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                                                                    Exhibit 10.3

                   INFINITY PROPERTY AND CASUALTY CORPORATION

                           2002 RESTRICTED STOCK PLAN

                                    ARTICLE 1
                                   OBJECTIVES

         The objectives of this 2002 Restricted Stock Plan (the "Plan") are to
enable Infinity Property and Casualty Corporation (the "Company") and its
subsidiaries to compete successfully in retaining and attracting key employees
of outstanding ability, to stimulate the efforts of such employees toward the
Company's objectives and to encourage the identification of their interests with
those of the Company's shareholders.

                                    ARTICLE 2
                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the following
meanings:

         2.1 "Board" means the board of directors of the Company.

         2.2 "Cause" means (i) the Employee's failure or refusal to materially
perform his/her duties; (ii) the Employee's failure or refusal to follow
material lawful directions of the Board or any other act of material
insubordination on the part of Employee; (iii) the engaging by the Employee in
misconduct, including but not limited to any type of sexual harassment which is
materially and demonstrably injurious to the Company or any of its divisions,
subsidiaries or affiliates, monetarily or otherwise; (iv) any conviction of, or
plea of guilty or nolo contendere to, the Employee with respect to a felony
(other than a traffic violation); or (v) the commission (or attempted
commission) of any act of fraud or dishonesty by the Employee which is
materially detrimental to the business or reputation of the Company or any of
its divisions, Subsidiaries or affiliates.

         2.3 "Change of Control" means the occurrence of one (1) or more of the
following events:

                  (i) After the Date of Award, any person or group of persons
                  becomes both a Beneficial Owner (as such term is defined in
                  Rule 13d-3 promulgated under the Securities Exchange Act of
                  1934 (the "1934 Act") directly or indirectly of securities (a)
                  representing 40% or more of the total number of votes that may
                  be cast for the election of directors of the Company, whether
                  by open market purchases, by tender offer or exchange offer,
                  through issuance of new shares by the Company or by merger or
                  consolidation and (b) such person or group of persons is the
                  Beneficial Owner directly or indirectly of a greater
                  percentage of such securities than American Financial Group,
                  Inc.;

                  (ii) Within two (2) years after a merger, consolidation,
                  liquidation or sale of assets involving the Company, or a
                  contested election of a Company director or directors, or any
                  combination of the foregoing, the individuals who were
                  directors
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                  of the Company immediately prior to the merger, consolidation,
                  liquidation, sale of assets or contested election shall cease
                  to constitute a majority of the Board; or

                  (iii) Within two (2) years after a tender offer or exchange
                  offer for voting securities of the Company, the individuals
                  who were directors of the Company immediately prior to the
                  commencement of the tender offer or exchange offer shall cease
                  to constitute a majority of the Board.

         2.4 "Code" means the Internal Revenue Code of 1986, as amended, or any
successor legislation.

         2.5 "Committee" means a committee designated by the Board. The
Committee shall be comprised of three or more directors, each of whom shall be a
"Non-Employee Director" as defined in Rule 16b-3 of the 1934 Act and an "outside
director" under Section 162(m) of the Code ("Section 162(m)"), as such Rule and
Section may be amended, superseded or interpreted hereafter.

         2.6 "Date of Award" means the date on which an Employee executed a
Restricted Stock Agreement.

         2.7 "Disability" means the failure of the Employee to render services
to the Company for a continuous period of six (6) months because of the
Employee's physical or mental disability or illness.

         2.8 "Employee" means any individual who performs services for the
Company or any Subsidiary and is treated as an "employee" for federal income tax
purposes.

         2.9 "Shares" means shares of the Company's common stock, no par value.

         2.10 "Subsidiary" has the meaning set forth in Section 424(f) of the
Code.

         2.11 "Vested Shares" means the non-forfeitable Shares held by an
Employee pursuant to an award under this Plan, as determined under the vesting
schedule at Article 7.

         2.12 "Year of Service" means each year commencing on the Date of Award
and ending on each anniversary of that date during which the Employee provides
continuous service to the Company.

                                    ARTICLE 3
                                 ADMINISTRATION

         3.1 The Committee. This Plan shall be administered and interpreted by
the Committee.

         3.2 Awards. The Committee is authorized to award Shares. In particular,
the Committee shall have the authority:

                  3.2.1 to select the Employees which shall be awarded Shares;
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                  3.2.2 to determine the number of Shares to be awarded to the
Employees; and

                  3.2.3 to interpret the provisions of this Plan and decide all
questions of fact arising in its application.

         3.3 Delegation of Administrative Duties. The Committee may delegate its
administrative duties to employees of the Company.

         3.4 Decisions Final. Any action, decision, interpretation or
determination by or at the direction of the Committee concerning the application
or administration of this Plan shall be final and binding upon all persons and
need not be uniform with respect to its determination of recipients, amounts,
timing, form, terms or provisions.

                                    ARTICLE 4
                             SHARES SUBJECT TO PLAN

         4.1 Shares. The Company has reserved for use under this Plan an
aggregate of Twenty Four and 57/100 (24.57) Shares, which Shares shall be
treasury shares. Shares which are forfeited as a result of an Employee's
termination shall again become available for award under this Plan.

         4.2 Adjustment Provisions. If the Company shall at any time change the
number of issued Shares without new consideration to the Company by stock
dividend, split, combination, recapitalization, reorganization, exchange of
shares, liquidation or other change in corporate structure affecting the Shares,
the total number of Shares reserved for issuance under this Plan shall be
appropriately adjusted.

                                    ARTICLE 5
                                 AWARD OF SHARES

         5.1 Shares Awarded by Committee. Subject to the terms and conditions of
this Plan, the Committee may, from time to time, award Shares to Employees
pursuant to this Plan by written notice to the Employee. More than one award may
be given to the same Employee.

         5.2 Restricted Stock Agreement. All Shares awarded under this Plan
shall be evidenced by a Restricted Stock Agreement substantially in the form
attached hereto as Exhibit A.

         5.3 Securities Representation. As a condition to the award of Shares
pursuant to this Plan, the Employee receiving the award may be required to give
such written assurances to the Company as the Company shall require that the
Employee is acquiring the Shares for investment and without any present
intention of selling or distributing the Shares in violation of any applicable
state or Federal law.

                                    ARTICLE 6
                              RESTRICTION ON SHARES
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         6.1 Nontransferability of Shares. Employee, his/her heirs,
administrators or executors may not sell, assign, transfer, pledge, hypothecate
or otherwise dispose of in any way the Shares acquired pursuant to an award
under this Plan, until such Shares become Vested Shares.

         6.2 Voting and Distributions Rights. Employee, his/her heirs,
administrators or executors may vote and receive dividends or other
distributions made with respect to the Shares acquired pursuant to an award
under this Plan, regardless of whether such Shares are Vested Shares.

         6.3 Legend on Certificates. In order to more fully effectuate the
restrictions imposed by an award under this Plan, each stock certificate
representing Shares acquired pursuant to such award shall have printed on such
certificates the following legend or a legend substantially similar thereto:

"The sale, assignment, transfer, pledge, hypothecation or other disposition of
this certificate is subject to certain restrictions, the terms and conditions of
which are contained in the Company's 2002 Restricted Stock Plan and a Restricted
Stock Agreement, copies of which are on file in the office of the Secretary of
the Company."

                                    ARTICLE 7
                                VESTING OF SHARES

         7.1 Termination of Service. If the Employee is terminated by the
Company for Cause, death or Disability or the Employee terminates his/her
service to the Company, any non-Vested Shares acquired pursuant to an award
under this Plan shall be forfeited by the Employee and returned to the Company
without consideration.

         7.2 Vesting Schedule. An Employee's Vested Shares shall be determined
in accordance with the following vesting schedule:

<TABLE>
<CAPTION>
Years of Service           Vested Percentage
----------------           -----------------
<S>                        <C>
Less than 1 Year                     0%
          1 Year                33 1/3%
          2 Years               33 1/3%
          3 Years               33 1/3%
</TABLE>

         7.3 Automatic Vesting. In the event of (i) the dissolution or
liquidation of the Company; (ii) any merger, consolidation, exchange or other
transaction in which the Company is not the surviving corporation or in which
shares of the Company's common stock are converted into cash, other securities
or other property; or (iii) thirty (30) calendar days prior to the scheduled
consummation of a Change of Control; then the Shares acquired pursuant to an
award under this Plan shall be deemed Vested Shares as of the date immediately
prior to such transaction, conversion or Change of Control. Further, the Shares
acquired pursuant to an award under this Plan shall immediately be deemed Vested
Shares upon the termination of the Employee by the Company other than for Cause,
death or Disability.
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                                    ARTICLE 8
                       AMENDMENT OR DISCONTINUANCE OF PLAN

         8.1 By Board of Directors. The Board may at any time amend, suspend, or
discontinue this Plan.

         8.2 Effect on Shares. No amendment to this Plan shall alter or impair
any award of Shares given under this Plan without the consent of the holders
thereof.

                                    ARTICLE 9
                                 EFFECTIVE DATE

         This Plan shall become effective as December 16, 2002 having been
adopted by the Board and approved by the shareholders of the Company as of such
date.

                                   ARTICLE 10
                            DURATION AND TERMINATION

         This Plan shall terminate and no further stock shall be awarded
hereunder after December 16, 2012. In addition, the Committee may terminate this
Plan at any time prior thereto. The termination of this Plan shall not, however,
alter or impair any award of Shares given under this Plan without the consent of
the holders thereof.

                                   ARTICLE 11
                          COMPLIANCE WITH SECTION 16(B)

         This Plan is intended to comply with all applicable conditions of Rule
16b-3 of the General Rules and Regulations under the 1934 Act. All transactions
involving the Company's executive officers are subject to such conditions,
regardless of whether the conditions are expressly set forth in this Plan. Any
provision of this Plan that is contrary to a condition of Rule 16b-3 shall not
apply to executive officers of the Company.

                                   ARTICLE 12
                                  MISCELLANEOUS

         12.1 Stock Power and Retention of Certificates. The Company may require
the Employee to execute and deliver to the Company a stock power in blank with
respect to the non-Vested Shares and may, in its sole discretion, determine to
retain possession of or escrow the certificates for the non-Vested Shares. The
Company shall have the right, in its sole discretion, to exercise such stock
power in the event that the Company becomes entitled to the non-Vested Shares
pursuant to Section 7.1. Notwithstanding retention of such certificates by the
Company, the Employee shall have all rights (including dividend and voting
rights) with respect to the non-Vested Shares represented by such certificates.

         12.2 No Employment Guaranty. Nothing contained in this award shall be
construed as a guaranty or promise of continued employment or shall interfere in
any way with the right of the Company to terminate the employment of any
Employee at any time for any reason.
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         12.3 Taxes. To the extent that the lapse of restrictions on the
non-Vested Shares results in the receipt of compensation by the Employee for tax
purposes, the Company shall withhold from any cash compensation then or
thereafter payable to the Employee any tax required to be withheld by reason
thereof. To the extent the Company determines that such cash compensation is or
may be insufficient to fully satisfy such withholding requirement, the Employee
shall deliver to the Company cash in an amount determined by the Company to be
sufficient to satisfy any such withholding requirement. If the Employee makes
the election authorized by Section 83(b) of the Code, the Employee shall submit
to the Company a copy of the statement filed by the Employee to make such
election.
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                                    EXHIBIT A

                   INFINITY PROPERTY AND CASUALTY CORPORATION

                           RESTRICTED STOCK AGREEMENT

         Infinity Property and Casualty Corporation (the "Company"), hereby
awards to [Employee] ___________shares of its common stock ("Shares") in
accordance with and subject to the terms of the Infinity Property and Casualty
Corporation 2002 Restricted Stock Plan (the "Plan"), a copy of which is attached
hereto and made a part hereof, and of this Restricted Stock Agreement.

         The Shares acquired pursuant to the Plan are subject to certain
restrictions affecting the sale, assignment, transfer, pledge, hypothecation or
other disposition of such Shares in accordance with and subject to the terms of
the Plan.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the ____ day of _____________,20__.

                                                INFINITY PROPERTY AND CASUALTY
                                                CORPORATION



                                                By:
                                                   -----------------------------
                                                Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------

         I hereby accept the award of Shares set forth above in accordance with
and subject to the terms and conditions of this Restricted Stock Agreement and
of the Plan and agree to be bound thereby.



-------------------------------
Employee