Exhibit 10.3

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
GRANTED TO ON FEBRUARY 16, 2006
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Ohio Casualty Corporation ("Company") and its shareholders believe that their
business interests are best served by extending to you an opportunity to earn
additional compensation based on the growth of the Company's business. To
this end, the Company and its shareholders adopted the Ohio Casualty
Corporation 2005 Incentive Plan ("Plan") as a means through which you may
share in the Company's success. This is done by granting Awards to key
employees like you. If you satisfy the conditions described in this
Agreement (and the Plan), your Award will mature into cash and common shares
of the Company.

This Award Agreement describes many features of your Award and the conditions
you must meet before you may receive the value associated with your Award.
To ensure you fully understand these terms and conditions, you should:

- Carefully read the Plan and the Plan's prospectus to ensure you
understand how the Plan works;

- Read this Award Agreement carefully to ensure you understand what you
must do to earn your Award; and

- Contact the Compensation Department if you have any questions about
your Award.

Also, no later than March 31, 2006, you must return a signed copy of the
Award Agreement to Lynn C. Schoel in HR Management.

If you do not do this, your Award will be revoked automatically as of the
date it was granted and you will not be entitled to receive any amount on
account of the retroactively revoked Award.

Section 409A of the Internal Revenue Code ("Section 409A") imposes
substantial penalties on persons who receive some forms of deferred
compensation (see the Plan's prospectus for more information about these
penalties). Your Award has been designed to avoid these penalties. However,
because the Internal Revenue Service has not yet issued final rules fully
defining the effect of Section 409A, it is possible that your Award and the
Award Agreement must be revised after the IRS issues final rules. As a
condition of accepting this Award, you must agree to accept those revisions,
without any further consideration, even if those revisions change the terms
of your Award and reduce its value or potential value.

Nature of Your Award

You have been granted an Award consisting of an opportunity to earn stock
units, which will be converted to common shares of the Company, and cash but
only if you satisfy the conditions described in this Award Agreement. Federal
income tax rules apply to the payment of your Award. These and other
conditions affecting your Award are described in this Award Agreement, the
Plan and the Plan's prospectus, all of which you should read carefully.

Grant Date: Your Award was issued on February 16, 2006.

Performance Period: The period that begins January 1, 2006 and ends December
31, 2008.

Amount of Award: Your target award has a total value of $ and is
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comprised of two "components": cash equal to 50 percent of your target award
and stock units with a value equal to 50 percent of your target award (the
value of the stock units is based on the fair market value of the Company's
shares on the Grant Date). However, the actual amount you receive will
depend on two criteria:

- The Company's after-tax operating income for the period between
January 1, 2006 and December 31, 2008. After-tax operating income
means net income excluding realized gains and losses, and the
cumulative effect of accounting changes.

- The Company's total shareholder return ("TSR") for the period between
January 1, 2006 and December 31, 2008, relative to the total shareholder
return realized over the same period by comparable companies that the
Company has identified as members of the Company's peer group. TSR means
the rate of return over the three year period reflecting stock price
appreciation plus cash equivalent distributions and reinvestment of cash
dividends paid.

As of December 31, 2008, the Company's actual after-tax operating income will
be calculated and compared to the threshold, target, and maximum performance
levels. After-tax operating income at the threshold level will result in an
initial calculation of 50% of your target award. After-tax operating income
at target will result in an initial calculation of 100% of your target award.
After-tax operating income at the maximum performance level will result in an
initial calculation of 150% of your target award. For every whole 1% point
increase in after-tax operating income performance between threshold and
target, the award will increase by 1.667%. For every whole 1% point increase
in performance between target and maximum, the award will increase by 1.0%.

This initial calculation will be adjusted based on relative TSR. If relative
TSR is below the 50th percentile, the award will be reduced by 2% for every
percentile below the 50th percentile (with a maximum reduction of 50% of the
initial calculation if relative TSR is at or below the 25th percentile). If
relative TSR is at the 50th percentile, the award will not be modified. If
relative TSR is above the 50th percentile, the award will be increased by 2%
for every percentile above the 50th percentile (with a maximum increase of
50% of the initial calculation if relative TSR is at or above the 75th
percentile).

<CAPION>
- -----------------------------------------------------------------------------------------
After-Tax Operating Initial Calculation Range of Modified Calculation
Income based on After-Tax (= Initial Calculation +/-
Operating Income maximum of 50% based on
relative TSR)
- -----------------------------------------------------------------------------------------

Below Threshold 0% of your target award 0% of your target award
- -----------------------------------------------------------------------------------------

Threshold: $342 million 50% of your target award 25% - 75% of your target award
- -----------------------------------------------------------------------------------------

Target: $488.6 million 100% or your target 50% - 150% of your target award
award
- -----------------------------------------------------------------------------------------

Maximum: $733 million 150% of your target 75% - 225% of your target award
award
- -----------------------------------------------------------------------------------------

You will receive no payment if after-tax operating income is below the
threshold of $342 million.

If operating income is at the threshold of $342 million and TSR is at the 25th
---
percentile, you will receive 25% of your target award which is $ and
----- -----
shares.

To receive your target award, after-tax operating income must be at the target
of $488.6 million and TSR at the target of 50th percentile. You will receive
---
100% of your target award which is $ and shares.
----- -----

To receive your maximum award, after-tax operating income must be $733 million
and TSR at the 75th percentile. You will receive 225% of your target award
- ---
which is $ and shares.
----- -----

The payment will be calculated as illustrated in the following examples:

EXAMPLE 1:
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Assume that your target award is $100,000 and, at the end of the Performance
Period, TSR is in the 50th percentile and after-tax operating income is at
the target level of $488,600,000. You would receive 100 percent of the
$100,000 target, $50,000 distributed in cash and $50,000 distributed in stock
units.

EXAMPLE 2:
- ---------

Assume that your target award is $100,000 and, at the end of the Performance
Period, TSR is in the 60th percentile and after-tax operating income is at
the target level of $488,600,000. You would be entitled to an initial
calculation of 100 percent of your target award of $100,000, which would then
be increased by 20% (2% x 10 percentiles above 50%). You would then receive
$120,000, $60,000 distributed in cash and $60,000 distributed in stock units.

EXAMPLE 3:
- ---------

Assume that your target award is $100,000 and, at the end of the Performance
Period, TSR is in the 60th percentile and after-tax operating income is 1%
above the target level at $493,486,000, you would be entitled to an initial
calculation of $101,000 (101% of your target award of $100,000), which would
then be increased by 20% (2% x 10 percentiles above 50%). You would then
receive $121,200, $60,600 distributed in cash and $60,600 distributed in
stock units.

When Your Award Will Be Settled

Settlement: At the end of the Performance Period, the cash portion of your
Award will be paid to you and your stock units will be converted to an equal
number of common shares of the Company or forfeited depending on the extent
to which the criteria described above have been met.

How Your Award Might Be Settled Earlier Than the Normal Settlement Date: Your
Award will be settled earlier than the end of the Performance Period if there
is a Business Combination (as defined in the Plan) during the Performance
Period. If this happens, your Award will be settled as of the date of the
Business Combination and you will receive a pro rata amount equal to [1] your
Award calculated at the "target level" (even if that level is not met when
the Business Combination occurs) or, if higher, the Award level actually met
as of the date of the Business Combination, [2] multiplied by the number of
whole calendar months between the beginning of the Performance Period and the
date of the Business Combination and [3] divided by the whole number of
calendar months in the Performance Period. This amount will be paid to you
in a manner that is consistent with the nature of the Business Combination.

How Your Award May Be Forfeited: Regardless of the normal settlement
schedule just given:

- You will forfeit your Award if the criteria described above are not
met; and

- You may forfeit your Award if you terminate employment before the end
of the Performance Period. The effect of a termination of employment
is described in the Plan and in the Plan's prospectus.

Settling Your Award

If all applicable conditions have been met, your Award will be settled
automatically; you are not required to do anything on the Settlement Date.

Other Rules Affecting Your Award

Rights During the Performance Period: During the Performance Period you may
not cast any votes or receive any dividends otherwise associated with the
shares underlying your stock units. However, these rights will be available
when (and if) your stock units are converted to common shares of the Company.
Also, no interest will be credited on the cash portion of your Award during
the Performance Period.

Beneficiary Designation: You may name a Beneficiary or Beneficiaries to
receive any portion of your Award that is to be settled after you die. This
may be done only on the attached

Beneficiary Designation Form and by following the rules described in that
form. This form need not be completed now and is not required as a condition
of receiving your Award. If you die without completing a Beneficiary
Designation Form or if you do not complete that form properly, your Beneficiary
will be your surviving spouse or, if you do not have a surviving spouse, your
estate.

Tax Withholding: Income taxes must be withheld when your Award is settled
(see the Plan's prospectus for a discussion of the tax treatment of your
Award). After the end of the Performance Period (and when the Company
calculates the amount of your Award that has been earned), you will be
contacted about how you want to meet this withholding obligation. You may
meet this withholding obligation in one of several ways. They are:

- The Company may withhold this amount from other amounts owed to you
(e.g., from your salary or from the cash portion of your Award).

- You may pay these taxes by giving the Company a check (payable to "The
Ohio Casualty Insurance Company") in an amount equal to the taxes that
must be withheld and that cannot be met through the cash portion of the
Award.

- By having the Company withhold a portion of the shares that otherwise
would be distributed. The number of shares withheld will have a fair
market value equal to the taxes that must be withheld.

- You may give the Company other shares of Company stock (that you have
owned for at least six months) with a value equal to the taxes that
must be withheld.

You may choose the approach you prefer. However, the Company may reject your
preferred method for any reason (or for no reason). If you do not choose a
method of meeting your withholding obligation (or if the Company rejects your
preferred method of meeting this obligation), the taxes due will be withheld
from cash otherwise due to you, including the cash portion of your Award, or,
if sufficient cash is not due when these taxes must be paid, the Company will
withhold a number of shares with a fair market value equal to the additional
amount that must be withheld.

Transferring Your Award: Normally your Award may not be transferred to
another person. However, you may complete a Beneficiary Designation Form to
name the person to receive the portion of your Award that is to be settled
after you die (see section titled "Beneficiary Designation" above). Also, the
Committee may allow you to place your stock units into a trust established for
your benefit or for the benefit of your family. Contact Lynn C. Schoel at
(513) 603-2029 or at the address given below if you are interested in doing
this.

Governing Law: This Award Agreement will be construed in accordance with and
governed by the laws of the United States and of the State of Ohio (other
than laws governing conflicts of laws).

Other Agreements: Also, your Award will be subject to the terms of any other
written agreements between you and the Company.

Adjustments to Your Award: Your Award will be adjusted, if appropriate, to
reflect any change to the Company's capital structure (e.g., the number of
your stock units will be adjusted to reflect a stock split).

Other Rules: Your Award also is subject to more rules described in the Plan
and in the Plan's prospectus. You should read both of these documents
carefully to ensure you fully understand all the conditions of this Award.

Tax Treatment of Your Award

The federal income tax treatment of your Award is discussed in the Plan's
prospectus.

*****

Your Acknowledgment of Award Conditions

Note: You must sign and return a copy of this Award Agreement to Lynn C.
Schoel at the address given below no later than March 31, 2006.

By signing below, I acknowledge and agree that:

- A copy of the Plan has been made available to me;

- I have received a copy of the Plan's prospectus;

- I understand and accept the conditions placed on my Awards and
understand what I must do to earn my Award;

- I will consent (in my own behalf and in behalf of my beneficiaries and
without any further consideration) to any change to my Award or this
Award Agreement so I can avoid paying penalties under Section 409A of
the Internal Revenue Code, even if those changes affect the conditions
of my Award and reduce its value or potential value; and

- If I do not return a signed copy of this Award Agreement to the
address shown below on or before March 31, 2006, my Award will be
revoked automatically as of the date it was granted and I will not be
entitled to receive any amount on account of the retroactively revoked
Award.

- ---------------------------------
(signature)

Date signed:
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A signed copy of this form must be sent to Lynn C. Schoel, HR Management, no
later than March 31, 2006.

After it is received, the HR Management Department will acknowledge receipt
of your signed agreement.

THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933.