<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned director and/or officer of Ohio Casualty Corporation (the
"Company"), does hereby constitute and appoint William L. Woodall and Howard
L. Sloneker III, and each of them severally, my true and lawful attorneys and
agents, each with full power of substitution, to do any and all acts and things
in my name and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all documents and instruments for me and in
my name in such capacity, which said attorneys or agents, or either of them,
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8, with all exhibits thereto, relating to an
aggregate of 165,000 Common Shares, $.125 par value, and related Common Share
Purchase Rights, of the Company to be offered under the Stock Option
Agreements,effective as of March 23, 2000, between the Company and each of the
directors of the Company thereto, including specifically, but without
limitation, power and authority to sign for me in my name in such capacity as
a director and/or officer of the Company, said Registration Statement and any
and all amendments (including post-effective amendments) to said Registration
Statement; and I do hereby ratify and confirm all that said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of
August, 2000.
/s/ Terrence J. Baehr
-----------------
Terrence J. Baehr, Director
<PAGE> 2
POWER OF ATTORNEY
The undersigned director and/or officer of Ohio Casualty Corporation (the
"Company"), does hereby constitute and appoint William L. Woodall and Howard
L. Sloneker III, and each of them severally, my true and lawful attorneys and
agents, each with full power of substitution, to do any and all acts and things
in my name and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all documents and instruments for me and in
my name in such capacity, which said attorneys or agents, or either of them,
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8, with all exhibits thereto, relating to an
aggregate of 165,000 Common Shares, $.125 par value, and related Common Share
Purchase Rights, of the Company to be offered under the Stock Option
Agreements, effective as of March 23, 2000, between the Company and each of the
direfctors of the Company thereto, including specifically, but without
limitation, power and authority to sign for me in my name in such capacity as
a director and/or officer of the Company, said Registration Statement and any
and all amendments (including post-effective amendments) to said Registration
Statement; and I do hereby ratify and confirm all that said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of
August, 2000.
/s/ Arthur J. Bennert
-----------------
Arthur J. Bennert, Director
<PAGE> 3
POWER OF ATTORNEY
The undersigned director and/or officer of Ohio Casualty Corporation (the
"Company"), does hereby constitute and appoint William L. Woodall and Howard
L. Sloneker III, and each of them severally, my true and lawful attorneys and
agents, each with full power of substitution, to do any and all acts and things
in my name and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all documents and instruments for me and in
my name in such capacity, which said attorneys or agents, or either of them,
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8, with all exhibits thereto, relating to an
aggregate of 165,000 Common Shares, $.125 par value, and related Common Share
Purchase Rights, of the Company to be offered under the Stock Option
Agreements, effective as of march 23, 2000, between the Company and each of the
directors of the Company thereto, including specifically, but without
limitation, power and authority to sign for me in my name in such capacity as
a director and/or officer of the Company, said Registration Statement and any
and all amendments (including post-effective amendments) to said Registration
Statement; and I do hereby ratify and confirm all that said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of
August, 2000.
/s/ Jack E. Brown
-----------------
Jack E. Brown, Director
<PAGE> 4
POWER OF ATTORNEY
The undersigned director and/or officer of Ohio Casualty Corporation (the
"Company"), does hereby constitute and appoint William L. Woodall and Howard
L. Sloneker III, and each of them severally, my true and lawful attorneys and
agents, each with full power of substitution, to do any and all acts and things
in my name and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all documents and instruments for me and in
my name in such capacity, which said attorneys or agents, or either of them,
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8, with all exhibits thereto, relating to an
aggregate of 1650,000 Common Shares, $.125 par value, and related Common Share
Purchase Rights, of the Company to be offered under the Stock Option
Agreements, effective as of March 23, 2000, between the Company and each of the
directors of the Company thereto, including specifically, but without
limitation, power and authority to sign for me in my name in such capacity as
a director and/or officer of the Company, said Registration Statement and any
and all amendments (including post-effective amendments) to said Registration
Statement; and I do hereby ratify and confirm all that said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of
August, 2000.
/s/ Catherine E. Dolan
------------------
Catherine E. Dolan, Director
<PAGE> 5
POWER OF ATTORNEY
The undersigned director and/or officer of Ohio Casualty Corporation (the
"Company"), does hereby constitute and appoint William L. Woodall and Howard
L. Sloneker III, and each of them severally, my true and lawful attorneys and
agents, each with full power of substitution, to do any and all acts and things
in my name and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all documents and instruments for me and in
my name in such capacity, which said attorneys or agents, or either of them,
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8, with all exhibits thereto, relating to an
aggregate of 165,000 Common Shares, $.125 par value, and related Common Share
Purchase Rights, of the Company to be offered under the Stock Option
Agreements, effective as of March 23, 2000, between the Company and each of the
directors of the Company thereto, including specifically, but without
limitation, power and authority to sign for me in my name in such capacity as
a director and/or officer of the Company, said Registration Statement and any
and all amendments (including post-effective amendments) to said Registration
Statement; and I do hereby ratify and confirm all that said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of
August, 2000.
/s/ Wayne R. Embry
-----------------
Wayne R. Embry, Director
<PAGE> 6
POWER OF ATTORNEY
The undersigned director and/or officer of Ohio Casualty Corporation (the
"Company"), does hereby constitute and appoint William L. Woodall and Howard
L. Sloneker III, and each of them severally, my true and lawful attorneys and
agents, each with full power of substitution, to do any and all acts and things
in my name and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all documents and instruments for me and in
my name in such capacity, which said attorneys or agents, or either of them,
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8, with all exhibits thereto, relating to an
aggregate of 165,000 Common Shares, $.125 par value, and related Common Share
Purchase Rights, of the Company to be offered under the Stock Option
Agreements, effective as of March 23, 2000, between the Company and each of the
directors of the Company thereto, including specifically, but without
limitation, power and authority to sign for me in my name in such capacity as
a director and/or officer of the Company, said Registration Statement and any
and all amendments (including post-effective amendments) to said Registration
Statement; and I do hereby ratify and confirm all that said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of
August, 2000.
/s/ Vaden Fitton
-----------------
Vaden Fitton, Director
<PAGE> 7
POWER OF ATTORNEY
The undersigned director and/or officer of Ohio Casualty Corporation (the
"Company"), does hereby constitute and appoint William L. Woodall and Howard
L. Sloneker III, and each of them severally, my true and lawful attorneys and
agents, each with full power of substitution, to do any and all acts and things
in my name and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all documents and instruments for me and in
my name in such capacity, which said attorneys or agents, or either of them,
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8, with all exhibits thereto, relating to an
aggregate of 165,000 Common Shares, $.125 par value, and related Common Share
Purchase Rights, of the Company to be offered under the Stock Option
Agreements, effective as of March 23, 2000, between the Company and each of the
directors of the Company thereto, including specifically, but without
limitation, power and authority to sign for me in my name in such capacity as
a director and/or officer of the Company, said Registration Statement and any
and all amendments (including post-effective amendments) to said Registration
Statement; and I do hereby ratify and confirm all that said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of
August, 2000.
/s/ Stephen S. Marcum
-----------------
Stephen S. Marcum, Director
<PAGE> 8
POWER OF ATTORNEY
The undersigned director and/or officer of Ohio Casualty Corporation (the
"Company"), does hereby constitute and appoint William L. Woodall and Howard
L. Sloneker III, and each of them severally, my true and lawful attorneys and
agents, each with full power of substitution, to do any and all acts and things
in my name and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all documents and instruments for me and in
my name in such capacity, which said attorneys or agents, or either of them,
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8, with all exhibits thereto, relating to an
aggregate of 165,000 Common Shares, $.125 par value, and related Common Share
Purchase Rights, of the Company to be offered under the Stock Option
Agreements, effective as of March 23, 2000, between the Company and each of the
directors of the Company thereto, including specifically, but without
limitation, power and authority to sign for me in my name in such capacity as
a director and/or officer of the Company, said Registration Statement and any
and all amendments (including post-effective amendments) to said Registration
Statement; and I do hereby ratify and confirm all that said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of
August, 2000.
/s/ Stanley N. Pontius
------------------
Stanley N. Pontius, Director
<PAGE> 9
POWER OF ATTORNEY
The undersigned director and/or officer of Ohio Casualty Corporation (the
"Company"), does hereby constitute and appoint William L. Woodall and Howard
L. Sloneker III, and each of them severally, my true and lawful attorneys and
agents, each with full power of substitution, to do any and all acts and things
in my name and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all documents and instruments for me and in
my name in such capacity, which said attorneys or agents, or either of them,
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8, with all exhibits thereto, relating to an
aggregate of 165,000 Common Shares, $.125 par value, and related Common Share
Purchase Rights, of the Company to be offered under the Stock Option
Agreements, effective as of March 23, 2000, between the Company and each of the
directors of the Company thereto, including specifically, but without
limitation, power and authority to sign for me in my name in such capacity as
a director and/or officer of the Company, said Registration Statement and any
and all amendments (including post-effective amendments) to said Registration
Statement; and I do hereby ratify and confirm all that said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of
August, 2000.
/s/ Elizabeth M. Riczko
------------------
Elizabeth M. Riczko, Senior
Vice President, Finance
<PAGE> 10
POWER OF ATTORNEY
The undersigned director and/or officer of Ohio Casualty Corporation (the
"Company"), does hereby constitute and appoint William L. Woodall and Howard
L. Sloneker III, and each of them severally, my true and lawful attorneys and
agents, each with full power of substitution, to do any and all acts and things
in my name and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all documents and instruments for me and in
my name in such capacity, which said attorneys or agents, or either of them,
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8, with all exhibits thereto, relating to ane
aggregate of 165,000 Common Shares, $.125 par value, and related Common Share
Purchase Rights, of the Company to be offered under the Stock Option
Agreements, effective as of march 23, 2000, between the Company and each of the
directors of the Company thereto, including specifically, but without
limitation, power and authority to sign for me in my name in such capacity as
a director and/or officer of the Company, said Registration Statement and any
and all amendments (including post-effective amendments) to said Registration
Statement; and I do hereby ratify and confirm all that said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of
August, 2000.
/s/ Howard L. Sloneker
------------------
Howard L. Sloneker, Senior Vice
President, Secretary, Director
<PAGE> 11
POWER OF ATTORNEY
The undersigned director and/or officer of Ohio Casualty Corporation (the
"Company"), does hereby constitute and appoint William L. Woodall and Howard
L. Sloneker III, and each of them severally, my true and lawful attorneys and
agents, each with full power of substitution, to do any and all acts and things
in my name and on my behalf in my capacity as such director and/or officer of
the Company and to execute any and all documents and instruments for me and in
my name in such capacity, which said attorneys or agents, or either of them,
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of a
Registration Statement on Form S-8, with all exhibits thereto, relating to an
aggregate of 165,000 Common Shares, $.125 par value, and related Common Share
Purchase Rights, of the Company to be offered under the Stock Option
Agreements, effective as of March 23, 2000, between the Company and each of the
directors of the COmpany thereto, including specifically, but without
limitation, power and authority to sign for me in my name in such capacity as
a director and/or officer of the Company, said Registration Statement and any
and all amendments (including post-effective amendments) to said Registration
Statement; and I do hereby ratify and confirm all that said attorneys and
agents, or their substitute or substitutes, or any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of
August, 2000.
/s/ William L. Woodall
------------------
William L. Woodall, President,
Chief Executive Officer,
Chairman of the Board
