SC 13E3/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934

(Amendment No. 2)

BANCINSURANCE CORPORATION

(Name of the Issuer)

Bancinsurance Corporation
Fenist, LLC
Fenist Acquisition Sub, Inc.
John S. Sokol
Barbara K. Sokol
Falcon Equity Partners, L.P.
Matthew D. Walter

(Name of Persons Filing Statement)

Common Shares, without par value

(Title of Class of Securities)

05945K-10-2

(CUSIP Number of Class of Securities)

Bancinsurance Corporation
Attn: Matthew C. Nolan
250 East Broad Street, 7^th Floor
Columbus, Ohio 43215
(614) 220-5200 Fenist, LLC
Fenist Acquisition Sub, Inc.
John S. Sokol
Barbara K. Sokol
Falcon Equity Partners, L.P.
Matthew D. Walter
c/o John S. Sokol
250 East Broad Street, 7^th Floor
Columbus, Ohio 43215
(614) 220-5200

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)

Copies to:

Adam K. Brandt, Esq. Vorys, Sater, Seymour and Pease LLP 52 East Gay Street Columbus, Ohio 43215 (614) 464-6400	Arthur McMahon III, Esq. Taft Stettinius & Hollister LLP 425 Walnut Street, Suite 1800 Cincinnati, Ohio 45202 (513) 381-2838
and
Robert J. Tannous, Esq. Porter, Wright, Morris & Arthur LLP Huntington Center 41 South High Street Columbus, Ohio 43215 (614) 227-2000

This statement is filed in connection with (check the appropriate box):

þ	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
o	b.	The filing of a registration statement under the Securities Act of 1933.
o	c.	A tender offer.
o	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$16,412,948	$1,170.24

þ  Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$1,170.24
Form or Registration No.:	Schedule 14A — Preliminary Proxy Statement
Filing Party:	Bancinsurance Corporation
Date Filed:	September 3, 2010

*

For purposes of calculating the filing fee only, the proposed maximum aggregate transaction valuation is $16,412,948, which is the sum of (1) the product of (a) the 1,704,788 common shares that are proposed to be converted into the right to receive the merger consideration, multiplied by (b) the merger consideration of $8.50 per share, plus (2) the product of (a) 681,000, the number of common shares underlying options to purchase such shares at a per share exercise price of less than $8.50, multiplied by (b) the amount by which the per share merger consideration of $8.50 exceeds the $5.68 per share weighted average exercise price of such options.

**

The filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1) and the Commission’s Fee Rate Advisory for Fiscal Year 2010, equals 0.0000713 ($71.30 per million dollars) multiplied by the total Transaction Valuation.

TABLE OF CONTENTS

INTRODUCTION	1
Item 1. Summary Term Sheet	2
Item 2. Subject Company Information	2
Item 3. Identity and Background of Filing Person	2
Item 4. Terms of the Transaction	3
Item 5. Past Contacts, Transactions, Negotiations and Agreements	3
Item 6. Purposes of the Transaction and Plans or Proposals	4
Item 7. Purposes, Alternatives, Reasons and Effects in a Going-Private Transaction	5
Item 8. Fairness of the Transaction	6
Item 9. Reports, Opinions, Appraisals and Negotiations	7
Item 10. Source and Amounts of Funds or Other Consideration	7
Item 11. Interest in Securities of the Subject Company	7
Item 12. The Solicitation or Recommendation	8
Item 13. Financial Statements	8
Item 14. Persons/Assets, Retained, Employed, Compensated or Used	8
Item 15. Additional Information	9
Item 16. Exhibits	9
SIGNATURES	10
EX-99.C.2

INTRODUCTION

          This Amendment No. 2 to Rule 13e-3 transaction statement on Schedule 13E-3 is being filed with the Securities and Exchange Commission (the “Commission”) jointly by the following persons (collectively, the “filing persons”): Bancinsurance Corporation, an Ohio corporation (“Bancinsurance”); Fenist, LLC, an Ohio limited liability company (“Acquiror”); Fenist Acquisition Sub, Inc., an Ohio corporation (“Acquisition Sub”); John S. Sokol; Barbara K. Sokol; Falcon Equity Partners, L.P., an Ohio limited partnership (“Falcon”); and Matthew D. Walter.

          Concurrently with the filing of this Amendment No. 2 to Schedule 13E-3, Bancinsurance is filing with the Commission a revised preliminary proxy statement (the “Proxy Statement”) on Schedule 14A pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, relating to a special meeting of the shareholders of Bancinsurance (the “Special Meeting”). At the Special Meeting, the shareholders of Bancinsurance will consider and vote upon a proposal to adopt an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 10, 2010, by and among Bancinsurance, Acquiror and Acquisition Sub, and approve the merger contemplated thereby. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached hereto as Exhibit (d)(1).

          If the merger is consummated, Acquisition Sub will merge with and into Bancinsurance (the “Merger”), Bancinsurance (as the surviving corporation) will become a wholly owned subsidiary of Acquiror and holders of the common shares, without par value (the “Common Shares”), of Bancinsurance (other than Bancinsurance and its subsidiaries, Acquiror and shareholders that perfect their dissenters’ rights under Ohio law) will be entitled to receive $8.50 in cash, without interest (the “Merger Consideration”), for each Common Share they own.

          The consummation of the Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including the adoption of the Merger Agreement and approval of the Merger by (1) the affirmative vote of the holders of a majority of the outstanding Common Shares entitled to vote at the Special Meeting and (2) the affirmative vote of the holders of a majority of the outstanding Common Shares that are held by the shareholders of Bancinsurance other than Acquiror and affiliates of Acquiror and that are voted at the Special Meeting (whether in person or by proxy) for or against the adoption of the Merger Agreement and the approval of the Merger.

          Acquiror is owned, directly or indirectly, by John S. Sokol (the Chairman of Bancinsurance’s Board of Directors (the “Board”) and the Chief Executive Officer and President of Bancinsurance), Barbara K. Sokol (John S. Sokol’s mother), Falcon (an Ohio limited partnership whose only partners are either members of the Sokol family or trusts for their benefit), Matthew D. Walter (a member of the Board) and certain other shareholders of Bancinsurance (collectively, the “Rollover Shareholders”). The Rollover Shareholders beneficially own approximately 67% of the outstanding Common Shares entitled to vote at the Special Meeting. Immediately prior to the Merger, the Rollover Shareholders will contribute to Acquiror all the Common Shares they beneficially own (except for Common Shares that underlie currently exercisable options).

          Pursuant to General Instruction G of Schedule 13E-3, this Amendment No. 2 to Schedule 13E-3 incorporates by reference the information contained in the Proxy Statement in answer to the items of Schedule 13E-3. The information set forth in the Proxy Statement, including all appendices thereto, is hereby expressly incorporated herein by reference, and the responses to each item in this Amendment No. 2 to Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement, including all appendices thereto.

          All information contained in this Amendment No. 2 to Schedule 13E-3 concerning any of the Filing Persons has been provided by such Filing Persons, and no Filing Person has provided any disclosure with respect to any other Filing Person.

Item 1. Summary Term Sheet.

Item 1001 of Regulation M-A:

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

Item 2. Subject Company Information.

Item 1002 of Regulation M-A:

(a)	Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
	“THE PARTIES—Bancinsurance Corporation”
(b)	Securities. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
	“SECURITIES OWNERSHIP”
	The exact title of the subject class of equity securities is “Bancinsurance Corporation common shares, without par value.” As of September 1, 2010, there were 5,191,784 Common Shares outstanding.
(c)	Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
	“TRADING MARKET AND PRICE FOR COMMON SHARES”
(d)	Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
	“TRADING MARKET AND PRICE FOR COMMON SHARES”
(e)	Prior Public Offerings. None.
(f)	Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
	“PRIOR PURCHASES OF COMMON SHARES”

Item 3. Identity and Background of Filing Person.

Item 1003 of Regulation M-A:

(a)	Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
	“THE PARTIES”
(b)	Business and Background of Entities. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
	“THE PARTIES”

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(c)	Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
	“THE PARTIES”

Item 4. Terms of the Transaction.

Item 1004 of Regulation M-A:

(a)	Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
	“SUMMARY TERM SHEET” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” “SPECIAL FACTORS” “INFORMATION CONCERNING THE SPECIAL MEETING” “THE MERGER AGREEMENT” “RIGHTS OF DISSENTING SHAREHOLDERS” “APPENDIX A—Agreement and Plan of Merger”
(c)	Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SPECIAL FACTORS—Purposes and Structure of the Merger” “SPECIAL FACTORS—Certain Effects of the Merger” “SPECIAL FACTORS—Interests of Certain Persons in the Merger” “THE MERGER AGREEMENT—Treatment of Common Shares and Equity Awards” “THE MERGER AGREEMENT—Covenants” “APPENDIX A—Agreement and Plan of Merger”
(d)	Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
	“RIGHTS OF DISSENTING SHAREHOLDERS” “APPENDIX C—Section 1701.85 of the Ohio Revised Code
(e)	Provisions For Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
	“SPECIAL FACTORS—Provisions for Unaffiliated Shareholders”
(f)	Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Item 1005 of Regulation M-A:

(a)	Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
	“SPECIAL FACTORS—Interests of Certain Persons in the Merger” “RELATED PARTY TRANSACTIONS” “RECENT TRANSACTIONS”
(b)-(c)	Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
	“SPECIAL FACTORS—Background”

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	“SPECIAL FACTORS—Recommendation of the Special Committee and the Board” “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board” “SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger” “SPECIAL FACTORS—Purposes and Structure of the Merger” “SPECIAL FACTORS—Interests of Certain Persons in the Merger” “SPECIAL FACTORS—Financing of the Merger” “SPECIAL FACTORS—Contribution and Voting Agreements” “THE MERGER AGREEMENT” “APPENDIX A—Agreement and Plan of Merger”
(e)	Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
	“SPECIAL FACTORS—Background” “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board” “SPECIAL FACTORS—Certain Effects of the Merger” “SPECIAL FACTORS—Interests of Certain Persons in the Merger” “SPECIAL FACTORS—Financing of the Merger” “SPECIAL FACTORS—Contribution and Voting Agreements” “INFORMATION CONCERNING THE SPECIAL MEETING—Required Vote; Calculation of the Vote; Abstentions and Broker      Non-Votes” “THE PARTIES” “THE MERGER AGREEMENT” “SECURITIES OWNERSHIP” “APPENDIX A—Agreement and Plan of Merger”

Item 6. Purposes of the Transaction and Plans or Proposals.

Item 1006 of Regulation M-A:

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Purposes and Structure of the Merger”
“SPECIAL FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“THE MERGER AGREEMENT—The Merger”
“THE MERGER AGREEMENT—Treatment of Common Shares and Equity Awards”
“THE MERGER AGREEMENT—Procedures for Exchange of Common Shares for Merger Consideration”
“APPENDIX A—Agreement and Plan of Merger”

(c)1-8 Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background”
“SPECIAL FACTORS—Purposes and Structure of the Merger”
“SPECIAL FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Plans for Bancinsurance After the Merger”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Contribution and Voting Agreements”
“THE MERGER AGREEMENT”
“APPENDIX A—Agreement and Plan of Merger”

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Item 7. Purposes, Alternatives, Reasons and Effects in a Going-Private Transaction.

Item 1013 of Regulation M-A:

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Purposes and Structure of the Merger”
“SPECIAL FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Plans for Bancinsurance After the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background”
“SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Purposes and Structure of the Merger”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background”
“SPECIAL FACTORS—Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Purposes and Structure of the Merger”
“SPECIAL FACTORS—Fairness Opinion of Raymond James”
“SPECIAL FACTORS—Certain Effects of the Merger”
“APPENDIX B—Opinion of Raymond James & Associates, Inc.”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Purposes and Structure of the Merger”
“SPECIAL FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Plans for Bancinsurance After the Merger”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Federal Income Tax Consequences of the Merger”
“SPECIAL FACTORS—Accounting Treatment”
“SPECIAL FACTORS—Fees and Expenses”
“SPECIAL FACTORS—Provisions for Unaffiliated Shareholders”
“THE MERGER AGREEMENT”
“RIGHTS OF DISSENTING SHAREHOLDERS”
“APPENDIX A—Agreement and Plan of Merger”
“APPENDIX C—Section 1701.85 of the Ohio Revised Code”

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Item 8. Fairness of the Transaction.

Item 1014 of Regulation M-A:

(a) Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background”
“SPECIAL FACTORS—Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Purposes and Structure of the Merger”
“SPECIAL FACTORS—Fairness Opinion of Raymond James”
“APPENDIX B—Opinion of Raymond James & Associates, Inc.”

(b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background”
“SPECIAL FACTORS—Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Purposes and Structure of the Merger”
“SPECIAL FACTORS—Fairness Opinion of Raymond James”
“SPECIAL FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“APPENDIX B—Opinion of Raymond James & Associates, Inc.”

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger”
“INFORMATION CONCERNING THE SPECIAL MEETING—Required Vote; Calculation of the Vote; Abstentions and Broker
     Non-Votes”
“THE MERGER AGREEMENT—Conditions”
“APPENDIX A—Agreement and Plan of Merger”

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Fairness Opinion of Raymond James”
“APPENDIX B—Opinion of Raymond James & Associates, Inc.”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger”

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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“SPECIAL FACTORS—Background”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger”

Item 9. Reports, Opinions, Appraisals and Negotiations.

Item 1015 of Regulation M-A:

(a)-(b)  Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Fairness Opinion of Raymond James”
“APPENDIX B—Opinion of Raymond James & Associates, Inc.”

(c)

Availability of Documents.

The reports, opinions or appraisal referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Bancinsurance during regular business hours by any interested holder of Common Shares or any representative who has been so designated in writing and copies may be obtained by requesting them in writing or by telephone from Bancinsurance at the address provided under the caption “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” in the Proxy Statement, which is incorporated herein by reference.

Item 10. Source and Amounts of Funds or Other Consideration.

Item 1007 of Regulation M-A:

(a)-(d)  Source of Funds; Conditions; Expenses; Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Fees and Expenses”
“THE MERGER AGREEMENT—Conditions to the Merger”
“THE MERGER AGREEMENT—Expenses”
“APPENDIX A—Agreement and Plan of Merger”

Item 11. Interest in Securities of the Subject Company.

Item 1008 of Regulation M-A:

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“THE PARTIES”
“SECURITIES OWNERSHIP”

(b)	Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
	“PRIOR PURCHASES OF COMMON SHARES” “RECENT TRANSACTIONS”

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Item 12. The Solicitation or Recommendation.

Item 1012 of Regulation M-A:

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Background”
“SPECIAL FACTORS—Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Interests of Certain Persons in the Merger”
“SPECIAL FACTORS—Voting Intentions of the Directors and Executive Officers of Bancinsurance”
“SPECIAL FACTORS—Contribution and Voting Agreements”

(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background”
“SPECIAL FACTORS—Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board”
“SPECIAL FACTORS—Position of the Acquiror Filing Persons as to the Fairness of the Merger”
“SPECIAL FACTORS—Voting Intentions of the Directors and Executive Officers of Bancinsurance”
“THE MERGER AGREEMENT—Representations and Warranties”
“APPENDIX A—Agreement and Plan of Merger”

Item 13. Financial Statements.

Item 1010 of Regulation M-A:

(a)	Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
	“SUMMARY CONSOLIDATED FINANCIAL INFORMATION” “WHERE YOU CAN FIND MORE INFORMATION”

(b)	Pro Forma Information. Not applicable.
(c)	Summary Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background”
“SUMMARY CONSOLIDATED FINANCIAL INFORMATION”
“WHERE YOU CAN FIND MORE INFORMATION”

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

Item 1009 of Regulation M-A:

(a)-(b)	Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the  following captions is incorporated herein by reference:
	“INFORMATION CONCERNING THE SPECIAL MEETING—Proxy Solicitation” “SPECIAL FACTORS—Interests of Certain Persons in the Merger” “SPECIAL FACTORS—Fees and Expenses”

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Item 15. Additional Information.

Item 1011 of Regulation M-A:

(b) Other Material Information. The entirety of the Proxy Statement, including all Appendices thereto, is incorporated herein by reference.

Item 16. Exhibits.

Item 1016 of Regulation M-A:

(a)(1)	Preliminary Proxy Statement for the Special Meeting of the Shareholders of Bancinsurance Corporation (incorporated by reference to the Proxy Statement).
(a)(2)	Form of Proxy Card filed with the Commission together with the Proxy Statement.
(a)(3)	Form of Letter to Shareholders filed with the Commission together with the Proxy Statement.
(a)(4)	Form of Notice of Special Meeting of Shareholders filed with the Commission together with the Proxy Statement.
(a)(5)	Press release, dated August 11, 2010, issued by Bancinsurance Corporation (incorporated herein by reference to Exhibit 99.1 of the Current Report on Form 8-K filed with the Commission by Bancinsurance Corporation on August 12, 2010).
(b)(1)	Commitment Letter, dated July 15, 2010, issued by Fifth Third Bank (incorporated herein by reference to Exhibit 3 to the Schedule 13D/A filed with the Commission by the reporting persons named therein on August 12, 2010).
(b)(2)	Credit Agreement dated October 27, 2010 by and between Bancinsurance Corporation, Fenist, LLC and Fenist Acquisition Sub, Inc. and Fifth Third Bank Corporation (incorporated herein by reference to Exhibit 4.1 of the Quarterly Report on Form 10-Q filed with the Commission by Bancinsurance Corporation on October 28, 2010).
(b)(3)	Term Loan Note dated October 27, 2010 by and between Bancinsurance Corporation, Fenist, LLC and Fenist Acquisition Sub, Inc. and Fifth Third Bank (incorporated herein by reference to Exhibit 4.2 of the Quarterly Report on Form 10-Q filed with the Commission by Bancinsurance Corporation on October 28, 2010).
(b)(4)	Revolving Loan Note dated October 27, 2010 by and between Bancinsurance Corporation, Fenist, LLC and Fenist Acquisition Sub, Inc. and Fifth Third Bank (incorporated herein by reference to Exhibit 4.3 of the Quarterly Report on Form 10-Q filed with the Commission by Bancinsurance Corporation on October 28, 2010).
(b)(5)	Form of Continuing Security Agreements dated October 27, 2010 by and between Bancinsurance Corporation, Fenist, LLC and Fenist Acquisition Sub, Inc. and Fifth Third Bank (incorporated herein by reference to Exhibit 4.4 of the Quarterly Report on Form 10-Q filed with the Commission by Bancinsurance Corporation on October 28, 2010).
(b)(6)	Stock Pledge Agreement dated October 27, 2010 by and between Bancinsurance Corporation and Fifth Third Bank (incorporated herein by reference to Exhibit 4.5 of the Quarterly Report on Form 10-Q filed with the Commission by Bancinsurance Corporation on October 28, 2010).
(c)(1)	Opinion of Raymond James & Associates, Inc. (incorporated herein by reference to Appendix B of the Proxy Statement).
(c)(2)	Materials presented by Raymond James & Associates, Inc. to the Board of Directors of Bancinsurance Corporation on August 10, 2010.
(d)(1)	Agreement and Plan of Merger, dated August 10, 2010, by and among Bancinsurance Corporation, Fenist, LLC, and Fenist Acquisition Sub, Inc. (incorporated herein by reference to Appendix A of the Proxy Statement).
(d)(2)	Contribution and Voting Agreement, dated October 14, 2010, by and among Fenist, LLC, Falcon Equity Partners, L.P., John S. Sokol and Barbara K. Sokol (incorporated herein by reference to Appendix D of the Proxy Statement).
(d)(3)	Form of Contribution and Voting Agreement, dated October 14, 2010, by and between Fenist, LLC and certain Rollover Shareholders (incorporated herein by reference to Appendix E of the Proxy Statement).
(f)(1)	Section 1701.85 of the Ohio Revised Code (incorporated herein by reference to Appendix C of the Proxy Statement).

9

SIGNATURES

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 28, 2010

BANCINSURANCE CORPORATION
By: Name:	/s/ Matthew C. Nolan Matthew C. Nolan
Title:	Vice President, Chief Financial Officer, Treasurer and Secretary

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 28, 2010

FENIST, LLC
By:	/s/ John S. Sokol
Name:	John S. Sokol
Title:	Managing Member

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 28, 2010

FENIST ACQUISITION SUB, INC.
By:	/s/ John S. Sokol
Name:	John S. Sokol
Title:	President

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 28, 2010

/s/ John S. Sokol

John S. Sokol

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 28, 2010

/s/ Barbara K. Sokol

Barbara K. Sokol

10

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 28, 2010

FALCON EQUITY PARTNERS, L.P.
By: Name: Title:	/s/ John S. Sokol John S. Sokol Managing General Partner

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 28, 2010

/s/ Matthew D. Walter

Matthew D. Walter

11

EX-99.C.2

Exhibit (c)(2)

STRICTLY CONFIDENTIAL Project Fenist Fairness Opinion Information CONFIDENTIAL | August 10, 2010

Confidential Material Disclaimer The following pages contain material to be provided to the Board of Directors of Bancinsurance Corporation or the “Company”) by Raymond James & Associates (“RaymondJames”) in connection with the delivery of its opinion as to the fairness, from a financial point of view, of the consideration to be received by shareholders, other than Fenist, LLC (the and its affiliates (the “Shareholders”) in the proposed transaction (the “Transaction”) in which Buyer would offer to acquire all of the shares of common stock of the Company. The accompanying material should only be reviewed in conjunction with Raymond James’s opinion, and these materials are subject to the assumptions and limitations contained in the opinion. This presentation was compiled or prepared on a confidential basis solely for the use of the Board of Directors of the Company and not with a view toward public disclosure under any securities laws or otherwise. Any estimates and projections contained herein have been prepared or adopted by the Company’s management, or obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized. Raymond James does not take responsibility for such estimates and projections, or the basis on which they were prepared. Information concerning other companies and transactions were obtained by Raymond James from select public sources. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. This material was not prepared for use by readers not as familiar with the business and affairs of the Company as the Board of Directors of the Company, and, accordingly, neither the Company nor Raymond James nor their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Board of Directors of the Company. Raymond James does not have any obligation to update or otherwise revise the accompanying materials.

Table of Contents Section 1 Overview Section 2 Valuation Analysis Appendix A Raymond James Fairness Opinion Letter

Section 1 Overview

Overview Introduction The purpose of this presentation is to deliver to the Board of Directors of Bancinsurance the opinion of Raymond James regarding the fairness, from a financial point of view, of the consideration to be received by the Shareholders in the Transaction. In arriving at its opinion, Raymond James has: reviewed the financial terms and conditions as stated in the Merger Agreement (the “Agreement”); reviewed Annual Reports on Form 10-K filed by the Company for the years ended, December 31, 2008 and 2009, as amended; reviewed the Quarterly Report on Form 10-Q filed by the Company for the period ended March 31, 2010; reviewed the draft Quarterly Report on Form 10-Q to be filed by the Company for the period ended June 30, 2010; reviewed the report dated March 9, 2010 prepared by Merlinos & Associates, Inc. titled Ohio Indemnity Corporation Actuarial Review of Loss and Loss Expense Reserves And Unearned Premium Reserves on Long Duration Contracts As Of 12/31/09; reviewed the Annual Statements of the Company’s subsidiary (the “Insurance Subsidiary”) filed years ended December 31, 2008 and December 31, 2009;

Overview Introduction (continued) reviewed the Quarterly Statements of the Insurance Subsidiary filed with the Ohio Department of Insurance for the three month period ended March 31, 2010; reviewed the audited financial statements of the Insurance Subsidiary prepared in accordance with statutory accounting procedures as of and for the year ended December 31, 2009; reviewed other Company financial and operating information requested from and/or provided by the Company, including financial forecasts; reviewed certain other publicly available information on the Company; and discussed with members of the senior management of the Company certain information relating to the aforementioned and any other matters which we have deemed relevant to our inquiry. The analyses included in this presentation are meant to be considered in conjunction with the Raymond James written opinion to the Board of Directors dated August 10, 2010; the form of our written opinion is included in these materials in Appendix A.

Overview Overview of the Proposal and Process The following is not intended to be a comprehensive discussion of the process or a complete description of any particular proposal. On March 22, 2010, the Company’s Chairman and Chief (collectively Fenist, LLC or “Fenist”), which together made a non-binding proposal to acquire the shares they do not own at a price of $6 per share. The proposal was not conditioned on financing. In response, the Company formed an independent Special Committee of the Board. The proposal was set to expire on April 22, 2010, but was extended indefinitely. On April 28, 2010, Raymond James & Associates was engaged by the Special Committee to serve as its independent financial advisor in evaluating this proposal. Porter Wright Morris & Arthur was retained as an independent legal counsel for the Special Committee. On June 14, 2010 the Chairman of the Special Committee On June 30, 2010, Fenist increased its proposed purchase price to $7.25 per share. The revised proposal was conditioned on Fenist obtaining third-party financing. The Company filed a Form 8-K to disclose this revised offer on July 1, 2010.

Overview Overview of the Proposal and Process (continued) On July 2, 2010, the Chairman of the Special Committee On July 6, 2010, Fenist increased its proposed purchase price to $7.50 per share. The revised proposal was conditioned on Fenist obtaining third-party financing. This revised proposal was not publicly disclosed. On August 5, 2010, Fenist increased its proposed purchase price to $8.50 per share as detailed in the Agreement. The revised proposal was conditioned on Fenist obtaining third-party financing. This revised proposal was not publicly disclosed.

Overview Transaction Summary This summary of financial terms of the Agreement is provided for discussion purposes only. It is not intended to be a comprehensive listing of the relevant terms and conditions contained in the Agreement or a complete description of any particular term. Nothing in this summary should be construed to be an interpretation or explanation of any provision or term of the Agreement. Terms Details Structure Fenist proposes to purchase all outstanding shares and options of the Company at transaction closing for the proposed purchase price Purchase Price $8.50 per share in cash Offer Values ($M) Fully diluted equity value: $46.3 million Enterprise value: $65.7 million Treatment of Stock options will be cancelled and holders will receive cash equal to the difference between the per share Options purchase price and strike prices Funding Sources Investor group funding Third-party financing Conditions and Standard regulatory and shareholder approvals customary for a public company acquisition Covenants The Company shall not have suffered a Material Adverse Effect as defined in the Agreement “No shop” provision qualified by customary fiduciary

Overview Overview of the Proposed Offer Transaction Values Offer price per share $8.50 Equity value (1) $44,334 Plus: Net effect of dilutive securities (2) 1,920 Fully diluted equity value $46,254 Plus: Total interest-bearing debt 19,465 Enterprise value $65,719 Implied Offer Premiums Transaction Multiples Implied BCIS Transaction Price Premium Metric $8.50 Announcement (3/22/10) $5.00 70.0% Diluted equity value or per share price as a multiple of: One week prior (3/15/10) $4.75 78.9% GAAP LTM Operating Income ($000s) $8,453 5.5x 2010E Net Income ($000s) (Mgmt.) 7,560 6.1 One month prior (2/22/10) $5.50 54.5% 2011E Net Income ($000s) (Mgmt.) 5,426 8.5 Three months prior (12/22/09) $5.94 43.1% Book Value Per Share 9.50 0.9 52 week high (11/20/09) $6.50 30.8% One month average $5.18 64.0% Three month average $5.18 64.2% 52 week average $4.15 105.0% (1) Based on 5.2 million basic shares outstanding as of 7/16/2010, as provided in draft Form 10-Q. (2) Based on 681,000 options with a weighted average exercise price of $5.68.

Section 2 Valuation Analysis

Valuation Analysis Illustrative Valuation Summary Valuation Summary ($ ‘s in 000s) Bancinsurance Multiple Range Implied Price Per Share Financial data as of 6/30/2010 Statistic Low Mean Median High Low Trading History 52-Week Range $3.42 Comparable Company Analysis (1) Total Equity Value to: Book Value per Share $9.50 0.3x 0.6x 0.6x 0.8x $3.25 Tangible Book Value per Share $9.50 0.5 0.7 0.7 0.9 $4.37 LTM Operating Earnings $8,453 8.1 16.4 20.5 20.6 $12.28 2010E Net Income $7,560 7.6 8.5 8.5 9.4 $10.36 2011E Net Income $5,426 5.9 7.2 7.2 8.5 $6.06 Precedent Transactions (2) Enterprise Value to: (3) STAT Surplus $45,767 0.7 1.4 1.2 2.7 $2.62 STAT LTM Net Income $7,393 3.7 10.8 10.6 22.9 $1.54 Premiums Paid Analysis Current (August 9, 2010) 1-Day $7.25 -38% 42% 36% 159% $4.46 1-Week $7.25 -42% 44% 31% 170% $4.22 1-Month $7.25 -36% 59% 38% 245% $4.61 Original Proposal (March 22, 2010, publicly disclosed on March 23, 2010) 1-Day $5.00 -38% 42% 36% 159% $3.08 1-Week $4.75 -42% 44% 31% 170% $2.76 1-Month $5.50 -36% 59% 38% 245% $3.50 Discounted Cash Flow Analysis Term. Value Based on Perpetual Annuity of FCF Growing 0-2% Annually $3.46 Term. Value Based on Multiple of 2014E GAAP Equity $4.91 $0.00 $5.00 $10.00 $15.00 $20.00 Notes: (1) Comparable company analysis utilizes publicly available research estimates. $8.50 (2) Precedent transaction multiples derived from publicly available information. Bancinsurance statutory data as of 03/31/2010. (Transaction) (3) Enterprise value includes Bancinsurance’s $19.5M in trust preferred securities and bank line of credit.

Valuation Analysis BCIS Valuation and Share Price Last Two Years 3/22/10: Fenist proposes going-private transaction at $8.00 $6 per share 35,000 (publicly disclosed 3/23/10) $7.00 11/16/09: BCIS, 30,000 CEO settle SEC Valuation investigation $6.00 25,000 Ticker Symbol: BCIS $5.00 Market Value of Common Stock ($M): $37.8 20,000 Recent Closing Price (8/09/10) $7.25 $4.00 52-Week High: $7.25 52-Week Low: $3.42 15,000 $3.00 52-Week Avg. Daily Volume (Shares) 813 10,000 Common Shares Outstanding: 5,215,706 $2.00 Public Float (1): 26% 5,000 $1.00 $0.00 0 08/08 11/08 02/09 05/09 08/09 11/09 02/10 05/10 08/10 Volume BCIS Share Price (1) Fenist collectively considered as “insiders”. Source: SNL Financial

Valuation Analysis BCIS Trading Ranges Last Twelve Months Prior to Announcement Last Twelve Months (1) Aggregate Volume: 132,976 Aggregate Volume: 204,151 Multiple of Current Float Outstanding: 0.10x Multiple of Current Float Outstanding: 0.15x 98.8% 100.0% 100.0% 100.0% 100.0% 100.0% 91.8% 83.8% 81.8% 78.5% 80.0% 80.0% 60.6% 60.0% 60.0% 45.1% 46.1% 40.0% 40.0% 35.6% 26.4% 17.8% 17.5% 20.0% 15.5% 20.0% 16.2% 13.3% 11.4% 8.9% 9.2% 7.0% 6.2% 1.2% 2.0% 0.0% 0.0% 0.0% < $3.95 $3.96 - $4.51 — $5.06 — $5.61 — $6.16 — > $6.70 < $3.95 $3.96 — $4.51 — $5.06 — $5.61 — $6.16 — > $6.70 $4.50 $5.05 $5.60 $6.15 $6.70 $4.50 $5.05 $5.60 $6.15 $6.70 Percent of Total Volume Traded Cumulative Trading Percentage Percent of Total Volume Traded Cumulative Trading Percentage (1) Last twelve months ending August 9, 2010. Source: SNL Financial

Valuation Analysis Comparable Companies Analysis Market Valuation Financials as of 03/31/2010 Diluted Closing Market Price / Diluted Mkt Company Price Value 1-Yr High Price Value / Price Name Primary Business Sector(s) Ticker 8/9/2010 ($M) (%) Book Tg. Bk. LTM Op. Earn. (1) 2010E EPS (2) 2011E EPS (2) 21st Century Holding Co. Automobile, Liability TCHC 3.80 30.2 75.1 0.5x 0.5x NM NA NA Affirmative Insurance Holdings Automobile AFFM 3.96 61.0 62.5 0.3 NM NM NA NA First Acceptance Corp. Automobile FAC 1.69 82.1 54.2 0.5 0.9 NM 9.4 8.5 Fremont Michigan InsuraCorp Personal and Commercial P&C FMMH 20.50 37.1 73.8 0.8 0.8 NM NA NA GAINSCO INC. Automobile, Liability GAN 6.86 32.8 41.0 0.5 0.5 20.6 NA NA Homeowners Choice Inc. Homeowners HCII 5.75 39.1 65.9 0.8 0.8 NM 7.6 5.9 National Security Group Inc. Homeowners NSEC 13.06 32.2 86.4 0.7 0.7 8.1 NA NA Penn Millers Holding Corp. Commercial P&C, Agricultural PMIC 12.32 58.0 82.1 0.6 0.6 NM NA NA Unico American Corp. Environmental, Liability, Multi-Peril UNAM 9.19 49.2 89.0 0.7 0.7 20.5 NA NA United Insurance Holdings Corp Homeowners UIHC 2.25 23.8 47.4 0.5 NA NM NA NA High: 89.0 0.8x 0.9x 20.6x 9.4x 8.5x Average: 67.7 0.6 0.7 16.4 8.5 7.2 Median: 69.8 0.6 0.7 20.5 8.5 7.2 Low: 41.0 0.3 0.5 8.1 7.6 5.9 Market Valuation Bancinsurance Corp. (3) Financial, Other P&C 7.25 37.8 100.0 0.8x 0.8x 4.5x 5.0x 7.0x Transaction Valuation Bancinsurance Corp. (3) Financial, Other P&C 8.50 46.3 117.2 0.9x 0.9x 5.5x 6.1x 8.5x Market Data as of 08/09/2010 Includes all publicly traded property and casualty insurance companies with equity market value between $20 million and $100 million (1) Excludes after-tax realized gains / losses on securities transactions. (2) Bancinsurance multiple based on Diluted Market Value / Estimated Earnings (3) Bancinsurance LTM Operating Earnings, Book Value per Share and Tangible Book Value per Share as of 06/30/2010 from draft Form 10-Q Source: SNL Financial and Company filings

Valuation Analysis Comparable Companies Analysis Operating Performance Last Twelve Months ending 03/31/2010 Yield on Net Average Investment Total Debt Company Investments Income GAAP Ratios Operating LTM to Total Liquidity Name & Cash Ratio (1) Loss & LAE Expense Combined Ratio (2) ROAE Capital Ratio (3) 21st Century Holding Co. 4.9% 8.2% 81.5% 44.0% 125.5% 117.3% -15.8% 0.0% 147.3% Affirmative Insurance Holdings 5.0% 2.9% 76.6% 23.1% 99.7% 96.8% -25.5% 50.9% 112.6% First Acceptance Corp. 3.2% 4.0% 68.4% 27.1% 95.5% 91.5% -37.5% 19.3% 159.1% Fremont Michigan InsuraCorp 4.0% 3.5% 61.0% 35.2% 96.2% 92.7% 11.4% 0.0% 176.8% GAINSCO INC. 5.3% 3.7% 73.7% 25.3% 99.0% 95.3% 6.3% 40.1% 161.7% Homeowners Choice Inc. 1.8% 3.3% 60.4% 36.9% 97.3% 94.0% 11.7% 0.0% 151.8% National Security Group Inc. 6.1% 8.7% 59.0% 36.0% 95.0% 86.3% 11.7% 22.2% 153.0% Penn Millers Holding Corp. 4.0% 7.9% 78.4% 35.2% 113.6% 105.7% 3.5% 0.0% 142.3% Unico American Corp. 2.8% 13.2% 71.0% 25.0% 96.0% 82.8% 3.2% 0.0% 196.7% United Insurance Holdings Corp 3.9% 6.2% 84.9% 51.0% 135.8% 129.7% -5.7% 45.3% 177.7% High: 6.1% 13.2% 84.9% 51.0% 135.8% 129.7% 11.7% 50.9% 196.7% Average: 4.1% 6.1% 71.5% 33.9% 105.4% 99.2% -3.7% 17.8% 157.9% Median: 4.0% 5.1% 72.4% 35.2% 98.1% 94.6% 3.3% 9.7% 156.1% Low: 1.8% 2.9% 59.0% 23.1% 95.0% 82.8% -37.5% 0.0% 112.6% Bancinsurance Corp. (4) 4.7% 9.1% 44.2% 25.9% 70.1% 61.0% 18.0% 28.2% 101.7% Includes all publicly traded property and casualty insurance companies with equity market value between $20 million and $100 million (1) (Investment income) / (Net premiums earned). (2) (Combined ratio) — (Net investment income ratio). (3) (Invested assets and cash) / (Policyholder liabilities less reinsurance recoverable). (4) Bancinsurance financials for last twelve months ending 06/30/2010 based on from draft Form 10-Q Source: SNL Financial and Company filings

Valuation Analysis Selected Property/Casualty Transaction Review Enterprise Value Date Enterprise Equity STAT Announce Completion Buyer/Target Value ($M) Value ($M) Surplus LTM Net Inc 15-Jul-10 Pending Donegal Group Inc./ Michigan Insurance Co. $39.0 $39.0 1.1x 4.8x 1-Jul-10 Pending First Mercury Financial Corp./ Valiant Insurance Group Inc. 55.0 55.0 1.1 6.7 26-Apr-10 1-Jul-10 National Interstate Corp./ Vanliner Group Inc. 138.0 138.0 1.2 16.9 19-Mar-10 30-Jun-10 Utica Mutual Insurance Co./ Nationwide Holdings Inc. 108.0 108.0 1.7 NM 4-Feb-10 1-Jun-10 Aspen Insurance Holdings Ltd./ FFG Insurance Co. 165.3 165.3 1.1 NM 29-Jan-10 Pending Enstar Group Ltd./ PW Acquisition Co. 25.0 25.0 0.7 NM 29-Sep-09 5-Feb-10 Kinsale Capital Group Ltd./ American Hlthcr Spclty Ins Co. 31.5 31.5 1.1 10.6 7-Sep-09 30-Oct-09 Investor group/ HI Holdings Inc. 31.5 31.5 1.3 3.7 17-Aug-09 1-Oct-09 International Fidelity Ins Co./ Chestnut Group Inc. 30.5 30.5 1.7 22.9 (1) 30-Jul-09 13-Nov-09 FPIC Insurance Group Inc./ Advocate MD Financial Grp Inc. 42.6 33.6 1.4 4.3 21-Jun-09 13-Nov-09 Tower Group Inc./ Specialty UnderwritersAlliance 109.1 109.1 1.1 NM (2) 3-Jun-09 1-Sep-09 Medical Prof Mutual Ins Co./ FinCor Holdings Inc. 253.5 195.0 1.7 11.7 27-Feb-09 2-Apr-09 Auto Club Insurance Assoc Grp/ MEEMIC companies 217.5 217.5 2.7 15.4 High 2.7x 22.9x Average 1.4 10.8 Median 1.2 10.6 Low 0.7 3.7 Bancinsurance Corp. (3) $65.7 $46.3 1.4x 8.9x Notes: Includes Property & Casualty deals where 100% of target was acquired, the target had <$200M in STAT Surplus and Equity Value was >$20M since 1/1/2009. (1) Does not include contingent consideration of $12 million. (2) Does not include contingent consideration of $53.4 million. (3) Bancinsurance statutory data as of 03/31/2010. Source: SNL Financial and Company filings

Valuation Analysis Public Markets Premiums Paid Analysis Premiums Paid Analysis Premium Analysis Current Raymond James analyzed premiums paid by buyers in Implied transactions involving public targets in all industries with the Price Premium following criteria: Current (8/9/10) $7.25 17.2% Completed transactions announced since January One week prior (8/2/10) $7.25 17.2% 2009 One month prior (7/9/10) $7.25 17.2% Enterprise values between $20 million to $100 million Three months prior (5/7/10) $6.00 41.7% 52 week high (8/5/10) $7.25 17.2% 1-Day 1-Week 1-Month High 158.6 170.3 245.3 Mean 41.9 44.4 59.1 One month average $6.70 26.8% Median 35.8 30.9 37.9 Three month average $6.34 34.2% Low -38.5 -41.8 -36.4 52 week average $5.17 64.5% One Day Prior Premiums, by Year Premium Analysis Day Prior to Announcement Implied Price Premium 2010 22% 90% Announcement (3/22/10) $5.00 70.0% One week prior (3/15/10) $4.75 78.9% One month prior (2/22/10) $5.50 54.5% Three months prior (12/22/09) $5.94 43.1% 2009 -38% 159% 52 week high (11/20/09) $6.50 30.8% One month average $5.18 64.0% -100.0% -50.0% 0.0% 50.0% 100.0% 150.0% 200.0% Three month average $5.18 64.2% Premium to Price before Announcement Low Min of Max of High 52 week average $4.15 105.0% Mean/Med Mean/Med Source: FactSet Research

Valuation Analysis Premiums Paid Analysis(1-3) Enterprise Deal Value as Announcement Value Market Cap Prior Date Buyer Target Ticker Target ($MM) 1-Day 06/11/10 Danone SA MDNU Medical Nutrition USA, Inc. 53.2 43.9 03/30/10 Microsemi Corp. WEDC White Electronic Designs Corp. 97.8 28.2 01/21/10 Trustco Holdings, Inc. /MN/, Trustco Minnesota, Inc. FIT Health Fitness Corp. 83.8 21.9 01/11/10 Woodstream Corp. ZRBA Zareba Systems, Inc. 22.9 90.3 01/08/10 Chemical Financial Corp. OKFC O.A.K. Financial Corp. 62.8 65.1 12/30/09 Trinity Industries, Inc. QUIX Quixote Corp. 97.0 123.9 12/23/09 Crane Co. MRM Merrimac Industries, Inc. 47.3 40.1 12/14/09 ON Semiconductor Corp. CAMD California Micro Devices Corp. 63.0 54.1 12/08/09 Francisco Partners Management LLC QDHC QuadraMed Corp. 62.7 32.6 12/07/09 IXYS Corp. ZILG ZiLOG, Inc. 26.4 21.1 10/26/09 Union Savings Bank FLFL First Litchfield Financial Corp. 35.4 158.6 09/25/09 Platinum Equity LLC PMRY Pomeroy IT Solutions, Inc. 22.5 10.2 08/24/09 Geneve Corp. ARTL The Aristotle Corp. 92.9 11.3 08/13/09 The Steak ‘n Shake Co. WEST Western Sizzlin Corp. 25.0 -38.5 08/07/09 MedPak Holdings, Inc. MTSI MTS Medication Technologies, Inc. 45.1 4.6 06/30/09 BCB Bancorp, Inc. PBCI Pamrapo Bancorp, Inc. 43.6 -0.7 05/28/09 Zayo Group, Inc. FTGX FiberNet Telecom Group, Inc. 95.1 15.2 05/13/09 United Financial Bancorp, Inc. CFNA CNB Financial Corp. (Mass.) 89.2 38.9 05/11/09 Ixia CATT Catapult Communications Corp. 75.8 9.5 05/07/09 Cenveo, Inc. NSHA Nashua Corp. 43.7 NM 03/18/09 American Software, Inc. LGTY Logility, Inc. 61.5 44.2 03/05/09 TriNet Group, Inc. GVHR Gevity HR, Inc. 66.4 97.0 02/23/09 Exar Corp. HIFN Hi/fn, Inc. 44.3 49.5 1-Day High 158.6 Mean 41.9 Median 35.8 Low -38.5 (1) For publicly traded targets in completed M&A deals in the United States with enterprise values of $20 million to $100 million since January 1, 2009 (through August 9, 2010). (2) Excludes transactions with transaction value per share of less than $3.00. (3) Premiums deviating from the mean by more than two standard deviations denoted Source: FactSet Research and SNL Financial

Valuation Analysis Premiums by Segment Based on GAAP Financial Statements (Dollars in Thousands) 2009 2010 2011 2012 2013 2014 Net Premiums Earned: VSI $18,394 $17,962 $17,603 $17,251 $16,906 $16,568 CPI 3,352 5,928 7,292 7,657 8,039 8,441 EPD 5 12 28 29 30 31 GAP 8,004 5,506 4,524 3,987 3,741 3,591 UC 7,333 7,833 7,990 8,149 8,312 8,479 WIP 6,786 7,324 7,672 7,672 7,672 7,672 Other 210 127 107 97 87 77 Total 44,083 44,692 45,217 44,843 44,789 44,860 Underwriting Margin By Segment [Underwriting Gain before Corporate Expenses / (Net Premiums Earned + Management Fees)] VSI 18.8% 18.5% 18.5% 18.5% 18.5% 18.5% CPI 6.2% 8.3% 8.3% 8.3% 8.3% 8.3% EPD NM NM NM NM NM NM GAP 6.0% 57.7% 27.0% 27.0% 27.0% 27.0% UC 30.8% 38.1% 32.2% 32.2% 32.2% 32.3% WIP 39.0% 36.7% 36.7% 36.7% 36.7% 36.7% Other NM NM 98.2% 98.1% 98.1% 98.1% Total 30.2% 32.1% 26.7% 27.0% 26.9% 26.8% Source: Management projections

Valuation Analysis Projected Income Statement Based on GAAP Financial Statements (Dollars in Thousands) 2009 2010 2011 2012 2013 2014 Revenue: Gross Premiums Written $73,051 $82,715 $83,468 $84,291 $85,184 $86,149 Net Premiums Written 41,443 44,493 44,490 44,522 44,588 44,690 Net Premiums Earned $44,083 $44,692 $45,217 $44,843 $44,789 $44,860 Net Investment Income 4,048 3,981 4,324 4,537 4,759 4,975 Management Fees 159 452 452 452 452 452 Other Income 18 20 20 20 20 20 Net Realized Gains (Losses) 961 — - — - -OTTI Impairments (3,168) — - — - -Total Revenue 46,101 49,145 50,012 49,852 50,019 50,307 Expenses: Loss and LAE Incurred $19,776 $19,141 $21,390 $20,990 $20,785 $20,649 Policy Acquisition Costs 11,112 11,489 12,100 12,094 12,297 12,527 Other Operating Expenses 8,012 7,315 8,240 8,525 8,770 9,025 Interest Expense 815 700 900 1,100 1,300 1,500 SEC / EY Expenses 24 — - — - -Total Expense 39,740 38,645 42,630 42,708 43,152 43,701 Net Income before Taxes 6,361 10,500 7,383 7,143 6,867 6,606 Income Taxes 1,292 2,940 1,956 1,893 1,820 1,717 Net Income 5,069 7,560 5,426 5,250 5,047 4,888 Source: Management projections

Valuation Analysis Projected Balance Sheet Based on GAAP Financial Statements (Dollars in Thousands) 2009 2010 2011 2012 2013 2014 Assets Cash and Investments $98,025 $101,181 $105,926 $110,852 $115,663 $120,318 Premiums Receivable 4,615 4,894 4,894 4,897 4,905 4,916 Reinsurance Recoverable 6,821 7,341 7,341 7,346 7,357 7,374 Prepaid Reinsurance Premium 41,949 42,269 42,266 42,296 42,359 42,455 Deferred Policy Acquisition Costs 3,724 3,719 3,676 3,656 3,644 3,634 Other Assets 5,646 5,646 5,646 5,646 5,646 5,646 Total Assets 160,780 165,050 169,748 174,693 179,573 184,343 Liabilities Loss and LAE Reserves $15,793 $16,908 $16,906 $16,918 $16,943 $16,982 Unearned Premiums 62,185 61,986 61,259 60,938 60,737 60,567 Bank Line of Credit 3,000 3,000 3,000 3,000 3,000 3,000 Trust Preferred Debt 15,465 15,465 15,465 15,465 15,465 15,465 Other Liabilities 19,965 15,759 15,759 15,763 15,772 15,785 Total Liabilities 116,408 113,118 112,390 112,084 111,917 111,799 Shareholders’ Equity Shareholders’ Equity (pre-Treasury) 49,152 56,712 62,138 67,388 72,436 77,324 Treasury Stock (4,780) (4,780) (4,780) (4,780) (4,780) (4,780) Total Shareholders’ Equity 44,372 51,932 57,358 62,608 67,656 72,544 Total Liabilities and Shareholders’ Equity $160,780 $165,050 $169,748 $174,693 $179,573 $184,343 Source: Management projections

Valuation Analysis DCF Valuation Based on Management Forecasts Based on GAAP Financial Statements (Dollars in Thousands) 2009 2010 2011 2012 2013 Company Relevant Metrics Net Premiums Written $41,443 $44,493 $44,490 $44,522 $44,588 Loss and LAE Reserves 15,793 16,908 16,906 16,918 16,943 by Net Income 5,069 7,560 5,426 5,250 5,047 Projected Total Equity 44,372 51,932 57,358 62,608 67,656 Net Premiums Written / Equity 93.4% 85.7% 77.6% 71.1% 65.9% As Reserves / Equity 35.6% 32.6% 29.5% 27.0% 25.0% Targets for Dividend Target Net Premiums Written / Equity (based on 3 year average) 105.6% based on Target Reserves / Equity (based on 3 year average) 32.9% Ratio Weighting: Calculation Ratios Net Premiums Written / Equity 66.7% Reserves / Equity 33.3% Historic Target Equity for NPW / Equity Ratio 42,136 42,133 42,162 42,225 Target Equity for Reserves / Equity Ratio 51,367 51,363 51,399 51,476 Target Equity Weighted Average End of Period Target Equity 45,213 45,209 45,241 45,309 Total Equity Following Dividend 44,372 45,213 45,209 45,241 45,309

Valuation Analysis DCF Valuation Based on Management Forecasts (continued) Based on GAAP Financial Statements (Dollars in Thousands) 2010 2011 2012 2013 Dividend Calculation Capital Excess / (Shortfall) 6,719 12,149 17,367 22,347 Add: Interest Expense (pre-tax) 700 900 1,100 1,300 Cumulative Excess / (Shortfall) Attributable to Previous Period — (7,419) (12,803) (18,044) Analysis Lost Investment Income from Previous Distributions (after-tax) — (245) (423) (597) Cash Flows Available to Debt and Equity 7,419 5,384 5,241 5,006 Cash Flow Cash Flows Available to Debt and Equity 7,419 5,384 5,241 5,006 Terminal Value (Based on Perpetual Growth) — - — - and Cash Flow Total Cash Flows 7,419 5,384 5,241 5,006 Present Value of Cash Flows (13.5% discount rate) 7,061 4,516 3,873 3,261 Dividend Total Enterprise Value 43,862 Less: Debt (at June 30, 2010) (19,465) Total Equity Value 24,397 Sensitivity Table Shares Outstanding (1) 5,442 Perpetual Growth Rate Price per Share $4.48 $4.48 0.0% 1.0% 2.0% 12.0% $4.95 $5.41 $5.95 Weighted Average Cost of Capital Calculation 13.5% $4.14 $4.48 $4.89 P&C ($100M-$10B Market Cap.) Industry Beta (average) - unlevered 0.77 WACC 15.0% $3.46 $3.72 $4.02 BCIS Debt / Equity 51.6% BCIS Levered Beta 1.16 Calculation Risk-free Rate 4.95% Market Premium 6.70% Size Premium 6.28% Cost of Equity 19.0% Sensitivity Table WACC Cost of Debt (2010) 3.79% Terminal Book Value Multiple BCIS Debt / Total Capital 34.0% $5.30 0.60x 0.75x 0.90x BCIS Tax Rate (2010) 28.0% 12.0% $5.69 $6.45 $7.21 Perpetual Growth 1.0% WACC 13.5% $5.30 $6.01 $6.73 WACC 13.5% 15.0% $4.91 $5.59 $6.27 (1) Fully diluted shares calculated using the treasury method (assuming an offer price of $8.50).

Appendix A Raymond James Fairness Opinion Letter