Common use of Executive’s Compensation Clause in Contracts

Executive’s Compensation. 3.01 During the Term and subject to this section and to Article 5: [1] The Corporation will pay to the Executive a “Base Salary” at an annualized rate of Six Hundred Eighty-nine Thousand Thirty-seven Dollars and Thirty-six Cents ($689,037.36), prorated to reflect partial calendar months and years of employment and paid in installments that correspond with the Corporation’s normal payroll practices, but in any event not less frequently than monthly. During the Term, Base Salary will not be reduced below Six Hundred Eighty-nine Thousand Thirty-seven Dollars and Thirty-six Cents ($689,037.36) without the Executive’s written consent but may be increased during the Term at the discretion of the Board. In the event Base Salary is increased, the increased Base Salary will not be reduced below that amount without the Executive’s written consent. [2] The Executive may participate in any long-term or short-term cash bonus program that the Corporation adopts or maintains for its senior executives and will be assigned a target bonus of no less than one hundred percent (100%) of his Base Salary. Except for the commitment just made, the amount of and conditions placed on the Executive’s participation in these programs and on the bonus amount will be established by the Board’s Compensation Committee subject to the terms of the plan or program through which it may be earned and other related documents and procedures governing that grant. In the event that the conditions of the programs are met and a bonus payment is earned, any payment under this Section 3.01[2] will be paid to the Executive in accordance with the terms of the program through which it was earned. [3] The Executive may participate in the health, welfare and retirement benefit programs (whether or not tax-qualified) provided to the Corporation’s senior executives (subject to the terms and conditions of the programs, a description of each of which has been given to the Executive), as these programs may from time to time be amended or modified by the Board or the Board’s Compensation Committee. The Corporation will provide long-term disability insurance which will provide benefits payable in the event that the Executive is disabled, as that term is defined by the insurance policy, during employment. The amount of the long term disability benefit will equal two thirds of the Executive’s most recently paid annual Base Salary and bonus, but will not exceed Six Hundred Eighty-four Thousand Dollars ($684,000.00) annually. [4] The Executive will receive the perquisites that are made available to the Corporation’s other senior executives (and will receive twenty-nine (29) paid time-off days under the Corporation’s paid-time-off program). Also, the Corporation will pay the initiation fees and monthly dues associated with the Executive’s membership fees in one country club located within fifteen (15) miles of the Corporation’s headquarters. Except as provided in Article 4, the Executive will be personally responsible for any costs associated with his use of these country club facilities. [5] The Executive will be eligible to participate in any equity compensation plan subject to the terms of that plan and to the extent deemed appropriate by the Board’s Compensation Committee.

Executive’s Compensation. 3.01 During the Term and subject to this section and to Article 5: [1] The Corporation will pay to the Executive a “Base Salary” at an annualized rate of Six Hundred Eighty-nine Thousand Thirty-seven Dollars and Thirty-six Cents ($689,037.36)650,000, prorated to reflect partial calendar months and years of employment and paid in installments that correspond with the Corporation’s normal payroll practices, but in any event not less frequently than monthly. During the Term, Base Salary will not be reduced below Six Hundred Eighty-nine Thousand Thirty-seven Dollars and Thirty-six Cents ($689,037.36) 650,000 without the Executive’s written consent but may be increased during the Term at the discretion of the BoardBoard of Directors. In the event Base Salary is increased, the increased Base Salary will not be reduced below that amount without the Executive’s Executives written consent. [2] The Also, and as an inducement to enter into this Agreement, as soon as practicable after the Employment Date, the Corporation will [a] make to the Executive a single lump sum payment of $100,000 (less lawful payroll deductions and taxes); and [b] subject to the terms of Article 5 of this Agreement and the Corporation’s shareholder-approved equity plan and the associated award agreement, issue to the Executive 28,000 restricted shares of its common stock, with the restrictions on which shall lapse on May 31, 2009 (subject to the provisions of Article 5). [3] During the Term, the Executive may participate in any long-term or short-term cash bonus program that the Corporation adopts or maintains for its senior executives and will be assigned a target bonus of no less than one hundred 85 percent (100%) of his Base Salary. Except for the commitment just mademade (and that provided in Section 3.01[4]), the amount of and conditions placed on the Executive’s participation in these programs and on the bonus amount will be established by the Board’s Compensation Committee subject to the terms of the plan or program through which it may be earned and other related documents and procedures governing that grant. In the event that the other conditions of the programs are met and a bonus payment is earned, any payment under this Section 3.01[23.01[3] will be paid to the Executive in accordance with the terms no later that March 15 of the program through which it was earnedyear following the bonus year. [34] For the Corporation’s 2006 fiscal year, the Corporation will pay to the Executive an incentive cash bonus of not less than $400,000 (less lawful payroll deductions and taxes) but only if he is actively employed by the Corporation on the last day of the fourth fiscal quarter beginning in 2006. The cash incentive bonus for fiscal year 2006 will be paid to the Executive no later than March 15, 2007. [5] The Executive may participate in the health, welfare and retirement benefit programs (whether or not tax-qualified) provided to the Corporation’s senior executives (subject to the terms and conditions of the programs, a description of each of which has been given to the Executive), as these programs may from time to time be amended or modified by the Board or the Board’s Compensation Committee. The Corporation will provide long-term disability insurance which will provide benefits payable in the event that the Executive is disabled, as that term is defined by the insurance policy, during employment. The amount of the long term disability benefit will equal two thirds of the Executive’s most recently paid annual Base Salary and bonus, but will not exceed Six Hundred Eighty-four Thousand Dollars ($684,000.00) annually. [46] The Executive will receive the perquisites that are made available to the Corporation’s other senior executives (and will receive twenty-nine (29) 29 paid time-off days under the Corporation’s paid-time-off program). Also, the Corporation will pay the initiation fees and monthly dues associated with the Executive’s membership fees in one country club located within fifteen (15) 15 miles of the Corporation’s headquarters. Except as provided in Article 44.00, the Executive will be personally responsible for any costs associated with his use of these country club facilities. [5] The Executive will be eligible to participate in any equity compensation plan subject to the terms of that plan and to the extent deemed appropriate by the Board’s Compensation Committee.

Executive’s Compensation. 3.01 During the Term and subject to this section and to Article 5: [1] The Corporation will pay to the Executive a “"Base Salary” " at an annualized rate of Six Hundred Eighty-nine Thousand Thirty-seven Dollars and Thirty-six Cents ($689,037.36)700,000, prorated to reflect partial calendar months and years of employment and paid in installments that correspond with the Corporation’s 's normal payroll practices, but in any event not less frequently than monthly. During the Term, Base Salary will not be reduced below Six Hundred Eighty-nine Thousand Thirty-seven Dollars and Thirty-six Cents ($689,037.36) 700,000 without the Executive’s 's written consent but may be increased during the Term at the discretion of the Board. In the event Base Salary is increased, the increased Base Salary will not be reduced below that amount without the Executive’s written consent's Executive Compensation Committee. [2] The Executive may participate in any long-term or short-short- term cash bonus program that the Corporation adopts or maintains during the Term for its senior executives and will be assigned a target bonus of no less than one hundred percent (100%) of his Base Salaryexecutives. Except for the commitment just made, the The amount of and conditions placed on the Executive’s 's participation in these programs and on the bonus amount will be established by the Board’s Compensation Committee Corporation subject to the terms of the plan or program through which it may be earned and other related documents and procedures governing that grant. In the event that the conditions of the programs are met and a bonus payment is earned, any payment under this Section 3.01[2] will be paid to the Executive in accordance with the terms of the program through which it was earned. [3] The Executive may participate in the health, welfare employee and retirement benefit programs (whether or not tax-qualified) provided to the Corporation’s 's senior executives (subject to the terms and conditions of the programs, a description of each of which has been given to the Executive), as these programs may from time to time be amended or modified by the Board or the Board’s 's Executive Compensation Committee. The Corporation will provide long-term disability insurance which will provide benefits payable in the event that the Executive is disabled, as that term is defined by the insurance policy, during employment. The amount of the long term disability benefit will equal two thirds of the Executive’s most recently paid annual Base Salary and bonus, but will not exceed Six Hundred Eighty-four Thousand Dollars ($684,000.00) annually. [4] The Executive will receive the perquisites that are made available to the Corporation’s 's other senior executives (and also will receive twenty-nine an additional allowance (29not to exceed $15,000 for any calendar year) paid time-off days under to be applied against the Corporation’s paid-time-off program). Also, the Corporation will pay the initiation fees and monthly dues associated with cost of the Executive’s membership fees in one country club located within fifteen (15) miles of the Corporation’s headquarters. Except as provided in Article 4's financial, the Executive will be personally responsible for any costs associated with his use of these country club facilitiestax and estate planning. [5] To the extent possible without generating excise tax and other penalties and interest under Section 409A of the Internal Revenue Code of 1986 ("Code"), the Executive may elect to receive any benefits accrued under The Executive Ohio Casualty Insurance Company Benefit Equalization Plan ("Benefit Equalization Plan") in installments (or other distribution schedule he may elect under the terms of the Benefit Equalization Plan) under procedures (and subject to reasonable terms, including terms relating to the payment of "earnings" on deferred distributions) that may be adopted without generating excise tax and other penalties and interest under Code Section 409A. Any items of compensation (including equity grants) that were accrued under the Prior Agreement but which have not been fully earned (or, in the case of equity grants, are not exercisable or are exercisable but have not been exercised) on the Effective Date will continue to be eligible to participate in any equity compensation plan subject to the terms of the Prior Agreement and the plans (and other related documents and procedures) through which that plan and to the extent deemed appropriate by the Board’s Compensation Committeecompensation (including equity grants) were provided or granted.