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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amended, superseded or interpreted hereafter.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 Ninety
Eight and 29/100 (98.29) 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 20% 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.

                                    ARTICLE 6



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                              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 December 16, 2012.





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                                   ARTICLE 11
                               GENERAL PROVISIONS

        11.1    Shareholder Approval. This Plan shall become effective as of
December 16, 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.


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