OHIO CASUALTY CORP
OHIO CASUALTY CORP EXH 10.2 TO FORM 10-Q
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<TYPE>EX-10
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<FILENAME>exh10-2.txt
<DESCRIPTION>OHIO CASUALTY CORP EXH 10.2 TO FORM 10-Q
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								   Exhibit 10.2

			 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;

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	[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.

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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.

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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.

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      [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:

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      [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.


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			     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));


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      [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


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      [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.


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      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


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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


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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-

<PAGE>

       [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.

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