NON-COMPETITION AGREEMENT

     THIS NON-COMPETITION AGREEMENT (this Agreement), made as of the 18th day of December 2001, by and among Ohio Casualty of New Jersey, Inc., an Ohio domestic property and casualty insurance company (OCNJ), The Ohio Casualty Insurance Company, an Ohio domestic property and casualty insurance company (OCIC), Proformance Insurance Company, a New Jersey domestic property and casualty insurance company (PIC), and National Atlantic Holdings Corp., a New Jersey corporation (NAHC):

W I T N E S S E T H:

     WHEREAS, OCNJ, PIC and NAHC previously have entered into that certain Replacement Carrier Agreement dated December 18, 2001 (the Replacement Carrier Agreement);

     WHEREAS, OCIC is the parent corporation of OCNJ; and

     WHEREAS, Sections 10.11 and 11.9 of the Replacement Carrier Agreement require that this Non-Competition Agreement be executed and delivered by each of the parties hereto as a condition to the obligations of the parties to the Replacement Carrier Agreement to close the transactions contemplated by the Replacement Carrier Agreement;

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations contained herein, and in consideration of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

     Section 1. Definitions. Capitalized terms not expressly defined in this Agreement shall have the meanings ascribed to them in the Replacement Carrier Agreement. For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

          (a) Affiliate, in reference to a Person, shall mean (i) any other Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any other Person owning or controlling ten percent (10%) or more of the outstanding voting securities off such Person, and (iii) any officer, director, member, manager or partner of such Person.

          (b) Commercial Lines Business shall mean all business presently written by the standard commercial lines division and the specialty commercial lines division of OCIC and its Affiliates, including but not limited to commercial automobile, inland marine, business owners policies, workers compensation, package policies, general liability, commercial fire, property, glass, crime, umbrellas and excess general liability policies and related coverages.