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                                   Exhibit 4.3


                      SECOND AMENDMENT TO RIGHTS AGREEMENT


         THIS SECOND AMENDMENT TO RIGHTS AGREEMENT is made and entered into as
of November 20, 1996 (the "Rights Agreement") by and among Citation Insurance
Group ("the Company"), Registrar and Transfer Company, the Company's current
Rights Agent ("Registrar"), and The Huntington National Bank, as successor
Rights Agent ("Huntington"), for the purpose of amending that certain Rights
Agreement, dated July 12, 1991.



         WHEREAS, the Company and Registrar (as successor to Security Pacific
National Bank) are the current parties to the Rights Agreement; and



         WHEREAS, the Company and Physicians Insurance Company of Ohio ("PICO")
have entered into that certain Agreement and Plan of Reorganization dated as of
May 1, 1996 (the "Reorganization Agreement"), pursuant to which Citation
Holdings, Inc., a wholly-owned subsidiary of the Company, will merge with and
into PICO (the "Merger") and as a result thereof the shareholders of PICO shall
become shareholders of the Company; and


         WHEREAS, the Company and Huntington desire to confirm the appointment
of Huntington as the successor Rights Agent under the Rights Agreement effective
immediately prior to the Merger; and


         WHEREAS, it is in the best interests of the shareholders of the
Company that the Rights Agreement be amended as set forth herein;
and


         WHEREAS, Section 27 of the Rights Agreement provides that a majority,
but not less than three, of the Independent Directors (as defined in the Rights
Agreement) may direct the Company and the Rights Agent to
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supplement or amend any provision of the Rights Agreement in any manner; and



         WHEREAS, a majority of such Independent Directors, by resolution duly
adopted, has directed the Company and the Rights Agent to amend the Rights
Agreement as set forth herein;



         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Rights Agreement as follows:



         Effective immediately prior to the Merger, (a) The Huntington
National Bank shall be the successor Rights Agent under the Rights Agreement,
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent, and (b) Registrar shall be terminated as the
Rights Agent under the Rights Agreement.



         1. Except as set forth herein, the Rights Agreement shall remain in
full force and effect.



         2. This Amendment shall be deemed to be a contract made under the laws
of the State of California and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to contracts made
and performed entirely within such state.


         3. This Amendment may be executed in any number of counterparts and
each such counterpart shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute one and the same instrument.
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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.



Attest:                               REGISTRAR AND TRANSFER
                                      COMPANY

                                      By:   /s/ William P. Tatler
                                            -----------------------------
By: /s/ Douglas S. Gould
    --------------------------
                                      Name: William P. Tatler
                                            -----------------------------
Name: Douglas S. Gould
      ------------------------
                                      Title:  Vice President
                                            -----------------------------
Title:  Vice President and Secretary
        -----------------------------


CITATION INSURANCE GROUP              THE HUNTINGTON NATIONAL
                                      BANK

                                      By:/s/ Mark A. Dunn
                                         --------------------------------
By:/s/ Robert M. Erickson
   ---------------------------
                                      Name: Mark A. Dunn
                                            -----------------------------
Name: Robert M. Erickson              Title: Trust Officer
      ------------------------               ----------------------------

Title: Chief Executive Officer 
       and Chief Financial Officer
       ---------------------------