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                                                                    Exhibit 10.2

                              AMENDED AND RESTATED
                            OHIO CASUALTY CORPORATION
                      DIRECTORS' DEFERRED COMPENSATION PLAN

                                  1.00 PURPOSE

Effective January 1, 1986, Ohio Casualty Corporation adopted the Ohio Casualty
Corporation Deferred Compensation Plan to enable its Directors to defer a
portion of the fees otherwise payable to them on account of their membership on
the Corporation's Board of Directors. This document affirms, amends and restates
the Plan effective April 18, 2001 and changes the name of the Plan to "Ohio
Casualty Corporation Directors' Deferred Compensation Plan."

                                2.00 DEFINITIONS

Whenever used in this Plan, the following words and phrases will have the
meanings given below. Also, the singular form of any term will include the
plural, the plural form will include the singular, the masculine pronoun will
include the feminine and the feminine pronoun will include the masculine. Other
words and phrases also may be defined in the Plan text.

2.01 ACCOUNT: The aggregate of the Cash Investment Accounts and the Performance
Share Accounts described in Section 4.01.

2.02 BENEFICIARY: The person or persons designated by a Participant under
Section 3.02 to receive any death benefits payable under Section 5.04.

2.03 BOARD: The Corporation's board of directors.

2.04 BOARD FEES: That portion of the fee (including the annual Retainer Fee and
all Meeting and Committee Fees)[1] paid to each Director in connection with his
or her service as a Director and [2] which is not paid in the form of Common
Shares.

2.05 CASH INVESTMENT ACCOUNT: The investment fund established for each
Participant under Section 4.01[1].

2.06 CHANGE IN CONTROL: The date on which the earliest of the following events
occurs:

      [1] Any entity or person [including a "group" as defined in Section
      13(d)(3) of the Securities Exchange Act of becomes the beneficial owner
      of, or obtains voting control over 20 percent or more of the outstanding
      Common Shares;

      [2] The Corporation's shareholders approve a definitive agreement [a] to
      merge or consolidate the Corporation with or into another business entity
      (other than into another Group Member) in which the Corporation is not the
      continuing or surviving entity or through which the Common Shares would be
      converted into cash, securities or other property of another business
      entity, other than a merger of the Corporation in which holders of its
      Common Shares immediately before the merger have the same proportionate
      ownership of the survivor immediately after the merger as immediately
      before the merger or [B] to sell or otherwise dispose of substantially all
      the assets of the Corporation or all Group Members to an entity that is
      not a Group Member; and

      [3] Within a 12-month period, there is a change in the majority of the
      members of the Board;

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      provided, however, that any new director whose nomination for election by
      the Corporation's shareholders was approved, or who was appointed or
      elected to the Board, by the vote of two-thirds of the Directors then
      still in office who were in office at the beginning of the 12-month period
      will be disregarded in determining if there has been a change in the
      majority of the Corporation's Board.

2.07 CODE: The Internal Revenue Code of 1986, as amended.

2.08 COMMITTEE: The Plan Committee described in Article 6.00.

2.09 COMMON SHARES: The Corporation's common shares, without par value.

2.10 CORPORATION: Ohio Casualty Corporation and any successor to it.

2.11 DIRECTOR: Each member of the Board.

2.12 EFFECTIVE DATE: January 1, 1986, with respect to the Plan and April 18,
2001, with respect to this amendment and restatement.

2.13 ENROLLMENT FORM: The notice described in Section 3.01 that each Director
must complete to participate in the Plan. Although a copy of this form is
attached to the Plan, it is not a part of the Plan and may be modified by the
Committee without separate action by the Board.

2.14 INTEREST RATE: For the 2001 Plan Year, the prime rate of The Chase
Manhattan Bank, N.A., New York City. For subsequent Plan Years, the Interest
Rate will be the yield reported in the Corporation's Form 10-K for the taxable
fixed income portfolio as of the last day of the prior calendar year. Once
established, the Interest Rate will be applied to each Cash Investment Account
for the entire following Plan Year as described in Section 4.02[1].

2.15 PARTICIPANT: Any [1] Director who is participating in the Plan as provided
in Section 3.01, [2] Director who has suspended his or her participation in the
Plan who has not received a distribution of his or her complete Account balance
or [3] former Director for whom an Account is being maintained.

2.16 PERFORMANCE SHARE ACCOUNT: The investment fund established for each
Participant under Section 4.01[2].

12.17 PLAN: The Ohio Casualty Corporation Directors' Deferred Compensation Plan,
as described in this document and any amendments to it.

2.18 PLAN YEAR: The calendar year.

2.19 SPOUSE: An individual who is legally married to the Participant.

                               3.00 PARTICIPATION

3.01 ELIGIBILITY AND ELECTION TO PARTICIPATE

Each Director is eligible to be a Participant upon satisfaction of the
conditions described in this section.

      [1] Before he or she may participate in the Plan, each Director must
      complete an Enrollment Form specifying:

            [a] The date on which the Director elects to participate in the Plan
            (which may not be earlier

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            than the date he or she becomes a Director);

            [b] The portion of his or her Board Fees to be deferred to the Plan
            (this amount must be separately elected for each Director's Retainer
            Fee, Meeting Fees and Committee Fees);

            [c] The date his or her Account will be distributed (Section 5.01);

            [d] How his or her Account will be distributed (Sections 5.02 and
            5.03); and

            [e] How the value of his or her Account will be measured (subject to
            the restrictions imposed under Article 4.00).

      [2] The Enrollment Form:

            [a] Must be filed with the Committee no later than December 31 of
            the calendar year preceding the calendar year during which the
            Director intends to participate in the Plan or, in the case of a
            newly elected Director, within 30 days after becoming a Director if
            he or she intends to become a Participant as of the date he or she
            becomes a Director.

            [b] Will remain in effect until it is revoked or amended. However,
            any change:

                  [i] To the date Plan benefits will be paid or the form in
                  which they will be paid must be filed no later than 12 months
                  before the date benefits otherwise would begin (any revocation
                  or amendment made fewer than 12 months before the distribution
                  date will be disregarded);

                  [ii] In how the value of a Participant's Account is to be
                  measured will apply only after the date the revised Enrollment
                  Form is delivered to the Committee; and

                  [iii] To the portion of a Director's Board Fees to be deferred
                  under the Plan (including a complete suspension of deferrals)
                  will not be effective until the first day of the Plan Year
                  that begins after the revised Enrollment Form is received by
                  the Committee.

3.02 DESIGNATION OF BENEFICIARY

      [1] Each Participant may designate one or more Beneficiaries on a separate
      Beneficiary Designation Form. Although a copy of this form is attached to
      the Plan, it is not part of the Plan and may be modified by the Committee
      without separate action by the Board. Unless a Participant who designates
      more than one Beneficiary also specifies the sequence or the portion of
      the death benefit to be paid to each Beneficiary, the death benefit will
      be paid in equal shares to all named Beneficiaries.

      [2] A Participant may change his or her Beneficiary at any time by
      identifying the new Beneficiary on a newly completed Beneficiary
      Designation Form and delivering that completed form to the Committee. That
      change will be effective on the date the completed form is received by the
      Committee or, if later, on the date specified by the Participant. However,
      no change of Beneficiary will be effective until the revised Beneficiary
      Designation Form is received by the Committee. The identity of a
      Participant's Beneficiary will be based only on the designation made in a
      Beneficiary Designation Form delivered to the Committee and will not be
      inferred from any other evidence.

      [3] If a Participant has not made an effective Beneficiary designation or
      if all of his or her Beneficiaries die before the Participant, the death
      benefits described in Section 5.04 will be

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      paid to the Participant's surviving Spouse. If there is no surviving
      Spouse, these death benefits will be paid

            [a] to the Participant's issue, then living, per stirpes; or, if
            there are none, [b] to the Participant's executors or
            administrators. Any minor's share of a Plan death benefit will be
            paid to the adult who has been appointed to act as the minor's legal
            guardian and who has assumed custody and support of that minor.

      [4] The Participant and the Beneficiary (and not the Committee) are
      responsible for ensuring that the Committee has the Beneficiary's current
      address.

                           4.00 PARTICIPANTS' ACCOUNTS

4.01 PARTICIPANT'S ACCOUNTS

The Committee will maintain an Account for each Participant. That Account will
be comprised of:

      [1] A Cash Investment Account that will record:

            [a] The portion of each Participant's Board Fees deferred into this
            account, adjusted by net income, gains and losses attributable to
            these deferrals as provided in Section 4.02[1]; minus

            [b] Any distributions made from this account.

      [2] A Performance Share Account that will record:

            [a] The portion of each Participant's Board Fees deferred into this
            account, adjusted by the net income, gains or losses attributable to
            those amounts (Section 4.02[2]); minus

            [b] Any distributions made from this account.

4.02. CALCULATING NET GAINS OR LOSSES; CREDITING OF ACCOUNTS

As of the last day of each month, the fair market value of each Participant's
Account will be calculated in the following manner:

      [1] The portion of each Participant's Board Fees deferred to the Cash
      Investment Account will be credited with interest at the Interest Rate for
      the Plan Year just ended.

      [2] The portion of each Participant's Board Fees deferred to the
      Performance Share Account will:

            [a] Be converted (to the nearest one-thousandth of a share) to
            performance shares. This will be done by dividing the portion of the
            Board Fees deferred to this account by the closing market value of a
            Common Share on the last trading day of the month in which the
            deferral occurred.

            [b] Each performance share will be deemed equivalent to a Common
            Share, subject to the following rules:

                  [i] Performance shares will not carry any voting rights; and

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                  [ii] Subject to Section 5.05, if there is any change in the
                  Common Shares resulting from a stock split, combination or
                  exchange of shares, merger, consolidation or other
                  reorganization or capital adjustment (other than a dividend in
                  shares), the Committee will make a comparable adjustment to
                  the number of performance shares allocated to each
                  Participant's Performance Share Account to ensure that each
                  performance share is affected by any of these events in the
                  same manner as each affects a Common Share.

      [3] Additional performance shares will be credited to a Participant's
      Performance Share Account to reflect the value of any cash dividends
      declared on Common Shares. The number of performance shares allocated
      under this section will be calculated (to the nearest one-thousandth of a
      share) by:

            [a] Multiplying [i] the number of whole and fractional performance
            shares credited to the Participant's Performance Share Account as of
            the date the cash dividend is declared by [ii] the cash dividend
            declared on a Common Share on the same date; and

            [b] Dividing the amount produced under Section 4.02[3][a] by the
            closing market value of a Common Share on the last trading day
            before the cash dividend is declared.

                               5.00 DISTRIBUTIONS

5.01 TIME OF DISTRIBUTION. Plan benefits will be distributed as provided in
Section 5.02 or 5.03 beginning on the later of [1] the first day of the month
after a Participant ceases, for any reason, to be a Director or [2] subject to
Section 3.01[2], the date specified in the affected Director's Enrollment Form.

5.02 NORMAL FORM OF PAYMENT. Unless the election described in Section 5.03 has
been made, Plan benefits will be paid in ten equal annual installments with the
first installment paid on the date specified in Section 5.01 and subsequent
payments made on the anniversaries of the initial distribution date until the
full Account balance has been distributed. All distributions will be taken
proportionately from each Participant's Cash Investment Account and Performance
Share Account, based on the relative value of each account as of the date the
distribution is to be made. The amount of each annual payment will be calculated
in the following manner:

      [1] As of each distribution date, the Committee will ascertain the value
      of each Participant's Cash Investment Account and Performance Share
      Account. The value of the latter account will be determined by multiplying
      the number of Performance Shares allocated to the Participant's
      Performance Share Account by the closing value of a Common Share on the
      last trading day before the distribution date.

      [2] The value, determined under Section 5.02[1], will be divided by the
      number of annual payments yet to be made.

      [3] The amount calculated under Section 5.02[2] will be paid to the
      Participant and the remaining value of each account will be held until the
      next distribution date.

      [4] During this distribution period, [a] interest, at the Interest Rate
      will be credited on the remaining value of each Participant's Cash
      Investment Account and [b] the value of each Participant's undistributed
      performance shares will continue to be adjusted as provided in Section
      4.02[2]. However, no interest will be credited with respect to any amounts
      that are to be distributed to a Participant for the period after the
      amount of the distribution is calculated and the distribution is

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      made.

5.03 ALTERNATE DISTRIBUTION FORM

Subject to Section 3.01[2], each Participant may elect to receive his or her
Plan benefit in the form of:

      [1] A single lump sum, payable as soon as administratively feasible after
      the date determined under Section 5.01; or

      [2] In the number of annual installments specified by the Director in his
      or her Enrollment Form with the first installment paid due on the date
      specified in Section 5.01 and subsequent payments made on anniversaries of
      the initial distribution date until the full Account balance has been
      distributed. The amount of each distribution will be calculated under the
      procedures described in Section 5.02 but based on the number of
      installments the Director elected. Also, [a] all distributions will be
      taken proportionately from each Participant's Cash Investment Account and
      Performance Share Account, based on the relative value of each account as
      of the date the distribution is to be made and [b] only one distribution
      form may be selected with respect to a Participant's entire Account.

5.04 DISTRIBUTION AFTER DEATH

If a Participant dies before his or her Plan benefit has been fully distributed,
the unpaid balance of his or her Account will be paid in a single lump sum to
his or her Beneficiary. This payment will be made as soon as administratively
possible after the Participant's death.

5.05 DISTRIBUTION AFTER CHANGE IN CONTROL

Regardless of any other provision of this Plan, immediately after a Change in
Control, all Account balances will be converted to cash and distributed to
Participants (or Beneficiaries if appropriate) in a lump sum.

5.06 TAXES

      [1] Regardless of any other provision of this Plan, any distribution will
      be reduced by the amount of any federal, state and local income, wage and
      employment taxes the Corporation is required to withhold under any
      applicable law or regulation.

      [2] If any taxing authority finally establishes that any Participant or
      Beneficiary is constructively in receipt of any Plan benefit that has not
      actually been distributed, the Committee will immediately distribute to
      the affected Participant or Beneficiary a lump sum amount equal to that
      which the taxing authority has deemed the Participant or Beneficiary to
      have constructively received.

                               6.00 ADMINISTRATION

6.01 APPOINTMENT OF COMMITTEE

The Board will appoint a committee of at least three Directors to administer the
Plan. A Committee member may resign at any time by sending written notice to the
Board specifying the effective date of his or her termination (which must always
be prospective) and must resign if he or she is no longer a Director. Vacancies
in the Committee will be filled by the Board as the need arises. Also, in its
sole discretion, the Board may remove any Committee member at any time by giving
written notice of removal to the affected Committee member and specifying the
effective date of that action (which must always be prospective).

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6.02 POWERS AND DUTIES

The Committee is fully empowered to exercise complete discretion to administer
the Plan and to construe and apply all of its provisions. These powers and
duties include:

      [1] Deciding which Directors may participate in the Plan and the value of
      their Account;

      [2] Resolving disputes that may arise with regard to the rights of
      Directors and their legal representatives or Beneficiaries under the terms
      of the Plan. Subject to Section 6.08, the Committee's decisions in these
      matters will be final in each case;

      [3] Obtaining from the Corporation, each Participant and Beneficiary
      information that the Committee needs to determine any Participant's or
      Beneficiary's rights and benefits under the Plan. The Committee may rely
      conclusively upon any information furnished by the Corporation, a
      Participant or Beneficiary;

      [4] Compiling and maintaining all records it needs to administer the Plan;

      [5] Upon request, furnishing the Corporation with reasonable and
      appropriate reports of its administration of the Plan;

      [6] Authorizing the distribution of all benefits that are payable under
      the Plan;

      [7] Engaging legal, administrative, actuarial, investment, accounting,
      consulting and other professional services that the Committee believes are
      necessary and appropriate;

      [8] Adopting rules and regulations for the administration of the Plan that
      are not inconsistent with the terms of the Plan; and

      [9] Doing and performing any other acts provided for in the Plan.

Also, the Committee may delegate any of the powers and duties described in
subsections 6.02[3] through [5] to any other person or organization, as it deems
appropriate.

6.03 ACTIONS BY THE COMMITTEE

The Committee may act at a meeting, or in writing without a meeting, by the vote
or assent of a majority of its members. The Committee will appoint one of its
members to act as secretary to record all Committee action. The Committee also
may authorize one or more of its members to execute papers and perform other
ministerial duties on behalf of the Committee.

6.04 INTERESTED COMMITTEE MEMBERS

No member of the Committee may participate in any Committee action that uniquely
affects that member's individual interest in the Plan; these matters will be
determined by a majority of the remainder of the Committee.

6.05 INDEMNIFICATION

      [1] The Corporation will indemnify and hold harmless any Committee member
      who performs

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      services to or on behalf of the Plan ("Indemnified Party") against all
      liabilities and all reasonable expenses (including attorney fees and
      amounts paid in settlement other than to the Corporation) incurred or paid
      in connection with any threatened or pending action, suit or proceeding
      brought by any party in connection with the Plan. However, this
      indemnification will not extend to any Indemnified Party whose conduct in
      connection with the Plan is found to have been grossly negligent or
      wrongful. This determination will be based on any final judgment rendered
      in connection with the action, suit or proceeding complaining of the
      conduct or its effect or, if no final judgment is rendered, by a majority
      of the Board or by independent counsel to whom the Board has referred the
      matter.

      [2] The indemnity obligations under this section may be satisfied, in the
      Corporation's discretion, through the purchase of a policy or policies of
      insurance providing equivalent protection.

6.06 CONCLUSIVENESS OF ACTION

Subject to Section 6.08, any action on matters within the discretion of the
Committee will be conclusive, final and binding upon all Participants and upon
all persons claiming any rights under the Plan, including Beneficiaries.

6.07 PAYMENT OF EXPENSES

      [1] Committee members will not be separately compensated for their
      services as Committee members. However, the Corporation will reimburse
      Committee members for all appropriate expenses they incur while carrying
      out their Plan duties.

      [2] The compensation or fees of accountants, counsel and other specialists
      and any other costs of administering the Plan will be paid by the
      Corporation.

6.08 CLAIMS PROCEDURE

      [1] FILING CLAIMS

      Any Participant or Beneficiary who believes that he or she is entitled to
      an unpaid Plan benefit may file a claim with the Committee.

      [2] NOTIFICATION TO CLAIMANT

      If a claim is wholly or partially denied, the Committee will send a
      written notice of denial to the claimant. This notice must be written in a
      manner calculated to be understood by the claimant and must include:

            [a] The specific reason or reasons for which the claim was denied;

            [b] Specific reference to pertinent Plan provisions, rules,
            procedures or protocols upon which the Committee relied to deny the
            claim;

            [c] A description of any additional material or information that the
            claimant may file to perfect the claim and an explanation of why
            this material or information is necessary; and

            [d] A description of the steps the claimant may take to appeal an
            adverse determination.

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      The Committee will render its decision within 90 days of receiving a
      benefit claim. However, if special circumstances (such as the need for
      additional information) require additional time, this decision will be
      rendered as soon as possible, but not later than 180 days after receipt of
      the claim and only if the Committee notifies the claimant, in writing,
      that it needs more time to review a claim and why that additional time is
      needed. If the Committee does not issue its decision within this period,
      the claim will be deemed to have been denied.

      [3] REVIEW PROCEDURE

      If a claim has been wholly or partially denied, the affected claimant, or
      his or her authorized representative may:

            [a] Request that the Committee reconsider its initial denial by
            filing a written appeal no more than 60 days after [i] receiving
            written notice that all or part of the initial claim was denied or
            [ii] the claim is deemed to have been denied;

            [b] Review pertinent documents and other material upon which the
            Committee relied when denying the initial claim; and

            [c] Submit a written description of the reasons for which the
            claimant disagrees with the Committee's initial adverse decision.

      An appeal of an initial denial of benefits and all supporting material
      must be made in writing and directed to the Committee. The Committee is
      solely responsible for reviewing all benefit claims and appeals and taking
      all appropriate steps to implement its decision.

      The Committee's decision on review will be sent to the claimant in writing
      and will include specific reasons for the decision, written in a manner
      calculated to be understood by the claimant, as well as specific
      references to the pertinent Plan provisions, rules, procedures or
      protocols upon which the Committee relied to deny the appeal.

      The Committee will render its decision within 60 days of receiving a
      benefit appeal. However, if special circumstances (such as the need to
      hold a hearing on any matter pertaining to the denied claim) require
      additional time, this decision will be rendered as soon as possible, but
      not later than 120 days after receipt of the claimant's written appeal and
      only if the Committee notifies the claimant, in writing, that it needs
      more time to review an appeal and why that additional time is needed. If
      the Committee does not issue its decision within this period, the claim
      will be deemed to have been denied.

                               7.00 PLAN AMENDMENT

The Corporation, by action of its entire Board, may modify, alter or amend the
Plan at any time. However, no amendment may affect any Participant's or
Beneficiary's right to receive the value of benefits accrued under the Plan
before the effective date of that amendment unless the Participant agrees to
that reduction either in a separate written agreement or by voting, as a
Director, to the reduction in benefits.

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                            8.00 TERMINATION OF PLAN

8.01 RIGHT TO TERMINATE

The Corporation, by action of its entire Board, may terminate the Plan in whole
or in part at any time. Also, the Board may, at the time the Plan is terminated
or at any later date, elect to [1] distribute an affected Participant's Accounts
at the time the Plan terminates or is partially terminated, even if this date is
earlier than the date benefits otherwise would be distributed under Article 5.00
or [2] hold those benefits until they are otherwise payable under the terms of
the Plan.

8.02 MERGER AND CONSOLIDATION

If the Plan is merged into or consolidated with any other plan, each affected
Participant will be entitled to a benefit immediately after the merger,
consolidation or transfer (determined as if the surviving plan had then
terminated) at least equal to the benefit he or she had accrued immediately
before the merger or consolidation (determined as if the Plan terminated
immediately before that merger or consolidation).

8.03 SUCCESSOR EMPLOYER

Subject to Section 5.05, if the Corporation dissolves into, reorganizes, merges
into or consolidates with another business entity, provision may be made by
which the successor will continue the Plan, in which case the successor will be
substituted for the Corporation under the terms and provisions of this Plan. The
substitution of the successor for the Corporation will constitute an assumption
by the successor of all Plan liabilities and the successor will have all of the
powers, duties and responsibilities of the Corporation under the Plan.

                                  9.00 FUNDING

This Plan constitutes an unfunded, unsecured promise by the Corporation to pay
only those benefits that are accrued by Participants under the terms of the
Plan. The Corporation will not segregate any assets into a fund established
exclusively to pay Plan benefits unless the Corporation, in its sole discretion,
establishes a trust for this purpose. The Corporation is not liable for the
payment of Plan benefits that are actually paid from a trust established for
that purpose. However, the Corporation is obliged to pay any benefits not paid
from any trust. Also, Participants, Beneficiaries and other persons claiming a
Plan benefit through them have only the rights of general unsecured creditors
and do not have any interest in or right to any specific asset of the
Corporation. Nothing in this Plan constitutes a guaranty by the Corporation or
any other entity or person that the assets of the Corporation or any other
entity will be sufficient to pay Plan benefits.

                               10.00 MISCELLANEOUS

10.01 VOLUNTARY PLAN

The Plan is purely voluntary on the part of the Corporation; neither the
establishment of the Plan nor any amendment to it nor the creation of any fund
or account nor the payment of any benefits may be construed as giving any person
[1] a legal or equitable right against the Corporation or the Committee other
than those specifically granted under the Plan or conferred by affirmative
action of the Committee or the Corporation in a manner that is consistent with
the terms and provisions of this Plan or [2] the right to be retained as a
Director.

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10.02 NONALIENATION OF BENEFITS

The right of a Participant, Beneficiary or any other person to receive Plan
benefits may not be assigned, transferred, pledged or encumbered except as
provided in the Participant's Beneficiary designation, by will or by applicable
laws of descent and distribution. Any attempt to assign, transfer, pledge or
encumber a Plan benefit will be null and void and of no legal effect.

10.03 INABILITY TO RECEIVE BENEFITS

Any Plan benefit payable to a Participant or Beneficiary who is declared
incompetent will be paid to the guardian, conservator or other person legally
charged with the care of his or her person or estate. Also, if the Committee, in
its sole discretion, concludes that a Participant or Beneficiary is unable to
manage his or her financial affairs, the Committee may, but is not required to,
direct the Corporation to distribute Plan benefits to any one or more of his or
her Spouse, lineal ascendants or descendants or other close living relatives of
the Participant or Beneficiary who demonstrates to the satisfaction of the
Committee the propriety of those distributions. Any payment made under this
section will completely discharge the Plan's liability with respect to that
payment. The Committee is not required to see to the application of any
distribution made to any person.

10.04 LOST PARTICIPANTS OR BENEFICIARIES

Each Participant is obliged to keep the Committee apprised of his or her current
mailing address and that of his or her Beneficiary. The Committee's obligation
to search for any Participant or Beneficiary is limited to sending a registered
or certified letter to the Participant's or Beneficiary's last known address.
Any amounts credited to the Accounts of any Participant or Beneficiary who does
not file a claim for benefits with the Committee will be forfeited no later than
12 months after benefits are otherwise payable. However, this forfeited benefit
will be restored and paid if the Committee subsequently approves a claim for
benefits under the procedures described in Section 6.08.

10.05 LIMITATION OF RIGHTS

Nothing in the Plan, expressed or implied, is intended or may be construed as
conferring upon or giving to any person, firm or association (other than the
Corporation, Participants, their Beneficiaries and their successors in interest)
any right, remedy or claim under or by reason of this Plan.

10.06 INVALID PROVISION

If any provision of this Plan is held to be illegal or invalid for any reason,
the Plan will be construed and enforced as if the offending provision had not
been included in the Plan. However, that determination will not affect the
legality or validity of the remaining parts of this Plan.

10.07    ONE PLAN

This Plan may be executed in any number of counterparts, each of which will be
deemed to be an original.

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10.08 GOVERNING LAW

The Plan will be governed by and construed in accordance with the laws of the
United States and, to the extent applicable, the laws of Ohio.

IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation has
executed this Plan to be effective as of April 18, 2001.

                                           OHIO CASUALTY CORPORATION

                                           BY: _______________________________

                                           PRINT NAME: _______________________

                                           TITLE: _____________________________

DATE: _________________

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