Form of Restricted Stock Plan

INFINITY PROPERTY AND CASUALTY CORPORATION


2002 RESTRICTED STOCK PLAN


ARTICLE 1
OBJECTIVES


The objectives of this 2002 Restricted Stock Plan (the "Plan") are to enable Infinity Property and Casualty Corporation (the "Company") and its subsidiaries to compete successfully in retaining and attracting key employees of outstanding ability, to stimulate the efforts of such employees toward the Company's objectives and to encourage the identification of their interests with those of the Company's shareholders.


ARTICLE 2
DEFINITIONS


For purposes of this Plan, the following terms shall have the following meanings:


2.1 "Board" means the board of directors of the Company.


2.2 "Cause" means (i) the Employee's failure or refusal to materially perform his/her duties; (ii) the Employee's failure or refusal to follow material lawful directions of the Board or any other act of material insubordination on the part of Employee; (iii) the engaging by the Employee in misconduct, including but not limited to any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iv) any conviction of, or plea of guilty or nolo contendere to, the Employee with respect to a felony (other than a traffic violation); or (v) the commission (or attempted commission) of any act of fraud or dishonesty by the Employee which is materially detrimental to the business or reputation of the Company or any of its divisions, Subsidiaries or affiliates.


2.3 "Change of Control" means the occurrence of one (1) or more of the following events:


(i) After the Date of Award, any person or group of persons
becomes both a Beneficial Owner (as such term is defined in
Rule 13d-3 promulgated under the Securities Exchange Act of
1934 (the "1934 Act") directly or indirectly of securities (a)
representing 40% or more of the total number of votes that may
be cast for the election of directors of the Company, whether
by open market purchases, by tender offer or exchange offer,
through issuance of new shares by the Company or by merger or
consolidation and (b) such person or group of persons is the
Beneficial Owner directly or indirectly of a greater
percentage of such securities than American Financial Group,
Inc.;


(ii) Within two (2) years after a merger, consolidation,
liquidation or sale of assets involving the Company, or a
contested election of a Company director or directors, or any
combination of the foregoing, the individuals who were
directors
of the Company immediately prior to the merger, consolidation,
liquidation, sale of assets or contested election shall cease
to constitute a majority of the Board; or


(iii) Within two (2) years after a tender offer or exchange
offer for voting securities of the Company, the individuals
who were directors of the Company immediately prior to the
commencement of the tender offer or exchange offer shall cease
to constitute a majority of the Board.


2.4 "Code" means the Internal Revenue Code of 1986, as amended, or any successor legislation.


2.5 "Committee" means a committee designated by the Board. The Committee shall be comprised of three or more directors, each of whom shall be a "Non-Employee Director" as defined in Rule 16b-3 of the 1934 Act and an "outside director" under Section 162(m) of the Code ("Section 162(m)"), as such Rule and Section may be amended, superseded or interpreted hereafter.


2.6 "Date of Award" means the date on which an Employee executed a Restricted Stock Agreement.


2.7 "Disability" means the failure of the Employee to render services to the Company for a continuous period of six (6) months because of the Employee's physical or mental disability or illness.


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


2.9 "Shares" means shares of the Company's common stock, no par value.


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


2.11 "Vested Shares" means the non-forfeitable Shares held by an Employee pursuant to an award under this Plan, as determined under the vesting schedule at Article 7.


2.12 "Year of Service" means each year commencing on the Date of Award and ending on each anniversary of that date during which the Employee provides continuous service to the Company.


ARTICLE 3
ADMINISTRATION


3.1 The Committee. This Plan shall be administered and in ...