5.00% Convertible Notes due 2022 --------------------------------------------- INDENTUREIndenture • March 29th, 2005 • Ohio Casualty Corp • Fire, marine & casualty insurance • New York
1.00 PURPOSEChange in Control Agreement • March 11th, 2005 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
TABLE OF CONTENTS -----------------Rights Agreement • March 12th, 2004 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
175,000,000 5.00% Convertible Notes due 2022Purchase Agreement • May 17th, 2002 • Ohio Casualty Corp • Fire, marine & casualty insurance • New York
Dan R. Carmichael OHIO CASUALTY CORPORATION 2005 INCENTIVE PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT FOR DAN R. CARMICHAEL This Award Agreement describes the type of Award that you have been granted under the Ohio Casualty Corporation 2005...Restricted Stock Award Agreement • December 5th, 2005 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT OHIO CASUALTY CORPORATIONPreferred Securities Guarantee Agreement • May 8th, 2003 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
SECTION 1.01. Definitions. Unless the context otherwise requires:..........................1 ARTICLE 2 TRUST INDENTURE ACT SECTION 2.01. Trust Indenture Act; Application..............................................7 SECTION 2.02. Lists of Holders of...Ohio Casualty Corp • May 8th, 2003 • Fire, marine & casualty insurance • Delaware
1 Exhibit 10.c CONFORMED COPY OHIO CASUALTY CORPORATION CREDIT AGREEMENT Dated as of October 27, 1997 THE CHASE MANHATTAN BANK, as Administrative AgentCredit Agreement • November 13th, 1997 • Ohio Casualty Corp • Fire, marine & casualty insurance • New York
ARTICLE IReinsurance Agreement • March 27th, 1996 • Ohio Casualty Corp • Life insurance
ANDDeposit Agreement • May 8th, 2003 • Ohio Casualty Corp • Fire, marine & casualty insurance • New York
FORM OFPurchase Contract Agreement • May 8th, 2003 • Ohio Casualty Corp • Fire, marine & casualty insurance • New York
Exhibit 4.8(a) [Form of Warrant Agreement for Warrants Sold Alone] OHIO CASUALTY CORPORATIONWarrant Agreement • May 8th, 2003 • Ohio Casualty Corp • Fire, marine & casualty insurance • New York
Exhibit 10.11a FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of March 15, 2007, is entered into by and among Ohio Casualty Corporation, an Ohio corporation ("Borrower"), the Lenders party...Credit Agreement • May 9th, 2007 • Ohio Casualty Corp • Fire, marine & casualty insurance
ARTICLE II THE CREDITS 15 2.1. COMMITMENT 15 2.2. REQUIRED PAYMENTS; TERMINATION 16 2.3. RATABLE LOANS 17 2.4. TYPES OF ADVANCES 17 2.5. NON-USE FEE; REDUCTIONS IN AGGREGATE COMMITMENT 17 2.6. MINIMUM AMOUNT OF EACH ADVANCE 17 2.7. OPTIONAL PRINCIPAL...Credit Agreement • February 17th, 2006 • Ohio Casualty Corp • Fire, marine & casualty insurance
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2003 • Ohio Casualty Corp • Fire, marine & casualty insurance • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT FOR DONALD F. MCKEE This employment agreement ("Agreement") by and between the Ohio Casualty Corporation ("Corporation"), an Ohio corporation, and Donald F. McKee ("Executive"), collectively, the "Parties," is...Employment Agreement • November 14th, 2001 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
1 EXHIBIT 8 FOURTH AMENDMENT TO RIGHTS AGREEMENT Dated as of September 15, 1995Rights Agreement • September 15th, 1995 • Ohio Casualty Corp • Life insurance
Exhibit 10 CREDIT AGREEMENT AMONG OHIO CASUALTY CORPORATION as Borrower, THE LENDERS NAMED HEREIN, LASALLE BANK NATIONAL ASSOCIATION, as Agent, and ING CAPITAL LLC, as Documentation Agent DATED AS OF July 31, 2002 TABLE OF CONTENTS -----------------...Credit Agreement • August 14th, 2002 • Ohio Casualty Corp • Fire, marine & casualty insurance • Illinois
EMPLOYMENT AGREEMENT BY AND BETWEEN THE OHIO CASUALTY CORPORATION AND DAN R. CARMICHAELEmployment Agreement • December 5th, 2005 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
WITNESSETH:3 Stock Option Agreement • March 11th, 2005 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
WITNESSETH:Agreement and General Release • May 27th, 2005 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
Exhibit 10.1 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made to be effective as of the Effective Date (as that term is defined in Section 24 hereof) by and between The Ohio Casualty Insurance Company (the...Employment Agreement • May 17th, 1999 • Ohio Casualty Corp • Fire, marine & casualty insurance
FORM OF UNDERWRITING AGREEMENTOhio Casualty Corp • May 8th, 2003 • Fire, marine & casualty insurance • New York
1.00 PURPOSEOhio Casualty • November 16th, 2006 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 6, 2007 AMONG LIBERTY MUTUAL INSURANCE COMPANY, WATERFALL MERGER CORP. AND OHIO CASUALTY CORPORATIONAgreement and Plan of Merger • May 7th, 2007 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
This AGREEMENT AND PLAN OF MERGER, dated as of May 6, 2007 (this “Agreement”), is among Liberty Mutual Insurance Company, a Massachusetts stock insurance company (“Parent”), Waterfall Merger Corp., an Ohio corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Ohio Casualty Corporation, an Ohio corporation (the “Company” and, collectively with Parent and Merger Sub, the “parties”).
Exhibit 99.2 Employee Name: Address: SSN: OHIO CASUALTY CORPORATION 2005 INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT [EMPLOYEE'S NAME] This Award Agreement describes the type of Award that you have been granted and the terms and...Award Agreement • July 26th, 2005 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
Name: Address: THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. OHIO CASUALTY CORPORATION 2005 INCENTIVE PLAN PERFORMANCE-BASED STOCK UNIT AND CASH AWARD AGREEMENT...Ohio Casualty Corp • April 12th, 2007 • Fire, marine & casualty insurance
THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
FORM OF UNDERWRITING AGREEMENTOhio Casualty Corp • May 8th, 2003 • Fire, marine & casualty insurance • New York
Exhibit 10.3 SCHEDULE TO EXHIBIT 10.2 In addition to the Agreement with Howard L. Sloneker III, as Amended, dated July 24, 2000, attached as Exhibit 10.2, the Corporation entered into seven (7) additional Agreements, one with each of the following...Ohio Casualty Corp • November 14th, 2000 • Fire, marine & casualty insurance
In addition to the Agreement with Howard L. Sloneker III, as Amended, dated July 24, 2000, attached as Exhibit 10.2, the Corporation entered into seven (7) additional Agreements, one with each of the following persons:
EXHIBIT 10.1 FIRST AMENDMENT TO WARRANT AGREEMENT ------------------------------------ This First Amendment to Warrant Agreement (the "Amendment") is made to be effective the 15th day of April, 2002 by and between Ohio Casualty Corporation, an Ohio...Warrant Agreement • May 14th, 2002 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
Exhibit 10.6 STOCK OPTION AGREEMENT ---------------------- (OTHER OPTION GRANT) -------------------- (Non-Qualified Stock Option) ---------------------------- THIS AGREEMENT is made to be effective as of September 19, 2001, by and between Ohio...Stock Option Agreement • March 27th, 2003 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
Exhibit 99.1 THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OHIO CASUALTY CORPORATION 2005 INCENTIVE PLAN PERFORMANCE-BASED STOCK UNIT AND CASH AWARD AGREEMENT...Award Agreement • May 25th, 2005 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
Exhibit 99.3 Employee Name: Address: SSN: OHIO CASUALTY CORPORATION 2005 INCENTIVE PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT This Award Agreement describes the type of Award that you have been granted and the terms and conditions that must be met...Restricted Stock Award Agreement • July 26th, 2005 • Ohio Casualty Corp • Fire, marine & casualty insurance • Ohio
EXHIBIT 4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of March 19, 2002 by and between Ohio Casualty Corporation, an Ohio corporation (the "Company"), and Merrill Lynch & Co., Merrill Lynch, Pierce,...Registration Rights Agreement • May 14th, 2002 • Ohio Casualty Corp • Fire, marine & casualty insurance • New York
Exhibit 10-2 OHIO CASUALTY CORPORATION 2002 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT The Ohio Casualty Corporation ("Company") believes that its business interests are best served by providing you an opportunity to share in the...Stock Incentive Plan Non-Qualified Stock Option Agreement • March 1st, 2005 • Ohio Casualty Corp • Fire, marine & casualty insurance
