##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D. C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 0-8738
  BANCINSURANCE
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Ohio

31-0790882(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)250 East Broad Street, Columbus, Ohio(Address of principal
    executive offices)

43215(Zip Code)   Registrants telephone number, including area code
 (614)
    220-5200
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredNONE

NONE   Securities registered pursuant to Section 12(g) of the
    Act:
  COMMON SHARES, WITHOUT PAR VALUE
 (Title of Class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company þ   Rule 12b-2 o þ
      DOCUMENT
    INCORPORATED BY REFERENCE




---



##### 





BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  2007
    FORM 10-K
  TABLE OF
    CONTENTS
  
  PagePART IItem 1.


Business


3Item 2.


Properties


11Item 3.


Legal Proceedings


11Item 4.


Submission of Matters to a Vote of Security
    Holders


11PART IIItem 5.


Market for the Registrants Common Shares,
    Related Shareholder Matters and Issuer Purchases of Equity
    Securities


12Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


13Item 8.


Consolidated Financial Statements and
    Supplementary Data


29Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


61Item 9A(T).


Controls and Procedures


61Item 9B.


Other Information


61PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


62Item 11.


Executive Compensation


62Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Shareholder Matters


62Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


62Item 14.


Principal Accounting Fees and Services


62PART IVItem 15.


Exhibits, Financial Statement Schedules


63EX-10(P)EX-10(Q)EX-21EX-23(A)EX-31.1EX-31.2EX-32.1   2




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##### Table of Contents



FORWARD-LOOKING
    INFORMATION
  Form 10-K Form 10-K, and/or
 PART I  ITEM 1.
    BUSINESS  GENERAL/OVERVIEW
  Form 10-K.
  Form 10-K.
  PRODUCTS
    AND SERVICES
  Ohio
    Indemnity Company
   3




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##### Table of Contents



Lender Service Products. ®
    (60-84 months)
  Unemployment Compensation Products. ®
  Waste Industry Products.
 4




---



##### Table of Contents



and/or
  Other Products.
    Distribution of Products.
  American
    Legal Publishing Corporation
    Ultimate
    Services Agency, LLC
   5




---



##### Table of Contents



SALE OF
    AFFILIATE
          COMPETITION
  and/or
  Importance
    of Industry Ratings
   6




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##### Table of Contents



Reliance
    on General Agents and Major Customers
    GrossType

Premiums Written


% of TotalCustomer

$
17.9



23.2
%General Agent


8.4



10.9
%Customer


7.5



9.7
%Customer


6.2



8.0
%General Agent


5.7



7.4
%Customer


5.2



6.7
%Customer


4.7



6.1
%General Agent


4.7



6.1
%General Agent


3.9



5.1
%TOTAL

$
64.2



83.2
%   and/or
  REINSURANCE
  and/or and/or
       7




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##### Table of Contents



REGULATION
  Insurance
    Company Regulation
   8




---



##### Table of Contents



Ohio
    Insurance Holding Company System Regulation
    30-day
  National
    Association of Insurance Commissioners
   9




---



##### Table of Contents



Ongoing
    SEC Investigation
        EMPLOYEES
   10




---



##### Table of Contents



SERVICE
    MARKS
    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS  Highlands Arbitration.
  SEC Investigation.
  Ernst & Young LLP
    Arbitration.
    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   11




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON SHARES, RELATED SHAREHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  MARKET
    INFORMATION
    Period

High Bid


Low BidQuarterly period ended March 31, 2006

$
6.60


$
4.20Quarterly period ended June 30, 2006


6.30



6.00Quarterly period ended September 30, 2006


6.14



5.56Quarterly period ended December 31, 2006


6.15



5.50   Period

High Bid


Low BidQuarterly period ended March 31, 2007

$
6.40


$
5.60Quarterly period ended June 30, 2007


6.74



6.05Quarterly period ended September 30, 2007


6.40



6.10Quarterly period ended December 31, 2007


6.35



4.90   mark-up,
      HOLDERS
    DIVIDENDS
   12




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##### Table of Contents



COMMON
    SHARE REPURCHASE PROGRAM
  Rule 10(b)-18(a)(3)
  Maximum Number(or ApproximateTotal Number of


Dollar Value) ofShares (or Units)


Shares (or Units)Total Number of


Average Price


Purchased as Part of


that May Yet beShares (or Units)


Paid per


Publicly Announced


Purchased Under thePeriod

Purchased


Share (or Unit)


Plans or Programs


Plans or ProgramsMonth #1 (October 1, 2007 through October 31, 2007)














Month #2 (November 1, 2007 through November 30, 2007)


210


$
6.23



210



382,652Month #3 (December 1, 2007 through December 31, 2007)





$








382,652Total


210
(1)

$
6.23
(1)


210
(1)


382,652
(1)     (1)
    
    On March 7, 2007, the Company announced that its Board of
    Directors authorized the repurchase of up to 500,000 common
    shares of the Company. This repurchase program expires on
    December 31, 2008. Through December 31, 2007, the
    Company had repurchased 117,348 common shares at an aggregate
    cost of $731,900 and at an average price per share of $6.24
    under this program.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  OVERVIEW
    Products
    and Services
    Sale
    of Affiliate
    Discontinued
    Bond Program
   13




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##### Table of Contents



Pending Arbitration.
     14




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##### Table of Contents



and/or
  and/or
  Loss and LAE Reserves.
  December 31,


December 31,2007


2006Bail Bonds:Case reserves

$
0.5


$
0.9Incurred but not reported (IBNR) reserves


4.5



4.2Total bail bond reserves


5.0



5.1Immigration Bonds:Case reserves


0.2



0.1IBNR reserves


1.5



1.2Total immigration bond reserves


1.7



1.3Total loss and LAE reserves

$
6.7


$
6.4         Recently
    Issued Accounting Standards
  05-1, (SOP 05-1). SOP 05-1 SOP 05-1 SOP 05-1
 15




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##### Table of Contents



SOP 05-1
    157-2 157-2,
    No. 06-10, (EITF 06-10). EITF 06-10 EITF 06-10 EITF 06-10
  Reinsurance
    Transactions
    Automobile
    Service Contract Program
   16




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##### Table of Contents



and/or
  Ongoing
    SEC Investigation
    SUMMARY
    RESULTS
    Period-to-Period Increase (Decrease) 2006-2007Amount


% ChangeNet premiums earned

$
(2,133,395
)


(4.3
)%Net investment income


52,587



1.4
%Net realized gains (losses) on investments


(1,281,012
)


(2,299.1
)%Net realized gain on sale of affiliate


(2,449,391
)


(97.5
)%Codification and subscription fees


(2,255,558
)


(100.0
)%Management fees


(381,430
)


(45.9
)%Total revenues


(8,460,505
)


(14.4
)%Losses and LAE


(1,030,513
)


(4.0
)%Commissions, other insurance expenses, and general and
    administrative expenses


(2,187,924
)


(9.5
)%Codification and subscription expenses


(1,936,384
)


(100.0
)%Income before federal income taxes


(3,349,290
)


(49.1
)%Net income


(2,471,192
)


(45.1
)%      17




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##### Table of Contents



2007


2006GAAP:Loss ratio


53.9
%


53.2
%Expense ratio


38.3
%


44.7
%Combined ratio


92.2
%


97.9
%Statutory:Loss ratio


53.9
%


53.2
%Expense ratio


35.1
%


43.3
%Combined ratio


89.0
%


96.5
%   RESULTS
    OF OPERATIONS
  2007
    Compared to 2006
  Net Premiums Earned.
              Investment Income.
   18




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##### Table of Contents



Codification and Subscription
    Fees.
  Management Fees.
  Net Realized Gain on Sale of
    Affiliate.
  Losses and Loss Adjustment
    Expenses.
                Commissions, Other Insurance Operating Expenses and
    General and Administrative
    Expenses.
 19




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##### Table of Contents



Codification and Subscription
    Expenses.
  Interest Expense.
  Federal Income Taxes.
  GAAP Combined Ratio.
  BUSINESS
    OUTLOOK
  Lender
    Service Products
         20




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Unemployment
    Compensation and Other Specialty Products
  and/or and/or
      Expenses
    and Investments
       21




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
    2007


2006Trust preferred debt issued to BIC Statutory Trust I

$
8,248,000


$
8,248,000Trust preferred debt issued to BIC Statutory Trust II


7,217,000



7,217,000Total debt obligations


15,465,000



15,465,000Total shareholders equity


38,720,922



36,365,619Total capitalization

$
54,185,922


$
51,830,619Ratio of total debt obligations to total capitalization


28.5
%


29.8
%      22




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##### Table of Contents



and/or
       23




---



##### Table of Contents



INFLATION
    CRITICAL
    ACCOUNTING POLICIES
    Other-Than-Temporary
    Impairment of Investments
      Fixed Maturities.
  
    the length of time and extent to which the estimated fair value
    has been less than book value;
    the degree to which any appearance of impairment is attributable
    to an overall change in market conditions (e.g., interest rates);
    the degree to which an issuer is current or in arrears in making
    principal and interest/dividend payments on the securities in
    question;
    the financial condition and future prospects of the issuer,
    including any specific events that may influence the
    issuers operations and its ability to make future
    scheduled principal and interest payments on a timely basis; 24




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##### Table of Contents




    the independent auditors report on the issuers most
    recent financial statements;
    buy/hold/sell recommendations of investment advisors and
    analysts;
    relevant rating history, analysis and guidance provided by
    rating agencies and analysts; and
    our ability and intent to hold the security for a period of time
    sufficient to allow for recovery in the estimated fair value.  Equity Securities.
  
    the length of time and extent to which the estimated fair value
    has been less than book value;
    whether the decline appears to be related to general market or
    industry conditions or is issuer-specific;
    the financial condition and future prospects of the issuer,
    including any specific events that may influence the
    issuers operations;
    the recent income or loss of the issuer;
    the independent auditors report on the issuers most
    recent financial statements;
    buy/hold/sell recommendations of investment advisors and
    analysts;
    relevant rating history, analysis and guidance provided by
    rating agencies and analysts; and
    our ability and intent to hold the security for a period of time
    sufficient to allow for recovery in the estimated fair value.      Loss
    and Loss Adjustment Expense Reserves
      Assumed Business.
 25




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##### Table of Contents



and/or
    Direct Business.
    
    ULI  limited liability (ULIL)
    ULI  non-limited liability (ULIN)
    CPI
    GAP      and/or
   26




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##### Table of Contents



Loss and LAE Reserves at Year End.
  December 31, 2007


December 31, 2006IBNR


Case


IBNR


CaseULI  limited liability (ULIL)

$
1,316,000


$
57,500


$
1,451,145


$
77,358ULI  non-limited liability (ULIN)


316,784



437,541



267,542



558,024CPI


895,358



132,136



241,706



42,131GAP


3,006,524



94,233



2,515,611



40,000UC


1,028,704







847,259



WIP


1,734,776







1,358,717



Discontinued bond program


6,052,668



688,696



5,483,867



882,310Other specialty products


662,796



30



57,570



Total

$
15,013,610


$
1,410,136


$
12,223,417


$
1,599,823            27




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##### Table of Contents



Equity-Based
    Compensation Expense
    Legal
    Matters
  and/or
  Guarantee
    Liabilities
    OFF-BALANCE
    SHEET TRANSACTIONS
   28




---



##### Table of Contents



ITEM 8.
    CONSOLIDATED
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of
    Independent Registered Public Accounting Firm            
     29




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##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Consolidated
    Statements of Income
  Years Ended December 31,2007


2006Revenues:Net premiums earned

$
46,973,258


$
49,106,653Net investment income


3,897,651



3,845,064Net realized (losses) gains on investments


(1,225,293
)


55,719Net realized gain on sale of affiliate


62,500



2,511,891Codification and subscription fees






2,255,558Management fees


448,899



830,329Other income


69,122



81,428Total revenues


50,226,137



58,686,642Expenses:Losses and loss adjustment expenses


23,794,155



23,806,747Discontinued bond program losses and loss adjustment expenses


749,575



1,767,496Commission expense


9,253,714



12,041,054Other insurance operating expenses


8,592,531



9,923,782Codification and subscription expenses






1,936,384General and administrative expenses


2,888,924



958,257Interest expense


1,472,692



1,429,086Total expenses


46,751,591



51,862,806Income before federal income taxes


3,474,546



6,823,836Federal income tax expense


470,837



1,348,935Net income

$
3,003,709


$
5,474,901Net income per share:Basic

$
.60


$
1.10Diluted

$
.59


$
1.08    30




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##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Consolidated
    Balance Sheets
  December 31,2007


2006ASSETSInvestments:Held to maturity:Fixed maturities, at amortized cost (fair value $5,291,616 in
    2007 and $4,850,986 in 2006)

$
5,195,137


$
4,793,584Available for sale:Fixed maturities, at fair value (amortized cost $73,008,250 in
    2007 and $67,934,779 in 2006)


72,404,324



68,547,886Equity securities, at fair value (cost $11,638,505 in 2007 and
    $8,277,307 in 2006)


12,604,618



9,400,247Short-term investments, at cost which approximates fair value


472,329



6,511,143Restricted short-term investments, at cost which approximates
    fair value


6,714,935



1,752,837Other invested assets


715,000



751,936Total investments


98,106,343



91,757,633Cash


4,151,088



1,823,191Premiums receivable


7,477,434



4,534,856Reinsurance recoverables


3,842,197



1,420,410Prepaid reinsurance premiums


26,516,796



9,278,559Deferred policy acquisition costs


9,059,182



9,454,410Loans to affiliates


1,034,660



963,389Accrued investment income


1,098,214



1,133,757Net deferred tax asset


1,455,438



254,713Other assets


1,523,304



1,667,588Total assets

$
154,264,656


$
122,288,506LIABILITIES AND SHAREHOLDERS EQUITYReserve for unpaid losses and loss adjustment expenses

$
9,682,382


$
7,457,063Discontinued bond program reserve for unpaid losses and loss
    adjustment expenses


6,741,364



6,366,177Unearned premiums


52,886,528



37,248,196Ceded reinsurance premiums payable


4,663,180



1,779,022Experience rating adjustments payable


1,994,587



2,251,171Retrospective premium adjustments payable


4,216,427



3,550,981Funds held under reinsurance treaties


663,857



435,558Funds held for account of others


6,714,935



1,752,837Contract funds on deposit


2,517,046



2,488,671Taxes, licenses and fees payable


502,996



427,928Current federal income tax payable


200,688



266,791Deferred ceded commissions


3,159,732



1,752,278Commissions payable


2,227,598



1,581,825Other liabilities


4,171,414



3,099,389Trust preferred debt issued to affiliates


15,465,000



15,465,000Total liabilities


115,807,734



85,922,887Commitments and contingenciesShareholders equity:Non-voting preferred shares:Class A Serial Preference shares without par value;
    authorized 100,000 shares; no shares issued or outstanding






Class B Serial Preference shares without par value;
    authorized 98,646 shares; no shares issued or outstanding






Common shares without par value; authorized
    20,000,000 shares; 6,170,341 shares issued at
    December 31, 2007 and 2006, 4,997,950 shares
    outstanding at December 31, 2007 and 4,980,700 shares
    outstanding at December 31, 2006


1,794,141



1,794,141Additional paid-in capital


1,630,394



1,554,355Accumulated other comprehensive income


239,041



1,142,957Retained earnings


40,611,396



37,607,68744,274,972



42,099,140Less: Treasury shares, at cost (1,172,391 common shares at
    December 31, 2007 and 1,189,641 common shares at
    December 31, 2006)


(5,818,050
)


(5,733,521
)Total shareholders equity


38,456,922



36,365,619Total liabilities and shareholders equity

$
154,264,656


$
122,288,506    31




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Consolidated
    Statements of Shareholders Equity
  AccumulatedAdditional


Other








TotalPreferred Shares


Common


Paid-in


Comprehensive


Retained


Treasury


ShareholdersClass A


Class B


Shares


Capital


income


Earnings


Shares


EquityBalance at December 31, 2005









$
1,794,141


$
1,336,073


$
588,703


$
32,132,786


$
(5,772,077
)

$
30,079,626Comprehensive income:Net income






















5,474,901







5,474,901Unrealized gains, net of tax and reclassification adjustment


















554,254











554,254Total comprehensive income






























6,029,155Equity-based compensation expense














217,958















217,9588,000 shares issued in connection with the exercise of
    stock options, net of tax benefit














324











38,556



38,880Balance at December 31, 2006










1,794,141



1,554,355



1,142,957



37,607,687



(5,733,521
)


36,365,619Comprehensive income:Net income






















3,003,709







3,003,709Unrealized losses, net of tax and reclassification
    adjustment


















(903,916
)










(903,916
)Total comprehensive income






























2,099,793Equity-based compensation expense














339,654















339,654117,348 common shares repurchased


























(731,900
)


(731,900
)56,729 common shares issued in connection with restricted
    stock awards














(280,809
)










280,809



89,000 common shares issued in connection with the exercise
    of stock options, net of tax benefit














17,194











366,562



383,756Balance at December 31, 2007









$
1,794,141


$
1,630,394


$
239,041


$
40,611,396


$
(5,818,050
)

$
38,456,922    32




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
  Years Ended December 31,2007


2006Cash flows from operating activities:Net income

$
3,003,709


$
5,474,901Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Net realized losses (gains) on investments


1,225,293



(55,719
)Net realized gain on sale of affiliate


(62,500
)


(2,511,891
)Net realized gain from sale of property


(53,182
)


Depreciation and amortization


506,575



620,546Equity-based compensation expense


339,654



217,958Deferred federal income tax benefit


(733,612
)


(54,777
)Change in assets and liabilities:Premiums receivable


(2,942,578
)


869,104Accounts receivable, net






138,209Reinsurance recoverables


(2,421,787
)


(185,367
)Prepaid reinsurance premiums


(17,238,237
)


(3,267,063
)Deferred policy acquisition costs


395,228



224,411Other assets, net


(27,878
)


(338,709
)Reserve for unpaid losses and loss adjustment expenses


2,600,506



(13,480,983
)Unearned premiums


15,638,332



1,668,847Ceded reinsurance premiums payable


2,884,158



(1,826,372
)Experience rating adjustments payable


(256,584
)


(51,679
)Retrospective premium adjustments payable


665,446



1,349,275Funds held under reinsurance treaties


228,299



(299,783
)Funds held for account of others


4,962,098



787,074Contract funds on deposit


28,375



253,310Deferred ceded commissions


1,407,454



415,180Commissions payable


645,773



(1,128,757
)Other liabilities, net


1,145,998



167,897Net cash provided by (used in) operating activities


11,940,540



(11,014,388
)Cash flows from investing activities:Proceeds from sale of affiliate, net


62,500



4,306,901Proceeds from held to maturity fixed maturities due to
    redemption or maturity


610,000



1,788,000Proceeds from available for sale fixed maturities sold, redeemed
    or matured


18,411,192



26,169,278Proceeds from available for sale equity securities sold


8,300,442



17,434,831Cost of held to maturity fixed maturities


(1,034,112
)


(1,257,369
)Cost of available for sale fixed maturities


(24,315,578
)


(22,472,683
)Cost of available for sale equity securities


(12,371,413
)


(18,048,268
)Net change in short-term investments


6,038,814



1,487,832Net change in restricted short-term investments


(4,962,098
)


(787,074
)Sale of land, property and leasehold improvements


359,386



Purchase of land, property and leasehold improvements


(314,251
)


(351,624
)Net cash (used in) provided by investing activities


(9,215,118
)


8,269,824Cash flows from financing activities:Acquisition of treasury shares


(731,900
)


Proceeds from stock options exercised


334,375



38,880Net cash (used in) provided by financing activities


(397,525
)


38,880Net increase (decrease) in cash


2,327,897



(2,705,684
)Cash at beginning of year


1,823,191



4,528,875Cash at end of year

$
4,151,088


$
1,823,191Supplemental disclosures of cash flow information:Cash paid during the year for:Interest

$
1,474,330


$
1,421,673Federal income taxes

$
1,221,172


$
1,707,000    33




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes
    to Consolidated Financial Statements
 December 31,
    2007 and 2006
  (1)
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  (a)
    Organization    Property/Casualty Insurance.
  ®
  ®
   34




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Municipal Code Publishing.
  Insurance Agency.
  Sale
    of Affiliate
       35




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (b)
    Basis
    of Financial Statement Presentation      (c)
    New
    Accounting Standards  05-1, (SOP 05-1). SOP 05-1 SOP 05-1 SOP 05-1 SOP 05-1
    157-2 157-2,
   36




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    06-10, (EITF 06-10). EITF 06-10 EITF 06-10 EITF 06-10
  (d)
    Consolidation
    Policy    (e)
    Investments          (f)
    Recognition
    of Revenue   37




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (g)
    Deferred
    Policy Acquisition Costs    (h)
    Reserve
    for Unpaid Losses and Loss Adjustment Expenses    (i)
    Reinsurance    (j)
    Experience
    Rating and Retrospective Premium Adjustments    (k)
    Restricted
    Short-Term Investments and Funds Held for Account of
    Others   38




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (l)
    Contract
    Funds on Deposit    (m)
    Depreciation
    and Amortization    (n)
    Federal
    Income Taxes    (o)
    Cash
    and Cash Equivalents    (p)
    Reclassification   39




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (2)
    INVESTMENTS    December 31, 2007Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueHeld to maturity:Fixed maturities:US Treasury securities and obligations of US Government
    corporations and agencies

$
2,284,314


$
18,365


$
73


$
2,302,606Obligations of states and political subdivisions


2,910,823



81,048



2,861



2,989,010Total held to maturity


5,195,137



99,413



2,934



5,291,616Available for sale:Fixed maturities:Obligations of states and political subdivisions


70,625,890



479,798



1,189,802



69,915,886Corporate securities


2,382,360



114,104



8,026



2,488,438Total fixed maturities


73,008,250



593,902



1,197,828



72,404,324Equity securities


11,638,505



1,691,735



725,622



12,604,618Total available for sale


84,646,755



2,285,637



1,923,450



85,008,942Total

$
89,841,892


$
2,385,050


$
1,926,384


$
90,300,558   December 31, 2006Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueHeld to maturity:Fixed maturities:US Treasury securities and obligations of US Government
    corporations and agencies

$
1,356,518


$



$
1,049


$
1,355,469Obligations of states and political subdivisions


3,437,066



74,614



16,163



3,495,517Total held to maturity


4,793,584



74,614



17,212



4,850,986Available for sale:Fixed maturities:Obligations of states and political subdivisions


63,871,649



825,611



70,349



64,626,911Corporate securities


4,063,130



4,981



147,136



3,920,975Total fixed maturities


67,934,779



830,592



217,485



68,547,886Equity securities


8,277,307



1,244,046



121,106



9,400,247Total available for sale


76,212,086



2,074,638



338,591



77,948,133Total

$
81,005,670


$
2,149,252


$
355,803


$
82,799,119    40




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31, 2007Held to Maturity


Available for SaleAmortized


Estimated


Amortized


EstimatedCost


Fair Value


Cost


Fair ValueDue in one year or less

$
1,250,731


$
1,253,625


$
610,623


$
611,058Due after one year but less than five years


2,769,569



2,815,376



2,366,318



2,371,378Due after five years but less than ten years










10,871,680



11,006,837Due after ten years


1,174,837



1,222,615



59,159,629



58,415,051Total

$
5,195,137


$
5,291,616


$
73,008,250


$
72,404,324     2007


2006Fixed maturities

$
3,348,043


$
3,251,113Equity securities


689,532



577,851Short-term investments


119,235



302,620Other


44,274



42,914Expenses


(303,433
)


(329,434
)Net investment income

$
3,897,651


$
3,845,064       2007


2006Gross realized gains:Fixed maturities

$
106,357


$
86,955Equity securities


19,559



76,801Total gains


125,916



163,756Gross realized losses:Fixed maturities


92,104



97,945Equity securities


15,979



2,687Other






95Other-than-temporary impairments


1,243,126



7,310Total losses


1,351,209



108,037Net realized (losses) gains

$
(1,225,293
)

$
55,719Changes in unrealized gains (losses) on available for sale
    investments:Fixed maturities

$
(1,212,743
)

$
163,072Equity securities


(156,827
)


676,707Net change in unrealized (losses) gains

$
(1,369,570
)

$
839,779  41




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Less Than 12 Months


12 Months or Greater


TotalGross





Gross





GrossEstimated


Unrealized


Estimated


Unrealized


Estimated


UnrealizedAt December 31, 2007

Fair Value


Loss


Fair Value


Loss


Fair Value


LossFixed maturities:U.S. Treasury securities and obligations of U.S. Government
    corporations and agencies

$
332,888


$
73


$



$



$
332,888


$
73Obligations of states and political subdivisions


30,702,474



1,013,844



6,202,926



178,819



36,905,400



1,192,663Corporate securities


191,974



8,026











191,974



8,026Total fixed maturities


31,227,336



1,021,943



6,202,926



178,819



37,430,262



1,200,762Equity securities


5,284,121



570,487



1,525,391



155,135



6,809,512



725,622Total

$
36,511,457


$
1,592,430


$
7,728,317


$
333,954


$
44,239,774


$
1,926,384   Less Than 12 Months


12 Months or Greater


TotalGross





Gross





GrossEstimated


Unrealized


Estimated


Unrealized


Estimated


UnrealizedAt December 31, 2006

Fair Value


Loss


Fair Value


Loss


Fair Value


LossFixed maturities:U.S. Treasury securities and obligations of U.S. Government
    corporations and agencies

$
1,255,719


$
975


$
99,750


$
74


$
1,355,469


$
1,049Obligations of states and political subdivisions


11,102,504



52,735



4,562,504



33,777



15,665,008



86,512Corporate securities


883,640



1,360



2,017,955



145,776



2,901,595



147,136Total fixed maturities


13,241,863



55,070



6,680,209



179,627



19,922,072



234,697Equity securities


1,109,875



15,558



2,947,643



105,548



4,057,518



121,106Total

$
14,351,738


$
70,628


$
9,627,852


$
285,175


$
23,979,590


$
355,803   other-than-temporary
 42




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##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (3)
    DEFERRED
    POLICY ACQUISITION COSTS    2007


2006Deferred, January 1

$
9,454,410


$
9,678,821Additions:Commissions


10,409,688



8,893,883Premium tax


543,605



587,637Total additions


10,953,293



9,481,520Amortization to expense


11,348,521



9,705,931Deferred, December 31

$
9,059,182


$
9,454,410   (4)
    GUARANTEES       43




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##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (5)
    NOTES PAYABLE    (6)
    LEASE
    EXPENSES      2008

$
232,8112009


2,8682010


2,8682011


2,8682012


2,868Thereafter


717$
245,000   (7)
    TRUST PREFERRED
    DEBT ISSUED TO AFFILIATES   44




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      (8)
    FEDERAL
    INCOME TAXES    2007


2006Deferred tax assets:Unpaid loss and LAE reserves

$
240,951


$
216,931Unearned premium reserves


1,793,142



1,901,935Alternative minimum tax


610,909



868,235Other-than-temporary impairment of investments


428,535



5,872Deferred ceded commissions


1,074,309



595,774Contingent liabilities






437,308Guarantee liabilities


432,650



Other


359,244



312,494Total deferred tax assets


4,939,740



4,338,549Deferred tax liabilities:Net unrealized gains on available for sale securities


(123,142
)


(590,257
)Deferred policy acquisition costs


(3,080,122
)


(3,214,499
)Accrued dividends receivable


(17,771
)


(27,142
)Other


(263,267
)


(251,938
)Total deferred tax liabilities


(3,484,302
)


(4,083,836
)Net deferred tax asset

$
1,455,438


$
254,713  45




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##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2007


2006Current expense

$
1,204,449


$
1,403,712Deferred expense (benefit)


(733,612
)


(54,777
)Federal income tax expense

$
470,837


$
1,348,935     2007


2006Federal income tax at statutory rate

$
1,181,346


$
2,320,104Dividends received deduction and tax exempt interest


(924,539
)


(927,798
)Business meals and entertainment


27,520



21,330Other


186,510



(64,701
)Federal income tax expense

$
470,837


$
1,348,935     and/or
  (9)
    BENEFIT
    PLANS    (10)
    EQUITY-BASED
    COMPENSATION   46




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##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
              Weighted-AverageGrant Date Fair ValueShares


per Common ShareOutstanding at January 1, 2007





$
Granted


56,729



6.40Vested






Cancelled






Outstanding at December 31, 2007


56,729


$
6.40  47




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##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  10-year
    2007

2006Risk-free interest rate

4.90%

4.94% - 5.01%Expected life

6 years

6 yearsExpected volatility

32.4%

32.01% - 32.10%Dividend yield

0%

0%     Weighted-Average


Weighted-Exercise


Average


AggregatePrice per


Contractual


IntrinsicShares


Common Share


Life (Years)


ValueOutstanding at January 1, 2007


827,500


$
5.52Granted


12,000



6.40Exercised


(89,000
)


4.56Expired






Cancelled


(2,000
)


6.00Outstanding at December 31, 2007


748,500


$
5.65



5.92


$
124,540Vested and exercisable at December 31, 2007


483,700


$
5.37



4.84


$
124,200    48




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##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Weighted-AverageGrant DateFair Value perShares


Common ShareNonvested at January 1, 2007


384,400


$
2.33Granted


12,000



2.65Vested


(129,600
)


2.17Expired






Cancelled


(2,000
)


2.48Nonvested at December 31, 2007


264,800


$
2.41         Options Outstanding


Options ExercisableWeighted-Average


Weighted-





Weighted-Number


Remaining


Average


Number


AverageOutstanding at


Contractual


Exercise


Exercisable at


ExerciseRange of Exercise Prices

12/31/07


Life (Years)


Price


12/31/07


Price4.063 - 4.82


180,000



3.51


$
4.53



180,000


$
4.535.00 - 5.375


189,500



4.33



5.23



164,300



5.246.00 - 6.40


250,000



8.34



6.02



62,000



6.017.04 - 8.00


129,000



6.93



7.11



77,400



7.11Total ($4.063 - $8.00)


748,500



5.92


$
5.65



483,700


$
5.37   (11)
    STATUTORY
    RESTRICTIONS     49




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##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (12)
    STATUTORY
    SURPLUS AND NET INCOME      Shareholders Equity/Surplus


Net Income2007


2006


2007


2006Statutory

$
45,065,039


$
40,458,732


$
6,669,399


$
4,915,331Reconciling items:Non-admitted assets


73,078



103,002







Deferred policy acquisition costs


9,059,182



9,454,410



(395,228
)


(224,411
)Deferred ceded commissions


(3,098,845
)


(1,579,168
)


(1,519,678
)


(584,709
)Deferred taxes


(320,877
)


(2,886,036
)


408,515



(108,099
)Unrealized gains (losses) on available for sale fixed maturities


(363,516
)


613,108







Provision for reinsurance


9,000



3,000







GAAP

$
50,423,061


$
46,167,048


$
5,163,008


$
3,998,112   (13)
    OTHER
    COMPREHENSIVE INCOME (LOSS)    Year Ended December 31, 2007Income taxPre-tax


Expense


Net-of-Taxamount


(Benefit)


AmountNet unrealized holding losses on securities:Unrealized holding losses arising during 2007

$
(2,594,863
)

$
(882,254
)

$
(1,712,609
)Less: reclassification adjustments for losses realized in net
    income


(1,225,293
)


(416,600
)


(808,693
)Net unrealized holding losses


(1,369,570
)


(465,654
)


(903,916
)Other comprehensive loss

$
(1,369,570
)

$
(465,654
)

$
(903,916
)   50




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Year Ended December 31, 2006Income TaxPre-Tax


Expense


Net-of-TaxAmount


(Benefit)


AmountNet unrealized holding gains on securities:Unrealized holding gains arising during 2006

$
895,498


$
304,469


$
591,029Less: reclassification adjustments for gains realized in net
    income


55,719



18,944



36,775Net unrealized holding gains


839,779



285,525



554,254Other comprehensive income

$
839,779


$
285,525


$
554,254   (14)
    RESERVE
    FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES    2007


2006Balance at January 1

$
13,823


$
27,304Less reinsurance recoverables


1,420



1,235Net Balance at January 1


12,403



26,069Incurred related to:Current year


24,798



25,438Prior years


(254
)


136Total incurred


24,544



25,574Paid related to:Current year


20,462



20,730Prior years


3,903



18,510Total paid


24,365



39,240Net Balance at December 31


12,582



12,403Plus reinsurance recoverables


3,842



1,420Balance at December 31

$
16,424


$
13,823Reserve for unpaid losses and LAE

$
9,683


$
7,457Discontinued bond program reserve for unpaid losses and LAE


6,741



6,366Total reserve for unpaid losses and LAE

$
16,424


$
13,823      51




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (15)
    REINSURANCE  and/or and/or
         52




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
          2007


2006Premiums


Premiums


Premiums


PremiumsWritten


Earned


Written


EarnedDirect

$
72,496,436


$
57,236,828


$
55,542,460


$
52,583,987Assumed


4,615,150



3,827,564



3,122,782



3,114,813Ceded


(31,329,371
)


(14,091,134
)


(9,859,208
)


(6,592,147
)$
45,782,215


$
46,973,258


$
48,806,034


$
49,106,653     Discontinued
    Bond Program
     53




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Pending Arbitration.
     54




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  and/or
  and/or
  Loss and LAE Reserves.
  December 31,


December 31,2007


2006Bail Bonds:Case reserves

$
0.5


$
0.9Incurred but not reported (IBNR) reserves


4.5



4.2Total bail bond reserves


5.0



5.1Immigration Bonds:Case reserves


0.2



0.1IBNR reserves


1.5



1.2Total immigration bond reserves


1.7



1.3Total loss and LAE reserves

$
6.7


$
6.4       Automobile
    Service Contract Program
   55




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    and/or
  (16)
    RELATED
    PARTIES  and/or
        (17)
    CONCENTRATIONS    2007


2006Product  Customer TypeManaging General Agent

$
6,480,043


$
7,474,823Managing General Agent

$
5,066,857


$
4,805,287General Agent

$
5,517,249


$
4,593,010  56




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (18)
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS    Cash and short-term investments:
  Fixed maturities and equity securities:
  Trust preferred debt issued to
    affiliates:
    2007


2006Carrying


Estimated


Carrying


EstimatedAmount


Fair Value


Amount


Fair ValueAssets:Held to maturity fixed maturities

$
5,195,137


$
5,291,616


$
4,793,584


$
4,850,986Available for sale fixed maturities


72,404,324



72,404,324



68,547,886



68,547,886Available for sale equity securities


12,604,618



12,604,618



9,400,247



9,400,247Short-term investments


472,329



472,329



6,511,143



6,511,143Restricted short-term investments


6,714,935



6,714,935



1,752,837



1,752,837Cash


4,151,088



4,151,088



1,823,191



1,823,191Liabilities:Trust preferred debt issued to affiliates


15,465,000



15,465,000



15,465,000



15,465,000   (19)
    QUARTERLY
    RESULTS OF OPERATIONS (UNAUDITED)  and/or
  2007First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterTotal revenues

$
11,523,473


$
13,221,209


$
12,872,253


$
12,609,202Income (loss) before federal income taxes


1,351,629



1,270,519



1,772,428



(920,030
)Net income (loss)


1,081,303



1,016,415



1,604,343



(698,352
)Net income (loss) per common share:Basic


.22



.20



.33



(.14
)Diluted


.21



.20



.32



(.14
)   57




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2006First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterTotal revenues

$
13,088,556


$
15,030,251


$
16,294,028


$
14,273,807Income before federal income taxes


2,059,882



1,851,635



2,832,145



80,174Net income


1,493,383



1,440,606



2,104,531



436,381Net income per common share:Basic


.30



.29



.42



.09Diluted


.30



.28



.42



.08   (20)
    COMMITMENTS &
    CONTINGENCIES      (21)
    SUPPLEMENTAL
    DISCLOSURE FOR EARNINGS PER SHARE  2007


2006Net income

$
3,003,709


$
5,474,901Income available to common shareholders, assuming dilution

$
3,003,709


$
5,474,901Weighted-average common shares outstanding


4,969,484



4,976,010Dilutive effect of outstanding options


80,609



87,394Diluted common shares


5,050,093



5,063,404Basic net income per common share

$
0.60


$
1.10Diluted net income per common share

$
0.59


$
1.08   (22)
    SEGMENT
    INFORMATION   58




---



##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31, 2007ReportableProperty/Casualty


Insurance


SegmentInsurance


Agency


TotalRevenues from external customers

$
46,259,908


$



$
46,259,908Intersegment revenues






1,663,700



1,663,700Interest revenue


3,796,874



2,444



3,799,318Interest expense


233







233Depreciation and amortization


398,164







398,164Segment profit


6,441,039



1,665,669



8,106,708Federal income tax expense


1,142,030



566,327



1,708,357Segment assets


148,864,605



230,049



149,094,654   December 31, 2006Municipal





ReportableProperty/Casualty


Code


Insurance


SegmentInsurance


Publishing(1)


Agency


TotalRevenues from external customers

$
49,787,642


$
2,255,558


$



$
52,043,200Intersegment revenues










1,349,987



1,349,987Interest revenue


3,942,687







2,202



3,944,889Interest expense


559



1,286







1,845Depreciation and amortization


417,254



68,130







485,384Segment profit


4,805,033



317,366



1,344,110



6,466,509Federal income tax expense


806,676



114,251



456,998



1,377,925Segment assets


118,717,764







254,064



118,971,828     (1)
    
    As discussed in Note 1 to the Consolidated Financial
    Statements, the Company sold ALPC, its municipal code publishing
    segment, on August 31, 2006. The municipal code publishing
    segment in the above table includes results through
    August 31, 2006. 59




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##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
     2007


2006RevenuesTotal revenues for reportable segments

$
51,722,926


$
57,338,076Parent company revenues


104,411



186,662Net realized gain on sale of affiliate


62,500



2,511,891Elimination of intersegment revenues


(1,663,700
)


(1,349,987
)Total consolidated revenues

$
50,226,137


$
58,686,642ProfitTotal profit for reportable segments

$
7,970,708


$
6,466,509Net realized gain on sale of affiliate


62,500



2,511,891Parent company loss, net of intersegment eliminations


(4,558,662
)


(2,154,564
)Total consolidated net income before income taxes

$
3,474,546


$
6,823,836AssetsTotal assets for reportable segments

$
149,094,654


$
118,971,828Parent company assets


5,627,454



6,492,158Elimination of intersegment receivables


(457,452
)


(3,175,480
)Total consolidated assets

$
154,264,656


$
122,288,506   (23)
    COMMON
    SHARE REPURCHASE PROGRAM   60




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A(T).
    CONTROLS
    AND PROCEDURES  DISCLOSURE
    CONTROLS AND PROCEDURES
  Rule 13a-15(e) Rule 13a-15(c)
      MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL ACCOUNTING
  Rule 13a-15(f)
    CHANGES
    IN INTERNAL CONTROL OVER FINANCIAL REPORTING
    ITEM 9B.
    OTHER
    INFORMATION   61




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED SHAREHOLDER MATTERS  EQUITY
    COMPENSATION PLAN INFORMATION
    (c)(a)





Number of SecuritiesNumber of Securities


(b)


Remaining Available forto be Issued


Weighted-Average


Future IssuanceUpon Exercise of


Exercise Price of


Under Equity CompensationOutstanding Options,


Outstanding Options,


Plans (Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column (a))Equity compensation plans approved by security holders


805,229


$
5.70



322,271
(1)Equity compensation plans not approved by security holders


None



None



NoneTotal


805,229


$
5.70



322,271
(1)     (1)
    
    Reflects the number of common shares available for future grant
    under the Bancinsurance Corporation 2002 Stock Incentive Plan,
    as amended (the 2002 Plan), as of December 31,
    2007. The 2002 Plan provides for the grant of equity-based
    awards, including stock options and restricted stock, to key
    employees, officers and directors of, and consultants and
    advisors to, the Company.    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   62




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES    Financial Statements
    Pagein thisReportReport of Independent Registered Public
    Accounting Firm


29Consolidated Statements of Income for the years
    ended December 31, 2007 and 2006


30Consolidated Balance Sheets as of
    December 31, 2007 and 2006


31Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2007 and 2006


32Consolidated Statements of Cash Flows for the
    years ended December 31, 2007 and 2006


33Notes to Consolidated Financial Statements


34   Financial Statement Schedules
    Schedule I  Summary of
    investments  other than investments in related
    parties


67Schedule II  Condensed financial
    information of Bancinsurance Corporation (Parent Company
    Only)


68     Exhibits
  Regulation S-K Regulation S-K:
  3(a)

Amended and Restated Articles of Incorporation of Bancinsurance
    Corporation (reference is made to Exhibit 3(a) of
    Form 10-K
    for the fiscal year ended December 31, 1984 (file number
    0-8738), which is incorporated herein by reference).3(b)

Certificate of Amendment to the Amended and Restated Articles of
    Incorporation of Bancinsurance Corporation dated March 10,
    1993 (reference is made to Exhibit 3(b) of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).3(c)

Amended and Restated Articles of Incorporation of Bancinsurance
    Corporation (reflecting amendments through March 10, 1993)
    (for SEC reporting purposes only) (reference is made to
    Exhibit 3(c) of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).3(d)

Amended and Restated Code of Regulations of Bancinsurance
    Corporation (reference is made to Exhibit 3(b) of
    Form 10-K
    for the fiscal year ended December 31, 1984 (file number
    0-8738), which is incorporated herein by reference).4(a)

Credit Agreement dated January 25, 1993 by and between
    Bancinsurance Corporation and The Fifth Third Bank of Columbus,
    Ohio (reference is made to Exhibit 4(a) of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).4(b)

First Amendment to Credit Agreement dated November 5, 1993
    by and between Bancinsurance Corporation and The Fifth Third
    Bank of Columbus, Ohio (reference is made to Exhibit 4(b)
    of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference). 63




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##### Table of Contents



4(c)

Second Amendment to Credit Agreement dated October 19, 1994
    by and between Bancinsurance Corporation and The Fifth Third
    Bank of Columbus, Ohio (reference is made to Exhibit 4(c)
    of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).4(d)

Third Amendment to Credit Agreement dated November 24, 1999
    by and between Bancinsurance Corporation and The Fifth Third
    Bank of Columbus, Ohio (reference is made to Exhibit 4(d)
    of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).4(e)

Fourth Amendment to Credit Agreement dated December 11,
    2000 by and between Bancinsurance Corporation and The Fifth
    Third Bank of Columbus, Ohio (reference is made to
    Exhibit 4(e) of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).4(f)

Fifth Amendment to Credit Agreement dated July 1, 2002 by
    and between Bancinsurance Corporation and The Fifth Third Bank
    of Columbus, Ohio (reference is made to Exhibit 4(f) of
    Form 10-Q
    for the fiscal quarter ended June 30, 2002 (file number
    0-8738), which is incorporated herein by reference).4(g)

Sixth Amendment to Credit Agreement dated October 20, 2003
    by and between Bancinsurance Corporation and The Fifth Third
    Bank of Columbus, Ohio (reference is made to Exhibit 4(a)
    of
    Form 10-Q
    for the fiscal quarter ended September 30, 2003 (file
    number 0-8738), which is incorporated herein by reference).4(h)

Indenture dated as of December 4, 2002 by and between
    Bancinsurance Corporation and State Street Bank and
    Trust Company of Connecticut, National Association
    (reference is made to Exhibit 4(g) of
    Form 10-K
    for the fiscal year ended December 31, 2002 (file number
    0-8738), which is incorporated herein by reference).4(i)

Amended and Restated Declaration of Trust dated as of
    December 4, 2002 by and among Bancinsurance Corporation,
    State Street Bank and Trust Company of Connecticut,
    National Association, John Sokol, Si Sokol and Sally Cress
    (reference is made to Exhibit 4(h) of
    Form 10-K
    for the fiscal year ended December 31, 2002 (file number
    0-8738), which is incorporated herein by reference).4(j)

Guarantee Agreement dated as of December 4, 2002 by and
    between Bancinsurance Corporation and State Street Bank and
    Trust Company of Connecticut, National Association
    (reference is made to Exhibit 4(i) of
    Form 10-K
    for the fiscal year ended December 31, 2002 (file number
    0-8738), which is incorporated herein by reference).4(k)

Indenture dated as of September 30, 2003 by and between
    Bancinsurance Corporation and JPMorgan Chase Bank (reference is
    made to Exhibit 4(b) of
    Form 10-Q
    for the fiscal quarter ended September 30, 2003 (file
    number 0-8738), which is incorporated herein by reference).4(l)

Amended and Restated Declaration of Trust dated as of
    September 30, 2003 by and among Bancinsurance Corporation,
    JPMorgan Chase Bank, Chase Manhattan Bank USA, National
    Association, John Sokol, Si Sokol and Sally Cress (reference is
    made to Exhibit 4(c) of
    Form 10-Q
    for the fiscal quarter ended September 30, 2003 (file
    number 0-8738), which is incorporated herein by reference).4(m)

Guarantee Agreement dated as of September 30, 2003 by and
    between Bancinsurance Corporation and JPMorgan Chase Bank
    (reference is made to Exhibit 4(d) of
    Form 10-Q
    for the fiscal quarter ended September 30, 2003 (file
    number 0-8738), which is incorporated herein by reference).4(n)

Amended and Restated Credit Agreement effective as of
    June 15, 2006 by and between Bancinsurance Corporation and
    Fifth Third Bank of Columbus, Ohio (reference is made to
    Exhibit 4.1 of Current Report on
    Form 8-K
    filed June 16, 2006 (file number 0-8738), which is
    incorporated herein by reference).4(o)

Eleventh Amendment and Restatement of Note effective as of
    June 15, 2006 by and between Bancinsurance Corporation and
    Fifth Third Bank of Columbus, Ohio (reference is made to
    Exhibit 4.2 of
    Form 8-K
    filed June 16, 2006 (file number 0-8738), which is
    incorporated herein by reference).10(a)

Amended Tax Allocation Agreement by and between Bancinsurance
    Corporation and Ohio Indemnity Company (reference is made to
    Exhibit 10(d) of
    Form 10-K
    for the fiscal year ended December 31, 1983 (file number
    0-8738), which is incorporated herein by reference). 64




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##### Table of Contents



10(b)#

Bancinsurance Corporation 1994 Stock Option Plan (reference is
    made to Exhibit 10(f) of
    Form 10-Q
    for the fiscal quarter ended June 30, 1994 (file number
    0-8738), which is incorporated herein by reference).10(c)#

Bancinsurance Corporation 2002 Stock Incentive Plan (reference
    is made to Exhibit 10 of
    Form S-8
    dated June 28, 2002 (file number
    333-91396),
    which is incorporated herein by reference).10(d)#

Undertaking Agreement dated April 14, 2005 between
    Bancinsurance Corporation and Si Sokol (reference is made to
    Exhibit 99.1 of Current Report on
    Form 8-K
    filed April 15, 2005
    (file number 0-8738),
    which is incorporated herein by reference).10(e)#

Undertaking Agreement dated April 14, 2005 between
    Bancinsurance Corporation and John S. Sokol (reference is made
    to Exhibit 99.2 of Current Report on
    Form 8-K
    filed April 15, 2005
    (file number 0-8738),
    which is incorporated herein by reference).10(f)#

Undertaking Agreement dated April 14, 2005 between
    Bancinsurance Corporation and Sally J. Cress (reference is made
    to Exhibit 99.3 of Current Report on
    Form 8-K
    filed April 15, 2005
    (file number 0-8738),
    which is incorporated herein by reference).10(g)#

First Amendment to Undertaking Agreement dated October 17,
    2005 between Bancinsurance Corporation and Sally J. Cress
    (reference is made to Exhibit 99.1 of Current Report on
    Form 8-K
    filed October 21, 2005 (file number 0-8738), which is
    incorporated herein by reference).10(h)#

Bancinsurance Corporation 2002 Stock Incentive Plan Form of
    Award Agreement (reference is made to Exhibit 10.1 of
    Current Report on
    Form 8-K
    filed June 6, 2006 (file number 0-8738), which is
    incorporated herein by reference).10(i)#

Bancinsurance Corporation 2006 Fiscal Year Executive Officer
    Bonus Plan (reference is made to Exhibit 10.1 of Current
    Report on
    Form 8-K
    filed July 24, 2006 (file number 0-8738), which is
    incorporated herein by reference).10(j)

Stock Purchase Agreement between A.L.P. Acquisition Co., Inc.
    and Bancinsurance Corporation dated August 31, 2006
    (reference is made to Exhibit 10.1 of Current Report on
    Form 8-K
    filed September 7, 2006 (file number 0-8738), which is
    incorporated herein by reference).10(k)#

Bancinsurance Corporation 2007 Fiscal Year Executive Officer
    Bonus Plan (reference is made to Exhibit 10.1 of Current
    Report on
    Form 8-K
    filed December 21, 2006 (file number 0-8738), which is
    incorporated herein by reference).10(l)#

First Amendment to Bancinsurance Corporation 2002 Stock
    Incentive Plan (reference is made to Exhibit 10.1 of
    Current Report on
    Form 8-K
    filed May 30, 2007 (file
    No. 0-8738),
    which is incorporated herein by reference).10(m)#

Form of Restricted Stock Award Agreement (reference is made to
    Exhibit 10.1 of Current Report on
    Form 8-K
    filed June 4, 2007 (File
    No. 0-8738),
    which is incorporated herein by reference).10(n)

First Addendum to Eleventh Amendment and Restatement of Note
    effective as of September 27, 2007 by and between
    Bancinsurance Corporation and Fifth Third Bank (reference is
    made to Exhibit 10.1 of Current Report on
    Form 10-Q
    filed November 13, 2007 (File
    No. 0-8738),
    which is incorporated herein by reference).10(o)#

Form of Undertaking Agreement dated November 12, 2007 by
    and between Bancinsurance Corporation and John S. Sokol, Matthew
    C. Nolan and Stephen J. Toth (reference is made to
    Exhibit 10.2 of Current Report on
    Form 10-Q
    filed November 13, 2007 (File
    No. 0-8738),
    which is incorporated herein by reference).10(p)#*

Split Dollar Insurance Agreement, dated June 20, 1994,
    between Bancinsurance Corporation and Fifth Third Bank of
    Columbus, as Trustee of the Si and Barbara K. Sokol Irrevocable
    Trust dated May 6, 1994.10(q)#*

Split Dollar Insurance Agreement Collateral Assignment, dated
    June 21, 1994, by and between Bancinsurance Corporation and
    Fifth Third Bank of Columbus, Trustee of the Si and Barbara K.
    Sokol Irrevocable Trust dated May 6, 1994.21*

Subsidiaries of the Registrant as of December 31, 2007.23(a)*

Consent of Daszkal Bolton LLP. 65




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31.1*

Certification of Principal Executive Officer Pursuant to
    Rule 13a-14
    under the Securities Exchange Act of 1934, as Adopted Pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*

Certification of Principal Financial Officer Pursuant to
    Rule 13a-14
    under the Securities Exchange Act of 1934, as Adopted Pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*

Certification of Principal Executive Officer and Principal
    Financial Officer Pursuant to 18 U.S.C. Section 1350,
    as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.     *
    
    Filed with this Annual Report on
    Form 10-K.#
    
    Constitutes a management contract or compensatory plan or
    arrangement required to be filed as an exhibit to this Annual
    Report on
    Form 10-K.  (b)
    Exhibits    (c)
    Financial Statement Schedules   66




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BANCINSURANCE
    CORPORATION AND SUBSIDIARIESSchedule I   SUMMARY OF
    INVESTMENTS   OTHER
    THAN INVESTMENT IN RELATED PARTIES
    December 31, 2007
  Column A

Column B


Column C


Column DAmount at WhichEstimated


Shown in theType of Investment

Cost(1)


Fair Value


Balance SheetHeld to maturity:Fixed maturities:Governments

$
2,284,314


$
2,302,606


$
2,284,314Political subdivisions


1,535,986



1,564,655



1,535,986Special revenue and assessments


1,374,837



1,424,355



1,374,837Total held to maturity


5,195,137



5,291,616



5,195,137Available for sale:Fixed maturities:States, territories and possessions


5,184,414



5,207,671



5,207,671Political subdivisions


1,046,204



1,060,193



1,060,193Special revenue and assessments


64,395,272



63,648,022



63,648,022Industrial and miscellaneous


2,382,360



2,488,438



2,488,438Total available for sale fixed maturities


73,008,250



72,404,324



72,404,324Equity securities:Preferred stock:Banks, trusts and insurance companies


551,000



460,398



460,398Industrial and miscellaneous


333,265



299,040



299,040Total preferred stock


884,265



759,438



759,438Common stock:Banks, trusts and insurance companies


1,760,342



2,609,050



2,609,050Industrial and miscellaneous


1,445,519



2,069,365



2,069,365Investment in mutual funds


7,548,379



7,166,765



7,166,765Total available for sale equity securities


11,638,505



12,604,618



12,604,618Short-term investments


472,329



472,329



472,329Restricted short-term investments


6,714,935



6,714,935



6,714,935Other invested assets


715,000



715,000



715,000Total investments

$
97,744,156


$
98,202,822


$
98,106,343     (1)
    
    Original cost of equity securities, adjusted for any
    write-downs, and, as to fixed maturities and short-term
    investments, original cost reduced by repayments, write-downs
    and adjusted for amortization of premiums or accrual of
    discounts. 67




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BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Schedule II 
    CONDENSED FINANCIAL INFORMATION OF
 BANCINSURANCE
    CORPORATION (PARENT COMPANY ONLY)
  CONDENSED
    BALANCE SHEETS
  December 31,2007


2006ASSETSCash

$
1,613,854


$
104,407Unaffiliated investments


715,000



751,936Investments in subsidiaries (at equity)


50,921,001



46,237,424Federal income tax recoverable


461,389



271,052Receivable from subsidiaries, net


112,899



2,672,990Other assets


2,724,312



2,691,773Total assets


56,548,455



52,729,582LIABILITIES AND SHAREHOLDERS EQUITYTrust preferred debt issued to affiliates


15,465,000



15,465,000Other liabilities


2,362,533



898,963Shareholders equity


38,720,922



36,365,619Total liabilities and shareholders equity

$
56,548,455


$
52,729,582  68




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##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Schedule II 
    CONDENSED FINANCIAL INFORMATION OF
 BANCINSURANCE
    CORPORATION (PARENT COMPANY ONLY)
  CONDENSED
    STATEMENTS OF INCOME
  Years Ended December 31,2007


2006Other income

$
104,340


$
187,184Net realized gain on sale of affiliate


62,500



2,511,891Interest expense


(1,472,459
)


(1,427,241
)General and administrative expenses


(3,190,331
)


(914,507
)Income (loss) before tax benefit and equity in earnings of
    subsidiaries


(4,495,950
)


357,327Federal income tax benefit


1,237,520



28,990Income (loss) before equity in earnings of subsidiaries


(3,258,430
)


386,317Equity in distributed and undistributed earnings of subsidiaries


6,262,139



5,088,584Net income

$
3,003,709


$
5,474,901  69




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##### Table of Contents



BANCINSURANCE
    CORPORATION AND SUBSIDIARIES
  Schedule II 
    CONDENSED FINANCIAL INFORMATION OF
 BANCINSURANCE
    CORPORATION (PARENT COMPANY ONLY)
  CONDENSED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2007


2006Cash flows from operating activities:Net income

$
3,003,709


$
5,474,901Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Equity in distributed and undistributed net earnings of
    subsidiaries


(6,262,139
)


(5,088,584
)Net realized gain on sale of affiliate


(62,500
)


(2,511,891
)Net realized gain from sale of property


(53,182
)


Net realized gains on investments






(74,801
)Depreciation and amortization


108,411



135,162Deferred federal income tax benefit


(325,097
)


(230,484
)Change in assets and liabilities:Notes receivable


(62,948
)


(104,148
)Loans to affiliates


(71,719
)


(71,719
)Accounts receivable/payable from/to subsidiaries


2,560,091



(3,198,261
)Other assets


281,328



18,218Other liabilities


1,526,070



207,578Net cash provided by (used in) operating activities


642,024



(5,444,029
)Cash flows from investing activities:Proceeds from sale of affiliate, net


62,500



4,306,901Proceeds from available for sale equity securities sold






93,426Sale of land, property and leasehold improvements


359,386



Purchase of land, property and leasehold improvements


(92,964
)


(95,265
)Net cash provided by investing activities


328,922



4,305,062Cash flows from financing activities:Proceeds from stock options exercised


334,375



38,880Acquisition of treasury shares


(731,900
)


Dividends from subsidiaries


936,026



1,031,743Net cash provided by financing activities


538,501



1,070,623Net increase (decrease) in cash


1,509,447



(68,344
)Cash at beginning of year


104,407



172,751Cash at end of year

$
1,613,854


$
104,407Supplemental disclosures of cash flow information:Cash paid (received) during the year for:Interest

$
1,474,097


$
1,421,109Federal income taxes

$
(627,182
)

$
283,091  70




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##### Table of Contents



Signatures
      By
    /s/  John
    S. Sokol       March 5, 2008
     
      March 5, 2008
   
     March 5, 2008
   
     March 5, 2008
   
     March 5, 2008
 71




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March 5, 2008
   
     March 5, 2008
   
     March 5, 2008
   
        March 5, 2008
 72




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##### Table of Contents



INDEX OF
    EXHIBITS
  Regulation S-K Regulation S-K:
  ExhibitNo.

Description3(a)

Amended and Restated Articles of Incorporation of Bancinsurance
    Corporation (reference is made to Exhibit 3(a) of
    Form 10-K
    for the fiscal year ended December 31, 1984 (file number
    0-8738), which is incorporated herein by reference).3(b)

Certificate of Amendment to the Amended and Restated Articles of
    Incorporation of Bancinsurance Corporation dated March 10,
    1993 (reference is made to Exhibit 3(b) of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).3(c)

Amended and Restated Articles of Incorporation of Bancinsurance
    Corporation (reflecting amendments through March 10, 1993)
    (for SEC reporting purposes only) (reference is made to
    Exhibit 3(c) of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).3(d)

Amended and Restated Code of Regulations of Bancinsurance
    Corporation (reference is made to Exhibit 3(b) of
    Form 10-K
    for the fiscal year ended December 31, 1984 (file number
    0-8738), which is incorporated herein by reference).4(a)

Credit Agreement dated January 25, 1993 by and between
    Bancinsurance Corporation and The Fifth Third Bank of Columbus,
    Ohio (reference is made to Exhibit 4(a) of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).4(b)

First Amendment to Credit Agreement dated November 5, 1993
    by and between Bancinsurance Corporation and The Fifth Third
    Bank of Columbus, Ohio (reference is made to Exhibit 4(b)
    of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).4(c)

Second Amendment to Credit Agreement dated October 19, 1994
    by and between Bancinsurance Corporation and The Fifth Third
    Bank of Columbus, Ohio (reference is made to Exhibit 4(c)
    of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).4(d)

Third Amendment to Credit Agreement dated November 24, 1999
    by and between Bancinsurance Corporation and The Fifth Third
    Bank of Columbus, Ohio (reference is made to Exhibit 4(d)
    of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).4(e)

Fourth Amendment to Credit Agreement dated December 11,
    2000 by and between Bancinsurance Corporation and The Fifth
    Third Bank of Columbus, Ohio (reference is made to
    Exhibit 4(e) of
    Form 10-K
    for the fiscal year ended December 31, 2001 (file number
    0-8738), which is incorporated herein by reference).4(f)

Fifth Amendment to Credit Agreement dated July 1, 2002 by
    and between Bancinsurance Corporation and The Fifth Third Bank
    of Columbus, Ohio (reference is made to Exhibit 4(f) of
    Form 10-Q
    for the fiscal quarter ended June 30, 2002 (file number
    0-8738), which is incorporated herein by reference).4(g)

Sixth Amendment to Credit Agreement dated October 20, 2003
    by and between Bancinsurance Corporation and The Fifth Third
    Bank of Columbus, Ohio (reference is made to Exhibit 4(a)
    of Form 10Q for the fiscal quarter ended September 30,
    2003 (file number 0-8738), which is incorporated herein by
    reference).4(h)

Indenture dated as of December 4, 2002 by and between
    Bancinsurance Corporation and State Street Bank and
    Trust Company of Connecticut, National Association
    (reference is made to Exhibit 4(g) of
    Form 10-K
    for the fiscal year ended December 31, 2002 (file number
    0-8738), which is incorporated herein by reference).4(i)

Amended and Restated Declaration of Trust dated as of
    December 4, 2002 by and among Bancinsurance Corporation,
    State Street Bank and Trust Company of Connecticut,
    National Association, John Sokol, Si Sokol and Sally Cress
    (reference is made to Exhibit 4(h) of
    Form 10-K
    for the fiscal year ended December 31, 2002 (file number
    0-8738), which is incorporated herein by reference). 73




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##### Table of Contents



ExhibitNo.

Description4(j)

Guarantee Agreement dated as of December 4, 2002 by and
    between Bancinsurance Corporation and State Street Bank and
    Trust Company of Connecticut, National Association
    (reference is made to Exhibit 4(i) of
    Form 10-K
    for the fiscal year ended December 31, 2002 (file number
    0-8738), which is incorporated herein by reference).4(k)

Indenture dated as of September 30, 2003 by and between
    Bancinsurance Corporation and JPMorgan Chase Bank (reference is
    made to Exhibit 4(b) of
    Form 10-Q
    for the fiscal quarter ended September 30, 2003 (file
    number 0-8738), which is incorporated herein by reference).4(l)

Amended and Restated Declaration of Trust dated as of
    September 30, 2003 by and among Bancinsurance Corporation,
    JPMorgan Chase Bank, Chase Manhattan Bank USA, National
    Association, John Sokol, Si Sokol and Sally Cress (reference is
    made to Exhibit 4(c) of
    Form 10-Q
    for the fiscal quarter ended September 30, 2003 (file
    number 0-8738), which is incorporated herein by reference).4(m)

Guarantee Agreement dated as of September 30, 2003 by and
    between Bancinsurance Corporation and JPMorgan Chase Bank
    (reference is made to Exhibit 4(d) of
    Form 10-Q
    for the fiscal quarter ended September 30, 2003 (file
    number 0-8738), which is incorporated herein by reference).4(n)

Amended and Restated Credit Agreement effective as of
    June 15, 2006 by and between Bancinsurance Corporation and
    Fifth Third Bank of Columbus, Ohio (reference is made to
    Exhibit 4.1 of Current Report on
    Form 8-K
    filed June 16, 2006 (file number 0-8738), which is
    incorporated herein by reference).4(o)

Eleventh Amendment and Restatement of Note effective as of
    June 15, 2006 by and between Bancinsurance Corporation and
    Fifth Third Bank of Columbus, Ohio (reference is made to
    Exhibit 4.2 of
    Form 8-K
    filed June 16, 2006 (file number 0-8738), which is
    incorporated herein by reference).10(a)

Amended Tax Allocation Agreement by and between Bancinsurance
    Corporation and Ohio Indemnity Company (reference is made to
    Exhibit 10(d) of
    Form 10-K
    for the fiscal year ended December 31, 1983 (file number
    0-8738), which is incorporated herein by reference).10(b)#

Bancinsurance Corporation 1994 Stock Option Plan (reference is
    made to Exhibit 10(f) of
    Form 10-Q
    for the fiscal quarter ended June 30, 1994 (file number
    0-8738), which is incorporated herein by reference).10(c)#

Bancinsurance Corporation 2002 Stock Incentive Plan (reference
    is made to Exhibit 10 of
    Form S-8
    dated June 28, 2002 (file number
    333-91396),
    which is incorporated herein by reference).10(d)#

Undertaking Agreement dated April 14, 2005 between
    Bancinsurance Corporation and Si Sokol (reference is made to
    Exhibit 99.1 of Current Report on
    Form 8-K
    filed April 15, 2005 (file number 0-8738), which is
    incorporated herein by reference).10(e)#

Undertaking Agreement dated April 14, 2005 between
    Bancinsurance Corporation and John S. Sokol (reference is made
    to Exhibit 99.2 of Current Report on
    Form 8-K
    filed April 15, 2005
    (file number 0-8738),
    which is incorporated herein by reference).10(f)#

Undertaking Agreement dated April 14, 2005 between
    Bancinsurance Corporation and Sally J. Cress (reference is made
    to Exhibit 99.3 of Current Report on
    Form 8-K
    filed April 15, 2005
    (file number 0-8738),
    which is incorporated herein by reference).10(g)#

First Amendment to Undertaking Agreement dated October 17,
    2005 between Bancinsurance Corporation and Sally J. Cress
    (reference is made to Exhibit 99.1 of Current Report on
    Form 8-K
    filed October 21, 2005 (file number 0-8738), which is
    incorporated herein by reference).10(h)#

Bancinsurance Corporation 2002 Stock Incentive Plan Form of
    Award Agreement (reference is made to Exhibit 10.1 of
    Current Report on
    Form 8-K
    filed June 6, 2006 (file number 0-8738), which is
    incorporated herein by reference).10(i)#

Bancinsurance Corporation 2006 Fiscal Year Executive Officer
    Bonus Plan (reference is made to Exhibit 10.1 of Current
    Report on
    Form 8-K
    filed July 24, 2006 (file number 0-8738), which is
    incorporated herein by reference). 74




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##### Table of Contents



ExhibitNo.

Description10(j)

Stock Purchase Agreement between A.L.P. Acquisition Co., Inc.
    and Bancinsurance Corporation dated August 31, 2006
    (reference is made to Exhibit 10.1 of Current Report on
    Form 8-K
    filed September 7, 2006 (file number 0-8738), which is
    incorporated herein by reference).10(k)#

Bancinsurance Corporation 2007 Fiscal Year Executive Officer
    Bonus Plan (reference is made to Exhibit 10.1 of Current
    Report on
    Form 8-K
    filed December 21, 2006 (file number 0-8738), which is
    incorporated herein by reference).10(l)#

First Amendment to Bancinsurance Corporation 2002 Stock
    Incentive Plan (reference is made to Exhibit 10.1 of
    Current Report on
    Form 8-K
    filed May 30, 2007 (file
    No. 0-8738),
    which is incorporated herein by reference).10(m)#

Form of Restricted Stock Award Agreement (reference is made to
    Exhibit 10.1 of Current Report on
    Form 8-K
    filed June 4, 2007 (File
    No. 0-8738),
    which is incorporated herein by reference).10(n)

First Addendum to Eleventh Amendment and Restatement of Note
    effective as of September 27, 2007 by and between
    Bancinsurance Corporation and Fifth Third Bank (reference is
    made to Exhibit 10.1 of Current Report on
    Form 10-Q
    filed November 13, 2007 (File
    No. 0-8738),
    which is incorporated herein by reference).10(o)#

Form of Undertaking Agreement dated November 12, 2007 by
    and between Bancinsurance Corporation and John S. Sokol, Matthew
    C. Nolan and Stephen J. Toth (reference is made to
    Exhibit 10.2 of Current Report on
    Form 10-Q
    filed November 13, 2007 (File
    No. 0-8738),
    which is incorporated herein by reference).10(p)#*

Split Dollar Insurance Agreement, dated June 20, 1994,
    between Bancinsurance Corporation and Fifth Third Bank of
    Columbus, as Trustee of the Si and Barbara K. Sokol Irrevocable
    Trust dated May 6, 1994.10(q)#*

Split Dollar Insurance Agreement Collateral Assignment, dated
    June 21, 1994, by and between Bancinsurance Corporation and
    Fifth Third Bank of Columbus, Trustee of the Si and Barbara K.
    Sokol Irrevocable Trust dated May 6, 1994.21*

Subsidiaries of the Registrant as of December 31, 2007.23(a)*

Consent of Daszkal Bolton LLP.31.1*

Certification of Principal Executive Officer Pursuant to
    Rule 13a-14
    under the Securities Exchange Act of 1934, as Adopted Pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*

Certification of Principal Financial Officer Pursuant to
    Rule 13a-14
    under the Securities Exchange Act of 1934, as Adopted Pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*

Certification of Principal Executive Officer and Principal
    Financial Officer Pursuant to 18 U.S.C. Section 1350,
    as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.     *
    
    Filed with this Annual Report on
    Form 10-K.#
    
    Constitutes a management contract or compensatory plan or
    arrangement required to be filed as an exhibit to this Annual
    Report on
    Form 10-K. 75