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                                                                    Exhibit 10.2


                   INFINITY PROPERTY AND CASUALTY CORPORATION

                             2002 STOCK OPTION PLAN


                                    ARTICLE 1
                                   OBJECTIVES

         The objectives of this 2002 Stock Option Plan (the "Plan") are to
enable Infinity Property and Casualty Corporation (the "Company") 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 "Code" means the Internal Revenue Code of 1986, as amended, or any
successor legislation.

     2.3 "Committee" means a committee designated by the Board of the Company.
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 Securities Exchange
Act of 1934 (the "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Code ("Section 162(m)"), as such Rule and Section may be amended, superseded or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.

     2.4 "Disability" means any medically determinable physical or mental
impairment rendering an individual unable to engage in any substantial gainful
activity, which disability can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than 12
months.

     2.5 "Eligible Director" means a director of the Company who is also not an
employee of the Company or a Subsidiary. Eligible Directors are not eligible to
receive Options under this Plan except as set forth in Article 7.

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

     2.7 "Exchange Act" means the Securities Exchange Act of 1934.

     2.8 "Fair Market Value" means the average of the closing bid and asked
prices for a Share reported on any stock exchange or over-the-counter trading
system on which Shares are trading on the last trading date prior to a specified
date.


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     2.9 "Grant Date" means the date designated by the Committee as the date
upon which an Option is granted.

     2.10 "Incentive Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code or any successor provision. Incentive Options may only be granted to
Eligible Employees.

     2.11 "Non-Qualified Option" means any Stock Option that is not an Incentive
Option.

     2.12 "Option Agreement" means a written agreement setting forth the terms
of an Option.

     2.13 "Option Price" or "Exercise Price" means the price per Share at which
Common Stock may be purchased upon the exercise of an Option.

     2.14 "Participant" means a person to whom an Option has been granted
pursuant to this Plan.

     2.15 "Retirement" means any termination of employment or service on the
Board (other than by death or Disability) by an employee or a director who is at
least 65 years of age, or 55 years of age with at least ten years of employment
with, or service on the Board of, the Company or a Subsidiary of the Company.

     2.16 "Share" means one share of the Company's common stock, no par value.

     2.17 "Stock Option" or "Option" means the right to purchase Shares granted
pursuant to this Plan.

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

     2.19 "Term" means the period beginning on a Grant Date and ending on the
expiration date of such Option.

     2.20 "Transfer" means sale, assignment, pledge, encumbrance, alienation,
attachment, charge or other disposition, whether or not for consideration; and
the terms "Transferred" or "Transferable" have corresponding meanings.


                                   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 grant Stock Options. In
particular, the Committee shall have the authority:

          3.2.1 to select the Eligible Employees who shall be Participants under
the Plan and to whom Options may be granted;


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          3.2.2 to determine the types and combinations of Options to be
granted;

          3.2.3 to determine the number of Shares which may be subject to each
Option;

          3.2.4 to determine the terms and conditions, not inconsistent with the
terms of this Plan, of any Option, including, but not limited to, the term,
price, exercisability, method of exercise, any restriction or limitation on
transfer of Options or Shares issued or acquired upon exercise or vesting of
Options, any vesting schedule or acceleration of any vesting schedule, or any
forfeiture provisions or waiver, regarding any Option, and the related Shares,
based on such factors as the Committee shall determine; and

          3.2.5 to modify or waive any restrictions or limitations contained in,
and grant extensions to the terms of or accelerate the vesting of, any
outstanding Options as long as such modifications, waivers, extensions or
accelerations are not inconsistent with the terms of this Plan, but no such
changes shall impair the rights of any Participant without his or her consent.

     3.3 GUIDELINES. The Committee is authorized to adopt, alter and repeal
administrative rules, guidelines and practices governing this Plan and perform
all acts, including the delegation of its administrative responsibilities, as it
deems advisable, to construe and interpret the terms and provisions of this Plan
and any Option issued under this Plan and otherwise to supervise the
administration of this Plan. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in this Plan or in any related Option
Agreement in the manner and to the extent it deems necessary to carry this Plan
into effect.

     3.4 DELEGATION OF ADMINISTRATIVE DUTIES. The Committee may delegate its
administrative duties to employees of the Company.

     3.5 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. Subject to adjustment as provided in Section 4.2, the number of
Shares which may be issued under this Plan shall not exceed ____________
(_______) Shares. If any Option granted under this Plan shall expire, terminate
or be canceled for any reason without having been exercised in full, the number
of unacquired Shares subject to such Option shall again be available for future
grants. The Committee may make such other determinations regarding the counting
of Shares issued pursuant to this Plan as it deems necessary or advisable,
provided that such determinations shall be permitted by law. Shares underlying a
canceled Option shall be counted against the maximum number of Shares for which
Options may be granted to an employee. The repricing of an Option shall be
treated as a cancellation of the Option and the grant of a new Option.

     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,


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recapitalization, reorganization, exchange of shares, liquidation or other
change in corporate structure affecting the Shares, the total number of Shares
reserved for issuance under the Plan shall be appropriately adjusted and the
number of Shares covered by each outstanding Option and the reference price or
fair market value for each outstanding Option shall be adjusted so that the
aggregate consideration payable to the Company and the value of each such Option
shall not be changed.


                                    ARTICLE 5
                                  STOCK OPTIONS

     5.1 GRANTS. Each Option granted shall be designated as either a
Non-Qualified Option or an Incentive Option. One or more Stock Options may be
granted to any Eligible Employee.

     5.2 INCENTIVE OPTIONS. Any Option designated by the Committee as an
Incentive Option will be subject to the general provisions applicable to all
Options granted under the Plan plus the following specific provisions:

          5.2.1 If an Incentive Option is granted to a person who owns, directly
or indirectly, stock representing more than 10% of (i) the total combined voting
power of all classes of stock of the Company and its Subsidiaries, or (ii) a
corporation that owns 50% or more of the total combined voting power of all
classes of stock of the Company, then

               5.2.1.1 the Option Price must equal at least 110% of the Fair
Market Value on the Grant Date; and

               5.2.1.2 the term of the Option shall not be greater than five
years from the Grant Date.

          5.2.2 The aggregate Fair Market Value of Shares, determined at the
Grant Date, with respect to which Incentive Options that may become exercisable
for the first time during any calendar year under this Plan or any other plan
maintained by the Company and its Subsidiaries shall not exceed $100,000
determined in accordance with Section 422(d) of the Code. To the extent that the
aggregate Fair Market Value of Shares with respect to which Incentive Options
become exercisable for the first time by any individual during any calendar
year, under all plans of the Company and its Subsidiaries, exceeds $100,000,
such Options shall be treated as Non-Qualified Options.

          5.2.3 Notwithstanding anything in this Plan to the contrary, no term
of this Plan relating to Incentive Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code, or,
without the consent of the Participants affected, to disqualify any Incentive
Option under Section 422 of the Code.

     5.3 TERMS OF OPTIONS. Except as otherwise required by Sections 5.2 and
Article 7 and subject to Article 9, Options granted under this Plan shall be
subject to the following terms and conditions and shall be in such form and
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem desirable:


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          5.3.1 The Option Price shall be determined by the Committee at the
Grant Date, except that no Incentive Option may be granted for an Option Price
less than 100% of Fair Market Value on the Grant Date.

          5.3.2 The Option Term shall be fixed by the Committee, but no Option
shall be exercisable more than ten years after its Grant Date.

          5.3.3 Commencing on the first anniversary of the Date of Grant of an
Option, the Option may be exercised for 20% of the total Shares covered by the
Option with an additional 25% of the total Shares covered by the Option becoming
exercisable on each succeeding anniversary until the Option is exercisable to
its full extent. This right of exercise shall be cumulative and shall be
exercisable in whole or in part. The Committee may establish a different
exercise schedule and impose other conditions upon exercise for any particular
Option or groups of Options. The Committee in its sole discretion may permit
particular holders of Options to exercise an Option to a greater extent than
provided in such Option.

          5.3.4 An Option shall be exercisable at such time or times and subject
to such terms and conditions as shall be specified in the Option Agreement,
provided, however, that an Option may not be exercised as to the lesser of 100
Shares at any one time or the total number available for exercise at that time.

          5.3.5 Stock Options shall be non-transferable except as provided in
Article 8.

          5.3.6 Stock Options shall terminate in accordance with Article 9.

     5.4 EXERCISE OF OPTIONS. Any Participant entitled to exercise an Option in
whole or in part, may do so by delivering a written notice of exercise to the
Company, Attention Corporate Secretary, at its principal office. The written
notice shall specify the number of Shares for which an Option is being exercised
and the grant date of the option being exercised and shall be accompanied by
full payment of the Option Price for the Shares being purchased and any
withholding taxes in cash. In addition, at the discretion of the Committee,
either as set forth in an Option Agreement or determined at the time of
exercise, the exercise price and withholding taxes may be paid:

          5.4.1 By tender to the Company of Shares owned by the Participant
having a Fair Market Value not less than the exercise price;

          5.4.2 By the assignment of the proceeds of a sale or loan with respect
to some or all of the shares being acquired upon the exercise of the Option;

          5.4.3 By such other consideration as may be approved by the Committee
from time to time to the extent permitted by applicable law; or

          5.4.4 By any combination of the methods described above in Sections
5.4.1 to 5.4.3.


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                                    ARTICLE 6
                              EXTRAORDINARY EVENTS

     6.1 In the event of the dissolution or liquidation of the Company or any
merger, other than a merger for the purpose of the redomestication of the
Company not involving a change in control, consolidation, exchange or other
transaction in which the Company is not the surviving corporation or in which
the outstanding Shares of the Company are converted into cash, other securities
or other property, each outstanding Option shall automatically become fully
vested and fully exercisable immediately prior to such event. Thereafter the
holder of each such Option shall, upon exercise of the Option, receive, in lieu
of the stock or other securities and property receivable upon exercise of the
Option prior to such transaction, the stock or other securities or property to
which such holder would have been entitled upon consummation of such transaction
if such holder had exercised such Option immediately prior to such transaction.

     6.2 All outstanding Options shall become fully vested and immediately
exercisable in full if a change in control of the Company occurs. For purposes
of this Agreement, a "change in control of the Company" shall be deemed to have
occurred if any "person", as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, other than (i) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or (ii)
American Financial Group, Inc., becomes the "beneficial owner," as defined in
Rule 13d-3 under such Act, directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities; or during any period of one year after January 1, 2003,
individuals who at the beginning of such period constitute the Board and any new
director whose election by the Board or nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof.


                                   ARTICLE 7
                     AWARD OF OPTIONS TO ELIGIBLE DIRECTORS

     7.1 GRANT UPON INITIAL ELECTION OR APPOINTMENT OF ELIGIBLE DIRECTORS. Each
Eligible Director shall be granted an Option to purchase 2,500 Shares at the
time such person first becomes a Director of the Company.

     7.2 ANNUAL GRANT. Each Eligible Director serving at the conclusion of each
Annual Meeting of Shareholders shall be granted an option for 2,500 shares.

     7.3 TERMS OF OPTIONS GRANTED TO ELIGIBLE DIRECTORS. All Options granted
under this Article 7 shall have the following terms:

          7.3.1 The Term shall be 10 years from the Grant Date.

          7.3.2 The Option Price shall be the Fair Market Value of a Share on
the Grant Date.

          7.3.3 All Options shall be fully vested upon grant.


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          7.3.4 All Options shall be exercisable in the manner provided in 5.4
except that, without further action by the Committee, Eligible Directors may
make payment of the Option Price by the delivery of Shares owned by the director
or by a reduction in the number of Shares issuable upon such exercise.

          7.3.5 All Options shall be non-transferable except as provided in
Article 8 and shall terminate in accordance with Article 9, except that the
timing provisions of Sections 9.1.3 and 9.1.4 may not be varied by Committee
determination.


                                   ARTICLE 8
                           TRANSFERABILITY OF OPTIONS

     During the lifetime of an Eligible Employee to whom an Option has been
granted, such Option is not transferable voluntarily or by operation of law and
may be exercised only by such individual. Upon the death of an Eligible Employee
to whom an Option has been granted, the Option may be transferred to the
beneficiaries or heirs of the holder of the Option by will or by the laws of
descent and distribution.

     Notwithstanding the above, the Committee may, with respect to particular
Nonqualified Options, establish or modify the terms of the Option to allow the
Option to be transferred at the request of the grantee of the Option to trusts
established by the grantee or as to which the grantee is a grantor or to family
members of the grantee or otherwise for personal and tax planning purposes of
the grantee. If the Committee allows such transfer, such Options shall not be
exercisable for a period of six months following the action of the Committee.


                                   ARTICLE 9
                              TERMINATION OF AWARDS

     9.1 TERMINATION OF OPTIONS. All Options issued under this Plan shall
terminate as follows:

          9.1.1 During any period of continuous employment or business
relationship with the Company or any Subsidiary of the Company, an Option will
be terminated only if it is fully exercised or if it has expired by its terms or
by the terms of this Plan, including this Article 9. For purposes of this Plan,
any leave of absence approved by the Company or the Subsidiary of the Company
shall not be deemed to be a termination of employment.

          9.1.2 If a Participant violates any terms of any written employment,
confidentiality or noncompetition agreement between the Company or any
Subsidiary of the Company and the Participant, all existing Options granted to
such Participant will terminate. In addition, if at the time of such violation
such Participant has exercised Options but has not received certificates for the
shares to be issued, the Company may void the Option and its exercise. Any such
actions by the Company shall be in addition to any other rights or remedies
available to the Company or the Subsidiaries of the Company in such
circumstances. In the event Section 9.1.2 and 9.1.4 both apply to a situation,
the provisions of Section 9.1.2 shall take precedence over the provisions of
Section 9.1.4 and govern the situation.


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          9.1.3 If a Participant's employment by the Company or any Subsidiary
terminates by reason of death, Disability or Retirement, unless otherwise
determined by the Committee at grant, shall be fully vested and may thereafter
be exercised by the Participant or by the Participant's beneficiary or legal
representative, for a period of one year following termination of employment, in
the case of death or Disability, and 90 days in the case of Retirement, or such
longer period as the Committee may specify at or after grant in all cases other
than Incentive Options, or until the expiration of the stated term of such
Option, whichever period is shorter.

          9.1.4 Unless otherwise determined by the Committee at or after grant,
if a Participant's employment by the Company or any Subsidiary of the Company
terminates for any reason other than death, Disability or Retirement, the Option
will terminate on the earlier to occur of the stated expiration date or 90 days
after termination of the employment or business relationship. If a Participant
dies during the 90 day period following the termination of the employment or
business relationship, any unexercised Option held by the Participant, or
Transferred by the Participant in accordance with Article 8, shall be
exercisable, to the full extent that such Option was exercisable at the time of
death, for a period of one year after the date of death of the Participant or
until the expiration of the stated term of the Option, whichever occurs first.


                                   ARTICLE 10
                      TERMINATION OR AMENDMENT OF THIS PLAN

     10.1 The Board may at any time amend, suspend, or terminate the Plan;
provided, however, that no amendments by the Board shall, without further
approval of the shareholders of the Company:

          10.1.1 Change the definition of Eligible Employees or Eligible
Directors;

          10.1.2 Except as provided in Article 4 hereof, increase the number of
Shares which may be subject to Options granted under the Plan; or increase the
maximum number of Shares with respect to which Options may be granted to any
Participant during any fiscal year;

          10.1.3 Cause the Plan or any Option granted under the Plan to fail to
meet the conditions for exclusion of application of the $1 million deduction
limitation imposed by Section 162(m) of the Code; or

          10.1.4 Cause any Option granted as an Incentive Stock Option to fail
to qualify as an "Incentive Stock Option" as defined by Section 422 of the Code.

     10.2 No amendment or termination of the Plan shall impair any Option
granted under the Plan without the consent of the holder thereof.

     10.3 This Plan shall continue in effect until the expiration of all Options
granted under the Plan unless terminated earlier in accordance with this Article
10; provided, however, that it shall otherwise terminate and no options shall be
granted after __________, 2012.


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                                   ARTICLE 11
                               GENERAL PROVISIONS

     11.1 SHAREHOLDER APPROVAL. This Plan shall become effective as of
__________, 2002, having been adopted by the Board of Directors and shareholders
of the Company as of such date.

     11.2 SECURITIES LAWS. Notwithstanding anything to the contrary contained in
the Plan, the Company shall not be obligated to issue Shares to a Participant
pursuant to any Option under the Plan, unless at the time of such issuance the
Shares are registered, exempt or the subject matter of an exempt transaction
under both federal and applicable state securities laws. If requested to do so
by the Board, as a condition to the exercise of an Option or the receipt of
Shares, each Participant shall execute a certificate indicating that he or she
is purchasing the Common Stock for investment and not with any present intention
to sell or distribute the same.

     11.3 NO RIGHT TO CONTINUED EMPLOYMENT. Neither the establishment of the
Plan nor the granting of any Option hereunder shall confer upon any Eligible
Employee any right to continue in the employ of the Company or any Subsidiary of
the Company, or interfere in any way with the right of the Company or any
Subsidiary of the Company to terminate such employment at any time.

     11.4 OTHER PLANS. The value of, or income arising from, any Options issued
under this Plan shall not be treated as compensation for purposes of any
pension, profit sharing, life insurance, disability or other retirement or
welfare benefit plan now maintained or hereafter adopted by the Company or any
Subsidiary of the Company, unless such plan specifically provides to the
contrary.

     11.5 WITHHOLDING OF TAXES. The Company may deduct from any payment to be
made pursuant to this Plan, or to otherwise require, prior to the issuance or
delivery of any Shares to a Participant, payment by the Participant of any
Federal, state, local or foreign taxes required by law to be withheld. The
Committee may permit any such withholding obligation to be satisfied by reducing
the number of Shares otherwise deliverable or by accepting the delivery of
previously owned Shares. Any fraction of a Share required to satisfy such tax
obligations shall be disregarded and the amount due shall be paid instead in
cash by the Participant.

     11.6 REIMBURSEMENT OF TAXES. The Committee may provide in its discretion
that the Company may reimburse a Participant for federal, state, local and
foreign tax obligations incurred as a result of the grant or exercise of an
Option issued under this Plan.

     11.7 GOVERNING LAW. This Plan and actions taken in connection with it shall
be governed by the laws of Ohio, without regard to the principles of conflict of
laws.

     11.8 LIABILITY. No employee of the Company and no member of the Committee
or the Board shall be liable for any action or determination taken or made in
good faith with respect to the Plan or any Option granted hereunder and, to the
fullest extent permitted by law, all employees and members of the Committee or
the Board shall be indemnified by the Company for any liability and expenses
which may occur through any claim or cause of action arising under or in
connection with this Plan or any Options granted under this Plan.