-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NsleX8FcNbNplFvRqgCGW7KaIFZvPS9noTSKVzeSNfj5CsYQL8eqGdA3/4C9OsH2 ygIt+JDNETSW76A4MYBO2g== 0000073952-02-000018.txt : 20020516 0000073952-02-000018.hdr.sgml : 20020516 20020516101046 ACCESSION NUMBER: 0000073952-02-000018 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20020516 EFFECTIVENESS DATE: 20020516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO CASUALTY CORP CENTRAL INDEX KEY: 0000073952 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 310783294 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-88398 FILM NUMBER: 02654295 BUSINESS ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 BUSINESS PHONE: 5136032600 MAIL ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 S-8 1 forms8.txt FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 16, 2002 Registration No. 333-________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________ Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________________ OHIO CASUALTY CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 31-0783294 - --------------------- --------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9450 Seward Road, Fairfield, Ohio 45014 - ------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Ohio Casualty Corporation 2002 Stock Incentive Plan --------------------------------------------------- (Full title of the plan) Debra K. Crane Senior Vice President, General Counsel and Secretary Ohio Casualty Corporation 9450 Seward Road Fairfield, Ohio 45014 --------------------- (Name and address of agent for service) (513) 603-2400 -------------- (Telephone number, including area code, of agent for service) ___________________________ Calculation of Registration Fee Proposed Proposed maximum Amount of Title of securities Amount to be maximum offering aggregate offering registration to be registered registered price per unit price (1) fee - ------------------------------------------------------------------------------------------------ Common Shares, $.125 Par Value(2) 3,334,458 (1) $68,121,884 $6,267.21
(1) Of the 3,334,458 shares being registered, 1,200 may be purchased at $19.52 per share. The offering price of the remaining 3,333,258 shares which have been reserved for future grants, has been determined, for the purpose of calculating the aggregate offering price and the registration fee pursuant to Rule 457(c) and 457(h) as $20.43 per share on May 14, 2002. (2) This Registration Statement also includes Rights to purchase Common Shares, par value $.125 per share, of the Registrant issuable pursuant to the Amended and Restated Rights Agreement dated as of February 19, 1998 between the Registrant and First Chicago Trust Company of New York, as Rights Agent, as amended by the First Amendment to Rights Agreement dated November 8, 2001 appointing EquiServe Trust Company, N.A., as successor rights agent. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. - ------------------------------------------------- Ohio Casualty Corporation (the "Company") hereby incorporates by reference into this Registration Statement the following documents filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the requirements of Section 13 (a) or Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Commission on March 5, 2002; 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 14, 2002; 3. The Company's Current Reports on Form 8-K filed filed with the Commission on January 4, 2002, March 6, 2002, March 11, 2002, March 14, 2002, March 19, 2002, April 1, 2002, April 17, 2002 and May 8, 2002; The description of the Company's Common Shares contained in the Company's Current Report on Form 8-K filed with the Commission on December 15, 1998, and the description of the Common Share Purchase Rights of the Company contained in the Company's Form 8-A/A Amendment No. 4 filed with the Commission on July 2, 1999 or contained in any subsequent amendment or report filed for the purpose of updating such descriptions, are hereby incorporated by reference. Any definitive proxy statement or information statement filed pursuant to Section 14 of the Exchange Act and all documents which may be filed with the Commission pursuant to Section 13, 14 or 15 (d) of the Exchange Act subsequent to the date hereof and prior to the completion of the offering contemplated hereby, shall also be deemed to be incorporated herein by reference and to be made a part hereof from the date of filing of such documents. Item 4. Description of Securities. - ----------------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel. - ------------------------------------------------ The validity of the Common Shares offered hereby will be passed upon for the Company by Vorys, Sater, Seymour and Pease LLP, 221 E. Fourth Street, Suite 2100 - Atrium Two, P.O. Box 0236, Cincinnati, Ohio 45201-0236. As of May 12, 2002, members of Vorys, Sater, Seymour and Pease LLP and attorneys employed thereby, together with members of their immediate families, owned an aggregate of 4,332 Common Shares of the Company. -2- Item 6. Indemnification of Directors and Officers. - --------------------------------------------------- Article V of the Code of Regulations of the Company governs the indemnification of officers and directors of the Registrant. Article V provides: Section 1. Mandatory Indemnification. The corporation shall indemnify (A) any officer or director of the corporation and (B) any person (including an officer or director of the corporation) who has served or is serving at the request of the corporation as a director, trustee or officer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including, without limitation, any action threatened or instituted by or in the right of the corporation) by reason of the fact that he is or was a director, trustee, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust, or other enterprise, against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. A person claiming indemnification under this Section 1 shall be presumed in respect of any act or omission giving rise to such claim for indemnification, to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal matter, to have had no reasonable cause to believe his conduct was unlawful, and the termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption. Section 2. Court-Approved Indemnification. Anything contained in the Regulations or elsewhere to the contrary notwithstanding: (A) the corporation shall not indemnify (i) any officer or director of the corporation, or (ii) any person (including an officer or director of the corporation) who has served or is serving at the request of the corporation as a director, trustee or officer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise who was a party to any completed action or suit instituted by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for gross negligence or misconduct (other than negligence) in the performance of his duty to the corporation unless and only to the extent that the Court of Common Pleas of Butler County, Ohio or the court in which such action or suit was brought shall determine upon application that despite such adjudication of liability, and in view of all the circumstances of the -3- case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and (B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 2. Section 3. Indemnification for Expenses. Anything contained in the Regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation or any person (including an officer or director of the corporation) who has served or is serving at the request of the corporation as a director, trustee or officer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) actually and reasonably incurred by him in connection therewith. Section 4. Determination Required. Any indemnification required under Section 1 and not precluded under Section 2 shall be made by the corporation only upon a determination that such indemnification is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 1. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified, within the past five years or (C) by the shareholders or (D) by the Court of Common Pleas of Butler County, Ohio or (if the corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under subparagraph (D) of this Section at any time (including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under subparagraph (A) or by independent legal counsel under subparagraph (B) or by the shareholders under subparagraph (C) of this Section); and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under subparagraph (A) or by independent legal counsel under subparagraph (B) or by shareholders under subparagraph (C) of this Section shall be evidence in rebuttal of the presumption recited in Section 1. Any determination made by the disinterested directors under subparagraph (A) of this Section or by independent legal counsel under subparagraph (B) of this Section to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Butler County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination. -4- Section 5. Advances for Expenses. Expenses (including, without limitation, attorneys fees, filing fees, court reporters' fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 1 shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer, Director or other person entitled to indemnity under Section 1 promptly as such expenses are incurred by him, but only if such officer, Director or other person shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise: (A) unless it shall ultimately be determined as provided in Section 4 that he is not entitled to be indemnified by the corporation as provided under Section 1; or (B) if, in respect of any claim, issue or other matter asserted by or in the right of the corporation in such action or suit, he shall have been adjudged to be liable for gross negligence or misconduct (other than negligence) in the performance of his duty to the corporation, unless and only to the extent that the Court of Common Pleas of Butler County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances, he is fairly and reasonably entitled to all or part of such indemnification. Section 6. Article V Not Exclusive. The indemnification provided by this Article V shall not be exclusive of any other rights to which any person seeking indemnification may be entitled under the Articles or the Regulations or any agreement, vote of shareholders of the corporation or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 7. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, trustee, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the obligation or the power to indemnify him against such liability under the provisions of this Article V. Section 8. Certain Definitions. For purposes of this Article V, and as examples and not by way of limitation: (A) A person claiming indemnification under this Article V shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of a fine upon him, and without his payment or agreement to pay any amount in settlement thereof -5- (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or otherwise results in a vindication of him); and (B) References to an "other enterprise" shall include employee benefit plans; references to a "fine" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involved services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of the corporation" within the meaning of that term as used in this Article V. Section 9. Venue. Any action, suit or proceeding to determine a claim for indemnification under this Article V may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Butler County, Ohio. The corporation and (by claiming such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Butler County, Ohio in any such action, suit or proceeding. Division (E) of Section 1701.13 of the Ohio Revised Code addresses indemnification by an Ohio corporation and provides as follows: (E)(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, member, manager or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. (2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, -6- manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following: (a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper; (b) Any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Revised Code. (3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E) (1) or (2) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding. (4) Any indemnification under division (E) (1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, trustee, officer, employee, member, manager or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in division (E) (1) or (2) of this section. Such determination shall be made as follows: (a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E) (1) or (2) of this section; (b) If the quorum described in division (E) (4) (a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years; (c) By the shareholders; (d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E) (1) or (2) of this section was brought. Any determination made by the disinterested directors under division (E) (4) (a) or by independent legal counsel under division (E) (4) (b) of this section shall be promptly -7- communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E) (2) of this section, and, within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination. (5) (a) Unless at the time of a director's act or omission that is the subject of an action, suit, or proceeding referred to in division (E) (1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E) (1) or (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney's fees, incurred by a director in defending the action, suit, or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following: (i) Repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation; (ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding. (b) Expenses, including attorney's fees, incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in division (E) (1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, member, manager, or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the corporation. (6) The indemnification authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, trustee, officer employee, member, manager, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. (7) A corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as -8- such, whether or not the corporation would have the power to indemnify him against such liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest. (8) The authority of a corporation to indemnify persons pursuant to division (E) (1) or (2) of this section does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E) (5), (6), and (7) of this section. Divisions (E) (1) and (2) of this section do not create any obligation to repay or return payments made by the corporation pursuant to division (E) (5), (6), or (7). (9) As used in division (E) of this section, references to "corporation" includes all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in same position under this section with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity. The Company has purchased insurance coverage under policies which insure directors and officers against certain liabilities which might be incurred by them in such capacity. The Registrant has also entered into indemnification agreements with its directors and officers which require the registrant to indemnify its directors and officers generally to the extent and under the circumstances provided in Article V of Company's Code of Regulations. Section 11.05 of the Ohio Casualty Corporation 2002 Stock Incentive Plan addresses the indemnification of individuals who serve as members of the Board of Directors of the Company or who serve as member of the committee of the Board of Directors of the Company that administers the 2002 Stock Incentive Plan in respect of matters related to or arising out of the operation of such Plan. Section 11.05 provides as follows: 11.05 Indemnification. Each individual who is or was a member of the Committee or of the Board will be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be made a party or in which he or she may be involved by reason of any action taken or failure to take action under the Plan as a Committee member and against and from any and all amounts paid, with the Company's approval, by him or her in settlement of any matter related to or arising from the Plan as a Committee member; or paid by him or her in satisfaction of any judgment in any action, suit or proceeding relating to or arising from the Plan against him or her as a Committee member, but only if he or she gives the Company an opportunity, at its own expense, to handle and defend the matter before he or she undertakes to handle and defend it in his or her own behalf. The right of indemnification described in this section is not exclusive and -9- is independent of any other rights of indemnification to which the individual may be entitled under the Company's organizational documents, by contract, as a matter of law, or otherwise. Item 7. Exemption from Registration Claimed. - --------------------------------------------- Not Applicable. Item 8. Exhibits. - ------------------ See the Index to Exhibits attached hereto at pages 13-15. Item 9. Undertakings. - ---------------------- A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effect amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report -10- pursuant to Section 13 (a) or Section 15 (d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Part II, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fairfield, State of Ohio, on the 15th day of May, 2002. OHIO CASUALTY CORPORATION By: /s/ Dan R. Carmichael -------------------------- Dan R. Carmichael, President and Chief Executive Officer -11- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Dan R. Carmichael May 15, 2002 - -------------------------- Dan R. Carmichael President and Chief Executive Officer; Director * /s/ Donald F. McKee May 15, 2002 - -------------------------- Donald F. McKee Chief Financial Officer [Chief Financial and Principal Accounting Officer] * /s/ Howard L. Sloneker III May 15, 2002 - ---------------------------- Howard L. Sloneker III Director * /s/ Terrence J. Baehr May 15, 2002 - ------------------------ Terrence J. Baehr Director * /s/ Jack E. Brown May 15, 2002 - ------------------------ Jack E. Brown Director * /s/ Catherine E. Dolan May 15, 2002 - ------------------------- Catherine E. Dolan Director * /s/ Stephen S. Marcum May 15, 2002 - ------------------------- Stephen S. Marcum Director * /s/ Stanley N. Pontius May 15, 2002 - ------------------------- Stanley N. Pontius Director * /s/ Edward T. Roeding May 15, 2002 - ------------------------- Edward T. Roeding Director /s/ Dan R. Carmichael - ------------------------- Dan R. Carmichael *Pursuant to Power of Attorney (Attorney-in-Fact)
-12- INDEX TO EXHIBITS ----------------- Exhibit No. Description Location - ----------- ----------- -------- 4.1 (a) Certificate of Amended Articles of Incorporated by reference to Incorporation of Ohio Casualty Exhibit 4(a) of the Company's Corporation (the "Company") as filed Current Report on Form 8-K with the Ohio Secretary of State on with the Securities and May 25, 1983 Exchange Commission on December 15, 1998 (the "1998 Form 8-K") 4.1 (b) Certificate of Amendments to the Incorporated by reference to Articles of Incorporation of the Exhibit 4(b) of the 1998 Company as filed with the Ohio Form 8-K. Secretary of State on November 21, 1986 4-1 (c) Certificate of Amendment to Amended Incorporated by reference to Articles of Incorporation of the Exhibit 4(c) of the 1998 Company as filed with the Ohio Form 8-K Secretary of State on April 29, 1992 4.1 (d) Certificate of Amendment to Amended Incorporated by reference to Articles of Incorporation of the Exhibit 4(d) of the 1998 Company as filed with the Ohio Form 8-K Secretary of State on April 30, 1996 4.1 (e) Certificate of Amendment to Amended Incorporated by reference to Articles of Incorporation of the Exhibit 4(e) of the Company's Company, as filed with the Ohio Registration Statement on Form Secretary of State on May 10, 2000 S-8 (No. 333-42942), as filed with the Securities and Exchange Commission on August 3, 2000 (the "2000 S-8") -13- 4.1 (f) Amended Articles of Incorporation of Incorporated by reference to the Company reflecting amendments Exhibit 4(f) of the 2000 S-8 through May 10, 2000) [filed for Securities and Exchange Commission reporting purposes only not filed with Ohio Secretary of State] 4.2 (a) Code of Regulations of the Company Incorporated by reference to Exhibit 4(f) of the 1998 Form 8-K 4.2 (b) Certificate of Amendment to the Code Incorporated by reference to of Regulations of the Company Exhibit 4(h) of the 2000 S-8 4.2 (c) Code of Regulations, as amended, Incorporated by reference to reflecting amendments through April Exhibit 4(i) of the 2000 S-8 26, 2000 (filed for Securities and Exchange Commission reporting purposes only) 4.3 (a) Amended and Restated Rights Agreement, Incorporated by reference to dated as of February 19, 1998 between the Company's Form 8-A/A Amendment the Company and First Chicago Trust No. 3 dated February 19, 1998, as Company of New York as Rights Agent filed with the Securities and Exchange Commission on March 5, 1998 4.3 (b) First Amendment to the Amended and Incorporated by reference to Restated Rights Agreement dated Exhibit 4(b) of the Company's November 8, 2001 Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as filed with the Securities and Exchange Commission on March 5, 2002 4.3 (c) Certificate of Adjustment by the Incorporated by reference to Company dated as of July 1, 1999 Exhibit 9 of the Company's Form 8-A/A Amendment No. 4 dated July 1, 1999, as filed with the Securities and Exchange Commission on July 2, 1999 -14- 4.4 Indenture, dated as of March 19, Incorporated by reference to 2002 between the Company and HSBC Exhibit 4 of the Company's Current Bank USA, including the terms of Report on Form 8-K as filed with the notes the Securities and Exchange Commission on April 1, 2002 4 Registration Rights Agreement, dated Incorporated by reference to as of March 19, 2002, among the Company Exhibit 4 of the Company's and Merrill Lynch & Co., Merrill Lynch, Quarterly Report on Form 10-Q for Pierce, Fenner & Smith Incorporated the quarter ended March 31, 2002, as filed with the Securities and Exchange Commission on May 14, 2002 5 Opinion of Vorys, Sater, Seymour and Filed herewith Pease LLP as to legality 10 2002 Stock Incentive Plan Filed herewith 23 (a) Consent of Ernst & Young LLP Filed herewith 23 (b) Consent of PricewaterhouseCoopers LLC Filed herewith 23 (c) Consent of Vorys, Sater, Seymour and Filed as part of Exhibit 5 Pease LLP 24 Powers of Attorney Filed herewith
-15- EX-5 2 vorysex5.txt OPINION OF VORYS SATER SEYMOUR AND PEASE LLP Exhibit 5 Letterhead of Vorys, Sater, Seymour and Pease, LLP May 15, 2002 Ohio Casualty Corporation 9450 Seward Road Fairfield, OH 45014 Ladies and Gentlemen: We have acted as counsel to Ohio Casualty Corporation, an Ohio corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act") relating to the issuance of up to 3,334,458 Common Shares, par value $.125 per share (the "Common Shares"), of the Company pursuant to awards under the Ohio Casualty Corporation 2002 Stock Incentive Plan (the "Plan"). In connection with the foregoing, we have examined: (a) the articles of incorporation, as amended, and the code of regulations, as amended, of the Company; (b) the Plan; and (c) such records of the corporate proceedings of the Company and such other documents as we have deemed relevant. Based on such examination, we are of the opinion that the Common Shares available for issuance under the Plan, when issued, delivered and paid for in accordance with the terms and conditions of the Plan and the applicable award agreements, will be legally issued, fully paid and nonassessable. We are members of the Bar of the State of Ohio and do not purport to be experts in the laws of any jurisdiction other than the laws of the State of Ohio, including the applicable provisions of the Ohio Constitution and the reported judicial decisions interpreting those laws, and the United States of America. This opinion is furnished by us solely for the benefit of the Company in connection with the offering of the Common Shares pursuant to the Plan and the filing of the Registration Statement and any amendments thereto. This opinion may not be relied upon by any other person or assigned, quoted or otherwise used without our specific written consent. Ohio Casualty Corporation May 15, 2002 Page 2 Notwithstanding the foregoing, we hereby consent to the filing of this Opinion as Exhibit 5 to the Registration Statement and the reference to us in Item 5 of Part II of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of person whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, VORYS, SATER, SEYMOUR AND PEASE LLP EX-10 3 planex10.txt 2002 STOCK INCENTIVE PLAN Exhibit 10 OHIO CASUALTY CORPORATION 2002 STOCK INCENTIVE PLAN 1.00 PURPOSE This Plan is intended to foster and promote the Company's long-term financial success and to increase shareholder value by [1] providing Participants an opportunity to acquire an ownership interest or to increase an ownership interest in the Company and [2] enabling the Company to attract and retain the services of outstanding individuals upon whose judgment, interest and dedication the successful conduct of the Company's business is largely dependent. 2.00 DEFINITIONS When used in this Plan, the following terms will have the meanings given to them in this section unless another meaning is expressly provided elsewhere in this Plan. When applying these definitions, the form of any term or word will include any of its other forms. Act. The Securities Exchange Act of 1934, as amended. Annual Meeting. The annual meeting of the Company's shareholders. Award. Any Incentive Stock Option, Nonqualified Stock Option, Restricted Stock, Stock Appreciation Right and shares of Stock issued under Section 7.02. The aggregate number of shares of Stock with respect to which Options and SARs may be issued to any Participant for any Plan Year may not be larger than 400,000 shares of Stock (adjusted as provided in Section 4.03), including Options and SARs that are cancelled or deemed to have been cancelled under Treas. Reg. Section 162-27(e)(2)(vi)(B) during the Plan Year issued. Award Agreement. The written agreement between the Company and each Participant that describes the terms and conditions of each Award. Beneficiary. The individual a Participant designates to receive (or to exercise) any Plan benefits (or rights) that are unpaid (or unexercised) when the Participant dies. A Beneficiary may be designated only by following the procedures described in Section 11.02; neither the Company nor the Committee is required or permitted to infer a Beneficiary from any other source. Board. The Company's board of directors. Cause. For purposes of this Plan, with respect to any Participant who is an Employee: [1] Any act of fraud, intentional misrepresentation, embezzlement, misappropriation or conversion of any Company or Subsidiary asset or business opportunity; [2] Conviction of, or entering into a plea of nolo contendere to, a felony; [3] Intentional, repeated or continuing violation of any of the Company's policies or procedures that occurs or continues after notice to the Participant that he or she has violated a Company policy or procedure; or [4] Any breach of a written covenant or agreement with the Company or any Subsidiary, including the terms of this Plan. Code. The Internal Revenue Code of 1986, as in effect on the Effective Date or as amended or superceded after the Effective Date, and any regulations and applicable rulings issued under the Code. Committee. [1] In the case of Awards to Directors, the Board; or [2] In the case of all other Awards, the Board's compensation committee which also constitutes a "compensation committee" within the meaning of Treas. Reg. Section 1.162-27(c)(4). The Committee will be comprised of at least three individuals [a] each of whom must be [i] an outside director, as defined in Treas. Reg. Section 1.162-27(e)(3)(i) and [ii] a "non-employee director" within the meaning of Rule 16b-3 under the Act and [b] none of whom may receive remuneration in any capacity other than as a director, except as permitted under Treas. Reg. Section 1.162-27(e)(3)(ii). Company. Ohio Casualty Corporation, a corporation organized under the laws of Ohio, and any successor to it. Director. Each member of the Board or of the board of directors of any Subsidiary who is not an Employee. Director Option. A Nonqualified Stock Option granted to a Director under Section 5.00. Disability. A disability as defined in Code Section 22(e)(3). Effective Date. The date this Plan is approved by the Board or, if later, the first day of the 12-month period ending on the date the Plan is approved by the shareholders. Employee. Any individual who is a common law employee of the Company or of any Subsidiary. A worker who is classified as other than a common law employee but who is subsequently reclassified as a common law employee of an Employer for any reason and on any basis will be treated as a common law employee only from the date of that determination and will not retroactively be reclassified as an Employee for any purpose of this Plan. Exercise Price. The price at which a Participant may exercise an Award. -2- Fair Market Value. The value of one share of Stock on the relevant date, determined as follows: [1] If the shares are traded on an exchange (including the NASDAQ National Market System), the reported "closing price" on the relevant date, assuming it is a trading date; otherwise on the next trading day. [2] If the shares are traded over-the-counter with no reported closing price, the mean between the lowest bid and the highest asked prices on that quotation system on the relevant date assuming it is a trading day; otherwise on the next trading day; and [3] If neither [1] nor [2] applies, the fair market value as determined by the Committee in good faith. Freestanding SAR. An SAR that is not associated with an Option and is granted under Section 7.00. Grant Date. The date an Award is granted. Incentive Stock Option. Any Option granted under Section 5.00 that meets the conditions imposed under Code Section 422(b). Nonqualified Stock Option. Any Option granted under Section 5.00 that is not an Incentive Stock Option. Option. The right granted under Section 5.00 to purchase a share of Stock at a stated price for a specified period of time. An Option may be either [1] an Incentive Stock Option or [2] a Nonqualified Stock Option. Participant. Any Employee or Director to whom the Committee grants an Award. Plan. Ohio Casualty Corporation 2002 Stock Incentive Plan. Plan Year. The Company's fiscal year. Prior Plan. The Ohio Casualty Corporation 1993 Stock Incentive Program. Restricted Stock. An Award granted under Section 6.00. Restriction Period. The period over which the Committee will determine if grantee has met conditions placed on Restricted Stock. Retirement. An Employee's Termination of Service after qualifying for normal or early retirement under the Company's tax-qualified defined benefit pension plan. Stock. Common shares issued by the Company. Stock Appreciation Right (or "SAR"). An Award granted under Section 7.00 that is either a Tandem SAR or a Freestanding SAR. -3- Subsidiary. Any corporation, partnership or other form of unincorporated entity of which the Company owns, directly or indirectly, 50 percent or more of the total combined voting power of all classes of stock, if the entity is a corporation; or of the capital or profits interest, if the entity is a partnership or another form of unincorporated entity. Tandem SAR. A SAR that is associated with an Option and which expires when that Option expires or is exercised, as described in Section 7.00. Termination of Service. As appropriate, [1] termination of the employee- employer relationship between a Participant and the Company and all Subsidiaries for any reason or [2] cessation of a Director's service on the Board (and the boards of directors of all Subsidiaries) for any reason. However, (with respect to any Award that is not an Incentive Stock Option) a Termination of Service will not have occurred solely because an Employee becomes a consultant to the Company or any Subsidiary but only if that consultant is providing bona fide services to the Company or any Subsidiary. 3.00 ADMINISTRATION 3.01 Committee Duties. The Committee is granted all powers appropriate and necessary to administer the Plan. Consistent with the Plan's purpose, the Committee may adopt, amend and rescind rules and regulations relating to the Plan, to the extent appropriate to protect the Company's interests and has complete discretion to make all other decisions necessary or advisable for the administration and interpretation of the Plan. Any action by the Committee will be final, binding and conclusive for all purposes and upon all Participants. 3.02 Delegation of Duties. In its sole discretion, the Committee may delegate to any individual or entity (including Employees) that it deems appropriate any of its duties other than those described in Section 3.03[1]. 3.03 Participation. [1] Consistent with the terms of the Plan, the Committee will: [a] Decide which Employees and Directors may become Participants; [b] Decide which Participants will be granted Awards; [c] Identify the type of Awards to be granted to each Participant; [d] Identify the terms and conditions imposed on any Awards granted; [e] Identify the procedures through which an Award may be exercised; [f] Identify the circumstances under which the Company may cancel an Award or reacquire any Award or shares of Stock acquired through the Plan; and [g] Impose any other terms and conditions the Committee believes are appropriate and necessary to implement the purpose of this Plan. -4- [2] The Committee may establish different terms and conditions: [a] For each type of Award; [b] For Participants receiving the same type of Award; and [c] For the same Participant for each Award the Participant receives, whether or not those Awards are granted at different times. [3] The Committee will prepare and deliver an Award Agreement to each affected Participant with respect to each Award. The Award Agreement will describe: [a] The type of Award and when and how it may be exercised; [b] The effect of exercising the Award; [c] Any Exercise Price associated with the Award; [d] Any conditions that must be met before the Award may be exercised; [e] Any objective restrictions placed on Restricted Stock and any conditions that must be met before those restrictions will be released (e.g., conditions related to Company-wide, divisional or individual performance or growth in earnings per share, revenues or profits) and the related Restriction Periods. Performance related restrictions must be established before 25 percent of the related Restriction Period has expired. In its sole discretion, the Committee may adjust any performance related conditions with respect to any Participant who is transferred during a Restriction Period to a materially different position (or whose job duties change otherwise) to ensure that those conditions are appropriate to his or her new position; [f] When and how the Award may be exercised; and [g] Any other applicable terms and conditions affecting the Award. 3.04 Conditions of Participation. Each Participant receiving an Award agrees: [1] To sign an Award Agreement; and [2] To be bound by the terms of the Award Agreement and the Plan. 3.05 Limits on Exercisability. Regardless of any other provision of this Section 3.00 or the Plan, all unexercised Awards granted to a Participant will be forfeited if that Participant, before his or her Termination of Service or after Termination of Service but while any Award remains exercisable: -5- [1] Without the Committee's written consent, which may be withheld for any reason or for no reason, serves (or agrees to serve) as an officer, director or employee of any proprietorship, partnership or corporation or becomes the owner of a business or a member of a partnership that competes with any portion of the Company's (or a Subsidiary's) business or renders any service (including business consulting) to entities that compete with any portion of the Company's (or a Subsidiary's) business; [2] Refuses or fails to consult with, supply information to, or otherwise cooperate with, the Company after having been requested to do so; or [3] Deliberately engages in any action that the Committee concludes has caused substantial harm to the interests of the Company or any Subsidiary. 4.00 STOCK SUBJECT TO PLAN 4.01 Number of Shares. [1] Subject to Section 4.03, the number of shares of Stock subject to Awards under the Plan is the sum of: [a] 3,000,000; plus [b] The number of shares of Stock that were authorized to be awarded under the Prior Plan but were not awarded under the Prior Plan; plus [c] The number of shares of Stock that were awarded under the Prior Plan but which are subsequently forfeited under the terms of the Prior Plan. The terms of the Prior Plan will continue to apply to all awards issued under the Prior Plan while those awards are outstanding under the Prior Plan. However, the terms of this Plan will apply to Options issued with respect to all shares of Stock described in Section 4.01[1][a], [b] and [c]. [2] The shares of Stock to be delivered under the Plan may consist, in whole or in part, of treasury Stock or authorized but unissued Stock not reserved for any other purpose. 4.02 Cancelled, Terminated or Forfeited Awards. Any Award (other than an Award granted under Section 6.00) that, for any reason, is cancelled, terminated or otherwise settled without the issuance of any Stock or cash may again be granted under the Plan. 4.03 Adjustment in Capitalization. If, after the Effective Date, there is a Stock dividend or Stock split, recapitalization (including payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to shareholders, exchange of shares, or other similar corporate change affecting Stock, the Committee will appropriately adjust the number of Awards that may be issued to a Participant in any Plan Year, the aggregate number of shares of Stock available for Awards under Section 4.01 or subject to outstanding Awards (as well as any share-based limits imposed under this Plan) the respective prices and/or limitations applicable to outstanding Awards and any other affected factor, limit or term applying to Awards. -6- 5.00 OPTIONS 5.01 Grant of Options. [1] The Committee may grant Options to Participants who are Employees at any time during the term of this Plan. Options issued to Employees may be either [a] Incentive Stock Options or [b] Nonqualified Stock Options. [2] Effective on the third business day following the date of his or her election to the Board (or the board of directors of any Subsidiary), the Committee will grant Director Options to each Director as provided in Article 3.00 and subject to any terms and conditions imposed by the Committee on the Grant Date. 5.02 Option Price. Each Option will bear an Exercise Price that is not less than the Fair Market Value of a share of Stock on the Grant Date. However, each Incentive Stock Option granted to a Participant who owns [as defined in Code Section 424(d)] Stock possessing more than 10 percent of the total combined voting power of all classes of Stock will bear an Exercise Price that is at least 110 percent of the Fair Market Value of a share of Stock on the Grant Date. 5.03 Exercise of Options. Options awarded to a Participant under Section 5.01 may be exercised at the times and subject to the restrictions and conditions (including a vesting schedule) that the Committee specifies in the Award Agreement. However: [1] An Option may not be exercised for a fraction of a share, although this limitation will not be applied to prevent a Participant from acquiring the full number of shares of Stock for which Options are then exercisable; [2] The Committee may prohibit a Participant from exercising Options for fewer than the minimum number of shares specified by the Committee in the Award Agreement but only if this prohibition does not prevent a Participant from acquiring the full number of shares of Stock for which Options are then exercisable; and [3] Subject to Section 5.04[4], unless the Committee specifies otherwise in the Award Agreement, no Option may be exercised no more than 10 years after it is granted. 5.04 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary: [1] No provision of this Plan relating to Incentive Stock Options will be interpreted, amended or altered, nor will any discretion or authority granted under the Plan be exercised, in a manner that is inconsistent with Code Section 422 or, without the consent of any affected Participant, to cause any Incentive Stock Option to fail to qualify for the federal income tax treatment afforded under Code Section 421; [2] The aggregate Fair Market Value of the Stock (determined as of the Grant Date) with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all option plans of the Company and all Subsidiaries) will not exceed $100,000 (or the amount specified in Code Section 422(d)); -7- [3] No Incentive Stock Option may be granted to any individual who is not an Employee; and [4] No Incentive Stock Option may be exercised more than 10 years after it is granted (five years if the Participant owns [as defined in Code Section 424(d)] Stock possessing more than 10 percent of the total combined voting power of all classes of Stock). 5.05 Payment for Options. The Committee will develop procedures through which a Participant may pay an Option's Exercise Price, including tendering shares of Stock the Participant already has owned for at least six months, either by actual delivery of the previously owned shares of Stock or by attestation, valued at its Fair Market Value on the exercise date, as partial or full payment of the Exercise Price. 5.06 Restrictions on Transferability. The Committee may impose restrictions on any shares of Stock acquired through an Option, including restrictions related to applicable federal securities laws, the requirements of any national securities exchange or system on which Stock are then listed or traded, or any applicable blue sky or state securities laws. 6.00 RESTRICTED STOCK 6.01 Restricted Stock Grants. The Committee may grant shares of Restricted Stock to Participants at any time during the term of this Plan. 6.02 Transferability. Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable Restriction Period. In the Committee's sole discretion, all shares of Restricted Stock will: [1] Be held by the Company as escrow agent during the Restriction Period, along with any cash dividends and other cash distributions made with respect to escrowed Restricted Stock; or [2] Be issued to the Participant in the form of certificates bearing a legend describing the restrictions imposed on the shares. 6.03 Forfeitures; Removal of Restrictions. Restricted Stock will be: [1] Forfeited, if all restrictions have not been met at the end of the Restriction Period, and again become available under the Plan; or [2] Released from escrow and distributed (or any restrictions described in the certificate removed) as soon as practicable after the last day of the Restriction Period, if all restrictions have then been met. 6.04 Rights Associated with Restricted Stock. During the Restriction Period, and unless the Award Agreement provides otherwise, each Participant to whom Restricted Stock has been issued as described in Section 6.02[2]: [1] May exercise full voting rights associated with his or her Restricted Stock; and -8- [2] Subject to Section 6.02[1], will be entitled to receive all dividends and other distributions paid with respect to his or her Restricted Stock. If any dividends or other distributions are paid in shares of Stock, those shares will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were issued. Also, any dividend or other distribution paid with respect to Restricted Stock will be subject to a Restriction Period that is equal to the remaining Restriction Period imposed on the shares of Restricted Stock with respect to which the dividend or distribution is paid. 7.00 STOCK APPRECIATION RIGHTS, DIRECTORS' STOCK 7.01 Stock Appreciation Rights. The Committee may grant Freestanding SARs and Tandem SARs (or a combination of each) to Participants at any time during the term of this Plan. [1] The Exercise Price specified in the Award Agreement will: [a] In the case of a Freestanding SAR, never be less than 100 percent of the Fair Market Value of a share of Stock on the Grant Date; and [b] In the case of a Tandem SAR, never be less than the Exercise Price of the related Option. [2] Tandem SARs may be exercised with respect to all or part of the shares of Stock subject to the related Option by surrendering the right to exercise the equivalent portion of the related Option. However: [a] A Tandem SAR may be exercised only with respect to the shares of Stock for which its related Option is then exercisable; [b] A Tandem SAR will expire no later than the date the related Option expires; [c] The value of the payout with respect to a Tandem SAR related to an Incentive Stock Option will not be more than 100 percent of the difference between the Exercise Price of the related Option and the Fair Market Value of the shares of Stock subject to the related Option at the time the Tandem SAR is exercised; and [d] A Tandem SAR related to an Incentive Stock Option may be exercised only if the Fair Market Value of the shares of Stock subject to the related Option is greater than the Option's Exercise Price. [3] Freestanding SARs will be exercisable subject to the terms specified in the Award Agreement. [4] A Participant exercising an SAR will receive an amount equal to: [a] The difference between the Fair Market Value of a share of Stock on the exercise date and the Exercise Price; multiplied by [b] The number of shares of Stock with respect to which the SAR is exercised. -9- At the discretion of the Committee, this amount may be paid in cash, shares of Stock or any combination of both. 7.02 Directors' Stock. The Committee will grant Awards of shares of Stock to each Director equal to the portion of his or her retainer that is required to be issued in shares of Stock. These Awards will be made as of the date the affected retainer is due. 8.00 TERMINATION OF SERVICE/BUY OUT 8.01 Exercise Period. Except as provided in Section 8.02 and unless otherwise specified in the Award Agreement (other than an Award Agreement or portion of an Award Agreement relating to an Incentive Stock Option), all Awards that are outstanding (whether or not then exercisable) when a Participant Terminates Service: [1] Will expire on the earlier of [a] the date the Award expires under the terms of the Award Agreement or [b][i] 30 days after the date the Participant's Service is Terminated other than for Cause, [ii] the date on which the Participant voluntarily Terminates Service (other than due to Retirement) [iii] three months after the date the Participant (other than a Director) Terminates Service due to Retirement or [iv] 12 months after the date the Participant Terminates Service due to death or Disability; but [2] Will expire on the earlier of [a] the date the Award expires under the terms of the Award Agreement or [b] three months after the date a Participant who is a Director Terminates Service. However, if a Director dies within three months of having Terminated Service or if a Participant (other than a Director) dies within three months of having Terminated Service due to Retirement, the exercise period will be extended to the earlier of [c] the end of the twelfth month beginning after the date he or she Terminates Service or [d] the date the Award expires under the terms of the Award Agreement. [3] Unless otherwise specified in the Award Agreement, and regardless of any other Plan provision, all Awards (whether or not then exercisable) granted to a Participant whose Termination of Service is for Cause will be forfeited on the date that Participant Terminates Service for Cause. [4] Unless otherwise specified in the Award Agreement, and regardless of any other Plan provision, all Awards (whether or not then exercisable) granted to a Participant who Terminates Service for reason not otherwise specifically addressed in this section will be forfeited on the date that Participant Terminates Service. 8.02 Buy Out of Awards. At any time, the Committee, in its sole discretion and without the consent of the Participant, may cancel any or all outstanding Awards held by that Participant by providing to that Participant written notice ("Buy Out Notice") of its intention to exercise the rights reserved in this section. If a Buy Out Notice is given, the Company also will pay to each affected Participant the difference between [1] the Fair Market Value of each Award (or portion of an Award) to be cancelled and [2] the Exercise Price associated with each cancelled Award. However, unless otherwise specified in the Award Agreement, no payment will be made with respect to any Awards that are not exercisable when cancelled under this section. The Company will complete any buy out made under this section as soon as -10- administratively possible after the date of the Buy Out Notice. At the Committee's option, payment of the buy out amount may be made in cash, in whole shares of Stock or partly in cash and partly in shares of Stock. The number of whole shares of Stock, if any, included in the buy out amount will be determined by dividing the amount of the payment to be made in shares of Stock by the Fair Market Value as of the date of the Buy Out Notice. 9.00 MERGER, CONSOLIDATION OR SIMILAR EVENT If [1] the Company undergoes a merger or consolidation or if there is a reclassification of Stock or the exchange of Stock for the securities of another entity (other than a Subsidiary) that has acquired the Company's assets or which is in control [as defined in Code Section 368(c)] of an entity that has acquired the Company's assets and [2] the terms of that plan or agreement are binding on all holders of Stock (except to the extent that dissenting shareholders are entitled to relief under applicable law), then [3] Awards will become fully exercisable (whether or not exercisable by the terms of the Award Agreement), all restrictions will lapse as of the date of the merger, consolidation or reclassification and each affected Participant will receive, upon payment of the Exercise Price, if applicable, securities or cash, or both, equal to those the Participant would have been entitled to receive under the plan or agreement if the Participant had already exercised the Award. 10.00 AMENDMENT, MODIFICATION AND TERMINATION OF PLAN The Board or the Committee may terminate, suspend or amend the Plan at any time without shareholder approval except to the extent that shareholder approval is required to satisfy applicable requirements imposed by [1] Rule 16b-3 under the Act, or any successor rule or regulation, [2] applicable requirements of the Code or [3] any securities exchange, market or other quotation system on or through which the Company's securities are listed or traded. Also, no Plan amendment may [4] result in the loss of a Committee member's status as a "non-employee director" as defined in Rule 16b-3 under the Act, or any successor rule or regulation, with respect to any employee benefit plan of the Company, [5] cause the Plan to fail to meet requirements imposed by Rule 16b-3 or [6] without the consent of the affected Participant, adversely affect any Award issued before the amendment, modification or termination. However, nothing in this section will restrict the Committee's right to exercise the discretion retained in Section 8.02. 11.00 MISCELLANEOUS 11.01 Assignability. Except as provided in this section, an Award may not be transferred except by will or applicable laws of descent and distribution and, during the Participant's lifetime, may be exercised only by the Participant or the Participant's guardian or legal representative. However, with the Committee's written consent (which may be withheld for any reason or for no reason), a Participant or a specified group of Participants may transfer Awards (other than Incentive Stock Options) to a revocable inter vivos trust, of which the Participant is the settlor, or may transfer Awards (other than Incentive Stock Options) to any member of the Participant's immediate family, any trust, whether revocable or irrevocable, established solely for the benefit of the Participant's immediate family, or any partnership or limited liability company whose only partners or members are members of the Participant's immediate family ("Permissible Transferees"). Any Award transferred to a Permissible Transferee will continue to be subject to all of the terms and conditions that applied to the Award before the transfer and to any other rules prescribed by the -11- Committee. A Permissible Transferee may subsequently transfer an Award but only to another Permissible Transferee and only after complying with the terms of this section as if the Permissible Transferee was a Participant. 11.02 Beneficiary Designation. Each Participant may name a Beneficiary or Beneficiaries (who may be named contingently or successively) to receive or to exercise any vested Award that is unpaid or unexercised at the Participant's death. Each designation made will revoke all earlier designations made by the same Participant, must be made on a form prescribed by the Committee and will be effective only when filed in writing with the Committee. If a Participant has not made an effective Beneficiary designation, the deceased Participant's Beneficiary will be his or her surviving spouse or, if there is no surviving spouse, the deceased Participant's estate. 11.03 No Guarantee of Employment or Participation. Nothing in the Plan may be construed as: [1] Interfering with or limiting the right of the Company or any Subsidiary to terminate any Participant's employment at any time; [2] Conferring on any Participant any right to continue as an Employee or Director; [3] Guaranteeing that any Employee will be selected to be a Participant; or [4] Guaranteeing that any Participant will receive any future Awards. 11.04 Tax Withholding. The Company will withhold from other amounts owed to a Participant, or require the Participant to remit to the Company, an amount sufficient to satisfy federal, state and local withholding tax requirements on any Award, exercise or cancellation of an Award or purchase of shares of Stock. If these amounts are not to be withheld from other payments due to the Participant, the Company will defer payment of cash or issuance of shares of Stock until the earlier of: [1] Thirty days after the settlement date; or [2] The date the Participant remits the required amount. If the Participant has not remitted the required amount, the Company will permanently withhold from the value of the Awards to be distributed the minimum amount required to be withheld to comply with applicable federal, state and local income, wage and employment taxes and distribute the balance to the Participant. In its discretion, the Committee may allow a Participant to elect, subject to conditions the Committee establishes, to reimburse the Company for this withholding obligation through one or more of the following methods: [3] By having shares of Stock otherwise issuable under the Plan withheld by the Company (but only to the extent of the minimum amount that must be withheld to comply with applicable state, federal and local income, employment and wage tax laws); [4] By delivering, including by attestation, to the Company previously acquired shares of Stock that the Participant has owned for at least six months; -12- [5] By remitting cash to the Company; or [6] By remitting a personal check immediately payable to the Company. 11.05 Indemnification. Each individual who is or was a member of the Committee or of the Board will be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be made a party or in which he or she may be involved by reason of any action taken or failure to take action under the Plan as a Committee member and against and from any and all amounts paid, with the Company's approval, by him or her in settlement of any matter related to or arising from the Plan as a Committee member; or paid by him or her in satisfaction of any judgment in any action, suit or proceeding relating to or arising from the Plan against him or her as a Committee member, but only if he or she gives the Company an opportunity, at its own expense, to handle and defend the matter before he or she undertakes to handle and defend it in his or her own behalf. The right of indemnification described in this section is not exclusive and is independent of any other rights of indemnification to which the individual may be entitled under the Company's organizational documents, by contract, as a matter of law, or otherwise. 11.06 No Limitation on Compensation. Nothing in the Plan is to be construed to limit the right of the Company to establish other plans or to pay compensation to its employees or Directors in cash or property, in a manner not expressly contemplated by the Plan. 11.07 Requirements of Law. The grant of Awards and the issuance of shares of Stock will be subject to all applicable laws, rules and regulations and to all required approvals of any governmental agencies or national securities exchange, market or other quotation system. Also, no shares of Stock will be issued under the Plan unless the Company is satisfied that the issuance of those shares of Stock will comply with applicable federal and state securities laws. Certificates for shares of Stock delivered under the Plan may be subject to any stock transfer orders and other restrictions that the Committee believes to be advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or other recognized market or quotation system upon which the Stock is then listed or traded, or any other applicable federal or state securities law. The Committee may cause a legend or legends to be placed on any certificates issued under the Plan to make appropriate reference to restrictions within the scope of this section. 11.08 Term of Plan. The Plan will be effective upon its adoption by the Board and approval by the affirmative vote of the holders of a majority of the shares of voting stock present in person or represented by proxy at the first Annual Meeting occurring after the Board approves the Plan. Subject to Section 10.00, the Plan will continue until the tenth anniversary of the date it is adopted by the Board or approved by the Company's shareholders, whichever is earliest. 11.09 Governing Law. The Plan and all related agreements will be construed in accordance with and governed by the laws (other than laws governing conflicts of laws) of the United States and of the State of Ohio. -13- EX-23 4 eyexh23a.txt CONSENT OF ERNST & YOUNG LLP, EXHIBIT 23(A) Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Ohio Casualty Corporation 2002 Stock Incentive Plan, of our report dated February 15, 2002, with respect to the consolidated financial statements and schedules of Ohio Casualty Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. Cincinnati, Ohio Ernst & Young LLP May 10, 2002 EX-23 5 pwcex23b.txt CONSENT OF PRICEWATERHOUSECOOPERS LLC, EXHIBIT 23(B) Exhibit 23(b) Letterhead of PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP 1177 Avenue of the Americas New York NY 10036 Telephone (646) 471-4000 Facsimile (646) 471-4100 CONSENT OF INDEPENDENT AUDITORS ------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 16, 2001, relating to the financial statements and financial statement schedules of Ohio Casualty Corporation, which appears in Ohio Casualty Corporation's Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP New York, New York May 15, 2002 EX-24 6 ex24poa.txt POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Ohio Casualty Corporation (the "Company"), which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 relating to the offering and sale of its common shares pursuant to the Ohio Casualty Corporation 2002 Stock Incentive Plan, hereby constitutes and appoints Dan R. Carmichael and Howard L. Sloneker III as his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement, any and all amendments (including post- effective amendments) and documents related thereto, and to file the same, and all exhibits thereto, and other documents relating thereto, with the Securities and Exchange Commission, and grants unto each of said attorneys-in-fact and substitute or substitutes full power and authority to do each and every act and thing requested and necessary to be done in and about the premises as fully to all intents and purposes as he or she might do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and substitute or substitutes may lawfully do and seek to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this _____ day of May, 2002. By: /s/ Dan R. Carmichael _____________________________ Dan R. Carmichael POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Ohio Casualty Corporation (the "Company"), which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 relating to the offering and sale of its common shares pursuant to the Ohio Casualty Corporation 2002 Stock Incentive Plan, hereby constitutes and appoints Dan R. Carmichael and Howard L. Sloneker III as his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement, any and all amendments (including post- effective amendments) and documents related thereto, and to file the same, and all exhibits thereto, and other documents relating thereto, with the Securities and Exchange Commission, and grants unto each of said attorneys-in-fact and substitute or substitutes full power and authority to do each and every act and thing requested and necessary to be done in and about the premises as fully to all intents and purposes as he or she might do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and substitute or substitutes may lawfully do and seek to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this _____ day of May, 2002. By: /s/ Donald F. McKee _____________________________ Donald F. McKee POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Ohio Casualty Corporation (the "Company"), which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 relating to the offering and sale of its common shares pursuant to the Ohio Casualty Corporation 2002 Stock Incentive Plan, hereby constitutes and appoints Dan R. Carmichael and Howard L. Sloneker III as his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement, any and all amendments (including post- effective amendments) and documents related thereto, and to file the same, and all exhibits thereto, and other documents relating thereto, with the Securities and Exchange Commission, and grants unto each of said attorneys-in-fact and substitute or substitutes full power and authority to do each and every act and thing requested and necessary to be done in and about the premises as fully to all intents and purposes as he or she might do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and substitute or substitutes may lawfully do and seek to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this _____ day of May, 2002. By: /s/ Stanley N. Pontius _____________________________ Stanley N. Pontius POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Ohio Casualty Corporation (the "Company"), which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 relating to the offering and sale of its common shares pursuant to the Ohio Casualty Corporation 2002 Stock Incentive Plan, hereby constitutes and appoints Dan R. Carmichael and Howard L. Sloneker III as his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement, any and all amendments (including post- effective amendments) and documents related thereto, and to file the same, and all exhibits thereto, and other documents relating thereto, with the Securities and Exchange Commission, and grants unto each of said attorneys-in-fact and substitute or substitutes full power and authority to do each and every act and thing requested and necessary to be done in and about the premises as fully to all intents and purposes as he or she might do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and substitute or substitutes may lawfully do and seek to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this _____ day of May, 2002. By: /s/ Howard L. Sloneker III _____________________________ Howard L. Sloneker III POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Ohio Casualty Corporation (the "Company"), which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 relating to the offering and sale of its common shares pursuant to the Ohio Casualty Corporation 2002 Stock Incentive Plan, hereby constitutes and appoints Dan R. Carmichael and Howard L. Sloneker III as his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement, any and all amendments (including post- effective amendments) and documents related thereto, and to file the same, and all exhibits thereto, and other documents relating thereto, with the Securities and Exchange Commission, and grants unto each of said attorneys-in-fact and substitute or substitutes full power and authority to do each and every act and thing requested and necessary to be done in and about the premises as fully to all intents and purposes as he or she might do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and substitute or substitutes may lawfully do and seek to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this _____ day of May, 2002. By: /s/ Terrence J. Baehr _____________________________ Terrence J. Baehr POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Ohio Casualty Corporation (the "Company"), which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 relating to the offering and sale of its common shares pursuant to the Ohio Casualty Corporation 2002 Stock Incentive Plan, hereby constitutes and appoints Dan R. Carmichael and Howard L. Sloneker III as his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement, any and all amendments (including post- effective amendments) and documents related thereto, and to file the same, and all exhibits thereto, and other documents relating thereto, with the Securities and Exchange Commission, and grants unto each of said attorneys-in-fact and substitute or substitutes full power and authority to do each and every act and thing requested and necessary to be done in and about the premises as fully to all intents and purposes as he or she might do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and substitute or substitutes may lawfully do and seek to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this _____ day of May, 2002. By: /s/ Jack E. Brown _____________________________ Jack E. Brown POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Ohio Casualty Corporation (the "Company"), which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 relating to the offering and sale of its common shares pursuant to the Ohio Casualty Corporation 2002 Stock Incentive Plan, hereby constitutes and appoints Dan R. Carmichael and Howard L. Sloneker III as his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement, any and all amendments (including post- effective amendments) and documents related thereto, and to file the same, and all exhibits thereto, and other documents relating thereto, with the Securities and Exchange Commission, and grants unto each of said attorneys-in-fact and substitute or substitutes full power and authority to do each and every act and thing requested and necessary to be done in and about the premises as fully to all intents and purposes as he or she might do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and substitute or substitutes may lawfully do and seek to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this _____ day of May, 2002. By: /s/ Catherine E. Dolan _____________________________ Catherine E. Dolan POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Ohio Casualty Corporation (the "Company"), which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 relating to the offering and sale of its common shares pursuant to the Ohio Casualty Corporation 2002 Stock Incentive Plan, hereby constitutes and appoints Dan R. Carmichael and Howard L. Sloneker III as his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement, any and all amendments (including post- effective amendments) and documents related thereto, and to file the same, and all exhibits thereto, and other documents relating thereto, with the Securities and Exchange Commission, and grants unto each of said attorneys-in-fact and substitute or substitutes full power and authority to do each and every act and thing requested and necessary to be done in and about the premises as fully to all intents and purposes as he or she might do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and substitute or substitutes may lawfully do and seek to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this _____ day of May, 2002. By: /s/ Stephen S. Marcum _____________________________ Stephen S. Marcum POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Ohio Casualty Corporation (the "Company"), which is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 relating to the offering and sale of its common shares pursuant to the Ohio Casualty Corporation 2002 Stock Incentive Plan, hereby constitutes and appoints Dan R. Carmichael and Howard L. Sloneker III as his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement, any and all amendments (including post- effective amendments) and documents related thereto, and to file the same, and all exhibits thereto, and other documents relating thereto, with the Securities and Exchange Commission, and grants unto each of said attorneys-in-fact and substitute or substitutes full power and authority to do each and every act and thing requested and necessary to be done in and about the premises as fully to all intents and purposes as he or she might do in person, and hereby ratifies and confirms all things that each of said attorneys-in-fact and substitute or substitutes may lawfully do and seek to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this _____ day of May, 2002. By: /s/ Edward T. Roeding _____________________________ Edward T. Roeding -----END PRIVACY-ENHANCED MESSAGE-----