EMPLOYMENT AGREEMENT
CHANGE IN CONTROL AGREEMENT
 
 
Exhibit 10.1
 
                      EMPLOYMENT AGREEMENT
                         BY AND BETWEEN
                  THE OHIO CASUALTY CORPORATION
                               AND
                        DAN R. CARMICHAEL
 
Effective December 12, 2000, the Ohio Casualty Corporation
("Corporation"), an Ohio corporation, and Dan R. Carmichael
("Executive"), collectively, the "Parties," entered into an
employment agreement ("Prior Agreement") describing the terms and
conditions governing Executive's employment with the Corporation.
Effective December 1, 2005 ("Effective Date"), or as otherwise
provided below, the Parties enter into this successor employment
agreement ("Agreement") to describe the terms and conditions of
the Executive's continued employment, including participation in
the transfer of his leadership position to a successor chosen by
the Corporation.  Except as specifically provided in this
Agreement (or as required by applicable law), this Agreement
supersedes the Prior Agreement as of the Effective Date.
Although it is not a direct Party to this Agreement, The Ohio
Casualty Insurance Company ("Company") joins in this Agreement to
the extent needed to enable the Corporation to discharge its
obligations under this Agreement.
 
                   ARTICLE 1 TERM OF AGREEMENT
 
This Agreement will remain in effect from the Effective Date
until December 1, 2010 ("Term"), unless it terminates at an
earlier date as provided below or is extended as described in
this article.
 
                  ARTICLE 2 EXECUTIVE'S DUTIES
 
2.01 During the Term (but subject to Section 5.05), Executive
agrees:
 
     [1]  Consistent with implementation of the Transition Plan
     described in Section 2.01[2], to serve as President and
     Chief Executive Officer of the Corporation and to perform
     the services customarily performed by persons in similar
     executive capacities.
 
     [2]  Subject to Section 5.05, to discharge any other duties
     and responsibilities that the Corporation's Board of
     Directors ("Board") assigns to him from time to time,
     including facilitating a transfer, as appropriate and
     consistent with Board guidelines, of his titles and
     responsibilities to a successor President and Chief
     Executive Officer  ("Transition Plan").
 
     [3]  To serve as an officer and, if elected, as a director
     of the Corporation, the Company and any other entity that is
     related through common ownership to the Corporation (all
     entities related through common ownership to the Corporation
     are called "Affiliates" and the Corporation and all
     Affiliates are called "Group").
 
     [4]  Except for periods of absence because of illness,
     vacations of reasonable duration and any leaves of absence
     approved by the Board or during the pendency of any disputes
 
 
                               1
 
<PAGE>
 
 
     arising under Sections 5.04 and 5.05, to:
 
          [a]  Devote his full attention and energies to
          promoting the Group's business;
 
          [b]  Fulfill the obligations described in this
               Agreement; and
 
          [c]  Exercise the highest degree of loyalty and the
          highest standards of conduct in the performance of his
          duties.
 
     [5]  In addition to the obligations described in Article 6,
     not to engage in any other business activity, whether or not
     for gain, profit or other pecuniary advantage, that does
     not involve promoting the Corporation's, the Group's or any
     Group member's business.  However, Executive may serve as a
     director of companies that are not Group members if that
     service:
 
          [a]  Does not violate any term or condition of this
          Agreement;
 
          [b]  Does not injure the Group or any Group member;
 
          [c]  Is not prohibited by law or by rules adopted by
          any Group member; and
 
          [d]  Is approved in advance by the Board.
 
2.02 The restrictions described in Section 2.01[5] will not be
construed to prevent Executive from:
 
     [1]  Investing his personal assets in [a] businesses that do
     not compete or do business with any Group member and do not
     require Executive to perform any services connected with the
     operation or affairs of the businesses in which the
     investment is made or [b] stocks or corporate securities
     described in Section 6.02 but subject to the limits
     described in that section; or
 
     [2]  Participating in, or serving as a trustee or director
     of, civic and charitable organizations or activities, but
     only if this activity does not interfere with the
     performance of his duties under this Agreement.
 
2.03 Consistent with the Transition Plan, Executive will have a
direct reporting relationship to the Board.
 
               ARTICLE 3 EXECUTIVE'S COMPENSATION
 
3.01 During the Term and subject to this section and to
Article 5:
 
     [1]  The Corporation will pay to the Executive a "Base
     Salary" at an annualized rate of $700,000, prorated to
     reflect partial calendar months and years of employment and
     paid in installments that correspond with the Corporation's
     normal payroll practices.  During the Term, Base Salary will
     not be reduced below $700,000 without the
 
 
                               2
 
<PAGE>
 
     Executive's written consent but may be increased during the
     Term at the discretion of the Board's Executive Compensation
     Committee.
 
     [2]  Executive may participate in any long-term or short-
     term bonus program that the Corporation adopts or maintains
     during the Term for its senior executives.  The amount of
     and conditions placed on Executive's participation in these
     programs and on the bonus amount will be established by the
     Corporation subject to the terms of the plan or program
     through which it may be earned and other related documents
     and procedures governing that grant.
 
     [3]  Executive may participate in the employee and
     retirement benefit programs (whether or not tax-qualified)
     provided to the Corporation's senior executives (subject to
     the terms and conditions of the programs, a description of
     each of which has been given to the Executive), as these
     programs may from time to time be amended or modified by the
     Board or the Board's Executive Compensation Committee.
 
     [4]  Executive will receive the perquisites that are made
     available to the Corporation's other senior executives and
     also will receive an additional allowance (not to exceed
     $15,000 for any calendar year) to be applied against the
     cost of the Executive's financial, tax and estate planning.
 
     [5]  To the extent possible without generating excise tax
     and other penalties and interest under Section 409A of the
     Internal Revenue Code of 1986 ("Code"), the Executive may
     elect to receive any benefits accrued under The Ohio
     Casualty Insurance Company Benefit Equalization Plan
     ("Benefit Equalization Plan") in installments (or other
     distribution schedule he may elect under the terms of the
     Benefit Equalization Plan) under procedures (and subject to
     reasonable terms, including terms relating to the payment of
     "earnings" on deferred distributions) that may be adopted
     without generating excise tax and other penalties and
     interest under Code Section 409A.
 
Any items of compensation (including equity grants) that were
accrued under the Prior Agreement but which have not been fully
earned (or, in the case of equity grants, are not exercisable or
are exercisable but have not been exercised) on the Effective
Date will continue to be subject to the terms of the Prior
Agreement and the plans (and other related documents and
procedures) through which that compensation (including equity
grants) were provided or granted.
 
3.02 Subject to the terms of this section, Article 5 of this
Agreement, the terms of the Ohio Casualty Corporation 2005
Incentive Plan ("2005 Incentive Plan") and a separate Award
Agreement issued under the 2005 Incentive Plan:
 
     [1]  At the Effective Date or as soon as possible after the
     Effective Date, the Company will grant to the Executive
     stock appreciation rights ("SARs") with respect to 250,000
     shares of the Company's common stock, subject to the terms
     of the Award Agreement which is attached to and made part of
     this Agreement.  As soon as practicable after the Board's
     first regular meeting in 2006, the Company will grant to the
     Executive SARs with respect to 100,000 shares of the
     Company's stock subject to the terms of the Award
 
 
                               3
 
<PAGE>
 
     Agreement prepared in connection with that grant (which, other
     than the number of SARs specified, will be substantially
     similar to the attached Award Agreement).  The Award Agreements
     will specify the number of SARs issued on each Grant Date, the
     Grant Date, the exercise price associated with the SARs granted.
     Each Award Agreement also will provide that the SARs will be
     exercisable three years after the Grant Date specified in each
     Award Agreement.
 
     [2]  At the Effective Date or as soon as possible after the
     Effective Date, the Company will grant to the Executive
     75,000 shares of restricted stock through the 2005 Incentive
     Plan, subject to the terms of the Award Agreement which is
     attached to and made a part of this Agreement.    The Award
     Agreement will specify the number of shares of restricted
     stock issued on each Grant Date, the Grant Date and the
     percentage of the restricted shares that will vest annually.
     Also, the Award Agreement will provide that, at any time,
     the Corporation may (but is not required to) accelerate the
     vesting of all or a portion of these restricted shares to
     the extent that it concludes that the Transition Plan has
     been successfully implemented.  This award is made in the
     expectation that the Executive will prepare for the Board's
     approval the Transition Plan described in Section 2.01[2] no
     later than December 31, 2008 and will fully cooperate in the
     implementation of that Transition Plans during the remainder
     of the Term of this Agreement.
 
3.03 All payments due under this section will be:
 
     [1]  Paid in accordance with the Corporation's payroll
     procedures (in the case of Base Salary) or on the date
     payable under the terms relating to terminations of
     employment for similar reasons contained in the program on
     which they are based; but
 
     [2]  Except in the circumstances contemplated under
     Section 5.06, if the Corporation reasonably anticipates that
     its deduction of any amount payable under this section will
     be limited or eliminated by application of Code Section
     162(m), the amount subject to that reduction or elimination
     will be paid as soon as administratively feasible after the
     January 15 of the first calendar year beginning after the
     Executive terminates or, if later, as soon as
     administratively feasible after the earliest date permitted
     under Code Section 409A(a)(2)(B)(i).
 
                       ARTICLE 4 EXPENSES
 
The Corporation will pay or reimburse the Executive for all
reasonable, ordinary and necessary expenses that he incurs to
perform his duties under this Agreement.  Reimbursement will be
made within 30 days after the date Executive submits appropriate
evidence of the expenditure (and all other information required
under the Corporation's business expense reimbursement policy) to
the Corporation and otherwise complies with reimbursement
procedures the Corporation applies to its other senior
executives.
 
  ARTICLE 5 TERMINATION OF EMPLOYMENT DURING TERM OF AGREEMENT
 
5.01 Termination of Employment Due to Death or Disability.
Except as otherwise provided in this Agreement and subject to any
restrictions imposed under Code Section 409A, the terms
 
 
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<PAGE>
 
of this section will apply if Executive dies or becomes Disabled
during the Term and before a written notice of termination is given
under any other section of this Agreement.  However, if the
Executive dies or becomes Disabled after a written notice of
termination has been given under Section 5.03, 5.05 or 5.06 (and
while that notice is still in effect), he or his beneficiary will
receive the amounts calculated under the section of this
Agreement under which that written notice of termination was
given but only if the payments described in the appropriate
section would have been due if the Executive had not died or
become Disabled, determined as if any "cure period" had expired on
the day before the date the Executive dies or becomes Disabled.
 
     [1]  This Agreement will terminate as of the date Executive
     dies or becomes Disabled and Corporation will pay or cause
     to be paid to Executive (or to his beneficiary if Executive
     is dead):
 
          [a]  Any unpaid installments of his Base Salary,
          calculated to the end of the payroll period during
          which he terminates employment because of death or
          Disability;
 
          [b]  The value of any accrued but unused vacation,
          calculated to the end of the payroll period during
          which he terminates employment because of death or
          Disability (this value will be calculated by dividing
          the Base Salary by 365 and multiplying by the number of
          accrued but unused vacation days); and
 
          [c]  Any amounts Executive is entitled to receive under
          the terms of any employee benefit plan described in
          Section 3.01[3].
 
     [2]  All the Executive's outstanding stock options and other
     cash and equity incentive grants (including the awards
     described in Section 3.02) will be exercisable (and the
     restrictions imposed on the award described in
     Section 3.02[2] will lapse) to the extent provided under the
     terms  relating to terminations of employment for similar
     reasons contained in the plan and the award agreement
     through which they were granted.
 
     [3]  For purposes of this section, Executive will be deemed
     to have terminated employment on the date of his death or
     the date he is determined to have become Disabled.
 
     [4]  "Disability" has the same meaning given to the term
     under the Corporation's long-term disability plan as in
     effect on the Effective Date, whether or not Executive
     participates in that plan on the Effective Date and whether
     or not that plan has been amended or terminated before
     Executive's Disability arises.  However, if the event that
     results in the Executive's Disability arises before the end
     of the Term but is established after the end of the Term,
     the Executive will be entitled to the benefits provided
     under this section as if the Disability had been established
     before the end of the Term.
 
 
                               5
 
<PAGE>
 
 
     [5]  Except as otherwise provided in the program through
     which they are paid or in the Agreement, all amounts payable
     under this section will be:
 
          [a]  Paid in accordance with the Corporation's payroll
          procedures (in the case of Base Salary) or on the date
          payable under the terms relating to terminations of
          employment for similar reasons contained in the program
          on which they are based; and
 
          [b]  If Executive terminates on account of Disability
          but dies before all payments due under this section
          have been paid, the unpaid amount will be paid to
          Executive's beneficiary under the procedures described
          in Section 10.07 but
 
          [c]  Except in the circumstances contemplated under
          Section 5.06, if the Corporation reasonably anticipates
          that its deduction of any amount payable under this
          section will be limited or eliminated by application of
          Code Section 162(m), the amount subject to that
          reduction or elimination will be paid as soon as
          administratively feasible after the January 15 of the
          first calendar year beginning after the Executive
          terminates or, if later, as soon as administratively
          feasible after the earliest date permitted under
          Code Section 409A(a)(2)(B)(i).
 
5.02 Voluntary Termination of Employment Without Good Reason.
Executive may voluntarily terminate his employment at any time
during the Term without Good Reason (as defined in Section
5.05[7]) by giving the Corporation written notice of his
intention to do so.  This notice will be effective 180 days after
it is given unless the Parties mutually agree to accelerate this
termination date ("Voluntary Termination Date").  If Executive
voluntarily terminates his employment without Good Reason and
subject to Section 5.06 and to any restrictions imposed under
Code Section 409A, the terms of this section will apply
regardless of any other event (other than as provided in
Section 5.06) that occurs after the delivery of the notice of
intent to terminate without Good Reason.
 
     [1]  This Agreement will terminate on the Voluntary
     Termination Date and Corporation will pay or cause to be
     paid to Executive the sum of:
 
          [a]  Any unpaid installments of his Base Salary,
          calculated to the end of the payroll period during
          which his Voluntary Termination Date occurs;
 
          [b]  The value of any accrued but unused vacation,
          calculated to the end of the payroll period during
          which his Voluntary Termination Date occurs (this value
          will be calculated by dividing the Base Salary by 365
          and multiplying by the number of accrued but unused
          vacation days); and
 
          [c]  Any amounts Executive is entitled to receive under
          the terms of any employee benefit plan described in
          Section 3.01[3].
 
     [2]  All the Executive's outstanding stock options and other
     cash and equity incentive grants will be exercisable to the
     extent provided under the terms relating to terminations of
     employment for similar reasons contained in the plan and the
     award agreement through which they were granted.
 
 
                               6
 
<PAGE>
 
     [3]  Except as otherwise provided in the program through
     which they are paid or in the Agreement, all amounts payable
     under this section will be:
 
          [a]  Paid in accordance with the Corporation's payroll
          procedures (in the case of Base Salary) or on the date
          payable under the terms relating to comparable
          terminations of employment for similar reasons
          contained in the program on which they are based; and
 
          [b]  If Executive dies before all payments due under
          this section have been paid, the unpaid amount will be
          paid to Executive's beneficiary under the procedures
          described in Section 10.07; but
 
          [c]  Except in the circumstances contemplated under
          Section 5.06, if the Corporation reasonably anticipates
          that its deduction of any amount payable under this
          section will be limited or eliminated by application of
          Code Section 162(m), the amount subject to that
          reduction or elimination will be paid as soon as
          administratively feasible after the January 15 of the
          first calendar year beginning after the Executive
          terminates or, if later, as soon as administratively
          feasible after the earliest date permitted under
          Code Section 409A(a)(2)(B)(i).
 
5.03 Termination of Employment by Corporation Without Cause.  The
Corporation may terminate Executive's employment without Cause
(as defined in Section 5.04[4]) at any time during the Term by
giving Executive written notice of its intention to do so.  This
notice will be effective 90 days after it is given unless the
Parties mutually agree to accelerate this termination date
("Involuntary Termination Date") or the Corporation withdraws its
notice of termination without Cause and, subject to Section 5.06
and to any restrictions imposed under Code Section 409A, the
terms of this section will apply regardless of any other event
(other than as provided in Section 5.06) that occurs after the
delivery of the notice of intent to terminate the Executive
without Cause.
 
     [1]  This Agreement will terminate as of the Involuntary
     Termination Date;
 
     [2]  Corporation will pay or cause to be paid or made
     available to the Executive:
 
          [a]  Any unpaid installments of his Base Salary,
          calculated to the end of the payroll period during
          which his Involuntary Termination Date occurs;
 
          [b]  The value of any accrued but unused vacation,
          calculated to the end of the payroll period during
          which his Involuntary Termination Date occurs (this
          value will be calculated by dividing the Base Salary by
          365 and multiplying by the number of accrued but unused
          vacation days);
 
          [c]  The Base Salary at the rate then in effect for the
          shorter of [i] the duration of the Term or [ii[ 24
          months;
 
          [d]  200 percent of the "target" bonus the Executive
          would have received under the Corporation's Annual
          Incentive Plan if his employment had continued through
          the end of the measurement period during which his
          Involuntary
 
 
                               7
 
<PAGE>
 
          Termination Date occurs, whether or not the performance
          objectives associated with that bonus are met at the end
          of the measurement period; and
 
          [e]  Medical, dental and life insurance coverage
          comparable to that in effect on the Involuntary
          Termination Date for 18 months under the terms
          (including the allocation of premium amounts between
          the Executive and the Corporation) in effect on the
          Involuntary Termination Date.
 
     [3]  All the Executive's outstanding stock options and other
     cash and equity incentive grants will be exercisable to the
     extent provided under the terms relating to terminations for
     similar reasons contained in the plan and the award
     agreements through which they were granted.
 
     [4]  Executive will receive any other benefits he is
     entitled to receive under the terms of any benefit program
     described in Section 3.01[3].
 
     [5]  Executive will receive the difference between [a] the
     amount he would have received at the end of any performance
     cycle established under Section 11.00 of the 2005 Incentive
     Plan had his employment continued until December 1, 2010 and
     assuming that the applicable performance goals established
     for that performance cycle are met on or before December 1,
     2010 minus [b] the amount distributed under Section 5.03[3]
     on account of the same performance cycle.  This amount will
     be paid at the same time other distributions are made on
     account of that performance cycle and in the form specified
     in the associated award agreement.
 
     [6]  Except as otherwise provided in the program through
     which they are paid or in the Agreement, all amounts payable
     under this section will be:
 
          [a]  Paid in accordance with the Corporation's payroll
          procedures (in the case of Base Salary) or on the date
          payable under the terms relating to comparable
          terminations of employment for similar reasons
          contained in the program on which they are based; and
 
          [b]  If Executive dies before all payments due under
          this section have been paid, the unpaid amounts will be
          paid to Executive's beneficiary under the procedures
          described in Section 10.07; but
 
          [c]  Except in the circumstances contemplated under
          Section 5.06, if the Corporation reasonably anticipates
          that its deduction of any amount payable under this
          section will be limited or eliminated by application of
          Code Section 162(m), the amount subject to that
          reduction or elimination will be paid as soon as
          administratively feasible after the January 15 of the
          first calendar year beginning after the Executive
          terminates or, if later, as soon as administratively
          feasible after the earliest date permitted under
          Code Section 409A(a)(2)(B)(i).
 
5.04 Termination of Employment by Corporation for Cause.  The
Corporation may terminate Executive's employment for Cause at any
time during the Term by giving Executive written notice of its
intention to do so.  This notice will be effective on the date it
is given ("For
 
                               8
 
<PAGE>
 
Cause Termination Date").  If this notice is given, subject to any
restrictions imposed under Code Section 409A, the terms of this
section will apply regardless of any other event that may occur
after the delivery of the written notice of termination for Cause.
 
     [1]  This Agreement will terminate as of the For Cause
     Termination Date;
 
     [2]  Subject to any restrictions imposed under Code Section
     409A, Corporation will pay or cause to be paid or made
     available to the Executive:
 
          [a]  Any unpaid installments of his Base Salary,
          calculated to the end of the payroll period during
          which the For Cause Termination Date occurs;
 
          [b]  The value of any accrued but unused vacation,
          calculated to the end of the payroll period during
          which the For Cause Termination Date occurs (this value
          will be calculated by dividing the Base Salary by 365
          and multiplying by the number of accrued but unused
          vacation days); and
 
          [c]  Any amounts Executive is entitled to receive under
          the terms of any employee benefit plan described in
          Section 3.01[3].
 
     [3]  All the Executive's outstanding stock options and other
     cash and equity incentive grants will be exercisable to the
     extent provided under the terms  relating to terminations of
     employment for similar reasons contained in the plan and the
     award agreements through which they were granted.
 
     [4]  "Cause" includes any violation of applicable securities
     laws (including the Sarbanes-Oxley Act of 2002), any act of
     fraud, intentional misrepresentation, embezzlement,
     misappropriation or conversion of any asset or business
     opportunity of the Company, the Corporation or any Group
     member; conviction of, or entering into a plea of nolo
     contendere to, a felony; intentional, repeated or continuing
     violation of any of the Company's or the Corporation's
     policies or procedures that occurs or continues after notice
     to the Executive that he has materially violated a Company
     or Corporation policy or procedure; or any breach of a
     written covenant or agreement with the Company, the
     Corporation or any Group member, including the terms of this
     Agreement (other than failure to perform the duties
     described in Section 2.01 because of death, Disability,
     termination of employment, in connection with implementation
     of the Transition Plan or in connection with an event
     alleged to constitute Good Reason).
 
     [5]  This section also will apply if, after a notice of
     intent to terminate has been delivered under any other
     section of this Agreement (whether delivered by the
     Corporation or the Executive), the Corporation discovers an
     event or act that [a] if known would have constituted a
     basis for a termination for Cause and [b] the Executive
     actively concealed or could not have been discovered earlier
     through application by the Corporation of reasonable
     diligence.
 
 
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<PAGE>
 
     [6]  Except as otherwise provided in the program through
     which they are paid or in the Agreement, all amounts payable
     under this section will be:
 
          [a]  Paid in accordance with the Corporation's payroll
          procedures (in the case of Base Salary) or on the date
          payable under the terms relating to comparable
          terminations of employment for similar reasons
          contained in the program on which they are based; and
 
          [b]  If Executive dies before all payments due under
          this section have been paid, the unpaid amount will be
          paid to Executive's beneficiary under the procedures
          described in Section 10.07; but
 
          [c]  Except in the circumstances contemplated under
          Section 5.06, if the Corporation reasonably anticipates
          that its deduction of any amount payable under this
          section will be limited or eliminated by application of
          Code Section 162(m), the amount subject to that
          reduction or elimination will be paid as soon as
          administratively feasible after the January 15 of the
          first calendar year beginning after the Executive
          terminates or, if later, as soon as administratively
          feasible after the earliest date permitted under
          Code Section 409A(a)(2)(B)(i).
 
5.05 Termination of Employment by Executive for Good Reason.
Executive may terminate his employment at any time during the
Term for Good Reason by giving the Corporation written notice of
his intention to do so.  This notice must describe, in reasonable
detail, the reasons for which Executive believes he has Good
Reason to terminate this Agreement.  If, during the ensuing 60
days ("Cure Period"), the Corporation cures the condition cited
by Executive, no termination will occur under this section.
However, if the Corporation does not cure the condition cited by
Executive during the Cure Period, this Agreement will terminate
at the end of the Cure Period ("Good Reason Termination Date")
and, subject to Section 5.06 and to any restrictions imposed
under Code Section 409A, the terms of this section will apply
regardless of any other event (other than as provided in
Section 5.06) that occurs after the delivery of the written
notice of intent to terminate for Good Reason.
 
     [1]  This Agreement will terminate as of the Good Reason
     Termination Date;
 
     [2]  Corporation will pay or make available:
 
          [a]  Any unpaid installments of his Base Salary,
          calculated to the end of the payroll period during
          which his Good Reason Termination Date occurs;
 
          [b]  The value of any accrued but unused vacation,
          calculated to the end of the payroll period during
          which his Good Reason Termination Date occurs (this
          value will be calculated by dividing the Base Salary by
          365 and multiplying by the number of accrued but unused
          vacation days);
 
          [c]  The Base Salary at the rate then in effect for the
          shorter of [i] the duration of the Term or [ii] 24
          months;
 
                               10
 
<PAGE>
 
          [d]  200 percent of the "target" bonus the Executive
          would have received under the Corporation's Annual
          Incentive Plan if his employment had continued through
          the end of the measurement period during which his Good
          Reason Termination Date occurs, whether or not the
          performance objectives associated with that bonus are
          met at the end of the measurement period; and
 
          [e]  Medical, dental and life insurance coverage
          comparable to that in effect on the Involuntary
          Termination Date for 18 months under the terms
          (including the allocation of premium amounts between
          the Executive and the Corporation) in effect on the
          Good Reason Termination Date.
 
     [3]  All the Executive's stock outstanding options and other
     cash and equity incentive grants will be exercisable to the
     extent provided under the terms relating to terminations of
     employment for similar reasons contained in the plan and the
     award agreement through which they were granted.
 
     [4]  Executive will receive any other benefits he is
     entitled to receive under the terms of any benefit program
     described in Section 3.01[3].
 
     [5]  Executive will receive the difference between [a] the
     amount he would have received at the end of any performance
     cycle established under Section 11.00 of the 2005 Incentive
     Plan had his employment continued until December 1, 2010 and
     assuming that the applicable performance goals established
     for that performance cycle are met on or before December 1,
     2010 minus [b] the amount distributed under Section 5.05[3]
     on account of the same performance cycle.  This amount will
     be paid at the same time other distributions are made on
     account of that performance cycle and in the form specified
     in the associated award agreement.
 
     [6]  Except as otherwise provided in the program through
     which they are paid or in the Agreement, all amounts payable
     under this section will be:
 
          [a]  Paid in accordance with the Corporation's payroll
          procedures (in the case of Base Salary) or on the date
          payable under the terms relating to comparable
          terminations of employment for similar reasons
          contained in the program on which they are based; and
 
          [b]  If Executive dies before all payments due under
          this section have been paid, the unpaid amounts will be
          paid to Executive's beneficiary under the procedures
          described in Section 10.07; but
 
          [c]  Except in the circumstances contemplated under
          Section 5.06, if the Corporation reasonably anticipates
          that its deduction of any amount payable under this
          section will be limited or eliminated by application of
          Code Section 162(m), the amount subject to that
          reduction or elimination will be paid as soon as
          administratively feasible after the January 15 of the
          first calendar year beginning after the Executive
          terminates or, if later, as soon as administratively
          feasible after the earliest date permitted under
          Code Section 409A(a)(2)(B)(i).
 
                               11
 
<PAGE>
 
     [7]  The term "Good Reason" means, without Executive's
     express prior written consent, the occurrence of any one or
     more of the following events (Executive will be deemed to
     have given his written consent to any of these events if, in
     his capacity as a senior executive officer, he participates,
     or is entitled to participate, in the decision making
     process that leads to the occurrence of any of the following
     events):
 
          [a]  Other than as part of any Transition Plan
          unrelated to a Change in Control, [i] a material
          reduction in Executive's duties, responsibilities or
          status with respect to the Corporation, as compared to
          those in effect on the Effective Date or any more
          senior duties to which he is promoted after the
          Effective Date; [ii] deprivation of Executive of both
          the titles of President and CEO of the Corporation;
          [iii] the permanent assignment to Executive of duties
          materially inconsistent with Executive's office on the
          Effective Date.
 
          [b]  A requirement that Executive relocate his
          principal office or worksite (or the indefinite
          assignment of Executive) to a location more than 50
          miles distant from [i] the principal office or worksite
          to which he was permanently assigned as of the
          Effective Date or [ii] any location to which Executive
          is permanently assigned, with his consent, after the
          Effective Date.
 
          [c]  The failure of the Corporation to maintain
          Executive's relative level of coverage under the
          employee benefit or retirement plans, policies,
          practices or arrangements described in Section 3.01 as
          in effect on the Effective Date, both in terms of the
          amount of benefits provided and the relative level of
          the Executive's participation.  However, Good Reason
          will not arise under this subsection if the Corporation
          eliminates and/or modifies any of the programs
          described in Section 3.01 if (except as required by law
          or as needed to preserve the tax-character of the plan,
          policy, practice or arrangement) Executive's level of
          coverage under all the programs described in
          Sections 3.01[3] and 3.01[4] is at least as great as
          the coverage provided to other senior executives of the
          Corporation.
 
          [d]  A reduction in the Executive's "target" bonus
          opportunity under the Corporation's Annual Incentive
          Plan to a level that is less than 80% percent of the
          "target" bonus opportunity available for the last bonus
          cycle ending before the Effective Date.  However, this
          event will not constitute "Good Reason" if an
          equivalent reduction is uniformly applied to other of
          the Corporation's senior executives.
 
          [e]  Any material breach of this Agreement by or on or
          in behalf of the Corporation that is not cured by the
          Corporation within 60 days of its receipt of written
          notice describing the nature of the alleged breach.
 
5.06 Termination of Employment Following a Change in Control.
Amounts payable to the Executive upon a "Change in Control" will
be governed by a separate "Change in Control
 
 
                               12
 
<PAGE>
 
Agreement."  These benefits will be:
 
     [1]  Due under the same terms and subject to the same
     conditions that are incorporated from time to time in Change
     in Control agreements ("Change Agreement") made available to
     other of the Corporation's executives (a copy of which has
     been given to the Executive); but
 
     [2]  Will provide for the payments and benefits specified in
     the Change Agreement, although the severance multiple will
     be three times Base Salary.
 
5.07 Termination of Agreement for Any Other Reason.  Except as
provided in Section 5.06, this Agreement will terminate on the
last day of the Term and the Executive will be entitled only to
the benefits described in Section 5.02 as if the Executive had
terminated employment voluntarily and without Good Reason on the
date this Agreement terminates.
 
5.08 Effect of Other Severance Benefits.  Regardless of any other
provision of this Agreement, all amounts paid under this
Article 5 will be reduced by any amounts payable to Executive
from any other broad based severance program in which Executive
participates.
 
5.09 Effect of Code Section 409A.  Regardless of any other
section of this Agreement, if the Corporation (or any successor,
including another entity involved in a Change in Control with the
Corporation) unilaterally and without the Executive's specific
written consent takes (or fails to take) any action that
generates an excise tax under Code Section 409A, the Corporation
will distribute an additional amount sufficient to ensure that
the Executive (or the Executive's beneficiary, if appropriate)
retains an amount as large as the amount he would have retained
but for that action.  This undertaking applies to the effect of
the excise taxes arising under Code Section 409A as well as any
other excise taxes that might apply as a result of those taxes or
this reimbursement.
 
                    ARTICLE 6 NONCOMPETITION
 
6.01 For a period of 24 full calendar months after Executive's
employment terminates for any reason, he will not directly or
indirectly engage in, assist or have an active interest in
(whether as proprietor, partner, investor, shareholder, officer,
director or any type of principal whatsoever) or enter the
employment of or act as agent for or adviser or consultant to any
person or entity who is (or is about to become) engaged in any
business that competes with the Group anywhere within the United
States.
 
6.02 Section 6.01 does not prohibit Executive from purchasing,
for investment purposes only, any stock or other corporate
security that is listed on a national securities exchange or
quoted in any national market system (except as otherwise
provided in this Agreement), so long as such stock or other
corporate security owned by Executive does not represent more
than one percent of the market value or voting power of the total
stock or other corporate securities of that class.
 
6.03 Executive is not obligated to comply with the prohibitions
described in this article if the Corporation defaults in the
payment of any severance compensation or benefits owed under this
Agreement.
 
 
                               13
 
<PAGE>
 
6.04 For a period of 24 full calendar months after Executive's
employment terminates for any reason, he will not, on his own
behalf or on behalf of any other person, partnership,
association, corporation or other entity, solicit or in any
manner attempt to influence or induce any employee of the Group
to leave the Group's employment nor will he use or disclose to
any person, partnership, association, corporation or other entity
any information obtained while an employee of the Corporation
concerning the names and addresses of the Group's employees.
 
6.05 Executive recognizes that he has access to and knowledge of
certain confidential and proprietary information of the Group
that is essential to the performance of his duties under this
Agreement.  Executive agrees that he will not, during or after
the term of his employment by the Corporation, in whole or in
part, disclose this information to any person, firm, corporation,
association or other entity for any reason or purpose whatsoever,
nor shall he make use of any such information for his own
purposes.
 
6.06 The Parties recognize that the Group will have no adequate
remedy at law for breach by Executive of the restrictions imposed
by this article and that the Group could suffer substantial and
irreparable damage if Executive breaches any of these
restrictions.  For this reason, Executive agrees that, if
Executive breaches any of the restrictions imposed under this
article, the Group, in addition to the right to seek monetary
damages, may seek a temporary and/or permanent injunction to
restrain any breach or threatened breach of these restrictions or
a decree of specific performance, mandamus or other appropriate
remedy to enforce compliance with the restrictions imposed under
this article.
 
                    ARTICLE 7 INDEMNIFICATION
 
The Corporation will indemnify Executive (including his heirs,
executors and administrators) to the fullest extent permitted
under the Corporation's Regulations and Ohio law.
 
                ARTICLE 8 ASSIGNMENT OF AGREEMENT
 
8.01 Except as specifically provided in this section, the
Corporation may not assign this Agreement to any person or entity
that is not a member of the Group.  However, this Agreement may
and will be assigned or transferred to, and will be binding upon
and inure to the benefit of, any successor of the Corporation, in
which case this Agreement will be interpreted and applied by
substituting that successor for the "Corporation" under the terms
of this Agreement.  For these purposes, "successor" means any
person, firm, corporation or business entity which at any time,
whether by merger, purchase or otherwise acquires all or
substantially all of the assets or the business of the
Corporation.
 
8.02 Because the services to be provided by Executive to the
Corporation under this Agreement are personal to him, Executive
may not assign the duties allocated to him under this Agreement
to any other person or entity.  However, this Agreement will
inure to the benefit of and be enforceable by Executive's
personal or legal representatives, executors and administrators,
successors, heirs, distributees, devisees, and legatees to the
extent of any amounts payable to Executive that are due to
Executive upon his death.
 
 
                               14
 
<PAGE>
 
 
                  ARTICLE 9 DISPUTE RESOLUTION
 
9.01 The Parties agree that arbitration will be the exclusive
means of resolving all disputes or questions arising out of or
relating to this Agreement (except that nothing included in this
Article 9 prevents the Corporation from seeking injunctive or
other equitable relief if there is a breach or threatened breach
of any of the restrictions described in Article 6).  Any
arbitration proceeding will be conducted before a panel of three
arbitrators, one appointed by the Corporation, a second appointed
by Executive and a third appointed by those two arbitrators.  Any
arbitration may be initiated by either Party by written notice to
the other Party specifying the subject of the requested
arbitration and appointing that Party's arbitrator.
 
9.02 The arbitration will take place in Cincinnati, Ohio and will
be conducted in accordance with the rules of the American
Arbitration Association in effect when the arbitration begins.
Any determination or award made or approved by at least two of
the arbitrators will be final and binding on the Parties.
Judgment upon any award made in any arbitration may be entered
and enforced in any court having competent jurisdiction.
 
9.03 The Corporation will bear the arbitrator's fee and other
costs associated with any arbitration, unless the arbitrator,
acting under Federal Rule of Civil Procedure 54(b), elects to
award these fees to the Corporation.
 
                  ARTICLE 10 MISCELLANEOUS
 
10.01 Any notices, consents, requests, demands, approvals or
other communications to be given under this Agreement must be
given in writing and must be sent by registered or certified
mail, return receipt requested, to Executive at the last address
he has filed in writing with the Corporation or, in the case of
the Corporation, to the chairman of the Board at the
Corporation's principal offices.
 
10.02 This Agreement supersedes any prior agreements or
understandings, oral or written, between the Parties, or between
Executive and the Corporation, with respect to the subject matter
described in this Agreement and constitutes the entire agreement
of the Parties with respect to any matter covered in this
Agreement.
 
10.03 This Agreement may not be varied, altered, modified,
canceled, changed or in any way amended except by written
agreement of the Parties.
 
10.04 If any provision or portion of this Agreement is
determined to be invalid or unenforceable for any reason, the
remaining provisions of this Agreement will remain in full force
and effect.
 
10.05 This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but
all of which together will constitute one and the same Agreement.
 
10.06 The Corporation will withhold from any benefits payable
under this Agreement all federal, state, city or other taxes as
required by any applicable law or governmental regulation or
ruling.
 
 
                               15
 
<PAGE>
 
10.07 Executive may designate one or more persons or entities
as the primary and/or contingent beneficiaries of any amounts to
be received under this Agreement that are unpaid when Executive
dies.  This designation must be written and presented in a form
acceptable to the Board or the Board's designee, if appropriate,
or in the form required by any affected benefit plan or program.
Subject to any rules prescribed by the Board, its designee or the
affected benefit plan or program, Executive may make or change
his designation at any time.
 
10.08 Failure to insist upon strict compliance with any of
the terms, covenants or conditions described in this Agreement
will not constitute a waiver of that or any other term, covenant
or condition nor will any such failure constitute a waiver or
relinquishment of the Party's right to insist subsequently on
strict compliance of the affected (and all other) terms,
covenants or conditions of this Agreement.
 
10.09 To the extent not preempted by federal law, the
provisions of this Agreement will be construed and enforced in
accordance with the laws of the state of Ohio.
 
10.10 This Agreement may be amended only by mutual written
agreement of the Parties.  However, by signing this Agreement,
the Executive agrees, without any further consideration, to
consent to any amendment necessary to avoid penalties under
Code Section 409A.
 
IN WITNESS WHEREOF, the Parties have executed this Agreement, as
of December 1, 2005.
 
THE OHIO CASUALTY INSURANCE COMPANY
 
     By:
         -------------------------------------
 
           Stanley N. Pontius, Chairman
 
 
OHIO CASUALTY CORPORATION
 
     By:
         -------------------------------------
 
           Stanley N. Pontius, Lead Director
 
 
DAN R. CARMICHAEL
 
 
     -----------------------------------------
 
 
 
                               16

 

 

 

 
 
 
 
 
Exhibit 10.4
 
 
                         OHIO CASUALTY CORPORATION
                         -------------------------
 
                        CHANGE IN CONTROL AGREEMENT
                        ---------------------------
 
This Agreement between Dan R. Carmichael ("Employee"), the Ohio Casualty
Corporation, an Ohio corporation ("Corporation") and The Ohio Casualty
Insurance Company ("Company"), is effective December 1, 2005 ("Effective
Date") and, except as specifically provided in this document, supersedes
all agreements of similar import between the Employee, the Corporation and
the Company (collectively, the "Parties").  This agreement is entered into
simultaneously with an employment agreement ("Employment Agreement")
between the Parties, although it is a separate agreement.
 
                               1.00 PURPOSE
 
The Corporation and the Company believe that [1] a sound and stable
management team is essential to promoting the best interests of the Group
and the Corporation's shareholders, [2] as is the case with many publicly
held corporations, a Change in Control may materially alter the Group's
structure and adversely affect managers' employment security,
[3] appropriate steps should be taken to enable certain managers, including
the Employee, to devote their full and continued attention to the Group's
business affairs during the crucial (and often tumultuous) period preceding
and immediately following a Change in Control and [4] subject to the terms
of this Agreement, these objectives can best be met by providing the
Employee with the severance payments described in this Agreement.
 
                             2.00 DEFINITIONS
 
When used in this Agreement, the following terms will have the meanings
given to them in this section unless another meaning is expressly provided
elsewhere in this Agreement.  When applying these definitions, the form of
any term or word will include any of its other forms and the word
"including" will mean "including, without limitation."
 
2.01 Board.  The board of directors of the Corporation.
 
2.02 Cause.  [1] Any act of fraud, intentional misrepresentation,
embezzlement, misappropriation or conversion by the Employee of the assets
or business opportunities of the Group, the Company, the Corporation, the
Employer or of any other Group Member, [2] conviction of the Employee of a
felony or intentional and repeated violations by the Employee of the
Employer's written policies or procedures, [3] the Employee's [a] willful
and continued refusal to substantially perform assigned duties (other than
any refusal resulting from incapacity due to physical or mental illness,
including Disability), [b] willful engagement in gross misconduct
materially and demonstrably injurious to any Group Member or [c] breach of
any term of this Agreement or [4] any intentional cooperation with any
party attempting to effect a Change in Control unless [a] the Board has
approved or ratified that action before the Change in Control or [b] that
cooperation is required by law.  However, [5] Cause will not arise
[a] solely because the Employee is absent from active employment during
periods of vacation, consistent with the Employer's applicable vacation
policy, or other period of absence initiated by the Employee and approved
by the Employer or [b] due to any event that constitutes Good Reason.
 
 
                                      1
 
<PAGE>
 
2.03 Change in Control.
 
     [1]  Subject to the rules of application described in Section 2.03[2],
     the date on which the earliest of the following events occurs:
 
          [a]  After the Effective Date, an event that would be required to
          be reported as a change in control for purposes of the Exchange
          Act.
 
          [b]  During any 24-consecutive-calendar-month period ending after
          the Effective Date, there is a change in a majority of the Board;
          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 24-consecutive-calendar-month period will be
          disregarded in determining if there has been a change in the
          majority of the Board.
 
          [c]  During any 12-consecutive-calendar month period beginning
          after the Effective Date, any entity or "person," [including a
          "group" as contemplated by Exchange Act Sections 13(d)(3) and
          14(d)(2)] is or becomes the "beneficial owner" [as defined in
          Rule 13d-3 under the Exchange Act], through a tender offer or
          otherwise, of Common Shares representing more than 20 percent or
          more of the combined voting power of the Corporation's then
          outstanding Common Shares.  However, this element of this
          definition will be applied without regard to the effect of any
          redemption of Common Shares by the Corporation or the acquisition
          of Common Shares by any Group Member and, solely for purposes of
          applying this subsection 2.03[1][c], after ignoring any Common
          Shares acquired:
 
               [i]  By any employee benefit plan maintained by any Group
               Member;
 
               [ii] Directly, through an equity compensation plan
               maintained by any Group Member;
 
               [iii]     Directly, through inheritance, gift, bequest or by
               operation of law on the death of an individual; or
 
               [iv] By any entity or "person" [including a "group" as
               contemplated by Exchange Act Sections 13(d)(3) and 14(d)(2)]
               with respect to which that acquirer has filed SEC Schedule
               13G indicating that the Common Shares were not acquired and
               are not held for the purpose of or with the effect of
               changing or influencing, directly or indirectly, the
               Corporation's management or policies, unless and until that
               entity or person indicates that its intent has changed by
               filing SEC Schedule 13D.
 
          [d]  After the Effective Date, any entity or "person," [including
          a "group" as contemplated by Exchange Acts Sections 13(d)(3) and
          14(d)(2) and, in the aggregate, all employee pension benefit
          plans, as defined in Section 3(3) of the Employee Retirement
          Income Security Act of 1974, as amended, maintained by any Group
          Member] is or becomes the "beneficial owner" [as defined in Rule
          13d-3 under
 
                                      2
 
 
<PAGE>
 
          the Exchange Act], through a tender offer or otherwise, of Common
          Shares representing more than 50 percent or more of the combined
          voting power of the Corporation's then outstanding Common Shares.
 
          [e]  After the Effective Date, the Corporation's shareholders
          approve a definitive agreement to merge or combine the
          Corporation with or into another entity, a majority of the
          directors of which were not members of the Board immediately
          before the merger and in which the Corporation's shareholders
          will hold less than 50 percent of the voting power of the
          surviving entity.  When applying this element of this definition,
          shareholders will be determined immediately before and
          immediately after the merger or combination
 
          [f]  Within any 12-consecutive-calendar-month period ending after
          the Effective Date, any entity or "person" [including a "group"
          as contemplated by Exchange Act Sections 13(d)(3) and 14(d)(2)
          and Code Section 280G] acquires, either directly or as a
          "beneficial owner" [as defined in Rule 13d-3 under the Exchange
          Act] of another entity or person, Group assets having a total
          gross fair market value equal to or greater than 50 percent of
          the book value of the Group's assets.  For purposes of this
          definition, "book value" will be established on the basis of the
          latest consolidated financial statement the Corporation filed
          with the Securities and Exchange Commission before the date any
          12-consecutive-calendar-month measurement period began.  However,
          except as otherwise provided in this section, this element of
          this definition will be applied after ignoring:
 
               [i]  Any transfer of assets to an entity, more than 50
               percent of the total value or voting power of which is owned
               by one or more Group Members; or
 
               [ii] Any transfer of assets to any entity or "person"
               [including a "group" as contemplated by Exchange Act
               Sections 13(d)(3) and 14(d)(2)] that, immediately before the
               transfer, owns, directly or as a "beneficial owner" [as
               defined in Rule 13d-3 under the Exchange Act], more than 50
               percent of the total value or voting power of the
               Corporation's outstanding securities.
 
     [2]  For purposes of applying all parts of this definition, [a] Common
     Shares owned or acquired by the Employee or by any other entity or
     "person" [including a "group" as contemplated by Exchange Act Sections
     13(d)(3) and 14(d)(2)] acting in concert with the Employee will be
     disregarded, [b] any transfer of assets to the Employee or to (or
     merger of the Corporation with) any other entity or "person"
     [including a "group" as contemplated by Exchange Act Sections 13(d)(3)
     and 14(d)(2)] acting in concert with the Employee will be disregarded
     and [c] the constructive ownership rules of Code Section 318(a) will
     be applied to determine share ownership.
 
2.04 Code.  The Internal Revenue Code of 1986, as amended, or any successor
statute.
 
 
                                      3
 
<PAGE>
 
2.05 Common Shares.  The Corporation's common shares or any security issued
in substitution, exchange or in place of the Corporation's common shares.
 
2.06 Confidential Information.  Any and all information (other than
information in the public domain) related to the Group's business or that
of any Group Member, including all processes, inventions, trade secrets,
computer programs, technical data, drawings or designs, information
concerning pricing and pricing policies, marketing techniques, plans and
forecasts, new product information, information concerning methods and
manner of operations and information relating to the identity and location
of all past, present and prospective agents and policy holders.
 
2.07 Date of Termination.  Except as otherwise provided in this Agreement:
 
     [1]  If the Employee is Terminated at or after reaching Retirement Age
     or because of Disability or for Cause, the date specified in the
     Notice of Termination;
 
     [2]  If the Employee dies, the date of death;
 
     [3]  If the Employee is Terminated for Good Reason, the date specified
     in the Notice of Termination;
 
     [4]  If the Employee Terminates after Retirement Age or is Terminated
     for any reason other than Retirement, Cause, Disability, death or Good
     Reason, the date on which a Notice of Termination is given; or
 
     [5]  If the Employer Terminates the Employee without giving a Notice
     of Termination, the date on which that Termination is effective.
 
However, if either Party utilizes the procedures described in Section 7.03
to dispute the basis on which the Employee's employment is being
terminated, the Date of Termination will be established by the adjudicator
acting under Section 7.03 but will never be later than the last day of the
Employee's active employment as an employee of all Group Members.
 
2.08 Disability.  A disability as defined in Code Section 22(e)(3).
 
2.09 Effective Period.  Except as otherwise provided in this Agreement, the
shorter of [1] 24 consecutive calendar months beginning after a Change in
Control occurring during the Term, even if that period extends beyond the
Term or [2] the remaining term of the Employment Agreement (or any
successor employment agreement) at the date of a Change in Control.
 
2.10 Employee Obligation Payment.  A lump sum equal in value to the
obligations the Employee assumes under Section 3.05.  This amount will
consist of [1] the larger of [a] the annualized base salary the Employee
was receiving on the Date of Termination or [b] the annualized salary the
Employee was receiving on the date of the Change in Control, multiplied by
[2] 100 percent.
 
2.11 Employer.  The Group Member by which the Employee is directly employed
on the date of any event, act or occurrence described in this Agreement,
including execution of this
 
 
                                      4
 
<PAGE>
 
Agreement.  If, without incurring a Termination, the Employee becomes an
employee of a Group Member other than the Employer, that Group Member will
automatically become the Employee's "Employer" under this Agreement and will
be fully liable, as the Employee's Employer, for all obligations arising
under this Agreement, including the payment of any amount described in
Section 5.00 that becomes due during the course of that employment
relationship.
 
2.12 Exchange Act.  The Securities Exchange Act of 1934, as amended, or any
successor statute.
 
2.13 Good Reason.  Any of the following to which the Employee has not
consented in writing:
 
     [1]  At any time after a Change in Control and as of any time during
     the Effective Period, any breach of this Agreement of any nature
     whatsoever by or on behalf of the Group or any Group Member;
 
     [2]  At any time after a Change in Control and as of any time during
     the Effective Period, a reduction in the Employee's title, duties,
     responsibilities or status, as compared to either [a] the Employee's
     title, duties, responsibilities or status immediately before a Change
     in Control or [b] any enhanced or increased title, duties,
     responsibilities or status assigned to the Employee after the Change
     in Control;
 
     [3]  At any time after a Change in Control and as of any time during
     the Effective Period, the permanent assignment to the Employee of
     duties that are inconsistent with [a] the Employee's office
     immediately before the date of a Change in Control or [b] any more
     senior office to which the Employee is promoted after a Change in
     Control;
 
     [4]  During any calendar year ending after a Change in Control and as
     of any time during the Effective Period, a 15 percent (or larger)
     reduction (other than a reduction that is attributable to any
     [a] Termination for [i] death, [ii] Termination after reaching
     Retirement Age, [iii] Disability or [iv] Cause, [b] voluntary
     Termination by the Employee other than for Good Reason attributable to
     an event or condition arising under other subsections of this
     definition or [c] for any period of temporary absence initiated by the
     Employee and approved by the Employer) in the highest of [d] the
     Employee's total cash compensation for the preceding calendar year
     (including base salary, bonus potential, employee benefits and fringe
     benefits) or, if higher, [e] the Employee's total cash compensation
     for the last calendar year ending before the Change in Control
     (including base salary, bonus potential, employee benefits and fringe
     benefits) but [f] in both cases, determined without regard to any
     amounts, paid or payable, under Section 5.01[2] through 5.01[8];
 
     [5]  At any time after a Change in Control and as of any time during
     the Effective Period, a requirement that the Employee relocate to a
     principal office or worksite (or accept indefinite assignment) to a
     location more than 50 miles distant from [a] the principal office or
     worksite to which the Employee was assigned immediately before a
     Change in Control or [b] any location to which the Employee agreed, in
     writing, to be assigned after a Change in Control;
 
     [6]  At any time after a Change in Control and as of any time during
     the Effective Period, the imposition on the Employee of business
     travel obligations substantially
 
 
                                      5
 
<PAGE>
 
     greater than the Employee's business travel obligations during the
     12-consecutive-calendar-month period ending before the Change in
     Control but determined without regard to any special business travel
     obligations associated with activities relating to the Change in
     Control;
 
     [7]  At any time after a Change in Control and as of any time during
     the Effective Period, the Employer's [a] failure to continue in effect
     any material fringe benefit or compensation plan, retirement or
     deferred compensation plan, life insurance plan, health and accident
     plan, sick pay plan or disability plan in which the Employee is
     participating at the time of a Change in Control, [b] modification of
     any of the plans or programs just described that adversely affects the
     value of the Employee's benefits under those plans or [c] failure to
     provide the Employee, after a Change in Control, with the same number
     of paid vacation days to which the Employee is or becomes entitled at
     or anytime on or after a Change in Control under the terms of the
     Employer's vacation policy or program.  However, Good Reason will not
     arise under this subsection solely because [d] the Corporation or the
     Employer terminates or modifies any program after a Change in Control
     solely to comply with applicable law but only to the extent of the
     legally required change, [e] a plan or benefit program expires under
     self-executing terms contained in that plan or benefit program before
     the Change in Control or [f] the Corporation or the Employer replaces
     a plan or program with a successor plan or program of equal or
     equivalent value to the Employee;
 
     [8]  For the duration of any period of any absence from active
     employment that begins or continues at any time after a Change in
     Control and before the earlier of Termination or the end of the
     Effective Period, failure to provide or continue any benefits
     (including disability benefits) available to employees who are absent
     from active employment (including because of disability) under
     programs maintained by the Employer on the date the absence (including
     disability) begins;
 
     [9]  During any period after a Change in Control and as of any time
     during the Effective Period, the Employee is unable to perform
     normally assigned duties because of a physical or mental condition and
     before the Employee Terminates, the Employer delivers to the Employee
     a Notice of Termination that is inconsistent with any disability
     program maintained by the Employer on the date of the Change in
     Control;
 
     [10] After a Change in Control and as of any time during the Effective
     Period, the Employer unsuccessfully attempts to Terminate the Employee
     for Cause, in which case the Effective Period will not end earlier
     than 60 days after the conclusion of the Employer's unsuccessful
     attempt to Terminate the Employee for Cause;
 
     [11] After a Change in Control and as of any time during the Effective
     Period, the Employer attempts to amend or terminate this Agreement
     without regard to the procedures described in Sections 6.01 or 6.02;
     or
 
     [12] For any act or event described in Section 2.13[1] through [11]
     that occurs within six months before a Change in Control.
 
 
                                      6
 
<PAGE>
 
 
2.14 Group.  The Employer, the Corporation, the Company and any other
entity to which either is related through common ownership as defined in
Code Section 1504 either on the Effective Date or at any time during the
Term.
 
2.15 Group Member.  Each entity that is a member of the Group either on the
Effective Date or at any time during the Term.
 
2.16 Notice of Payment.  The written notice by which the Employer apprises
the Employee of [1] the amount of any payment due under this Agreement,
[2] the reason that amount is payable and [3] the basis on which that
payment was calculated.
 
2.17 Notice of Termination.  A written notice that describes in reasonable
detail the facts and circumstances claimed to provide a basis for
Termination.
 
2.18 Parties.  The Employer, the Corporation, the Company and the Employee.
 
2.19 Retirement Age.  The latest date on which the Employee is first
entitled to retire and receive unreduced normal retirement benefits under
any tax-qualified retirement plan sponsored by the Employer.
 
2.20 Term.  Initially, the period beginning on the Effective Date and
ending midnight, December 31, 2006 ("Termination Date").  Subject to
Section 6.02, the Term will automatically be extended for successive one-
year periods beginning on the Termination Date and anniversaries of each
Termination Date but, except as otherwise provided in the document, will
expire on expiration of the Employment Agreement or any successor
employment agreement.
 
2.21 Termination.  Termination of the employee-employer relationship
between the Employee and all Group Members for any reason, whether or not
the Employee subsequently becomes a consultant or adviser to any Group
Member or serves as a member of the board of directors of any Group Member
and regardless of services performed pursuant to Sections 3.02 through
3.09.  However, a Termination will not be deemed to have occurred
[1] solely because the Employee's Employer ceases to be a Group Member and
the Employee continues to be employed by that former Group Member or,
[2] subject to Section 4.06, if the Employee's employment relationship is
transferred between Group Members without interruption.
 
                        3.00 EMPLOYEE'S OBLIGATIONS
 
By signing this Agreement, the Employee agrees to be bound by and to comply
with the following restrictions, whether or not the Employee also receives
the Employee Obligation Payments or any of the amounts and benefits
described in Section 5.00.
 
3.01 Services During Certain Events.  If any "person" (as used in Section
2.03[1][c]) initiates a tender or exchange offer, distributes proxy
materials to the Corporation's shareholders or takes other steps to effect,
or that may result in, a Change in Control, the Employee agrees not to
Terminate voluntarily during the pendency of that activity other than by
reason of Termination after reaching Retirement Age or Disability and to
continue to serve as a full-time employee of the Employer until those
efforts are abandoned, that activity is terminated or until a Change in
Control has occurred.
 
                                      7
 
<PAGE>
 
3.02 Confidential Information.  In exchange for the compensation described
in Sections 2.10[1] and [2][a] and subject to Section 4.00, and except as
otherwise required by applicable law, Employee expressly agrees to keep and
maintain Confidential Information confidential and not, at any time during
or subsequent to the Employee's employment with any Group Member, to use
any Confidential Information for Employee's own benefit or to divulge,
disclose or communicate any Confidential Information to any person or
entity in any manner except [1] to employees or agents of the Employer or
of the Corporation or any Group Member that need the Confidential
Information to perform their duties on behalf of any Group Member, [2] in
the performance of Employee's duties to the Employer or [3] as a necessary
(and only to the extent necessary) part of any undertaking by the Employee
to enforce the Employee's rights under this Agreement.  Employee also
agrees to notify the Corporation promptly of any circumstance Employee
believes may legally compel the disclosure of Confidential Information and
to give this notice before disclosing any Confidential Information.
 
3.03 Solicitation of Employees.  In exchange for the compensation described
in Sections 2.10[1] and subject to Section 4.00, the Employee agrees that
for two years after Termination [1] not, directly or indirectly, to solicit
any employee of any Group Member to leave employment with the Group,
[2] not, directly or indirectly, to employ or seek to employ any employee
of any Group Member and [3] not to cause or induce any of the Group's (or
Group Member's) competitors to solicit or employ any employee of any Group
Member.
 
3.04 Solicitation of Third Parties.  In exchange for the compensation
described in Sections 2.10[1] and subject to Section 4.00, the Employee
agrees that during employment and for two years after terminating
employment with all Group Members not, directly or indirectly, to recruit,
solicit or otherwise induce or influence any agent or policy holder, sales
representative, lender, lessor, lessee or any other person having a
business relationship with the Group (or any Group Member) to discontinue
or reduce the extent of that relationship except in the course of
discharging the duties described in this Agreement and with the good faith
objective of advancing the Group's (or any Group Member's) business
interests.
 
3.05 Non-Competition.  In exchange for the compensation described in
Sections 2.10[1] and subject to Section 4.00, the Employee agrees that for
two years after terminating employment with all Group Members not, directly
or indirectly, to accept employment with, act as a consultant to, or
otherwise perform services that are substantially the same or similar to
those for which the Employee was compensated by any Group Member (this
comparison will be based on job-related functions and responsibilities and
not on job title) for any business that directly competes with any portion
of the Group's (or any Group Member's) business with which the Employee was
directly involved at any time during the five calendar years preceding
Termination.  This restriction applies to any parent, division, affiliate,
newly formed or purchased business(es) and/or successor of a business that
competes with the Group's (or any Group Member's) business.
 
3.06 Post-Termination Cooperation.  The Employee agrees that during and
after employment with any Group Members and without additional compensation
(other than reimbursement for reasonable associated expenses) to cooperate
with the Group (and with each
 
 
                                      8
 
<PAGE>
 
Group Member) in the following areas:
 
     [1]  Cooperation With the Group.  The Employee agrees [a] to be
     reasonably available to answer questions for the Group's (and any
     Group Member's) officers regarding any matter, project, initiative or
     effort for which the Employee was responsible while employed by any
     Group Member and [b] to cooperate with the Group (and with each Group
     Member) during the course of all third-party proceedings arising out
     of the Group's (and any Group Member's) business about which the
     Employee has knowledge or information.  For purposes of this
     Agreement, [c] "proceedings" includes internal investigations,
     administrative investigations or proceedings and lawsuits (including
     pre-trial discovery and trial testimony) and [d] "cooperation"
     includes [i] the Employee's being reasonably available for interviews,
     meetings, depositions, hearings and/or trials without the need for
     subpoena or assurances by the Group (or any Group Member),
     [ii] providing any and all documents in the Employee's possession that
     relate to the proceeding and [iii] providing assistance in locating
     any and all relevant notes and/or documents.
 
     [2]  Cooperation With Third Parties.  Unless compelled to do so by
     lawfully-served subpoena or court order, the Employee agrees not to
     communicate with, or give statements or testimony to, any attorney
     representing an interest opposed to the Group's (or any Group
     Member's) interest ("Opposing Attorney"), Opposing Attorney's
     representative (including private investigator) or current or former
     employee relating to any matter (including pending or threatened
     lawsuits or administrative investigations) about which the Employee
     has knowledge or information (other than knowledge or information that
     is not Confidential Information as defined in Section 2.06) as a
     result of employment with the Group (or any Group Member).  The
     Employee also agrees to notify the Corporation immediately after being
     contacted by a third party or receiving a subpoena or court order to
     appear and testify with respect to any matter that may include a claim
     opposed to the Group's (or any Group Member's) interest.  However,
     this subsection will not apply to any effort undertaken by the
     Employee to enforce the Employee's rights under this Agreement but
     only to the extent necessary for that purpose.
 
     [3]  Cooperation With Media.  The Employee agrees not to communicate
     with, or give statements to, any member of the media (including print,
     television or radio media) relating to any matter (including pending
     or threatened lawsuits or administrative investigations) about which
     the Employee has knowledge or information (other than knowledge or
     information that is not Confidential Information as defined in
     Section 2.06) as a result of employment with the Group (or any Group
     Member).  The Employee also agrees to notify the Corporation
     immediately after being contacted by any member of the media with
     respect to any matter affected by this section.
 
3.07 Non-Disparagement.  The Employee, the Corporation and the Company (on
their behalf and on behalf of the Group and each Group Member) agree that
neither will make any disparaging remarks about the other and the Employee
will not make any disparaging remarks about the Corporation's or the
Company's Chairman, Chief Executive Officer or any of the Group's officers,
directors or employees.  However, this section will not preclude
[1] remarks by any employee of a Group Member made in the normal course of
business, [2] remarks by the
 
                                      9
 
<PAGE>
 
Employee that are required to discharge the Employee's regular duties or
other duties described in this Agreement, [3] the Corporation or the Company
from making (or eliciting from any person) disparaging remarks about the
Employee concerning any conduct that may lead to a termination for Cause, as
defined in Section 2.02 (including initiating an inquiry or investigation
that may result in a termination for Cause), but only to the extent
reasonably necessary to investigate the Employee's conduct and to protect the
Group's (or any Group Member's) interests or [4] any remarks made by either
Party that are necessary (but only to the extent necessary) to resolve any
dispute arising under this Agreement and that are made solely in the context
of proceeding undertaken to pursuant to Sections 7.02 and 7.03.
 
3.08 Effect of Breach of Obligations.  If the Employee breaches any
obligation described in this Agreement:
 
     [1]  If that breach occurs before a Change in Control, this Agreement
     will terminate as of the date of the breach, even if the fact of the
     breach becomes apparent at a later date and no amount will be due
     under this Agreement;
 
     [2]  If that breach occurs after a Change in Control but before the
     Employee has Terminated, this Agreement will terminate as of the date
     of the breach, even if the fact of the breach becomes apparent at a
     later date and no amounts will be due under this Agreement; or
 
     [3]  If that breach occurs after a Change in Control and after the
     Employee Terminates, [a] the Corporation will be entitled to the
     remedies described in Section 7.00 and [b] Employee will repay the
     portion of the Employee Benefit Payment received in exchange for the
     post-termination commitment breached plus interest calculated with
     reference to the mid-term applicable federal rate [as defined in Code
     Section 1274(d)] for January 1 of each calendar year, compounded
     annually until paid.
 
3.09 Release.  In exchange for the payments and benefits to Employee
described in this Agreement, as well as any and all other mutual promises
made in this Agreement, Employee, and his/her personal or legal
representatives, executors, administrators, successors, heirs,
distributees, devisees, legatees, and assigns agree to release and forever
discharge the Corporation, the Company, the Group and each Group Member
their employees, officers, directors, agents, attorneys, successors and
assigns, from any and all claims, suits and/or causes of action that grow
out of or are in any way related to, his/her recruitment to or his/her
employment with any group Member, except Employee does not release and
discharge the Corporation or any other Group Member for any claim that the
Corporation or any Group Member has breached this Agreement.  This release
includes, but is not limited to, any claims that the Corporation, the
Company or any Group Member violated the Employee Retirement and Income
Security Act, the Age Discrimination in Employment Act, the Older Worker's
Benefit Protection Act, the Americans with Disabilities Act, Title VII of
the Civil Rights Act of 1964, the Family and Medical Leave Act, any law
prohibiting discrimination, harassment, or retaliation in employment, any
claim of promissory estoppel or detrimental reliance, defamation,
intentional infliction of emotional distress, the public policy of any
state, or any federal, state, or local law.  Employee agrees, upon receipt
of the payment provided under this Agreement, to reaffirm and execute this
release in writing.  If Employee fails to reaffirm and execute this release
within 30 days of the Date of
 
                                     10
 
<PAGE>
 
Termination, Employee agrees that the payments otherwise due under this
Agreement will not be due or payable. Specifically, Employee agrees that a
necessary condition for the payment of any of the amounts described in this
Agreement (except termination because of death) is Employee's reaffirmation
of this release within 30 days of the Date of Termination.  Employee agrees
that the Employee is knowledgeable about the claims that might arise in the
course of employment with the Employer and all Group Members, and that the
Employee knowingly agrees that the payments provided for in this Agreement
are satisfactory consideration for the release of such possible claims.
Employee is advised to consult with an attorney before signing this
Agreement.  Employee agrees that given 21 days has been given in which to
consider this release.  Employee may revoke his/her consent to this Agreement
by delivering a written notice (which may be given only by certified or
registered letter deposited with the U. S. Postal Service, postage paid) of
such revocation within seven days of signing this Agreement.  Should Employee
revoke this Agreement, it shall become null and void and Employee must return
any amount received under it.
 
No provision of this Agreement may be modified or waived except in a
document signed by the Parties.  This Agreement constitutes the entire
agreement between the parties regarding to the subject matter of this
agreement, and any other agreements relating to the subject of this
agreement are terminated and of no further force or legal effect.  No
agreements or representations, oral or otherwise, with respect to the
subject matter of this agreement have been made or relied upon by either
party which are not set forth expressly in this Agreement.
 
               4.00 COMPENSATION PAID IF EMPLOYEE TERMINATES
                         AFTER A CHANGE IN CONTROL
4.01 Termination For Cause.
 
     [1]  The Employer may Terminate the Employee for Cause at any time
     before or after a Change in Control and for any action or series of
     acts that constitute Cause that occurred or began at any time before
     or after a Change in Control (other than an action or series of acts
     the effect of which was known to the Employer before the Change in
     Control but, before a Change in Control, the Employer concluded did
     not constitute Cause) by delivering to the Employee a Notice of
     Termination specifying the effective date of the Termination (which
     may not be earlier than the date the Notice of Termination is given)
     and the basis upon which the Employer believes that it has Cause to
     Terminate the Employee.
 
     [2]  As of the Date of Termination specified in the Notice of
     Termination, [a] the Employee's employment will end, [b] this
     Agreement will terminate and [c] no amounts will be paid or due under
     this Agreement at any time, although amounts due under other programs
     (including the Employment Agreement) will be due.
 
4.02 Termination Because of Death.  Except as provided in Section 4.06, if
the Employee Terminates because of death, this Agreement will terminate as
of the date the Employee dies and no amounts will be paid or due under this
Agreement at any time, although amounts due under other programs (including
the Employment Agreement) will be due.
 
 
                                     11
 
<PAGE>
 
4.03 Termination At or After Retirement Age.  Except as provided in Section
4.06, no benefits will be paid under this Agreement of the Employee
Terminates employment at or after Retirement Age, although amounts due
under other programs (including the Employment Agreement) will be due.
 
4.04 Termination Because of Disability.  Except as provided in Section 4.06
and in the last sentence of this section, if the Employee Terminates
because of Disability, this Agreement will terminate as of the date
specified in the Notice of Termination and no amounts will be paid or due
under this Agreement at any time, although amounts due under other programs
(including the Employment Agreement) will be due.  However, if ant any time
during the Effective Period, the Employer terminates disability benefits
payable to the Employee during Disability, regardless of whether that
Disability began before or after the Change in Control, the Employee will
be deemed to have Terminated for Good Reason and will be entitled to the
amounts described in Section 5.00, calculated as of the last day of the
Employee's active employment with any Group Member.
 
4.05 Termination Without Cause.
 
     [1]  The Employer may Terminate the Employee without Cause before or
     after a Change in Control for any reason by delivering to the Employee
     a Notice of Termination that specifies the Date of Termination, which
     may not be earlier than the date the Notice of Termination is given.
 
     [2]  If the Notice of Termination without Cause is delivered within
     the period beginning six months before and Change in Control and
     ending on the last day of the Effective Period and is for reasons
     other than death, Disability or Cause or is given after the Employee
     reaches Retirement Age, the Corporation or the Company will pay (or
     cause the Employer to pay) to the Employee the amount described in
     Section 5.00.  After those amounts have been paid, this Agreement will
     terminate and no further amounts will be paid or due under this
     Agreement.
 
     [3]  The Employer may not Terminate the Employee for Cause if
     [a] before the Notice of Termination for Cause is delivered to the
     Employee, the Employee has delivered to the Employer a Notice of
     Termination for Good Reason and [b] it is subsequently determined that
     the Employee had Good Reason to Terminate.  If the Employer delivers
     to the Employee a Notice of Termination for Cause after the Employee
     has delivered to the Employer a Notice of Termination for Good Reason,
     the Employer's Notice of Termination for Cause [c] will not become
     effective until it is established that the Employee did not have Good
     Reason to Terminate and [d] will not be effective at all if it is
     established that the Employee did have Good Reason to Terminate.
 
4.06 Termination for Good Reason.
 
     [1]  The Employee may Terminate for Good Reason after a Change in
     Control by delivering to the Company a Notice of Termination for Good
     Reason specifying the Date of Termination (which may not be earlier
     than the date the Notice of Termination is given) and the basis upon
     which the Employee believes that Good Reason has arisen.
 
 
                                     12
 
 
<PAGE>
 
     [2]  A Notice of Termination for Good Reason will be effective only if
     [a] it is given before the Employee Terminates because of death, or
     Disability or before reaching Retirement Age and [b] it is given no
     later than 60 days after occurrence of the event or development of the
     condition upon which it is based (or, if later, 60 days after the
     event or development of the condition upon which it is based became
     apparent), even if that period ends after the Effective Period.
 
     [3]  If [a] the Date of Termination specified in the Notice of
     Termination is within the period beginning six months before the
     beginning of an Effective Period and ending on the last day of the
     same Effective Period and [b] within 30 days after the Date of
     Termination, the Employer does not cure the Good Reason event or
     condition (if the event or condition may be cured) described in the
     Notice of Termination, [c] the Corporation or the Company will pay (or
     cause the Employer to pay) to the Employee the amount described in
     Section 5.00, even if the 30-day correction period ends after the
     Effective Period.  After those amounts have been paid, this Agreement
     will terminate and no further amounts will be paid or due under this
     Agreement.
 
     [4]  A Notice for Termination for Good Reason that is given within the
     period otherwise described in this section will be effective (and the
     amounts described in Section 5.00 will be due) even though the
     Employee Retires, dies or becomes Disabled before those benefits are
     paid.
 
                      5.00 CHANGE IN CONTROL PAYMENTS
 
5.01 Calculation of Change in Control Payments.  Subject to the terms of
this Agreement and the restrictions imposed under Code Section 409A, if the
Employee is Terminated (or deemed Terminated) under Section 4.05 or 4.06,
the Corporation or the Company (or the Employer) will:
 
     [1]  Continue to pay the Employee's compensation and other benefits
     through the Date of Termination and also will pay the Employee the
     value of any unused vacation days determined under the Employer's
     personnel policy.  The amounts attributable to unused vacation
     [a] will equal the Employee's annualized base salary at Termination
     divided by 260 and multiplied by the number of unused vacation days,
     [b] will be paid no later than 30 days after the Employee's Date of
     Termination and [c] will be based on the rate of compensation and
     value of benefits in effect before the Notice of Termination was
     delivered.
 
     [2]  Reimburse the Employee for the cost of continued participation in
     all programs subject to the benefit provisions of the Consolidated
     Omnibus Budget Reconciliation Act of 1993 ("COBRA") for the period
     beginning on the Employee's Date of Termination and ending on the
     earlier of [a] the date the Employee acquires replacement coverage or
     [b] the maximum coverage period prescribed by COBRA.  These amounts
     will be reimbursed on the date the required premium is due.  However,
     if the Employee has not acquired replacement coverage at the end of
     the maximum coverage period prescribed by COBRA, he will be entitled
     to continued medical coverage for 36 months after Termination minus
     the maximum coverage period prescribed by COBRA at the same cost
 
 
                                     13
 
<PAGE>
 
     to him (and subject to the same terms and conditions) that applied
     immediately before the end of the maximum coverage period prescribed
     by COBRA; plus
 
     [3]  [a] A lump sum amount equal to the difference between [i] the
     lump sum present value of all amounts that the Employee would have
     accrued or been credited with under each tax-qualified and
     nonqualified deferred compensation arrangements in which the Employee
     actively accrues a benefit at any time between the date of the Change
     in Control ("Deferred Compensation Plans") and the Date of Termination
     (other than an accretion based solely on the passage of time),
     calculated as provided in Section 5.01[3][b] as if the Employee's Date
     of Termination had been 36 months after the Employee's actual Date of
     Termination ("Calculation Period") minus [ii] the lump sum present
     value of all amounts actually accrued and credited under the Deferred
     Compensation Plans as of the Date of Termination.
 
          [b]  For purposes of this computation and comparison:
 
               [i]  The amount determined under Section 5.01[3][a] will be
               calculated separately for each Deferred Compensation Plan;
 
               [ii] If a Deferred Compensation Plan is terminated, frozen
               or amended to diminish benefit accruals or the rate of
               benefit accruals (collectively and separately, these actions
               are referred to as "Diminished") before the end of the
               Calculation Period, [A] the calculation of the amount
               described in Section 5.01[3][a][i] will be made on the
               assumption that the Diminished Deferred Compensation Plan
               had not been Diminished and [B] calculation of the amount
               described in Section 5.01[3][a][ii] will be based on the
               amount actually earned or accrued under the Diminished
               Deferred Compensation Plan as of the date of the Deferred
               Compensation Plan is Diminished and (I) will not be adjusted
               for the portion of any benefit accretion attributable solely
               to the passage of time and (II) will not be adjusted by the
               amount of any hypothetical benefit that might have been
               earned or accrued if the Diminished Deferred Compensation
               Plan had not been Diminished;
 
               [iii]     The amount calculated under Section 5.01[3][a][i]
               will be determined as if the Employee is fully vested in
               each Deferred Compensation Plan and the amount calculated
               under Section 5.01[3][a][ii] will be determined on the basis
               of the Employee's actual vesting service under each Deferred
               Compensation Plan;
 
               [iv] Only accruals or allocations attributable to Employer
               contributions will be considered;
 
               [v]  If any Deferred Compensation Plan requires that the
               Employee make either pretax or after-tax contributions as a
               condition of accruing a benefit or receiving an allocation,
               the calculation and comparison described in
               Section 5.01[3][a] will be based on the assumption that,
 
 
                                     14
 
 
<PAGE>
 
               throughout the Calculation Period, the Employee made pretax
               or after-tax contributions (whichever may be applicable) for
               each period at the rate required to generate the highest
               possible accrual or allocation attributable to Employer
               contributions and at the time that would have produced the
               highest possible accrual or allocation attributable to
               Employer contributions (although the Employee will not be
               required to make any contributions to receive the amount
               described in Section 5.01[3][a]);
 
               [vi] The Employee will be deemed to have received
               compensation throughout the Calculation Period equal to the
               rate of compensation in effect on the Date of Termination;
 
               [vii]     The Employee's benefit accrual service will be
               increased by the Calculation Period;
 
               [viii]    In the case of a Deferred Compensation Plan that
               is a defined contribution plan, the lump sum present value
               of benefits will be based on [A] the Employee's account
               balance as of the Date of Termination and [B] the balance
               that would have been credited to the Employee's account if
               [I] Employer contributions had continued during the
               Calculation Period at a rate equal to the highest of the
               annualized rate [X] in effect on the Date of Termination,
               [Y[ in effect for the most recently completed plan year
               before the Date of Termination or [Z] in effect for the most
               recently completed plan year before the Change in Control,
               (II) Employer contributions had been made throughout the
               Calculation Period at the time prescribed in the Deferred
               Compensation Plan document or if no schedule is specified in
               the document, at a time that is consistent with the
               Employer's customary practice for the last complete plan
               year and [III] the Employee's Deferred Compensation Plan
               account had realized investment earnings throughout the
               Calculation Period at a rate equal to the larger of [X] the
               Discount Rate defined below, [Y] the annualized rate
               realized for the last valuation period before the Date of
               Termination or [Z] the rate realized for the most recently
               completed plan year before the Date of Termination or the
               rate realized for the most recently completed plan year
               before the date of the Change in Control; and
 
               [ix] In the case of a Deferred Compensation Plan that is a
               defined benefit plan, [A][I] the lump sum present value of
               the benefit calculated under Section 5.01[3][a][i] will be
               based on [Y] the applicable mortality table and the
               applicable interest rate determined under Code Section
               417(e)(3)(A), without regard to Code Section 417(e)(3)(B) or
               [Z] the actuarial assumptions applied by the Deferred
               Compensation Plan for purposes of calculating benefits under
               Code Section 417(e), if those actuarial assumptions produce
               a greater benefit that produced under the assumptions
               described in Section 5.01[2][b][ix][I][x] and [II] the lump
               sum value of the benefit calculated under Section
               5.01[3][a][ii] will be based on the mortality table
               and interest rates applied by the Deferred
 
 
                                     15
 
<PAGE>
 
               Compensation Plan to calculate the value of a lump sum
               distribution or, if a lump sum form of distribution is not
               available under the Deferred Compensation Plan, the
               assumptions prescribed in Section 5.01[3][b][ix][A]
               and [B] the amount calculated under Sections 5.01[3][a][i]
               and 5.01[3][a][ii] will be based on the highest accrual rate
               in effect [I] on the Date of Termination, [II] for the most
               recently completed plan year before the Date of Termination
               or [III] for the most recently completed plan year before the
               Change in Control.
 
               [x]  The present value of the lump sum amounts described in
               this subsection will be calculated [A] in the case of a
               Deferred Compensation Plan that is a defined benefit plan,
               by applying the applicable factors described in Section
               5.01[3][a][ix] and [B] in the case of a Deferred
               Compensation Plan that is a defined contribution plan, by
               applying a discount rate over the Calculation Period equal
               to 120 percent of the applicable federal rate (determined
               under Code Section 1274(d) and regulations issued under that
               Code section) compounded semiannually. The applicable
               federal rate to be used for this purpose is the federal rate
               that is in effect on the date as of which the present value
               is determined, using the period until the payment otherwise
               would have been made.
 
          [c]  This amount will be paid not more than 60 days after the
          occurrence of the event giving rise to the payment obligation.
 
     [4]  Reimbursement (or direct payment) for executive outplacement
     services from an independent executive outplacement organization until
     the earlier of [a] the date the Employee is able to secure acceptable
     employment acceptable or [b] the fees paid to the independent
     executive outplacement service equal $25,000.  This amount will be
     paid as incurred; and
 
     [5]  Pay the Employee a lump sum equal to the amount described in this
     Section 5.01[5].  This  payment will be made no more than 60 days
     after the occurrence giving rise to the payment obligation.  The
     amount payable under this subsection will be the sum of:
 
          [a]  The Employee Obligation Payment; plus
 
          [b]  The smaller of [i]the base salary then in effect multiplied
          by the number of whole payroll periods the remaining in the
          Employment Agreement or [ii] 200 percent of the larger of [A] the
          annualized  base salary rate the Employee was receiving from the
          Employer as in effect on the date of the Change in Control or
          [B] the highest annualized base salary rate the Employee was
          receiving from the Employer any time during the 24 months
          beginning on the date of the Change in Control; plus
 
          [c]  The Employee's highest bonus earned under the Company's
          Annual Incentive Plan (in whatever form paid or payable) [i] for
          the full fiscal year that
 
 
                                     16
 
<PAGE>
 
          ended coincident with or before the Change in Control or [i] at
          any time after the Change in Control occurs multiplied by the
          smaller of three or the years and fractions of a year (stated as
          days) between Termination and the expiration of the Employment
          Agreement; plus
 
     [6]  Any other benefits (including change in control benefits) to
     which the Employee is entitled under any other plan, program or
     agreement with the Corporation, the Company, the Employer or any other
     Group Member; plus
 
     [7]  All the Employee's outstanding stock options and other cash and
     equity incentive grants will be exercisable  to the extent provided
     under the terms  relating to terminations of employment for similar
     reasons contained in the plan and the award agreements through which
     they were granted; plus.
 
     [8]  If appropriate, the additional amount described in Section 5.02;
     plus
 
     [9]  An allowance for three years after Termination (not to exceed
     $15,000 for any calendar year) to be applied against the cost of the
     Employee's financial, tax and estate planning.
 
The amounts provided under this Agreement will be reduced (but not below
zero) by the amount paid under the Employment Agreement for the same
purpose
 
5.02 Effect of Code Section 280G.  If the sum of the payments described in
Section 5.01 constitute "excess parachute payments" as defined in Code
Section 280G(b)(1), the Employer will either:
 
     [1]  Reimburse the Employee for the amount of any excise tax due under
     Code Section 4999, if this procedure provides the Employee with an
     after-tax amount that is larger than the after-tax amount produced
     under Section 5.02[2]; or
 
     [2]  Reduce the Employee's benefits under this Agreement so that the
     Employee's total "parachute payment" as defined in Code Section
     280G(b)(2)(A) under this and all other agreements will be $1.00 less
     than the amount that would be an "excess parachute payment" if this
     procedure provides the Employee with an after-tax amount that is
     larger than the after-tax amount produced under Section 5.02[1].
 
If Section 5.02[2] applies, within 10 days of the Date of Termination the
Corporation will apprise the Employee of the amount of the reduction
("Notice of Reduction").  Within 10 days of receiving that information, the
Employee may specify how (and against which benefit or payment source) the
reduction is to be applied ("Notice of Allocation").  The Employer will be
required to implement these directions within 10 days of receiving the
Notice of Allocation.  If, the Corporation has not received a Notice of
Allocation from the Employee within 10 days of the date of the Notice of
Reduction or if the allocation provided in the Notice of Allocation is not
sufficient to fully implement Section 5.02[2], the Corporation will apply
Section 5.02[2] proportionately based on the amounts otherwise payable
under Section 5.01 or, if a Notice of Allocation has been returned that
does not sufficiently implement Section 5.02[2], on the basis of the
reductions specified in the Notice of Allocation.
 
 
                                     17
 
<PAGE>
 
5.03 Conditions Affecting Payments.
 
     [1]  Except as expressly provided in this Agreement, the Employee's
     right to receive the payments described in this Agreement will not
     decrease the amount of, or otherwise adversely affect, any other
     benefits payable to the Employee under any other plan, agreement or
     arrangement between the Employee and any Group Member.
 
     [2]  The Employee is not required to mitigate the amount of any
     payment described in this Agreement by seeking other employment or
     otherwise, nor, except as provided in Section  5.01[2], will the
     amount of any payment or benefit provided for in this Agreement be
     reduced by any compensation or benefits the Employee earns, or is
     entitled to receive, in any capacity after Termination or by reason of
     the Employee's receipt of or right to receive any retirement or other
     benefits attributable to employment with the Group on or after
     Termination.
 
     [3]  However, the amount of any payment made under this Agreement will
     be reduced by amounts the Employer is required to withhold in payment
     (or in anticipation of payment) of any income, wage or employment
     taxes imposed on the payment.
 
     [4]  If the Employee is a "key employee" as defined in Code Section
     409A(a)(2)(B)(i) at the time of Termination, amounts due under this
     Agreement will be distributed as the earliest time permitted by
     Code Section 409A(a)(2)(B)(i).
 
                      6.00 AMENDMENT AND TERMINATION
 
6.01 Amendment.  This Agreement may be amended at any time by written
agreement between the Parties.  Also, the Parties agree that this Agreement
may be amended, without any further consideration due to or from either
party, to conform with requirements imposed under Code Section 409A.
 
6.02 Termination.  This Agreement will terminate on the earliest of the
following to occur:
 
     [1]  Except as provided in Section 4.00, the Employee's employment
     with all Group Members is Terminated before a Change in Control;
 
     [2]  Before a Change in Control and except as provided in Section
     4.00, the Employee is reassigned to a more junior position than that
     held on the date of this Agreement; however, if the more junior
     position is in a classification, the majority of whose members have
     change in control agreements, this Agreement will remain in effect,
     although benefit levels will automatically be reduced to the level
     established under those agreements;
 
     [3]  The Parties mutually agree, in writing, to terminate this
     Agreement, whether or not it is replaced with a similar agreement;
 
     [4]  The Employer notifies the Employee, in writing, that the
     Agreement is to terminate at the end of its then current Term.  To be
     effective, however, this written notice [a] must be given no later
     than 60 consecutive calendar days before the end of the then current
     Term but [b] may never be effective [i] during an Effective Period or
     [ii] at
 
 
                                     18
 
<PAGE>
 
     any time after the Corporation learns that activities have begun that,
     if completed, would cause a Change in Control, although a notice of
     termination of this Agreement may be given if those activities end
     without generating a Change in Control;
 
     [5]  All payments due under this Agreement have been fully paid; or
 
     [6]  As provided in (and subject to the terms of) Section 4.00.
 
                 7.00 EQUITABLE RELIEF/DISPUTE RESOLUTION
 
7.01 Uniqueness of Obligations.    The Employee's obligations described in
this Agreement are of a special and unique character which gives them a
peculiar value to the Group and the Group cannot be reasonably or
adequately compensated solely in damages in an action at law if Employee
breaches those obligations.  Employee therefore expressly agrees that, in
addition to any other rights or remedies that the Corporation, the Company,
the Employer or the Group may have, and whether or not the Employee
receives the Employee Obligation Payments or any other payments described
in Section 5.00, the Corporation, the Company, the Employer and the Group
will be entitled to injunctive and other equitable relief in the form of
preliminary and permanent injunctions without bond or other security if the
Employee actually breaches (or threatens to breach) any obligation under
this Agreement.
 
7.02 Initial Resolution of Disputes Affecting Payment Amount.
 
     [1]  The Employee may request the Corporation to recalculate the
     amount of payments due under this Agreement.  That request must [a] be
     filed in writing no later than 30 days after the Employee receives the
     Notice of Payment and [b] specify the basis upon which the Employee
     believes that an additional amount is due.  Any request for
     recalculation that does not comply with both requirements will be
     ineffective.
 
     [2]  Within 30 days of receiving a request that complies with
     Section 7.02[1], the Corporation will notify the Employee of any
     changes to its calculations and the effect of any changes on the
     amount payable to the Employee.  If the Corporation does not deliver
     this information to the Employee within this 30-day period, the
     Employee may regard the request as having been denied.
 
     [3]  The Employee expressly waives any right to proceed under Section
     7.03 to dispute the calculation of the amount payable under this
     Agreement unless and until the administrative remedies described in
     this Section 7.02 are fully exhausted.
 
7.03 Arbitration  Any [1] disagreement concerning the calculation of any
payment due under this Agreement that is not resolved after utilizing the
procedures described in Section 7.02, [2] breach of any term of this
Agreement or [3] other dispute or controversy arising out of or relating to
this Agreement, including the basis on which the Employee is Terminated,
will be resolved by arbitration in accordance with the rules of the
American Arbitration Association.  The award of the arbitrator will be
final, conclusive and nonappealable and judgment upon the award rendered by
the arbitrator may be entered in any court having competent jurisdiction.
The arbitrator must be an arbitrator qualified to serve in accordance with
the rules of the American Arbitration Association and one who is approved
by the Corporation and the Employee.  If the
 
 
                                     19
 
<PAGE>
 
Employee and the Corporation fail to agree on an arbitrator, each must
designate a person qualified to serve as an arbitrator in accordance with
the rules of the American Arbitration Association and these persons will
select the arbitrator from among those persons qualified to serve in
accordance with the rules of the American Arbitration Association.  Any
arbitration relating to this Agreement will be held in the city in which
the Employee's last principal place of employment with a Group Member before
the Employee's Date of Termination is or was located or another place the
Parties mutually select immediately before the arbitration.
 
7.04 Costs.  The Corporation or the Employer will bear all reasonable costs
associated with any dispute arising under this Agreement, including
reasonable accounting and legal fees incurred by the Employee through any
proceeding described in Section 7.02 or 7.03.
 
7.05 Payment During Dispute Resolution Period.  If otherwise due, the
Employer may not defer (or cause the Employer to defer) payment of any
amount that is not being contested under Section 7.02 or 7.03.
 
7.06 Payment of Additional Amounts.  If the arbitrator decides, at the
conclusion of the arbitration proceedings described in Section 7.03, that
the Corporation has understated the amount due under this Agreement, the
Corporation will, subject to application of Section 5.02 to the aggregate
of the amount initially paid under Section 5.00 and the additional award,
pay the additional amount, if any, to the Employee within 30 days after the
date of the award along with interest calculated at the interest rate
prescribed in Section 3.08[3].  However, if, after application of Section
5.02 to the arbitrator's award, the net amount due to the Employee would
not increase, no amounts will be paid under this subsection, regardless of
the arbitrator's award.
 
7.07 Effect of Subsequent Tax Claim.
 
     [1]  Employee's Obligations.
 
          [a]  The Employee will notify the Corporation in writing of any
          claim by the Internal Revenue Service or any other taxing
          authority relating to any "excise taxes" arising under Code
          Section 4999 ("Excise Taxes") due with respect to payments under
          Section 5.00 ("Tax Claim").  The Employee must give this
          notification in writing as soon as practicable but no later than
          10 business days after receipt of the notice of any Tax Claim.
          Simultaneously, the Employee will apprise the Corporation of the
          nature of the Tax Claim.  The Employee agrees not to pay any Tax
          Claim before the expiration of the 30-day period following the
          date on which the Employee gives this notice to the Corporation
          (or any shorter period ending on the date that any payment of
          taxes with respect to the Tax Claim is due).
 
          [b]  Employee's Duty to Cooperate.  If, before the expiration of
          the period described in the last sentence of the preceding
          subsection, the Corporation notifies the Employee in writing that
          it intends to contest the Tax Claim, the Employee will:
 
               [i]  Give the Corporation any information it reasonably
               requests in writing that is related to the Tax Claim;
 
 
                                     20
 
<PAGE>
 
               [ii] Take any action in connection with contesting the Tax
               Claim that the Corporation reasonably requests in writing,
               including accepting legal representation with respect to the
               Tax Claim by an attorney selected by the Corporation;
 
               [iii]     Cooperate with the Corporation in good faith to
               contest the Tax Claim effectively; and
 
               [iv] Permit the Corporation to participate in and to control
               any proceedings relating to any Tax Claim.
 
          If the Employee does not comply in every respect with the
          procedures described in Section 7.07[1] and Section 7.09, the
          Corporation will be discharged from all obligations described in
          Section 7.07[2].
 
     [2]  Corporation's Obligations.  Upon receipt of the notice described
     in Section 7.07[1][a], the Corporation will notify the Employee that
     it will either accede to or contest the Tax Claim.  If this notice is
     not given within 30 days of the receipt of the notice described in
     Section 7.07[1], the Corporation will be deemed to have acceded to the
     Tax Claim.
 
          [a]  If the Corporation accedes to the Tax Claim, the Corporation
          and the Employee agree that [i] the Corporation will treat the
          Tax Claim as a final notice of deficiency and implement Section
          7.10 and [ii] this decision will be binding on the Employee and
          the Group even if this procedure results in a smaller after-tax
          benefit to the Employee.
 
          [b]  If the Corporation decides to contest the Tax Claim, the
          Corporation and the Employee agree that the Corporation will:
 
               [i]  Assume control of all proceedings taken in connection
               with any contest relating to the Tax Claim and, at the
               Corporation's sole option, may pursue or forego any and all
               administrative appeals, proceedings, hearings and
               conferences with the taxing authority in respect of any Tax
               Claim; and
 
               [ii] Directly bear and pay all costs and expenses (including
               additional interest and penalties) incurred in connection
               with any contest relating to a Tax Claim and, after
               application of Section 5.02 with respect to the Tax Claim,
               will, if appropriate, indemnify and hold the Employee
               harmless, on an after-tax basis, for any Excise Tax or
               income tax, including associated interest and penalties
               imposed as a result of the Corporation's payment of the
               costs of resisting any Tax Claim.
 
7.08 Repayment of Refunds.  If, after the receipt by the Employee of an
amount under Section 7.07 (including any amount under Section 5.02[2], if
applicable), the Employee becomes entitled to receive any tax refund
relating to any overpayment of any Excise Tax or other tax,
 
 
                                     21
 
<PAGE>
 
including interest and penalties, the Employee will promptly pay to the
Corporation the amount of any refund (together with any interest received
with respect to that refund).
 
7.09 Notice of Extension of Statute of Limitations.  The Employee agrees to
notify the Corporation if and when the Employee consents to the extension
of the statute of limitations for any year for which a payment is made
under Section 5.00.
 
7.10 Effect of Miscalculating Payment.
 
     [1]  If an arbitrator subsequently and conclusively decides the
     Corporation has miscalculated the amount of any payment under Section
     5.00 and if that decision, had it been made initially:
 
          [a]  Would have resulted in a larger payment than initially
          calculated, the Corporation will reapply Sections 5.02[1] and [2]
          based on the revised calculation to identify the Employee's
          revised payment and immediately pay that additional amount to the
          Employee.
 
          [b]  If, after the recalculation described in Section 7.10[1][a],
          the Employee is entitled to a smaller amount under this Agreement
          than initially calculated, the Corporation and the Employee agree
          that, within 30 days of the arbitrator's decision, the Employee
          will repay to the Corporation the difference between the amount
          initially paid and the amount due under Section 7.10[1][a] along
          with interest, calculated from the date of the initial payment,
          at the lowest prime rate of interest calculated as provided in
          Section 3.08[3] during the period between the date the
          arbitrator's decision is issued and the date the excess amount is
          repaid.
 
     [2]  If the Internal Revenue Service issues a final notice of
     liability with respect to any Tax Claim, the Corporation will reapply
     Section 5.02.  If, after that reapplication, the Corporation concludes
     that a smaller amount should have been paid to the Employee, the
     Corporation and the Employee agree that, within 30 days of the
     arbitrator's decision, the Employee will repay to the Corporation the
     difference between the amount initially paid and the amount due under
     Section 7.10 along with interest, calculated as provided in Section
     3.08[3].
 
                            8.00 MISCELLANEOUS
 
8.01 Security.  At any time during the Term, the Corporation may provide
(or cause the Employer to provide) security for payment of the amounts and
benefits described in Section 5.00.  This security may include one or more
of [1] a stand-by letter of credit issued by a reputable financial
institution, [2] an irrevocable grantor trust (the "Trust") established on
terms the Corporation believes to be appropriate, including a ruling from
the Internal Revenue Service (or opinion of counsel satisfactory to the
Corporation), to the effect that any funds held by the Trust will be
includable in the Employee's gross income only for the taxable year or
years paid to the Employee under the terms of the Trust's related trust
agreement or [3] any other form of security the Corporation believes is
appropriate.
 
 
                                     22
 
<PAGE>
 
8.02 Nonassignment.  The right of an Employee or any other person to
receive any amount under this Agreement may not be assigned, transferred,
pledged or encumbered except by will or by applicable laws of descent and
distribution.  Any attempt to assign, transfer, pledge or encumber any
amount that is or may be receivable under this Agreement will be null and
void and of no legal effect.
 
8.03 Successors to the Employee.  Subject to Section 8.02, this Agreement
inures to the benefit of and may be enforced by the Employee's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
 
8.04 Transfers.
 
     [1]  If, either before or after a Change in Control, the Employee's
     employment relationship shifts within the Group and there has been no
     intervening Termination, this Agreement will remain in full force and
     effect and for all purposes of this Agreement, the Employee's new
     Employer will be substituted for the Employee's prior Employer.
 
     [2] If the Employee's Employer is no longer a Group Member, whether or
     not as part of a transaction that constitutes a Change in Control,
     this Agreement will remain in full force and effect as described in
     Section 8.03.  However, the Employee will not be entitled to any
     amount under this Agreement on account of a Change in Control that
     [a] solely affects the Group after that transfer and [b] is not part
     of the same transaction through which the Employer left the Group.
 
8.05 Notices.  All notices and other communications provided for in this
Agreement must be written and will be deemed to have been given when
deposited with a reputable delivery service or in United States registered
mail, return receipt requested, postage prepaid.  Also,:
 
     [1] All notices must be directed to the address shown on the last page
     of this Agreement (or, if appropriate, to the Employee's Beneficiary
     at the address shown in the latest Beneficiary designation form filed
     with the Employer);
 
     [2] Notices and other communications to the Corporation and the
     Employer will not be deemed to have been given unless they are
     directed to the attention of the Corporation's Chief Executive Officer
     and copies are sent to the Corporation's Secretary.
 
     [3] Neither Party will be required to use any address other than that
     shown on the last page of this Agreement (or, if appropriate, the
     latest Beneficiary designation the Employee filed with the
     Corporation) unless notified of a change in the other Party's (or
     Beneficiary's) address.  Any change in either Party's (or
     Beneficiary's) address must be given in writing to the other Party and
     will be effective only upon receipt.
 
8.06 Complete Agreement.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter of this
Agreement have been made by either Party that are not set forth expressly
in this Agreement.  This Agreement may be amended only by mutual written
agreement of the Parties.  However, by signing this Agreement, the Employee
agrees, without any further consideration, to consent to any amendment
necessary to avoid penalties under Code Section 409A.
 
 
                                     23
 
<PAGE>
 
8.07 Applicable Law.  The validity, interpretation, construction and
performance of this Agreement will be governed by the laws (but not the law
of conflicts of laws) of the State of Ohio.
 
8.08 Validity.  The invalidity or unenforceability of any provisions of
this Agreement will not affect the validity or enforceability of any other
provisions of this Agreement, which will remain in full force and effect.
 
5.09 Effect of Code Section 409A.  Regardless of any other section of this
Agreement, if the Corporation (or any successor, including another entity
involved in a Change in Control with the Corporation) unilaterally and
without the Employee's specific written consent takes (or fails to take)
any action that generates an excise tax under Code Section 409A, the
Corporation will distribute an additional amount sufficient to ensure that
the Employee (or the Employee's beneficiary, if appropriate) retains an
amount as large as the amount he would have retained but for that action.
This undertaking applies to the effect of the excise taxes arising under
Code Section 409A as well as any other excise taxes that might apply as a
result of those taxes or this reimbursement.
 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be
effective as of the date and year first above written.
 
                    OHIO CASUALTY CORPORATION
 
                    By:
                        ---------------------------------------------
                            Stanley N. Pontius, Lead Director
 
 
 
                    THE OHIO CASUALTY INSURANCE COMPANY
 
                    By:
                        ---------------------------------------------
                            Stanley N. Pontius, Lead Director
 
 
                    Address:
 
 
                         9450 Seward Road
                         Fairfield, OH 45014
 
 
 
                    DAN R. CARMICHAEL
 
 
 
 
                    -------------------------------------------------
 
 
                    Address:
 
 
                    -------------------------------------------------
 
 
                    -------------------------------------------------
 
 
 
 
                                     24