of stock options to purchase 115,000 Common Shares and 10,000
Common Shares at $5.21 and $5.03 per share, respectively (the closing price on
the date of grant), to the executive officers named in the Summary Compensation
Table (see "--Option Grants in Last Fiscal Year"). The 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 33 years of experience in the insurance
industry and his previous and current performance. In fiscal year 2003, Si Sokol
earned a bonus of $50,000, the maximum performance bonus available, based upon
100% retention of the Company's five largest lender/dealer accounts.

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, 2003 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

[PERFORMANCE GRAPH]

Fiscal year ending December 31
Cumulative Total Return
-------------------------------------------------------
12/98 12/99 12/00 12/01 12/02 12/03
-------------------------------------------------------

Bancinsurance Corporation 100.00 102.56 85.47 96.70 95.72 149.83
Nasdaq Stock Market (U.S.) Index 100.00 186.20 126.78 96.96 68.65 108.18
S & P Insurance (Property & Casualty) Index 100.00 74.51 116.11 106.80 95.03 120.13

CODE OF ETHICS

In accordance with SEC and Nasdaq rules, the Company has adopted a Code
of Business Conduct and Ethics ("Code of Conduct") that applies to all
employees, officers and directors of the Company and its wholly-owned
subsidiaries, including its principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions. The Code of Conduct is posted on the Company's Internet
website at www.bancins.com. The Company will also provide, free of charge,
copies of the Code of Conduct upon written request directed to the Company's
Secretary at the Company's principal executive offices, 250 East Broad Street,
Tenth Floor, Columbus, Ohio 43215.

AUDIT COMMITTEE REPORT - INDEPENDENT AUDITOR FEES

AUDIT COMMITTEE REPORT

In accordance with its written charter, the Audit Committee assists the
Board of Directors in fulfilling its responsibility for oversight of the quality
and integrity of our accounting, auditing, and financial reporting practices.
Management has the responsibility for the preparation of our consolidated
financial statements and carrying out our reporting process. The Company's
independent auditors are responsible for performing an audit in accordance with
generally accepted auditing standards to obtain reasonable assurance that the
Company's consolidated financial statements are free from material misstatement
and expressing an opinion on the conformity of the consolidated financial
statements with generally accepted accounting principles. The Audit Committee
oversees our financial reporting process. During fiscal year 2003, the Audit
Committee met three times. In addition, the Audit Committee Chairman discussed
with the Company's independent auditors and discussed the interim financial
information contained in each quarterly earnings report prior to public release.

In discharging its oversight responsibility as to the audit process,
the Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Company that
might bear on the auditors' independence consistent with Independence Standards
Board Standard No. 1, "Independence Discussions with Audit Committees,"
discussed with the auditors any relationships that may impact their objectivity
and independence and satisfied itself as to the auditors' independence. The
Audit Committee reviewed with the Company's independent auditors their audit
plans, audit scope, and identification of audit risks. The Audit Committee has
determined that the provision of audit and non-audit services rendered by the
independent auditors was compatible with maintaining the auditor's independence.
The Audit Committee also discussed with management and the independent auditors
the quality and adequacy of the Company's internal controls over financial
reporting.

The Audit Committee reviewed and discussed with the independent
auditors all communications required by generally accepted auditing standards,
including those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees," and, with and without management present,
reviewed and discussed the results of the independent auditors' examination of
the consolidated financial statements.

The Audit Committee reviewed and discussed with management the audited
consolidated financial statements of the Company as of and for the fiscal year
ended December 31, 2003. Management represented to the Audit Committee that the
Company's consolidated financial statements were prepared in accordance
generally accepted accounting principles.

Based on the above-mentioned reviews and discussions with management
and the independent auditors, the Audit Committee recommended to the Board of
Directors that the audited consolidated financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2003, that was filed with the Securities and Exchange Commission.

Submitted by the AUDIT COMMITTEE of the Board of Directors:
Daniel D. Harkins, Chairman
William S. Sheley
Kenton R. Bowen

INDEPENDENT AUDITOR FEES

The following table sets forth the aggregate fees billed by Ernst &
Young LLP ("Ernst & Young), the Company's independent auditors, for the fiscal
years ended December 31, 2003 and 2002.

2003 2002
-------------- --------------

Audit Fees(1) $ 87,650 $ 81,291
Audit-Related Fees(2) 17,845 17,500
Tax Fees(3) 41,947 31,122
All Other Fees - -
-------------- --------------

Total Fees $ 147,442 $ 129,913
============== ==============

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

(1) Audit Fees - These are fees for professional services performed by
Ernst & Young for the audit of the Company's annual consolidated
financial statements and review of the consolidated financial
statements included in the Company's Form 10-Q filings, and services
provided in connection with statutory and regulatory filings or
engagements.

(2) Audit-Related Fees - These are fees for assurance and related services
performed by Ernst & Young that are reasonably related to the
performance of the audit or review of the Company's consolidated
financial statements. Audit related fees included fees for actuarial
letters of opinion regarding loss reserves and professional services
related to a Form S-8 stock incentive plan filing with the Securities
and Exchange Commission.

(3) Tax Fees - These are fees for professional services performed by Ernst
& Young with respect to tax compliance, tax advice and tax planning.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has adopted an Audit and Non-Audit Services
Pre-Approval Policy (the "Pre-Approval Policy"), which sets forth the procedures
and the conditions pursuant to which services proposed to be performed by the
Company's independent auditor are to be pre-approved. Under the Pre-Approval
Policy, the Audit Committee pre-approves a list of audit and non-audit services
proposed to be provided by our independent auditor for the fiscal year prior to
the engagement of the independent auditor. The Audit Committee must separately
pre-approve all audit and non-audit services to be performed by the independent
auditors that are not within the scope of the pre-approved list of services for
that fiscal year.

Under the Pre-Approval Policy, the Chairman of the Audit Committee has
been delegated the authority to pre-approve the engagement of the independent
auditor when the entire committee is unable to do so. The Chairman must report
all such pre-approvals to the entire Audit Committee at the next scheduled
committee meeting.

During fiscal year 2003, the Audit Committee pre-approved all audit and
non-audit services provided to the Company by Ernst & Young.

PROPOSALS BY SHAREHOLDERS FOR 2005 ANNUAL MEETING

Any proposals of shareholders which are intended to be presented at the
2005 Annual Meeting of Shareholders must be received by the Company at its
principal executive offices by December 30, 2004 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 2005 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 15, 2005, 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, as amended,
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 2003, its executive officers, directors and
greater than 10% shareholders complied with such filing requirements.

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 holder's
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
COMPLETE, 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

EXHIBIT A
BANCINSURANCE CORPORATION AUDIT COMMITTEE CHARTER
ADOPTED MARCH 12, 2004

ORGANIZATION

The Board of Directors ("Board") of Bancinsurance Corporation has established an
Audit Committee ("Committee") with authority, responsibility and specific duties
as described herein. This charter governs the operations of the Committee. The
Committee shall review and reassess the charter at least annually and obtain the
approval of the Board. The Committee shall be members of, and appointed by, the
Board and shall comprise at least three directors, each of whom are independent
of management and the Company. Members of the Committee shall be considered
independent as long as they do not accept any consulting, advisory, or other
compensatory fee from Bancinsurance Corporation and its subsidiaries
(collectively, the "Company") and are not an affiliated person of the Company,
and meet the independence requirements of the NASDAQ stock exchange listing
standards as well as Section 10A of the Securities Exchange Act of 1934 and the
rules promulgated by the SEC thereunder. All Committee members shall be
financially literate, and at least one member shall be a "financial expert," as
defined by SEC regulations. The Board may fill any vacancies on the Committee
and may remove a Committee member at any time with or without cause.

PURPOSE

The Audit Committee shall provide assistance to the Board in fulfilling their
oversight responsibility to the shareholders, potential shareholders, the
investment community, and others relating to: the integrity of the Company's
consolidated financial statements; the financial reporting process; the systems
of internal accounting and financial controls; the performance of the Company's
internal audit function and independent auditors; the independent auditor's
qualifications and independence; and the Company's compliance with ethics
policies and legal and regulatory requirements. In so doing, it is the
responsibility of the Committee to maintain free and open communication between
the Committee, independent auditors, the internal auditors (or other personnel
responsible for the internal audit function), and management of the Company.

In discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities, and personnel of the Company and the authority to engage independent
counsel and other advisers as it determines necessary to carry out its duties.
The Company shall provide for appropriate funding for payment of ordinary
administrative expenses of the Committee that are necessary or appropriate in
carrying out its duties, as well as payment of compensation to independent
counsel or other advisers employed by the Committee.

DUTIES AND RESPONSIBILITIES

The primary responsibility of the Audit Committee is to oversee the Company's
financial reporting process on behalf of the Board and report the results of
their activities to the Board. While the Audit Committee has the
responsibilities and powers set forth in this Charter, it is not the duty of the
Audit Committee to plan or conduct audits or to determine that the Company's
consolidated financial statements are complete and accurate and are in
accordance with generally accepted accounting principles. Management is
responsible for the preparation, presentation, and integrity of the Company's
consolidated financial statements and for the appropriateness of the accounting
principles and reporting policies that are used by the Company. The independent
auditors are responsible for auditing the Company's consolidated financial
statements and for reviewing the Company's unaudited interim consolidated
financial statements.

The Committee, in carrying out its responsibilities, believes its policies and
procedures should remain flexible, in order to best react to changing conditions
and circumstances. The Committee should take appropriate actions to set the
overall corporate "tone" for quality financial reporting, sound business risk
practices, and ethical behavior. The following shall be the principal duties and
responsibilities of the Audit Committee. These are set forth as a guide with the
understanding that the Committee may supplement them as appropriate. The
Committee shall also carry out such other duties and responsibilities delegated
to it by the Board from time to time that are related to the purpose of the
Committee.

The Committee shall be directly responsible for the appointment and termination
(subject, if applicable, to shareholder ratification), compensation, and
oversight of the work of the independent auditors, including resolution of
disagreements between management and the auditor regarding financial reporting.
The independent auditors shall report directly to the Committee. The Company
shall provide for appropriate funding, as determined solely by the Committee,
for payment of compensation to the independent auditors. The Committee shall
pre-approve all audit and non-audit services provided by the independent
auditors and shall not engage the independent auditors to perform the specific
non-audit services proscribed by law or regulation. The Committee may delegate
pre-approval authority to a member of the Audit Committee. The decisions of any
Audit Committee member to whom pre-approval authority is delegated must be
presented to the full Audit Committee at its next scheduled meeting.

At least annually, the Committee shall obtain and review a report by the
independent auditors describing:

- The firm's internal quality control procedures.

- Any material issues raised by the most recent internal quality
control review, or peer review, of the firm, or by any inquiry
or investigation by governmental or professional authorities,
within the preceding five years, respecting one or more
independent audits carried out by the firm, and any steps
taken to deal with any such issues.

- All relationships between the independent auditor and the
Company to assess the auditor's independence (Independent
Standards Board Standard No. 1, "Independence Discussions with
Audit Committees").

In addition, the Committee shall set clear hiring policies for employees or
former employees of the independent auditors that meet the SEC regulations and
NASDAQ listing standards.

The Committee shall discuss with the internal auditors and the independent
auditors the overall scope and plans for their respective audits, including the
adequacy of staffing and compensation. Also, the Committee shall discuss with
management, the internal auditors, and the independent auditors the adequacy and
effectiveness of the accounting and financial controls, including the Company's
policies and procedures to assess, monitor, and manage business risk, and legal
and ethical compliance programs (e.g., Company's Code of Conduct).

The Committee shall meet as often as necessary to carry out the duties and
responsibilities set forth in this Charter, provided that in no event shall the
Committee meet less than four times each year. Periodically, the Committee shall
meet separately with management, the internal auditors, and the independent
auditors to discuss issues and concerns warranting Committee attention. The
Committee shall provide sufficient opportunity for the internal auditors and the
independent auditors to meet privately with the members of the Committee. The
Committee shall review with the independent auditor any audit problems or
difficulties and management's response.

The Committee shall receive regular reports from the independent auditor on the
critical policies and practices of the Company, and all alternative treatments
of financial information within generally accepted accounting principles that
have been discussed with management.

The Committee shall review management's assertion on its assessment of the
effectiveness of internal controls as of the end of the most recent fiscal year
and the independent auditors' report on management's assertion.

The Committee shall review and discuss earnings press releases, as well as
financial information and earnings guidance provided to analysts and rating
agencies.

The Committee shall review the interim consolidated financial statements and
disclosures under Management's Discussion and Analysis of Financial Condition
and Results of Operations with management and the independent auditors prior to
the filing of the Company's Quarterly Report on Form 10-Q. Also, the Committee
shall discuss the results of the quarterly review and any other matters required
to be communicated to the Committee by the independent auditors under generally
accepted auditing standards. The chair of the Committee may represent the entire
Committee for the purposes of this review.

The Committee shall review with management and the independent auditors the
consolidated financial statements and disclosures under Management's Discussion
and Analysis of Financial Condition and Results of Operations to be included in
the Company's Annual Report on Form 10-K (or the annual report to shareholders
if distributed prior to the filing of Form 10-K), including their judgment about
the quality, not just the acceptability, of accounting principles, the
reasonableness of significant judgments, and the clarity of the disclosures in
the consolidated financial statements. Also, the Committee shall discuss the
results of the annual audit and any other matters required to be communicated to
the Committee by the independent auditors under generally accepted auditing
standards.

The Committee shall establish procedures for the receipt, retention, and
treatment of complaints received by the issuer regarding accounting, internal
accounting controls, or auditing matters, and the confidential, anonymous
submission by employees of the issuer of concerns regarding questionable
accounting or auditing matters.

The Committee shall receive corporate attorneys' reports of evidence of a
material violation of securities laws or breaches of fiduciary duty.

The Committee also prepares its report to be included in the Company's annual
proxy statement, as required by SEC regulations.

The Committee shall submit the minutes of all meetings of the Committee to, or
discuss the matters discussed at each Committee meeting with, the Board.

The Committee shall perform an evaluation of its performance at least annually
to determine whether it is functioning effectively.

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, 2004, at 10:30
a.m. Eastern Daylight 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, 2004.

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

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

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 2004.

[ ] 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 2004. 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 SUBSTITUTE
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 29, 2004, the Proxy Statement furnished therewith and
the Annual Report of Bancinsurance Corporation for the fiscal year ended
December 31, 2003. 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.