Exhibit 4(h)
CERTIFICATE OF AMENDMENT TO
THE CODE OF REGULATIONS
OF
OHIO CASUALTY CORPORATION
I, Howard L. Sloneker III, Senior Vice President and Secretary of Ohio
Casualty Corporation (the "Company"), hereby certify that the amendment set
forth in the resolutions below was duly adopted at the annual meeting of
shareholders held on April 26, 2000 by the affirmative vote of holders of
shares entitling them to exercise at least a majority of the voting power of
the Company:
RESOLVED, that Section 10 of Article I of the Code of
Regulations of the Company be, and the same hereby is,
amended by deleting in its entirety, and by adopting and
substituting in its place a new Section 10, which shall
provide as follows:
Section 10. Proxies. At meetings of the shareholders,
any shareholder of record entitled to vote may be represented
and may vote by proxy or proxies appointed by an instrument in
writing signed by such shareholder or appointed in any manner
permitted by Ohio law. Any such instrument in writing or
record of any such appointment shall be filed with or received
by the secretary of the meeting before the person holding such
proxy shall be allowed to vote thereunder. No appointment of
a proxy is valid after the expiration of eleven months after
it is made unless the writing or other comunication which
appoints such proxy specifies the date on which it is to expire
or the length of time it is to continue in force.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name, this 31st day of
July, 2000.
/s/ Howard L. Sloneker III
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Howard L. Sloneker III
Sr. Vice President and Secretary
