Exhibit 4.b
AMENDED AND RESTATED
FIRST AMENDMENT TO RIGHTS AGREEMENT
AS OF FEBRUARY 19, 1998
1. General Background. In accordance with Section 27 of the above-referenced
Rights Agreement between First Chicago Trust Company of New York (the
"Rights Agent") and Ohio Casualty Corporation dated February 19, 1998
(the "Agreement"), the Rights Agent and Ohio Casualty Corporation desire
to amend the Agreement to appoint EquiServe Trust Company, N.A.
2. Effectiveness. This Amendment shall be effective as of November 8, 2001
(the "Amendment") and all defined terms and definitions in the Agreement
shall be the same in the Amendment except as specifically revised by the
Amendment.
3. Revision. Section 22 in the Agreement entitled "Change of Rights Agent"
is hereby deleted in its entirety and replaced with the following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent
may resign and be discharged from its duties under this Agreement upon 30
days' notice in writing mailed to the Company and to each transfer agent
of the Common Stock by registered or certified mail and, following the
Distribution Date, to the holders of the Rights Certificates by
first-class mail. The Company may remove the Rights Agent or any
successor Rights Agent upon 30 days' notice in writing mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Stock by registered or certified mail, and,
following the Distribution Date, to the holders of the Right Certificates
by first-class mail. If the Rights Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the
holder of the Right Certificate (who shall, with such notice, submit such
holder's Right Certificate for inspection by the Company), then the
registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation or trust company organized and doing
business under the laws of the United States, in good standing, which is
authorized under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or state
authority and which has individually or combined with an affiliate at the
time of its appointment as Rights Agent a combined capital and surplus of
at least $100 million. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Rights Agent without further act or
deed; but the predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it hereunder, and
execute
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and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment
the Company shall file notice thereof in writing with the predecessor
Rights Agent and each transfer agent of the Common Stock and, following
the Distribution Date, mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided
for in this Section 22, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.
5. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect, except that all references
to First Chicago Trust Company of New York shall now be to EquiServe Trust
Company, N.A.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly
authorized officers, as of this 8th day of November, 2001.
Ohio Casualty Corporation First Chicago Trust Company of New York
/s/ A. Xxxxx Xxxx /s/ Xxxxxx Xxxxxxx
-------------------------- ----------------------------------------
By: A. Xxxxx Xxxx By: Xxxxxx Xxxxxxx
Title: Treasurer Title: Managing Director
4. Section 3. (c) of the Agreement shall have added to the legend at Line 4
after "1998," "as amended," and at Lines 12, 18, and 27 after "Agreement,"
add "as amended."
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