SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

BANCINSURANCE CORPORATION

(Name of Issuer)

Common Shares, Without Par Value

(Title of Class of Securities)

05945K-10-2

(CUSIP Number)

Arthur McMahon, III, Esq.

Taft Stettinius & Hollister LLP

425 Walnut Street, Suite 1800

Cincinnati, OH  45202

(513) 381-2838

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 14, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨ .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following pages)

CUSIP No. 05945K-10-2
1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Falcon Equity Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) o
				(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) or 2(e)                                                o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ohio
		7	SOLE VOTING POWER
			-0-
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,750,000
EACH
REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH
			-0-
		10	SHARED DISPOSITIVE POWER
			1,750,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	1,750,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                                                     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.71%
14	TYPE OF REPORTING PERSON*
	PN

2

CUSIP No. 05945K-10-2
1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Fenist, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) o
				(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) or 2(e)                                                o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ohio
		7	SOLE VOTING POWER
			-0-
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,486,996
EACH
REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH
			-0-
		10	SHARED DISPOSITIVE POWER
			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	3,486,996
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                                                     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	67.16%
14	TYPE OF REPORTING PERSON*
	PN

3

CUSIP No. 05945K-10-2
1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	John S. Sokol
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) o
				(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) or 2(e)                                                x
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
			380,000
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,486,996
EACH
REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH
			2,493,873
		10	SHARED DISPOSITIVE POWER
			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	3,866,996
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                                                     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	69.40%
14	TYPE OF REPORTING PERSON*
	IN

4

CUSIP No. 05945K-10-2
1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Barbara K. Sokol
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) o
				(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) or 2(e)                                                o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
			0
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,397,068
EACH
REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH
			647,068
		10	SHARED DISPOSITIVE POWER
			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	2,397,068
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                                                     o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	46.17%
14	TYPE OF REPORTING PERSON*
	IN

5

CUSIP No. 05945K-10-2
1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	James K. Sokol
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) ¨
				(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) or 2(e)                                                ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
			-0-
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH
REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH
			-0-
		10	SHARED DISPOSITIVE POWER
			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	-0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                                                     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.00%
14	TYPE OF REPORTING PERSON*
	IN

6

CUSIP No. 05945K-10-2
1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Carla A. Sokol
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) ¨
				(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) or 2(e)                                                ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
			-0-
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH
REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH
			-0-
		10	SHARED DISPOSITIVE POWER
			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	-0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                                                     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.00%
14	TYPE OF REPORTING PERSON*
	IN

7

CUSIP No. 05945K-10-2
1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Daniel J. Clark
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) ¨
				(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) or 2(e)                                                ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
			-0-
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			212,123
EACH
REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH
			212,123
		10	SHARED DISPOSITIVE POWER
			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	212,123
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                                                     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.09%
14	TYPE OF REPORTING PERSON*
	IN

8

CUSIP No. 05945K-10-2
1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Joseph E. LoConti
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) ¨
				(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) or 2(e)                                                ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
			-0-
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			144,000
EACH
REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH
			144,000
		10	SHARED DISPOSITIVE POWER
			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	144,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                                                     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.77%
14	TYPE OF REPORTING PERSON*
	IN

9

CUSIP No. 05945K-10-2
1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Edward Feighan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) ¨
				(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) or 2(e)                                                ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
			-0-
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			41,881
EACH
REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH
			41,881
		10	SHARED DISPOSITIVE POWER
			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	41,881
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                                                     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.81%
14	TYPE OF REPORTING PERSON*
	IN

10

CUSIP No. 05945K-10-2
1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Charles Hamm
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) ¨
				(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) or 2(e)                                                ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
			-0-
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			45,640
EACH
REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH
			45,640
		10	SHARED DISPOSITIVE POWER
			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	45,640
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                                                     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.88%
14	TYPE OF REPORTING PERSON*
	IN

11

CUSIP No. 05945K-10-2
1	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Matthew D. Walter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a) ¨
				(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEM 2(d) or 2(e)                                                ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
			14,000
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			282,411
EACH
REPORTING		9	SOLE DISPOSITIVE POWER
PERSON WITH
			296,411
		10	SHARED DISPOSITIVE POWER
			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	296,411
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*                                                     ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.69%
14	TYPE OF REPORTING PERSON*
	IN

12

EXPLANATORY NOTE

This amendment to Schedule 13D (this “Schedule 13D”) amends the Schedule 13D Amendment No. 5 filed on October 15, 2010, amending prior Schedules 13D, by Falcon Equity Partners, L.P. (“Falcon”), Barbara K. Sokol, John S. Sokol, James K. Sokol, Carla A. Sokol, Daniel J. Clark, Joseph E. LoConti, Edward Feighan, Charles Hamm,  Matthew D. Walter (the foregoing, collectively, the “Rollover Shareholders”) and Fenist, LLC, an Ohio limited liability company (“Parent”), relating to the common shares, without par value (the “Common Shares”), of Bancinsurance Corporation (the “Company”).  This Schedule 13D (i) amends the disclosure about Falcon in Item 5 to reflect Barbara, John, James and Carla Sokol’s current percentage interests in Falcon and (ii) corrects the numbering of the exhibits originally filed with Schedule 13D Amendment No. 5 (“Amendment No. 5”) and certain other administrative errors contained in Amendment No. 5.

As described more fully in the Schedule 13D Amendment No. 4, on August 10, 2010, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fenist, LLC, an Ohio limited liability company, and Fenist Acquisition Sub, Inc., a wholly-owned subsidiary of Parent and an Ohio corporation (“Acquisition Sub”), pursuant to which Acquisition Sub will be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”).

As described more fully in Items 4 and 6 below, on October 14, 2010, each of the Rollover Shareholders entered into a Contribution and Voting Agreement (each, a “Contribution and Voting Agreement” and, collectively, the “Contribution and Voting Agreements”) with Parent.  Concurrently with entering into the Contribution and Voting Agreements, each of the Rollover Shareholders entered into the Amended and Restated Operating Agreement of Parent (the “Operating Agreement”) and, as a result, became members of Parent.

Pursuant to the Contribution and Voting Agreements, the Rollover Shareholders have  agreed to (i) vote the Common Shares beneficially owned by each of them in favor of adopting the Merger Agreement and approving the Merger, (ii) contribute to Parent immediately prior to the Merger the 3,486,996 Common Shares collectively beneficially owned by them, excluding Common Shares that underlie currently exercisable options (the “Covered Common Shares”) and (iii) grant to Parent an irrevocable proxy with respect to the Covered Common Shares beneficially owned by each of them for purposes of certain votes of the Company’s shareholders regarding the Merger.

Item 1.  Security and Issuer

The name of the issuer is Bancinsurance Corporation.  The Company’s principal executive offices are located at 250 East Broad Street, Columbus, OH 43215.  This Schedule 13D relates to the Company’s common shares, without par value.

Item 2.  Identity and Background

Falcon Equity Partners, L.P.

(a) Falcon Equity Partners, L.P. (“Falcon”)

(b) c/o John S. Sokol, 250 East Broad St., 7 th Floor, Columbus, Ohio 43215.

(c) Falcon is an Ohio limited partnership whose sole members are the members of the Si Sokol family and trusts for the benefit of members of the Si Sokol family.  Falcon is filing with respect to the Common Shares directly owned by it.

(d) Falcon, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) Falcon, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Falcon being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Fenist, LLC

(a) Fenist, LLC (“Parent”)

(b) c/o John S. Sokol, 250 East Broad St., 7 th Floor, Columbus, Ohio 43215.

(c) Parent is Ohio limited liability company organized solely in anticipation of the Merger whose members consist of the Rollover Shareholders.  Parent is filing with respect to the Covered Common Shares over which it holds limited voting power pursuant to the Contribution and Voting Agreements.

(d) Parent, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) Parent, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Parent being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. John S. Sokol

(a) John S. Sokol

(b) 250 East Broad St., 7 th Floor, Columbus, Ohio 43215.

(c) John S. Sokol is the Chairman of the Board and Chief Executive Officer of the Company and Ohio Indemnity, a wholly-owned subsidiary of the Company.  He is also the sole managing partner and a general partner of Falcon and the sole managing member of Parent.  John S. Sokol is filing individually, as custodian for his minor children, as the managing general partner and a general partner of Falcon and as the sole managing member of Parent.

(d) John S. Sokol, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

13

(e) On November 16, 2009, the Securities and Exchange Commission filed, and on November 25, 2009 the United States District Court for the District of Columbia approved, settled enforcement actions against the Company and John S. Sokol that resolved an SEC investigation with respect to them. The settlement relates to one accounting matter in 2003 and first quarter of 2004: reserving for the Company’s since-discontinued bond program. Under the terms of his settlement, John S. Sokol consented, without admitting or denying the allegations in the complaint filed by the Commission, to the entry of a final judgment permanently enjoining him from violating Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2 thereunder and from aiding and abetting any violation of Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. He also agreed to pay a $60,000 civil penalty.

(f) United States Citizen.

Ms. Barbara K. Sokol

(a) Barbara K. Sokol

(b) c/o John S. Sokol, 250 East Broad St., 7 th Floor, Columbus, Ohio 43215.

(c) Barbara K. Sokol is the sole trustee and beneficiary of the Family Trust of the Si Sokol Trust and a general partner of Falcon.

(d) Barbara K. Sokol, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) Barbara K. Sokol, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Barbara K. Sokol being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) United States Citizen.

Mr. James K. Sokol

(a) James K. Sokol.

(b) c/o John S. Sokol, 250 East Broad St., 7 th Floor, Columbus, Ohio 43215.

(c) James K. Sokol is Director of Development & Cultural Arts Programming, Osher Marin Jewish Community Center, 200 N San Pedro Road, San Rafael, CA 94903.

(d) James K. Sokol, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) James K. Sokol, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in James K. Sokol being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) United States citizen.

Ms. Carla A. Sokol

(a) Carla A. Sokol.

(b) c/o John S. Sokol, 250 East Broad St., 7 th Floor, Columbus, Ohio 43215.

14

(c) Carla A. Sokol is self-employed.

(d) Carla A. Sokol, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) Carla A. Sokol, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Carla A. Sokol being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) United States citizen.

Mr. Daniel J. Clark

(a) Daniel J. Clark.

(b) 6140 Parkland Boulevard, Mayfield Heights, OH  44124

(c) Mr. Clark is an entrepreneur.

(d) Mr. Clark, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) Mr. Clark, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Clark being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) United States citizen.

Mr. Joseph E. LoConti

(a) Joseph E. LoConti.

(b) 6140 Parkland Boulevard, Mayfield Heights, OH  44124

(c) Mr. LoConti is special counsel to United Nations Insurance Agency, Inc., a specialty insurance agency with its principal place of business at 6140 Parkland Boulevard, Mayfield Heights, OH  44124.

(d) Mr. LoConti, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) Mr. LoConti, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. LoConti being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) United States citizen.

Mr. Edward Feighan

(a) Edward Feighan

15

(b) 6140 Parkland Boulevard, Suite 321, Mayfield Heights, OH  44124

(c) Mr. Feighan is the Chief Operating Officer of Evergreen National Indemnity Company, which has its principal place of business at 6140 Parkland Boulevard, Suite 321, Mayfield Heights, OH  44124

(d) Mr. Feighan, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) Mr. Feighan, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Feighan being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) United States citizen.

Mr. Charles Hamm

(a) Charles Hamm.

(b) 6140 Parkland Boulevard, Suite 321, Mayfield Heights, OH  44124

(c) Mr. Hamm is the Chief Executive Officer and President of Evergreen National Indemnity Company and the Chief Executive Officer and President of Continental Heritage Insurance Company, each of which have their principal place of business at 6140 Parkland Boulevard, Suite 321, Mayfield Heights, OH  44124.

(d) Mr. Hamm, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) Mr. Hamm, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Hamm being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) United States citizen.

Mr. Matthew D. Walter

(a) Matthew D. Walter.

(b) Talisman Capital Partners, 330 West Spring Street, Suite 400, Columbus, OH 43215.

(c) Mr. Walter is a director of the Company and Chairman of Sarnova, Inc., a specialty distributor of health care products.  Sarnova’s principal office is located at 5000 Tuttle Crossing Blvd., Dublin, OH 43016

(d) Mr. Walter, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) Mr. Walter, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Walter being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) United States citizen.

Each of the undersigned who is an individual disclaims beneficial ownership of Common Shares owned by the other undersigned individuals, and this filing shall not be construed as an admission that any of such individuals is, for purposes of Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial owner of any Common Shares owned by another undersigned individual.

16

Any disclosures herein with respect to persons other than the Rollover Shareholders are made on information and belief after making inquiry to the appropriate party.

Item 4.  Purpose of Transactions.

On October 14, 2010, each of the Rollover Shareholders entered into a Contribution and Voting Agreement with Parent.  A copy of the Contribution and Voting Agreement entered into by John S. Sokol, Barbara K. Sokol, Falcon and trustees of certain trusts and custodians of certain custodial accounts, the beneficial owners of which are John S. Sokol and/or Barbara K. Sokol, is filed with this Amendment No. 6 to Schedule 13D as Exhibit 2.  The form of the Contribution and Voting Agreement entered into by each of the other Rollover Shareholders is filed with this Amendment No. 6 to Schedule 13D as Exhibit 3.  The discussion in this Item 4 is qualified in its entirety by Exhibits 2 and 3 to this Amendment No. 6 to Schedule 13D and each such exhibit is incorporated by reference herein.

Under the Contribution and Voting Agreements, the Rollover Shareholders have agreed to:

1. vote the Common Shares beneficially owned by each of them in favor of adopting the Merger Agreement and approving the Merger;

2. contribute to Parent immediately prior to the Merger the 3,486,996 Common Shares collectively beneficially owned by them (excluding Common Shares that underlie currently exercisable stock options);

3. grant to Parent an irrevocable proxy with respect to the Common Shares beneficially owned by each of them for purposes of any vote or consent of the Company’s shareholders regarding the Merger, the Merger Agreement and certain related matters; and

4. not dispose of the Common Shares beneficially owned by them during the term of the Contribution and Voting Agreements.

The Contribution and Voting Agreements will terminate upon the consummation of the Merger or the termination of the Merger Agreement.

Concurrently with entering into these agreements and as partial consideration therefor, each Rollover Shareholder entered into the Operating Agreement and was issued membership units in Parent.  Each Rollover Shareholder received a number of membership units of Parent proportionate to the respective contributions of Common Shares which each shareholder has committed to make to Parent pursuant to the Contribution and Voting Agreements.  As the sole managing member of Parent, John S. Sokol will have the power to direct voting  of the Covered Common Shares in votes or consents of the Company’s shareholders regarding the matters described in the Contribution and Voting Agreements, and therefore Mr. Sokol holds shared voting power of these Common Shares.

Except as described herein, the Rollover Shareholders have not formulated any plans, proposals or otherwise that related to or would otherwise result in any matter required to be disclosed pursuant to paragraphs (a) through (j) of Item 4 of Schedule 13D.

17

Item 5. Interest in Securities of Issuer.

The Company has represented in the Merger Agreement that the Company had 5,191,784 Common Shares outstanding as of August 9, 2010.  The Rollover Shareholders have the following interests in the Common Shares:

Falcon Equity Partners, L.P.

(a) See page 2, nos. 11 and 13.

(b) See page 2, nos. 7-10.

(c) None.

(d) Barbara K. Sokol owns, indirectly as trustee of a trust for which she is the sole trustee and beneficiary, limited partnership interests representing an 11.13 percentage economic interest in Falcon, John S. Sokol owns, directly and indirectly as the beneficiary of certain family trusts, limited partnership interests representing a 50.05 percentage economic interest in Falcon, and James K. Sokol and Carla A. Sokol own, directly and indirectly as beneficiaries of certain family trusts, limited partnership interests representing a 19.41 percentage economic interest each in Falcon.  As the sole managing general partner, John S. Sokol has sole power to dispose or direct the disposition of the Common Shares held of record by Falcon.

(e) Not Applicable.

Fenist, LLC

(a) See page 3, nos. 11 and 13.

(b) See page 3, nos. 7-10.

(c) None.

(d) Pursuant to the Contribution and Voting Agreements, Parent has obtained an irrevocable proxy with respect to 3,486,996 Common Shares beneficially owned by the Rollover Shareholders for the purposes of certain votes regarding the Merger.

(e) Not Applicable.

Mr. John S. Sokol

(a) See page 4, nos. 11 and 13.

(b) See page 4, nos. 7-10.  John S. Sokol owns of record or through a broker 297,626 Common Shares (which includes 12,453 restricted Common Shares which vest on July 31, 2011 and 40,512 restricted Common Shares which vest in one-half increments on July 27, 2011 and 2012 subject, in each case, to his continued employment with the Company on the applicable vesting date) and is also the beneficial owner of 380,000 Common Shares that underlie currently exercisable stock options, and 66,247 Common Shares that he holds as custodian for his minor children.  Mr. Sokol is also the sole managing member of Parent, and, therefore, has the ability to direct the voting of the Covered Common Shares in votes or consents of the Company’s shareholders regarding the matters set forth in the Contribution and Voting Agreements

(c) None.

(d) None.

(e) Not Applicable.

Ms. Barbara K. Sokol

(a) See page 5, nos. 11 and 13.

(b) See page 5, nos. 7-10.

(c) None.

(d) None.

(e) Not Applicable.

Mr. James K. Sokol

(a) See page 6, nos. 11 and 13.

(b) See page 6, nos. 7-10.

(c) None.

(d) None.

(e) August 9, 2010.

18

Ms. Carla A. Sokol

(a) See page 7, nos. 11 and 13.

(b) See page 7, nos. 7-10.

(c) None.

(d) None.

(e) August 9, 2010

Mr. Daniel J. Clark

(a) See page 8, nos. 11 and 13.

(b) See page 8, nos. 7-10.

(c) None.

(d) None.

(e) Not Applicable.

Mr. Joseph E. LoConti

(a) See page 9, nos. 11 and 13.

(b) See page 9, nos. 7-10.

(c) None.

(d) None.

(e) Not Applicable.

Mr. Edward Feighan

(a) See page 10, nos. 11 and 13.

(b) See page 10, nos. 7-10.

(c) None.

(d) None.

(e) Not Applicable.

Mr. Charles Hamm

(a) See page 11, nos. 11 and 13.

(b) See page 11, nos. 7-10.

(c) None.

(d) None.

(e) Not Applicable.

Mr. Matthew D. Walter

(a) See page 12, nos. 11 and 13.

(b) See page 12, nos. 7-10. Matthew D. Walter owns of record or through a broker 282,411 Common Shares and is the beneficial owner of 14,000 Common Shares that underlie currently exercisable stock options.

(c) None.

(d) None.

(e) Not Applicable.

19

Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer.

On October 14, 2010, each of the Rollover Shareholders entered into a Voting and Contribution Agreement with Parent, as defined and described above.

Other than (i) as described in this Schedule 13D and (ii) equity compensation arrangements, there are no contracts, arrangements, understandings or relationships among the Rollover Shareholders, or between the Rollover Shareholders and any other person, with respect to the securities of the Company.

Item 7. Material to be filed as Exhibits.

1. Joint Filing Agreement

2. Contribution and Voting Agreement, dated October 14, 2010, among Fenist, LLC, Falcon Equity Partners, L.P., John S. Sokol and Barbara K. Sokol

3. Form of Contribution and Voting Agreement, dated October 14, 2010, by and between Fenist, LLC and certain Rollover

Shareholders

4. Powers of Attorney

Signature

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. †

Dated: October 20, 2010

Falcon Equity Partners, L.P.

By:	/s/  *
	John S. Sokol, managing general partner

Fenist, LLC

By:	/s/  John S. Sokol
	John S. Sokol, managing general partner

/s/  *

John S. Sokol,

Individually, as custodian for his minor children, as the managing general partner and a general partner of Falcon Equity Partners, L.P., and as the sole managing member of Fenist, LLC

/s/  *

Barbara K. Sokol,

Individually, as trustee of the Family Trust of the Si Sokol Trust and as a general partner of Falcon Equity Partners, L.P.

/s/  *

James K. Sokol,

Individually

/s/  *

Carla A. Sokol,

Individually

/s/  *

Daniel J. Clark,

Individually

20

/s/  *

Joseph E. LoConti,

Individually

/s/  *

Edward Feighan,

Individually

/s/  *

Charles Hamm,

Individually

/s/  *

Matthew D. Walter,

Individually

*	By Arthur McMahon, III, ATTORNEY-IN-FACT
	/s/   Arthur McMahon, III

† In accordance with Rule 13d-1(k)(1)(iii) of Regulation 13D of the General Rules and Regulations under the Exchange Act, this Amendment No. 6 to Schedule 13D is filed on behalf of the undersigned pursuant to a joint filing agreement among them, which is attached hereto as EXHIBIT 1.

21

EX-1

Exhibit 1

JOINT FILING AGREEMENT

            In  accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the Rollover Shareholders agree to the joint filing on behalf of each of them of a Schedule 13D (including amendments thereto) with respect to the Common Shares of Bancinsurance Corporation.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

DATED: March 22, 2010

Falcon Equity Partners, L.P.

By:	/s/  John S. Sokol
	John S. Sokol, managing general partner

/s/  John S. Sokol

John S. Sokol,

Individually, as custodian for his minor children and as the managing general partner and a general partner of Falcon Equity Partners, L.P.

/s/  Barbara K. Sokol

Barbara K. Sokol,

Individually, as trustee of the Family Trust of the Si Sokol Trust and as a general partner of Falcon Equity Partners, L.P.

/s/  James K. Sokol

James K. Sokol,

Individually

/s/  Carla A. Sokol

Carla A. Sokol,

Individually

/s/  Daniel J. Clark

Daniel J. Clark,

Individually

/s/  Joseph E. LoConti

Joseph E. LoConti,

Individually

/s/  Edward Feighan

Edward Feighan,

Individually

/s/  Charles Hamm

Charles Hamm,

Individually

/s/  Matthew D. Walter

Matthew D. Walter,

Individually

EX-2

Exhibit 2

CONTRIBUTION AND VOTING AGREEMENT

This Contribution and Voting Agreement, dated as of October 14, 2010 (this “Agreement”), among Fenist, LLC, an Ohio limited liability company (“Parent”), Falcon Equity Partners, L.P., an Ohio limited partnership (“Falcon”), John S. Sokol, in his individual capacity and as custodian of UTMA accounts in the names of Grayson, Parker and Jonathan Sokol, his minor children (“John Sokol”) and Barbara K. Sokol, in her individual capacity and as and trustee of the Si Sokol Family Trust (“Barbara Sokol,” and together with Falcon and John Sokol, the “Contributing Shareholders”).

WHEREAS, on August 10, 2010, Parent, Fenist Acquisition Sub, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Bancinsurance Corporation, an Ohio corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement) pursuant to which Merger Sub will merge with and into the Company (the “Merger”);

WHEREAS, each Contributing Shareholder is a member of Parent and is party to the Amended and Restated Limited Liability Company Operating Agreement of Parent dated as of October 14, 2010, (the Operating Agreement”), of Parent;

WHEREAS, as of the date hereof, the Contributing Shareholders collectively beneficially own 2,760,941 shares of common stock, no par value, of the Company (the “Common Stock”), in the amounts set forth next to such Contributing Shareholder’s name on Exhibit A hereto (such shares, together with all shares of Common Stock that any Contributing Shareholder acquires beneficial ownership of after the date hereof are sometimes referred to in this Agreement as the “Owned Shares”); and

WHEREAS, in exchange for its member interest in Parent, each of the Contributing Shareholders has, among other things, agreed to contribute its Owned Shares to Parent;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent and each of the Contributing Shareholders hereby agree as follows:

1.           Voting of Shares.

(a)           Voting.  Each of the Contributing Shareholders covenants and agrees that it shall, and shall cause any other holder of record of the Owned Shares beneficially owed by it to, at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or in any other circumstances upon which a vote, written consent or other approval of the shareholders of the Company is sought:  (i) cause its Owned Shares to be counted as present for the purpose of establishing a quorum, (ii) vote (or cause to be voted) all its Owned Shares in favor of the approval of the Merger, adoption of the Merger Agreement, and any other matter that could reasonably be expected to facilitate consummation of the Merger, and (iii) vote (or cause to be voted) all its Owned Shares against any matter that could reasonably be expected to hinder, oppose, impede, thwart or delay the consummation of the Merger.  Except as set forth in this Section 1, the Contributing Shareholders shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company.  In addition, nothing in this Agreement shall limit the right of any Contributing Shareholder to vote any Owned Shares in connection with the election of directors.

(b)           Irrevocable Proxy.  (i) Each Contributing Shareholder hereby irrevocably grants to and appoints, and hereby authorizes and empowers, Parent, and any individual designated in writing by Parent, and each of them individually, as such Contributing Shareholder’s sole and exclusive proxy and attorney-in-fact (with full power of substitution and resubstitution), for and in the Contributing Shareholder’s name, place and stead, to vote and exercise all voting and related rights (to the fullest extent that the Contributing Shareholder is entitled to do so) with respect to its Owned Shares at any meeting of the shareholders of the Company called, and in every written consent in lieu of such meeting, with respect to any of the matters specified in, and in accordance and consistent with, this Section 1. The Contributing Shareholder may vote its Owned Shares on all other matters not contemplated by this Section 1.

(ii) Upon the execution of this Agreement by a Contributing Shareholder, such Contributing Shareholder hereby revokes any and all prior proxies or powers of attorney given by such Contributing Shareholder with respect to its Owned Shares. Each Contributing Shareholder acknowledges and agrees that no subsequent proxies with respect to its Owned Shares shall be given, and if given, shall not be effective. All authority conferred herein shall be binding upon and enforceable against any successors or assigns of each Contributing Shareholder and any transferees of the Owned Shares. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement pursuant to Section 3.

2.           Contribution.  Subject to the conditions set forth herein, each Contributing Shareholder agrees to contribute and deliver to Parent all its Owned Shares (the “Contribution Commitment”) immediately prior to the Effective Time of the Merger (as such term is defined in the Merger Agreement).  The obligation of each of the Contributing Shareholders to transfer, contribute and deliver the Commitment is subject to (a) the terms of this Agreement and (b) the satisfaction or waiver of all conditions precedent to Parent’s and Merger Sub’s obligations to effect the closing of the Merger.  In the event that any Contribution Commitment is transferred, contributed and delivered to Parent and the closing of the Merger does not occur promptly thereafter, Parent will return such Contribution Commitment to the Contributing Shareholder who transferred, contributed and delivered such Contribution Commitment as set forth in the operating agreement of Parent as is then in effect.

3.           Termination.  This Agreement shall terminate upon the earliest of (a) the consummation of the Merger, (b) the termination of the Merger Agreement in accordance with its terms and (c) written notice of termination of this Agreement by Parent to the Contributing Shareholders; provided that nothing herein shall relieve any party hereto from liability for any breach of this Agreement prior to any such termination.

4.           Representations and Warranties.

(a)           Representations and Warranties of Parent.   Parent hereby represents and warrants to the Contributing Shareholders that Parent has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  Parent is duly organized as a limited liability company and is in good standing under the laws of the State of Ohio.  The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized.  This Agreement, when duly executed and delivered by Parent will constitute a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles whether in a proceeding in equity or at law.

(b)           Representation and Warranties of Falcon.   Falcon hereby represents and warrants to Parent that it has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  Falcon is duly formed as a limited partnership and is in good standing under the laws of the State of Ohio.  The execution and delivery by Falcon of this Agreement and the consummation by Falcon of the transactions contemplated hereby have been duly authorized.  This Agreement, when duly executed and delivered by Falcon will constitute a legal, valid and binding obligation of Falcon, enforceable against Falcon in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles whether in a proceeding in equity or at law.

(c)           Representations and Warranties of the Contributing Shareholders.  Each Contributing Shareholder hereby, severally and not jointly, represents and warrants to Parent that such Contributing Shareholder has good, valid and marketable title to its Owned Shares, free and clear of all liens, claims and encumbrances, with full legal right and power to transfer and convey absolute ownership of its Owned Shares to Parent, and upon delivery, transfer and assignment of the certificate or certificates representing such Owned Shares, Parent will obtain good, transferable title to such Owned Shares free and clear of all liens, claims and encumbrances whatsoever.

(d)           No Inconsistent Agreements.  Each Contributing Shareholder hereby covenants and agrees that he, she or it (a) has not entered into, and shall not enter into, any voting agreement or voting trust, with respect to its Owned Shares, (b) has not granted, and shall not grant, a proxy or power of attorney with respect to its Owned Shares that is inconsistent with its obligations pursuant to this Agreement and (c) has not entered into, and shall not enter into, any agreement or undertaking that is otherwise inconsistent with its obligations pursuant to this Agreement.

5.           Certain Covenants of the Contributing Shareholders.  Except in accordance with the terms of this Agreement, each of the Contributing Shareholders hereby, severally and not jointly, covenants and agrees as follows:

(a)           Restriction on Transfer and Non-Interference.  Each Contributing Shareholder hereby agrees, except as expressly contemplated by this Agreement, not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of its Owned Shares or (ii) knowingly take any action that would make any representation or warranty of any of the Contributing Shareholders contained herein untrue or incorrect or have the effect of preventing or disabling any of the Contributing Shareholders from performing his, her or its obligations under this Agreement.

(b)           Certain Notifications.  Each Contributing Shareholder agrees, while this Agreement is in effect, to promptly notify Parent of the number of any new shares of Common Stock acquired by such Contributing Shareholder after the date hereof.

6.            Transfer Agent Instructions.  Each Contributing Shareholder shall coordinate with the Company to credit its Owned Shares to one or more balance accounts at DTC or the Company’s transfer agent, as specified by Parent.  Each Contributing Shareholder shall provide all such documents, instruments and information as the Company, DTC or the transfer agent reasonably requests to effect the transfer of its Owned Shares.

7.           Survival.  The representations and warranties of Parent and the Contributing Shareholders made in Section 4 and the agreement and the covenant set forth in this Section 7 shall survive the termination of this Agreement.

8.           Successors and Assigns.  No party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other parties.  Subject to the preceding, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

9.           Severability.  The parties hereto agree that the provisions of this Agreement are severable and, in the event that any court of competent jurisdiction or governmental agency having jurisdiction shall determine that any of the covenants, agreements, terms or other provisions herein contained are invalid or illegal, the validity and enforceability of the remaining covenants, agreements, terms or conditions shall not be affected thereby and the portion determined to be invalid or illegal shall be deemed not to be a part of this Agreement.

10.           Entire Agreement; Amendments.  This Agreement supersedes all other prior oral or written agreements among the Contributing Shareholders and Parent and their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and except for the operating agreement of Parent, this Agreement contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither parent nor any Contributing Shareholder makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended, waived, terminated or otherwise modified other than by an instrument in writing signed by all of the parties hereto.  Any amendment to this Agreement made in conformity with the provisions of this Section 10 shall be binding on all parties.  No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

11.           Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

12.           Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and the respective successors, legal representatives and assigns of each.

13.           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

14.           Applicable Law.  This Agreement shall be governed by the laws of the State of Ohio, without regard to the choice of law rules thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Parent and each of the Contributing Shareholders have executed or caused to be executed this Agreement as of the date first written above.

FENIST, LLC

/s/ John S. Sokol

Name: John S. Sokol

Its: Managing Member

FALCON EQUITY PARTNERS, L.P.

/s/ John S. Sokol

Name: John S. Sokol

Its: General Partner

/s/ John S. Sokol

Name: John S. Sokol

Title:  Custodian, UTMA Accounts for

Grayson, Parker and Jonathan Sokol

SI SOKOL FAMILY TRUST

/s/ Barbara K. Sokol

Name: Barbara K. Sokol

Its: Trustee

/s/ John S. Sokol

John S. Sokol

/s/ Barbara K. Sokol

Barbara K. Sokol

EXHIBIT A

Contributing Shareholder	Common Stock Owned
Falcon Equity Partners, L.P.	1,750,000 shares
John S. Sokol	297,626 shares
John S. Sokol, Custodian, UTMA Accounts for Grayson, Parker and Jonathan Sokol	66,247 shares
Si Sokol Family Trust	180,796 shares
Barbara K. Sokol	466,272 shares
TOTAL	2,760,941 shares

EX-3

Exhibit 3

CONTRIBUTION AND VOTING AGREEMENT

This Contribution and Voting Agreement, is dated as of October 14, 2010 (this “Agreement”), between Fenist, LLC, an Ohio limited liability company (“Parent”), and [   ] (the “Contributing Shareholder”).

WHEREAS, on August 10, 2010, Parent, Fenist Acquisition Sub, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Bancinsurance Corporation, an Ohio corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Company (the “Merger”);

WHEREAS, the Contributing Shareholder is a member of Parent and is party to the Amended and Restated Limited Liability Company Operating Agreement of Parent dated as of October 14, 2010, (the Operating Agreement”);

WHEREAS, as of the date hereof, the Contributing Shareholder beneficially owns [   ] shares of common stock of the Company, no par value (the “Common Stock”) (such shares, together with all shares of Common Stock that the Contributing Shareholder acquires beneficial ownership of after the date hereof are sometimes referred to in this Agreement as the “Owned Shares”); and

WHEREAS, in exchange for his membership interests in Parent, the Contributing Shareholder has, among other things, agreed to contribute the Owned Shares to Parent;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent and the Contributing Shareholder hereby agree as follows:

15.           Voting of Shares.

(a)           Voting.  The Contributing Shareholder covenants and agrees that it shall, and shall cause any other holder of record of the Owned Shares beneficially owed by it to, at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or in any other circumstances upon which a vote, written consent or other approval of the shareholders of the Company is sought:  (i) cause the Owned Shares to be counted as present for the purpose of establishing a quorum, (ii) vote (or cause to be voted) all the Owned Shares in favor of the approval of the Merger, adoption of the Merger Agreement, and any other matter that could reasonably be expected to facilitate consummation of the Merger and the other transactions contemplated by the Merger Agreement, and (iii) vote (or cause to be voted) all the Owned Shares against any matter that could reasonably be expected to hinder, oppose, impede, thwart or delay the consummation of the Merger.  Except as set forth in this Section 1, the Contributing Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company.  In addition, nothing in this Agreement shall limit the right of the Contributing Shareholder to vote any Owned Shares in connection with the election of directors.

(b)           Irrevocable Proxy.  (i) The Contributing Shareholder hereby irrevocably grants to and appoints, and hereby authorizes and empowers, Parent, and any individual designated in writing by Parent, and each of them individually, as the Contributing Shareholder’s sole and exclusive proxy and attorney-in-fact (with full power of substitution and resubstitution), for and in the Contributing Shareholder’s name, place and stead, to vote and exercise all voting and related rights (to the fullest extent that the Contributing Shareholder is entitled to do so) with respect to the Owned Shares at any meeting of the shareholders of the Company called, and in every written consent in lieu of such meeting, with respect to any of the matters specified in, and in accordance and consistent with, this Section 1. The Contributing Shareholder may vote the Owned Shares on all other matters not contemplated by this Section 1.

(ii) Upon the execution of this Agreement by the Contributing Shareholder, the Contributing Shareholder hereby revokes any and all prior proxies or powers of attorney given by the Contributing Shareholder with respect to the Owned Shares. The Contributing Shareholder acknowledges and agrees that no subsequent proxies with respect to the Owned Shares shall be given, and if given, shall not be effective. All authority conferred herein shall be binding upon and enforceable against any successors or assigns of the Contributing Shareholder and any transferees of the Owned Shares. Notwithstanding any other provisions of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement pursuant to Section 3.

16.           Contribution.  Subject to the conditions set forth herein, the Contributing Shareholder agrees to contribute and deliver to Parent all of the Owned Shares (the “Contribution Commitment”) immediately prior to the Effective Time of the Merger (as such term is defined in the Merger Agreement).  The obligation of the Contributing Shareholder to transfer, contribute and deliver the Contribution Commitment is subject to (a) the terms of this Agreement and (b) the satisfaction or waiver of all conditions precedent to Parent’s and Merger Sub’s obligations to effect the closing of the Merger.  In the event that any Contribution Commitment is transferred, contributed and delivered to Parent and the closing of the Merger does not occur promptly thereafter, Parent will return such Contribution Commitment to the Contributing as set forth in the operating agreement of Parent as is then in effect.

17.           Termination.  This Agreement shall terminate upon the earliest of (a) the consummation of the Merger, (b) the termination of the Merger Agreement in accordance with its terms and (c) written notice of termination of this Agreement by Parent to the Contributing Shareholder; provided that nothing herein shall relieve any party hereto from liability for any breach of this Agreement prior to any such termination.

18.           Representations and Warranties.

(a)           Representations and Warranties of Parent.   Parent hereby represents and warrants to the Contributing Shareholder that Parent has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  Parent is duly organized as a limited liability company and is in good standing under the laws of the State of Ohio.  The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly authorized.  This Agreement, when duly executed and delivered by Parent will constitute a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles whether in a proceeding in equity or at law.

(b)           Representations and Warranties of the Contributing Shareholder.  The Contributing Shareholder hereby represents and warrants to Parent that the Contributing Shareholder has good, valid and marketable title to the Owned Shares, free and clear of all liens, claims and encumbrances, with full legal right and power to transfer and convey absolute ownership of the Owned Shares to Parent, and upon delivery, transfer and assignment of the certificate or certificates representing the Owned Shares, Parent will obtain good, transferable title to the Owned Shares free and clear of all liens, claims and encumbrances whatsoever.

(c)           No Inconsistent Agreements.  The Contributing Shareholder hereby covenants and agrees that he (a) has not entered into, and shall not enter into, any voting agreement or voting trust, with respect to the Owned Shares, (b) has not granted, and shall not grant, a proxy or power of attorney with respect to the Owned Shares that is inconsistent with his obligations pursuant to this Agreement and (c) has not entered into, and shall not enter into, any agreement or undertaking that is otherwise inconsistent with his obligations pursuant to this Agreement.

19.           Certain Covenants of the Contributing Shareholder.  Except in accordance with the terms of this Agreement, the Contributing Shareholder hereby covenants and agrees as follows:

(a)           Restriction on Transfer and Non-Interference.  The Contributing Shareholder hereby agrees, except as expressly contemplated by this Agreement, not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Owned Shares or (ii) knowingly take any action that would make any representation or warranty of the Contributing Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Contributing Shareholder from performing his obligations under this Agreement.

(b)           Certain Notifications.  The Contributing Shareholder agrees, while this Agreement is in effect, to promptly notify Parent of the number of any new shares of Common Stock acquired by the Contributing Shareholder after the date hereof.

20.            Transfer Agent Instructions.  The Contributing Shareholder shall coordinate with the Company to credit the Owned Shares to one or more balance accounts at DTC or the Company’s transfer agent, as specified by Parent.  The Contributing Shareholder shall provide all such documents, instruments and information as the Company, DTC or the transfer agent reasonably requests to effect the transfer of the Owned Shares.

21.           Survival.  The representations and warranties of Parent and the Contributing Shareholder made in Section 4 and the agreement and the covenant set forth in this Section 7 shall survive the termination of this Agreement.

22.           Successors and Assigns.  Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party.  Subject to the preceding, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

23.           Severability.  The parties hereto agree that the provisions of this Agreement are severable and, in the event that any court of competent jurisdiction or governmental agency having jurisdiction shall determine that any of the covenants, agreements, terms or other provisions herein contained are invalid or illegal, the validity and enforceability of the remaining covenants, agreements, terms or conditions shall not be affected thereby and the portion determined to be invalid or illegal shall be deemed not to be a part of this Agreement.

24.           Entire Agreement; Amendments.  This Agreement supersedes all other prior oral or written agreements between the Contributing Shareholder and Parent and their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and except for the operating agreement of Parent, this Agreement contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither parent nor the Contributing Shareholder makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended, waived, terminated or otherwise modified other than by an instrument in writing signed by both of the parties hereto.  Any amendment to this Agreement made in conformity with the provisions of this Section 10 shall be binding on both parties.  No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

25.           Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

26.           Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and the respective successors, legal representatives and assigns of each.

27.           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

28.           Applicable Law.  This Agreement shall be governed by the laws of the State of Ohio, without regard to the choice of law rules thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Parent and the Contributing Shareholder have executed or caused to be executed this Agreement as of the date first written above.

PARENT:

FENIST, LLC

Name: John S. Sokol

Its: Managing Member

CONTRIBUTING SHAREHOLDER:

[    ]

EX-4

Exhibit 4

Power of Attorney

 The undersigned, Falcon Equity Partners, L.P., hereby appoints Arthur McMahon, III and Christopher A. Kuhnhein, or either of them, as its true and lawful attorney-in-fact to sign on its behalf and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by it pursuant to Section 13(d) of the Securities Exchange Act of 1934 and related to Bancinsurance Corporation.

 IN WITNESS WHEREOF, Falcon Equity Partners, L.P. has caused this Power of Attorney to be executed on its behalf as of the 21st day of April, 2010.

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

Power of Attorney

 The undersigned, John S. Sokol, hereby appoints Arthur McMahon, III and Christopher A. Kuhnhein, or either of them, as his true and lawful attorney-in-fact to sign on his behalf and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by him pursuant to Section 13(d) of the Securities Exchange Act of 1934 and related to Bancinsurance Corporation.

 IN WITNESS WHEREOF, John S. Sokol has caused this Power of Attorney to be executed as of the 21st day of April, 2010.

By:	/s/  John S. Sokol
	John S. Sokol

Power of Attorney

 The undersigned, Barbara K. Sokol, hereby appoints Arthur McMahon, III and Christopher A. Kuhnhein, or either of them, as her true and lawful attorney-in-fact to sign on her behalf and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by her pursuant to Section 13(d) of the Securities Exchange Act of 1934 and related to Bancinsurance Corporation.

 IN WITNESS WHEREOF, Barbara K. Sokol has caused this Power of Attorney to be executed as of the 21st day of April, 2010.

By:	/s/ Barbara K. Sokol
	Barbara K. Sokol

Power of Attorney

 The undersigned, James K. Sokol, hereby appoints Arthur McMahon, III and Christopher A. Kuhnhein, or either of them, as his true and lawful attorney-in-fact to sign on his behalf and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by him pursuant to Section 13(d) of the Securities Exchange Act of 1934 and related to Bancinsurance Corporation.

 IN WITNESS WHEREOF, James K. Sokol has caused this Power of Attorney to be executed as of the 21st day of April, 2010.

By:	/s/ James K. Sokol
	James K. Sokol

Power of Attorney

 The undersigned, Carla A. Sokol, hereby appoints Arthur McMahon, III and Christopher A. Kuhnhein, or either of them, as her true and lawful attorney-in-fact to sign on her behalf and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by her pursuant to Section 13(d) of the Securities Exchange Act of 1934 and related to Bancinsurance Corporation.

 IN WITNESS WHEREOF, Carla A. Sokol has caused this Power of Attorney to be executed as of the 21st day of April, 2010.

By:	/s/ Carla A. Sokol
	Carla A. Sokol

Power of Attorney

 The undersigned, Daniel J. Clark, hereby appoints Arthur McMahon, III and Christopher A. Kuhnhein, or either of them, as his true and lawful attorney-in-fact to sign on his behalf and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by him pursuant to Section 13(d) of the Securities Exchange Act of 1934 and related to Bancinsurance Corporation.

 IN WITNESS WHEREOF, Daniel J. Clark has caused this Power of Attorney to be executed as of the 21st day of April, 2010.

By:	/s/  Daniel J. Clark
	Daniel J. Clark

Power of Attorney

 The undersigned, Joseph E. LoConti, hereby appoints Arthur McMahon, III and Christopher A. Kuhnhein, or either of them, as his true and lawful attorney-in-fact to sign on his behalf and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by him pursuant to Section 13(d) of the Securities Exchange Act of 1934 and related to Bancinsurance Corporation.

 IN WITNESS WHEREOF, Joseph E. LoConti has caused this Power of Attorney to be executed as of the 21st day of April, 2010.

By:	/s/  Joseph E. LoConti
	Joseph E. LoConti

Power of Attorney

 The undersigned, Edward Feighan, hereby appoints Arthur McMahon, III and Christopher A. Kuhnhein, or either of them, as his true and lawful attorney-in-fact to sign on his behalf and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by him pursuant to Section 13(d) of the Securities Exchange Act of 1934 and related to Bancinsurance Corporation.

 IN WITNESS WHEREOF, Edward Feighan has caused this Power of Attorney to be executed as of the 21st day of April, 2010.

By:	/s/  Edward Feighan
	Edward Feighan

Power of Attorney

 The undersigned, Charles Hamm, hereby appoints Arthur McMahon, III and Christopher A. Kuhnhein, or either of them, as his true and lawful attorney-in-fact to sign on his behalf and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by him pursuant to Section 13(d) of the Securities Exchange Act of 1934 and related to Bancinsurance Corporation.

 IN WITNESS WHEREOF, Charles Hamm has caused this Power of Attorney to be executed as of the 21st day of April, 2010.

By:	/s/  Charles Hamm
	Charles Hamm

Power of Attorney

 The undersigned, Matthew D. Walter, hereby appoints Arthur McMahon, III and Christopher A. Kuhnhein, or either of them, as his true and lawful attorney-in-fact to sign on his behalf and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by him pursuant to Section 13(d) of the Securities Exchange Act of 1934 and related to Bancinsurance Corporation.

 IN WITNESS WHEREOF, Matthew D. Walter has caused this Power of Attorney to be executed as of the 21st day of April, 2010.

By:	/s/  Matthew D. Walter
	Matthew D. Walter