EX-10.2



 





Exhibit 10.2




UNDERTAKING AGREEMENT




     This Undertaking Agreement (“Agreement”) is entered into as of November 12, 2007, between
Bancinsurance Corporation, an Ohio corporation (the “Company”), and [                      ] (the
“Executive”).



RECITALS




     WHEREAS, in 2005, the U.S. Securities and Exchange Commission (“SEC”) commenced an
investigation concerning the chronology, events and announcements relating to the withdrawal by the
Company’s former independent registered public accounting firm, Ernst & Young LLP, of its audit
reports for the years 2001 through 2003 for the Company (the “SEC Investigation”);



     WHEREAS, the Executive has advised the Company that the Executive desires to retain
independent legal counsel to assist him in connection with the SEC Investigation and in defending
any actual or threatened action, suit or proceeding arising from or associated with the SEC
Investigation (collectively with the SEC Investigation, the “Specified Proceedings”);



     WHEREAS, the Executive has requested that the Company pay, in advance of the final disposition
of the Specified Proceedings, legal fees and expenses actually and reasonably incurred by the
Executive in connection with the Specified Proceedings;



     WHEREAS, the disinterested directors of the Company have determined that, subject to the terms
and conditions of this Agreement, it is in the best interests of the Company and its shareholders
that the Company pay, in
advance of the final disposition of the Specified Proceedings, legal fees and expenses actually and
reasonably incurred by the Executive in connection with the Specified Proceedings; and



     WHEREAS, the disinterested directors of the Company have authorized the Company to enter into
this Agreement with the Executive;



     NOW, THEREFORE, the parties hereto agree as follows:




	 	1.	 	Subject to the terms and conditions of this Agreement, the Company agrees to pay,
in advance of the final disposition of the Specified Proceedings, legal fees and
expenses actually and reasonably incurred by the Executive in connection with the
Specified Proceedings (the “Expenses”).
	 
	 	2.	 	The Executive agrees that any request for advancement of any Expenses shall be
submitted in a written statement from the Executive to the Chairman of the Special
Committee of the Board of Directors established in connection with the SEC
Investigation. Subject to the terms and conditions of this Agreement, any advancement
of Expenses pursuant to this Agreement shall be made within 20 days after the receipt by
the Company of such written statement from the Executive requesting such advancement.
Each written statement requesting 




 









 






	 	 	 	advancement shall reasonably evidence to the
satisfaction of the Company the Expenses incurred by the Executive in connection with
the Specified Proceedings.
	 
	 	3.	 	In consideration for the Company advancing the Expenses, the Executive hereby
undertakes to repay the amounts of Expenses advanced under this Agreement if it
ultimately is determined, in accordance with Article Five of the Company’s code of
regulations, that the Executive did not act in good faith or in a manner the Executive
reasonably believed to be in or not opposed to the best interests of the Corporation in
respect of the matters which are the subject of the Specified Proceedings. In the event
of such a determination, the Executive and the Company shall negotiate and agree in good
faith within 30 days of such determination a schedule for the repayment of all advanced
Expenses, but in no event shall the Executive take longer than one year from the time
the determination is made to repay in full the amounts advanced by the Company under
this Agreement.
	 
	 	4.	 	Nothing in this Agreement shall be construed to require the Company to advance to
the Executive any other costs or expenses, whether or not incurred in connection with
the Specified Proceedings.
	 
	 	5.	 	The Company may terminate this Agreement at any time by giving 10 days’ prior
written notice to the Executive. Unless otherwise required by law or by the terms of
this Agreement, any Expenses incurred by the Executive prior to the time notice is given
as provided in this paragraph, shall be paid by the Company in accordance with this
Agreement.
	 
	 	6.	 	Subject to paragraph 5 of this Agreement, the rights and obligations of the
parties under this Agreement shall continue
following any termination of the Executive’s employment with the Company.
	 
	 	7.	 	This Agreement contains the entire agreement and understanding of the Company and
the Executive with respect to the subject matter of this Agreement. This Agreement
shall be construed, governed and enforced in accordance with the laws of the State of
Ohio.




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     IN WITNESS WHEREOF, the parties have executed this Agreement as of November 12, 2007.



	 	 	 	 	 	 	 
	 	 	BANCINSURANCE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 

	 	 
	 	 	 	 	Matthew D. Walter, Chairman of the Special	 	 
	 	 	 	 	Committee of the Directors	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[                      ], individually	 	 






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