CHANGE IN CONTROL AGREEMENT

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                                                              Exhibit 1

                         OHIO CASUALTY CORPORATION
                         -------------------------

                        CHANGE IN CONTROL AGREEMENT
                        ---------------------------

                                    
This Agreement between               ("Employee"), the Ohio Casualty
Corporation, an Ohio corporation ("Corporation") and The Ohio Casualty
Insurance Company ("Company"), is effective January 1, 2007 ("Effective
Date") and, except as specifically provided in this document, supersedes
all agreements of similar import between the Employee, the Corporation and
the Company (collectively, the "Parties") dated October 1, 2003.

                               1.00 PURPOSE

The Corporation and the Company believe that [1] a sound and stable
management team is essential to promoting the best interests of the Group
and the Corporation's shareholders, [2] as is the case with many publicly
held corporations, a Change in Control may materially alter the Group's
structure and adversely affect managers' employment security, [3]
appropriate steps should be taken to enable certain managers, including the
Employee, to devote their full and continued attention to the Group's
business affairs during the crucial (and often tumultuous) period preceding
and immediately following a Change in Control and [4] subject to the terms
of this Agreement, these objectives can best be met by providing the
Employee with the severance payments described in this Agreement as updated
for the provisions of Code Section 409A.

                             2.00 DEFINITIONS

When used in this Agreement, the following terms will have the meanings
given to them in this Section unless another meaning is expressly provided
elsewhere in this Agreement.  When applying these definitions, the form of
any term or word will include any of its other forms and the word
"including" will mean "including, without limitation."

2.01 Board.  The board of directors of the Corporation.

2.02 Cause.  [1] Any act of fraud, intentional misrepresentation,
embezzlement, misappropriation or conversion by the Employee of the assets
or business opportunities of the Group, the Company, the Corporation, the
Employer or of any other Group Member, [2] conviction of the Employee of a
felony or intentional and repeated violations by the Employee of the
Employer's written policies or procedures, [3] the Employee's [a] willful
and continued refusal to substantially perform assigned duties (other than
any refusal resulting from incapacity due to physical or mental illness,
including Disability), [b] willful engagement in gross misconduct
materially and demonstrably injurious to any Group Member or [c] breach of
any term of this Agreement or [4] any intentional cooperation with any
party attempting to effect a Change in Control unless [a] the Board has
approved or ratified that action before the Change in Control or [b] that
cooperation is required by law.  However, "Cause" will not arise [i] solely
because the Employee is absent from active employment during periods of
vacation, consistent with the Employer's applicable vacation policy, or
other period of absence initiated by the Employee and approved by the
Employer or [ii] due to any event that constitutes Good Reason.


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2.03 Change in Control.

     [1]  Subject to the rules of application described in Section 2.03[2],
     the date on which the earliest of the following events occurs:

          [a]  After the Effective Date, an event that would be required to
          be reported as a change in control for purposes of the Exchange
          Act.

          [b]  During any 24-consecutive-calendar-month period ending after
          the Effective Date, there is a change in a majority of the Board;
          provided, however, that any new director whose nomination for
          election by the Corporation's shareholders was approved, or who
          was appointed or elected to the Board, by the vote of two-thirds
          of the directors then still in office who were in office at the
          beginning of the 24-consecutive-calendar-month period will be
          disregarded in determining if there has been a change in the
          majority of the Board.

          [c]  During any 12-consecutive-calendar month period beginning
          after the Effective Date, any entity or "person," [including a
          "group" as contemplated by Exchange Act Sections 13(d)(3) and
          14(d)(2)] is or becomes the "beneficial owner" [as defined in
          Rule 13d-3 under the Exchange Act], through a tender offer or
          otherwise, of Common Shares representing more than 20 percent or
          more of the combined voting power of the Corporation's then
          outstanding Common Shares.  However, this element of this
          definition will be applied without regard to the effect of any
          redemption of Common Shares by the Corporation or the acquisition
          of Common Shares by any Group Member and, solely for purposes of
          applying this Subsection 2.03[1][c], after ignoring any Common
          Shares acquired:

               [i]  By any employee benefit plan maintained by any Group
               Member;
              
               [ii] Directly, through an equity compensation plan
               maintained by any Group Member;
              
               [iii]     Directly, through inheritance, gift, bequest or by
               operation of law on the death of an individual; or
              
               [iv] By any entity or "person" [including a "group" as
               contemplated by Exchange Act Sections 13(d)(3) and 14(d)(2)]
               with respect to which that acquirer has filed Securities and
               Exchange Commission ("SEC") Schedule 13G indicating that the
               Common Shares were not acquired and are not held for the
               purpose of or with the effect of changing or influencing,
               directly or indirectly, the Corporation's management or
               policies, unless and until that entity or person indicates
               that its intent has changed by filing SEC Schedule 13D.


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          [d]  After the Effective Date, any entity or "person," [including
          a "group" as contemplated by Exchange Acts Sections 13(d)(3) and
          14(d)(2) and, in the aggregate, all employee pension benefit
          plans, as defined in Section 3(3) of the Employee Retirement
          Income Security Act of 1974, as amended, maintained by any Group
          Member] is or becomes the "beneficial owner" [as defined in Rule
          13d-3 under the Exchange Act], through a tender offer or
          otherwise, of Common Shares representing more than 50 percent or
          more of the combined voting power of the Corporation's then
          outstanding Common Shares.

          [e]  After the Effective Date, the Corporation's shareholders
          approve a definitive agreement to merge or combine the
          Corporation with or into another entity, a majority of the
          directors of which were not members of the Board immediately
          before the merger and in which the Corporation's shareholders
          will hold less than 50 percent of the voting power of the
          surviving entity.  When applying this element of this definition,
          shareholders will be determined immediately before and
          immediately after the merger or combination.

          [f]  Within any 12-consecutive-calendar-month period ending after
          the Effective Date, any entity or "person" [including a "group"
          as contemplated by Exchange Act Sections 13(d)(3) and 14(d)(2)
          and Code Section 280G] acquires, either directly or as a
          "beneficial owner" [as defined in Rule 13d-3 under the Exchange
          Act] of another entity or person, Group assets having a total
          gross fair market value equal to or greater than 50 percent of
          the book value of the Group's assets.  For purposes of this
          definition, "book value" will be established on the basis of the
          latest consolidated financial statement the Corporation filed
          with the Securities and Exchange Commission before the date any
          12-consecutive-calendar-month measurement period began.  However,
          except as otherwise provided in this Section, this element of
          this definition will be applied after ignoring:

               [i]  Any transfer of assets to an entity, more than 50
               percent of the total value or voting power of which is owned
               by one or more Group Members; or

               [ii] Any transfer of assets to any entity or "person"
               [including a "group" as contemplated by Exchange Act
               Sections 13(d)(3) and 14(d)(2)] that, immediately before the
               transfer, owns, directly or as a "beneficial owner" [as
               defined in Rule 13d-3 under the Exchange Act], more than 50
               percent of the total value or voting power of the
               Corporation's outstanding securities.

     [2]  For purposes of applying all parts of this definition, [a] Common
     Shares owned or acquired by the Employee or by any other entity or
     "person" [including a "group" as contemplated by Exchange Act Sections
     13(d)(3) and 14(d)(2)] acting in concert with the Employee will be
     disregarded, [b] any transfer of assets to the Employee or to (or
     merger of the Corporation with) any other entity or "person"
     [including a "group" as contemplated by Exchange Act Sections 13(d)(3)
     and 14(d)(2)] acting in concert with the Employee will be disregarded
     and [c] the constructive ownership rules of Code Section 318(a) will
     be applied to determine share ownership.


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2.04 Code.  The Internal Revenue Code of 1986, as amended, or any successor
statute.

2.05 Common Shares.  The Corporation's common shares or any security issued
in substitution, exchange or in place of the Corporation's common shares.

2.06 Confidential Information.  Any and all information (other than
information in the public domain) related to the Group's business or that
of any Group Member, including all processes, inventions, trade secrets,
computer programs, technical data, drawings or designs, information
concerning pricing and pricing policies, marketing techniques, plans and
forecasts, new product information, information concerning methods and
manner of operations and information relating to the identity and location
of all past, present and prospective agents and policy holders.

2.07 Date of Termination.  Except as otherwise provided in this Agreement:

     [1]  If the Employee is Terminated at or after reaching Retirement Age
     or because of Disability or for Cause, the date specified in the
     Notice of Termination;

     [2]  If the Employee dies, the date of death;

     [3]  If the Employee is Terminated for Good Reason, the date specified
     in the Notice of Termination;

     [4]  If the Employee Terminates after Retirement Age or is Terminated
     for any reason other than Retirement, Cause, Disability, death or Good
     Reason, the date on which a Notice of Termination is given; or

     [5]  If the Employer Terminates the Employee without giving a Notice
     of Termination, the date on which that Termination is effective.

However, if either Party utilizes the procedures described in Section 7.03
to dispute the basis on which the Employee's employment is being
terminated, the Date of Termination will be established by the adjudicator
acting under Section 7.03 but will never be later than the last day of the
Employee's active employment as an employee of all Group Members.

2.08 Disability.  A disability as defined in Code Section 22(e)(3).

2.09 Effective Period.  Except as otherwise provided in this Agreement, the
24 consecutive calendar months beginning after a Change in Control
occurring during the Term, even if that period extends beyond the Term.

2.10 Employee Obligation Payment.  A lump sum equal in value to the
obligations the Employee assumes under Section 3.05.  This amount will
consist of [1] the larger of [a] the annualized base salary the Employee
was receiving on the Date of Termination or [b] the annualized salary the
Employee was receiving on the date of the Change in Control, multiplied by
[2] 100 percent.


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2.11 Employer.  The Group Member by which the Employee is directly employed
on the date of any event, act or occurrence described in this Agreement,
including execution of this Agreement.  If, without incurring a
Termination, the Employee becomes an employee of a Group Member other than
the Employer, that Group Member will automatically become the Employee's
"Employer" under this Agreement and will be fully liable, as the Employee's
Employer, for all obligations arising under this Agreement, including the
payment of any amount described in Section 5.00 that becomes due during the
course of that employment relationship.

2.12 Exchange Act.  The Securities Exchange Act of 1934, as amended, or any
successor statute.

2.13 Good Reason.  Any of the following to which the Employee has not
consented in writing:

     [1]  At any time after a Change in Control and as of any time during
     the Effective Period, any breach of this Agreement of any nature
     whatsoever by or on behalf of the Group or any Group Member;
     
     [2]  At any time after a Change in Control and as of any time during
     the Effective Period, a reduction in the Employee's title, duties,
     responsibilities or status, as compared to either [a] the Employee's
     title, duties, responsibilities or status immediately before a Change
     in Control or [b] any enhanced or increased title, duties,
     responsibilities or status assigned to the Employee after the Change
     in Control;
    
     [3]  At any time after a Change in Control and as of any time during
     the Effective Period, the permanent assignment to the Employee of
     duties that are inconsistent with [a] the Employee's office
     immediately before the date of a Change in Control or [b] any more
     senior office to which the Employee is promoted after a Change in
     Control;

     [4]  During any calendar year ending after a Change in Control and as
     of any time during the Effective Period, a 15 percent (or larger)
     reduction (other than a reduction that is attributable to any [a]
     Termination for [i] death, [ii] Termination after reaching Retirement
     Age, [iii] Disability or [iv] Cause, [b] voluntary Termination by the
     Employee other than for Good Reason attributable to an event or
     condition arising under other subsections of this definition or [c]
     for any period of temporary absence initiated by the Employee and
     approved by the Employer) in the highest of [i] the Employee's total
     cash compensation for the preceding calendar year (including base
     salary, bonus potential, employee benefits and fringe benefits) or, if
     higher, [ii] the Employee's total cash compensation for the last
     calendar year ending before the Change in Control (including base
     salary, bonus potential, employee benefits and fringe benefits) but in
     both cases, determined without regard to any amounts, paid or payable,
     under Section 5.01[2] through 5.01[8];

     [5]  At any time after a Change in Control and as of any time during
     the Effective Period, a requirement that the Employee relocate to a
     principal office or worksite (or accept indefinite assignment) to a
     location more than 50 miles distant from [a] the principal office or
     worksite to which the Employee was assigned immediately before a
     Change in Control


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     or [b] any location to which the Employee agreed, in writing, to be
     assigned after a Change in Control;

     [6]  At any time after a Change in Control and as of any time during
     the Effective Period, the imposition on the Employee of business
     travel obligations substantially greater than the Employee's business
     travel obligations during the 12-consecutive-calendar-month period
     ending before the Change in Control but determined without regard to
     any special business travel obligations associated with activities
     relating to the Change in Control;

     [7]  At any time after a Change in Control and as of any time during
     the Effective Period, the Employer's [a] failure to continue in effect
     any material fringe benefit or compensation plan, retirement or
     deferred compensation plan, life insurance plan, health and accident
     plan, sick pay plan or disability plan in which the Employee is
     participating at the time of a Change in Control, [b] modification of
     any of the plans or programs just described that adversely affects the
     value of the Employee's benefits under those plans or [c] failure to
     provide the Employee, after a Change in Control, with the same number
     of paid vacation days to which the Employee is or becomes entitled at
     or anytime on or after a Change in Control under the terms of the
     Employer's vacation policy or program.  However, Good Reason will not
     arise under this Subsection solely because [i] the Corporation or the
     Employer terminates or modifies any program after a Change in Control
     solely to comply with applicable law but only to the extent of the
     legally required change, [ii] a plan or benefit program expires under
     self-executing terms contained in that plan or benefit program before
     the Change in Control or [iii] the Corporation or the Employer
     replaces a plan or program with a successor plan or program of equal
     or equivalent value to the Employee;

     [8]  For the duration of any period of any absence from active
     employment that begins or continues at any time after a Change in
     Control and before the earlier of Termination or the end of the
     Effective Period, failure to provide or continue any benefits
     (including disability benefits) available to employees who are absent
     from active employment (including because of disability) under
     programs maintained by the Employer on the date the absence (including
     disability) begins;

     [9]  During any period after a Change in Control and as of any time
     during the Effective Period, the Employee is unable to perform
     normally assigned duties because of a physical or mental condition and
     before the Employee Terminates, the Employer delivers to the Employee
     a Notice of Termination that is inconsistent with any disability
     program maintained by the Employer on the date of the Change in
     Control;

     [10] After a Change in Control and as of any time during the Effective
     Period, the Employer unsuccessfully attempts to Terminate the Employee
     for Cause, in which case the Effective Period will not end earlier
     than 60 days after the conclusion of the Employer's unsuccessful
     attempt to Terminate the Employee for Cause;


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     [11] After a Change in Control and as of any time during the Effective
     Period, the Employer attempts to amend or terminate this Agreement
     without regard to the procedures described in Sections 6.01 or 6.02;
     or

     [12] For any act or event described in Section 2.13[1] through [11]
     that occurs within six months before a Change in Control.

2.14 Group.  The Employer, the Corporation, the Company and any other
entity to which any of these is related through common ownership as defined
in Code Section 1504 either on the Effective Date or at any time during the
Term.

2.15 Group Member.  Each entity that is a member of the Group either on the
Effective Date or at any time during the Term.

2.16 Notice of Payment.  The written notice by which the Employer apprises
the Employee of [1] the amount of any payment due under this Agreement, [2]
the reason that amount is payable and [3] the basis on which that payment
was calculated.

2.17 Notice of Termination.  A written notice that describes in reasonable
detail the facts and circumstances claimed to provide a basis for
Termination.

2.18 Parties.  The Employer, the Corporation, the Company and the Employee.

2.19 Retirement Age.  The latest date on which the Employee is first
entitled to retire and receive unreduced normal retirement benefits under
any tax-qualified retirement plan sponsored by the Employer.

2.20 Term.  Initially, the period beginning on the Effective Date and
ending midnight, December 31, 2007 ("Termination Date").  Subject to
Section 6.02, the Term will automatically be extended for successive one-
year periods beginning on the Termination Date and anniversaries of each
Termination Date.

2.21 Termination.  Termination of the employee-employer relationship
between the Employee and all Group Members for any reason, whether or not
the Employee subsequently becomes a consultant or adviser to any Group
Member or serves as a member of the board of directors of any Group Member
and regardless of services performed pursuant to Sections 3.02 through
3.09, provided, however, that such Termination satisfies the requirements
of Code Section 409A(a)(2)(A)(i).  However, a Termination will not be
deemed to have occurred [1] solely because the Employee's Employer ceases
to be a Group Member and the Employee continues to be employed by that
former Group Member or [2] subject to Section 4.06, if the Employee's
employment relationship is transferred between Group Members without
interruption.
                                    
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                        3.00 EMPLOYEE'S OBLIGATIONS

By signing this Agreement, the Employee agrees to be bound by and to comply
with the following restrictions, whether or not the Employee also receives
the Employee Obligation Payments or any of the amounts and benefits
described in Section 5.00.

3.01 Services During Certain Events.  If any "person" (as used in Section
2.03[1][c]) initiates a tender or exchange offer, distributes proxy
materials to the Corporation's shareholders or takes other steps to effect,
or that may result in, a Change in Control, the Employee agrees not to
Terminate voluntarily during the pendency of that activity other than by
reason of Termination after reaching Retirement Age or Disability and to
continue to serve as a full-time employee of the Employer until those
efforts are abandoned, that activity is terminated or until a Change in
Control has occurred.

3.02 Confidential Information.  In exchange for the compensation described
in this Agreement and subject to Section 4.00, and except as otherwise
required by applicable law, Employee expressly agrees to keep and maintain
Confidential Information confidential and not, at any time during or
subsequent to the Employee's employment with any Group Member, to use any
Confidential Information for Employee's own benefit or to divulge, disclose
or communicate any Confidential Information to any person or entity in any
manner except [1] to employees or agents of the Employer or of the
Corporation or any Group Member that need the Confidential Information to
perform their duties on behalf of any Group Member, [2] in the performance
of Employee's duties to the Employer or [3] as a necessary (and only to the
extent necessary) part of any undertaking by the Employee to enforce the
Employee's rights under this Agreement.  Employee also agrees to notify the
Corporation promptly of any circumstance Employee believes may legally
compel the disclosure of Confidential Information and to give this notice
before disclosing any Confidential Information.

3.03 Solicitation of Employees.  In exchange for the compensation described
in this Agreement and subject to Section 4.00, the Employee agrees that for
two years after Termination [1] not, directly or indirectly, to solicit any
employee of any Group Member to leave employment with the Group, [2] not,
directly or indirectly, to employ or seek to employ any employee of any
Group Member and [3] not to cause or induce any of the Group's (or Group
Member's) competitors to solicit or employ any employee of any Group
Member.

3.04 Solicitation of Third Parties.  In exchange for the compensation
described in this Agreement and subject to Section 4.00, the Employee
agrees that during employment and for two years after terminating
employment with all Group Members not, directly or indirectly, to recruit,
solicit or otherwise induce or influence any agent or policy holder, sales
representative, lender, lessor, lessee or any other person having a
business relationship with the Group (or any Group Member) to discontinue
or reduce the extent of that relationship except in the course of
discharging the duties described in this Agreement and with the good faith
objective of advancing the Group's (or any Group Member's) business
interests.

3.05 Non-Competition.  In exchange for the compensation described in
Section 2.10 and subject to Section 4.00, the Employee agrees that for one
year after terminating employment with all

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Group Members not, directly or indirectly, to accept employment with, act
as a consultant to, or otherwise perform services that are substantially the
same or similar to those for which the Employee was compensated by any Group
Member (this comparison will be based on job-related functions and
responsibilities and not on job title) for any business that directly
competes with any portion of the Group's (or any Group Member's) business
with which the Employee was directly involved at any time during the five
calendar years preceding Termination.  This restriction applies to any parent,
division, affiliate, newly formed or purchased business(es) and/or successor
of a business that competes with the Group's (or any Group Member's) business.

3.06 Post-Termination Cooperation.  The Employee agrees that during and
after employment with any Group Members and without additional compensation
(other than reimbursement for reasonable associated expenses) to cooperate
with the Group (and with Group Member) in the following areas:

     [1]  Cooperation With the Group.  The Employee agrees [a] to be
     reasonably available to answer questions for the Group's (and any
     Group Member's) officers regarding any matter, project, initiative or
     effort for which the Employee was responsible while employed by any
     Group Member and [b] to cooperate with the Group (and with each Group
     Member) during the course of all third-party proceedings arising out
     of the Group's (and any Group Member's) business about which the
     Employee has knowledge or information.  For purposes of this
     Agreement, "proceedings" includes internal investigations,
     administrative investigations or proceedings and lawsuits (including
     pre-trial discovery and trial testimony) and "cooperation" includes
     [i] the Employee's being reasonably available for interviews,
     meetings, depositions, hearings and/or trials without the need for
     subpoena or assurances by the Group (or any Group Member), [ii]
     providing any and all documents in the Employee's possession that
     relate to the proceeding and [iii] providing assistance in locating
     any and all relevant notes and/or documents.

     [2]  Cooperation With Third Parties.  Unless compelled to do so by
     lawfully-served subpoena or court order, the Employee agrees not to
     communicate with, or give statements or testimony to, any attorney
     representing an interest opposed to the Group's (or any Group
     Member's) interest ("Opposing Attorney"), Opposing Attorney's
     representative (including private investigator) or current or former
     employee relating to any matter (including pending or threatened
     lawsuits or administrative investigations) about which the Employee
     has knowledge or information (other than knowledge or information that
     is not Confidential Information as defined in Section 2.06) as a
     result of employment with the Group (or any Group Member).  The
     Employee also agrees to notify the Corporation immediately after being
     contacted by a third party or receiving a subpoena or court order to
     appear and testify with respect to any matter that may include a claim
     opposed to the Group's (or any Group Member's) interest.  However,
     this Subsection will not apply to any effort undertaken by the
     Employee to enforce the Employee's rights under this Agreement but
     only to the extent necessary for that purpose.

     [3]  Cooperation With Media.  The Employee agrees not to communicate
     with, or give statements to, any member of the media (including print,
     television or radio media) relating to any matter (including pending
     or threatened lawsuits or administrative investigations)

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     about which the Employee has knowledge or information (other than
     knowledge or information that is not Confidential Information as
     defined in Section 2.06) as a result of employment with the Group
     (or any Group Member). The Employee also agrees to notify the
     Corporation immediately after being contacted by any member of the
     media with respect to any matter affected by this Section.

3.07 Non-Disparagement.  The Employee, the Corporation and the Company (on
their behalf and on behalf of the Group and each Group Member) agree that
neither will make any disparaging remarks about the other and the Employee
will not make any disparaging remarks about the Corporation's or the
Company's Chairman, Chief Executive Officer or any of the Group's officers,
directors or employees.  However, this Section will not preclude [1]
remarks by any employee of a Group Member made in the normal course of
business, [2] remarks by the Employee that are required to discharge the
Employee's regular duties or other duties described in this Agreement, [3]
the Corporation or the Company from making (or eliciting from any person)
disparaging remarks about the Employee concerning any conduct that may lead
to a termination for Cause, as defined in Section 2.02 (including
initiating an inquiry or investigation that may result in a termination for
Cause), but only to the extent reasonably necessary to investigate the
Employee's conduct and to protect the Group's (or any Group Member's)
interests or [4] any remarks made by either Party that are necessary (but
only to the extent necessary) to resolve any dispute arising under this
Agreement and that are made solely in the context of proceeding undertaken
to pursuant to Sections 7.02 and 7.03.

3.08 Effect of Breach of Obligations.  If the Employee breaches any
obligation described in this Agreement:

     [1]  If that breach occurs before a Change in Control, this Agreement
     will terminate as of the date of the breach, even if the fact of the
     breach becomes apparent at a later date and n