Benefit Equalization Plan

Exhibit 10.4


THE OHIO CASUALTY INSURANCE COMPANY


BENEFIT EQUALIZATION PLAN


Adopted as of August 16, 1990 Retroactive to July 1, 1990


June 2002 -1-


FORWARD


Effective as of July 1, 1990, the Ohio Casualty Insurance Company has adopted The Ohio Casualty Insurance Company Equalization Plan (the "Plan") for the benefit of certain of its employees. It is intended that the "excess benefits" provided under the Plan be an unfunded "excess benefit plan" as that term is defined in Section 3(36) of the Employee Retirement Income Security Act of 1974, and that the "supplemental benefits" provided under the Plan be an unfunded deferred compensation plan for "a select group of management or highly compensated employees" as that term is used in the Employee Retirement Income Security Act of 1974.


The purpose of the Plan is to provide eligible participants and their Beneficiaries with the amount of Company-provided benefits that would have been provided under the Employees Retirement Plan of The Ohio Casualty Insurance Company ("Retirement Plan") but for the limitations on benefits imposed under Section 415 of the Internal Revenue Code and the limitation on compensation for purposes of Retirement Plan imposed by Section 401(a)(17) of such Code.


SECTION ONE


1.1 Except to the extent otherwise indicated herein, and to the extent
otherwise inappropriate in the context, the definitions contained in
Section 1 of the Retirement Plan are application under the Plan.


1.2 "Actuarial Equivalent Present Value" means, with respect to Excess
Benefits and/or Supplemental Benefits, the lump sum actuarial
present value of the aggregate amount of such Excess Benefits and/or
Supplemental Benefits payable to or with respect to a participant in
accordance with the terms of the Plan. Such lump sum actuarial
equivalent present value shall be determined on the basis of


(a) the same mortality table used for the most current accounting valuation for the Retirement Plan, and


(b) the PBGC interest rate then in effect for purposes of valuing immediate annuities for terminating plans in accordance with requirements of Section 4062 of ERISA, adjusted by multiplying such rate by (1 minus the marginal tax rate reflecting,


June 2002


for this purpose, the combined Ohio and federal marginal tax rates), and further adjusted by rounding such rate as so determined to the nearest 1/4%.


1.3 "Beneficiary" means the beneficiary or beneficiaries (who may be any
one or more members of his family or other persons, executors,
administrators, any trust foundation or other entity) designated by
the participant, at such time and in such manner as the Company
shall determine, to receive any benefits payable hereunder after the
death of the participant as provided herein. If no beneficiary has
been designated, or if all designated beneficiaries have predeceased
the participant, the Beneficiary shall be the participant's legal
representative or, if no legal representative shall have been
appointed within six (6) months after the death of the participant,
then to and among such one or more of the spouse and blood relatives
of such deceased participant as the Company may in its sole
discretion appoint.


1.4 "Board of Directors" mean the Board of Directors of The Ohio
Casualty Insurance Company.


1.5 "Company" means The Ohio Casualty Insurance Company, or any entity
which shall be a successor to it in ownership of substantially all
of its assets and which shall assume all of its rights and
obligations under the Plan.


1.6 "Excess Benefit" means the excess, if any, of (i) the retirement
benefit which would have been payable to or with respect to ...