1
EXHIBIT 8
FOURTH AMENDMENT TO RIGHTS AGREEMENT
Dated as of September 15, 1995
THIS AMENDMENT to the Rights Agreement (the "Agreement"), dated as of
December 15, 1989, originally entered into by and between Ohio Casualty
Corporation, an Ohio corporation (the "Company"), and Mellon Bank, N.A.
("Mellon"), as Rights Agent, as heretofore amended, is made as of this 5 day
of September, 1995, by and between the Company and First Chicago Trust Company
of New York ("First Chicago") as the successor Rights Agent.
WHEREAS, under the Agreement, the Company appointed Mellon to act as
agent for the Company and the holders of the Rights (as that term is defined
in the Agreement) in accordance with the terms and conditions of the
Agreement; and
WHEREAS, the Company has notified Mellon that it will cease to be the
Rights Agent under the Agreement; and
WHEREAS, the Company and First Chicago have agreed that First Chicago
will serve as the successor Rights Agent under the Agreement; and
WHEREAS, the Company and First Chicago agree to amend the Agreement in
the manner set forth below.
NOW THEREFORE, the Agreement is amended, effective as of September 5,
1995, as follows:
1. Any reference in the Agreement or any Exhibit thereto to Mellon Bank,
N.A. shall be replaced with a reference to First Chicago Trust Company of New
York.
2. The word "Pennsylvania" in Section 1(d) shall be replaced with the
words "New Jersey."
3. The words "Pittsburgh, Pennsylvania" in Sections 1(e) shall be
replaced with words "City of New York, New York" in both places in which the
words "Pittsburgh, Pennsylvania" appear in said Section 1(e).
4. The indented text in Section 3(b) shall be replaced with the
following:
This certificate also evidences and entitles
the holder hereof to certain Rights as set forth
in a Rights Agreement, dated as of December 15,
1989, as amended (the "Rights Agreement"), between
Ohio Casualty Corporation and First Chicago Trust
Company of New York (the "Rights Agent"), the terms
of which are hereby incorporated herein by reference
and a copy of which is on file at the principal
offices of Ohio Casualty Corporation. Under certain
circumstances as set forth in the Rights Agreement,
such Rights may be redeemed, may expire, or may be
evidenced by separate certificates and will no longer
be evidenced by this certificate. Ohio Casualty
1
2
Corporation will mail to the holder of this
certificate a copy of the Rights Agreement without
charge within five days after receipt of a written
request therefor. Under certain circumstances, Rights
issued to Acquiring Persons (as defined in the Rights
Agreement) or certain related persons and any
subsequent holder of such Rights may become null and
void with respect to certain rights set forth in the
Rights Agreement.
5. The word "principal" in the fifth sentence in Section 22 shall be
deleted. The word "Pennsylvania" in the fifth sentence in Section 22 (in each
place it appears) shall be replaced with the words "New Jersey."
6. The name and address of Mellon in Section 26 shall be replaced with
the following name and address:
First Chicago Trust Company of New York
14 Wall Street
New York, New York 10005
7. The words "Pittsburgh, Pennsylvania" in Exhibit A of the Rights
Agreement shall be replaced with the words "New York, New York" (in each place
in which the words "Pittsburgh, Pennsylvania" appear in said Exhibit A.) The
word "principal" in the first line of page 2 of Exhibit A of the Rights
Agreement shall be deleted.
8. Except as amended herein, all of the terms and provisions of the
Rights Agreement shall remain unchanged and in full force and effect.
2
3
IN WITNESS WHEREOF, this Amendment has been executed by the Company and
First Chicago by their respective and proper officers, who are duly authorized
to execute this document.
Attest: OHIO CASUALTY CORPORATION
By: /s/Howard L. Sloneker, III By: /s/Lauren N. Patch
------------------------------- ---------------------------
Howard L. Sloneker, III Lauren N. Patch
Secretary President and CEO
Attest: FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/John G. Herr By: /s/Joanne Gorostiola
------------------------------- ---------------------------
John G. Herr Joanne Gorostiola
Its: Assistant Vice President Its: Assistant Vice President
3