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. Larry Sisk               /s/ Thomas Grayman
- --------------------------      ----------------------------------------
By:  A. Larry Sisk              By:  Thomas Grayman
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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