STOCK OPTION

Exhibit 10.8

STOCK OPTION

THIS STOCK OPTION is dated as of the day of ______ , 20__ (the “Effective Date”) by United Fire & Casualty Company, Inc. (the “Company”) to ___________________________ (the “Optionee”).

Subject to the terms and conditions set forth herein, the Company hereby irrevocably grants to the Optionee the option to purchase from the Company, at a price of $_____ per share (the "Exercise Price"), _____ shares of the Company's common stock (“Stock”), such number being subject to adjustment as provided herein.

a.         The Option may be exercised only to the extent it is vested. This Option shall vest twenty percent (20%) on the first anniversary date of the Effective Date and twenty percent (20%) on each subsequent anniversary date of the Effective Date, until fully vested.

b.         The Board of Directors may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of the Option. Also, the vesting of this Option may accelerate as provided herein.

c.         All or any part of the vested portion of the Option may be exercised at any time in accordance with and as limited by this Option. A vested portion of the Option is considered to be outstanding until such portion of the Option is exercised in full or expires as provided herein.

a.          Notice . To exercise the Option, the Optionee shall deliver to the Company a written notice (the "Notice") signed by the Optionee that states the Optionee's election to exercise the Option, the number of shares being purchased and the date, not less than ten (10) nor more than thirty (30) days after the date of such notice, on which the shares will be purchased.

b.          Certificate for Shares . Delivery to the Optionee of a certificate representing the shares purchased shall be made as soon as practicable, provided payment has been made therefor at the principal office of the Company. If any law or regulation requires the Corporation to take any action with respect to the shares specified in the Notice, then the date for the delivery of such shares against payment therefor shall be extended for the period necessary to take such action.

c.          Failure to Pay . Upon the failure to take up and pay for the number of shares specified in the Notice on the date set forth therein, the Option shall expire with respect to such number of shares, but shall continue with respect to the remaining shares covered by the Option and not yet acquired pursuant thereto.

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d.          Other Policies . The Option shall be exercised only in accordance with the Company's Statement Regarding Insider Trading Restrictions under Sec Rule 10b-5, as the Statement may, from time to time, be amended.

a.         The Optionee shall pay the purchase price for shares being purchased by one of the following methods:

i.          Cash Payment . The purchase price for the shares shall be paid in cash, certified check or bank draft, or such other method acceptable to the Company, to the order of the Company for an amount in United States Dollars equal to the Exercise Price for the number of shares specified in the Notice.

ii.         Transfer of Shares . As an alternative to 4(a)(i), if the Board of Directors of the Company, in its discretion, permits it, the Optionee may pay the purchase price of shares purchased pursuant to the Option by transferring to the Corporation previously acquired shares of Stock of the Corporation. The value of the shares previously acquired shall be the Fair Market Value on the date set forth in the Notice, as determined pursuant to Section 8.

iii.        Cashless Exercise . As an alternative to 4(a)(i), the Optionee may pay the purchase price through a cancellation of all or a portion of this Option in satisfaction of the purchase price (a “Cashless Exercise”). To effect a Cashless Exercise, the Optionee shall tender to the Corporation the Notice referred to in Section 3(a), together with a Notice of Cashless Exercise that specifies the number of shares (the "Exercise Shares") that the Optionee wishes to be utilized to effect to the Cashless Exercise. All Exercise Shares must be vested. The Corporation shall issue to the Optionee, without any further payment by the Optionee, the number of shares of Stock equal to (i) the number of Exercise Shares less (ii) the number of Exercise Shares multiplied by a fraction, the numerator of which is the Exercise Price and the denominator of which is the Fair Market Value (determined as of the date specified in the Notice). The Option shall terminate and be cancelled with respect to the number of shares equal to the Exercise Shares.

b.         If the number of Exercise Shares is less than the total number of shares subject to this Option, the Option shall remain in effect with respect to the remaining shares until terminated as provided herein.

The Options granted hereby shall terminate and be of no force or effect upon the expiration of ten (10) years from the Effective Date (the "Option Expiration Date").

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a.         After the granting of this Option, if the number of shares of Stock issued and outstanding as a whole is increased, decreased, or changed into or exchanged for a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure, or the like, an appropriate and proportionate adjustment shall be made with respect to the unexercised portion of this Option in the number, kinds and per-share exercise price of shares of Stock subject to this Option. Any such adjustment in this Option, however, shall be made without a change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share of Stock covered by the Option.

b.          If the Company or the Stockholders of the Company enter into an agreement to dispose of all or substantially all of the assets or capital stock of the Company by means of a sale, merger, consolidation, reorganization, liquidation, or otherwise, then subject to the other provisions of this Section 6, this Option shall immediately be fully vested, and shall thereafter terminate and become unexerciseable unless exercised before the earlier of the Option Expiration Date or the date on which the Company consummates the disposition of assets or capital stock contemplated by the agreement.

c.         Notwithstanding the foregoing provisions of this Section, if any agreement referred to in Section 6(b) shall be terminated without consummation:

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