-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ALoA4mZk/fGWHYevU/5Vf0Xq68u+3jyb6crnTF6SPVxOFSdike1RWTRohgapcZrm AMAxsYSxKXU+kc9vOfjGDQ== /in/edgar/work/20000803/0000073952-00-000014/0000073952-00-000014.txt : 20000921 0000073952-00-000014.hdr.sgml : 20000921 ACCESSION NUMBER: 0000073952-00-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000803 EFFECTIVENESS DATE: 20000803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO CASUALTY CORP CENTRAL INDEX KEY: 0000073952 STANDARD INDUSTRIAL CLASSIFICATION: [6331 ] IRS NUMBER: 310783294 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42942 FILM NUMBER: 685280 BUSINESS ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 BUSINESS PHONE: 5136032600 MAIL ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 S-8 1 0001.txt OHIO CASUALTY CORPORATION S-8 As filed with the Securities and Exchange Commission on August 3, 2000 Registration No. 333- _____________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________________ OHIO CASUALTY CORPORATION _______________________________________________________________________ (Exact name of registrant as specified in its charter) Ohio 31-0783294 ------------ --------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9450 Seward Road, Fairfield, Ohio 45014 - ---------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) Stock Option Plan Agreement, effective as of February 29, 2000 between Ohio Casualty Corporation and William L. Woodall ---------------------- (Full title of the plan) Howard L. Sloneker III Senior Vice President and Secretary Ohio Casualty Corporation 9450 Seward Road Fairfield, Ohio 45014 --------------------- (Name and address of agent for service) (513) 603-2600 -------------- (Telephone number, including area code, of agent for service) ___________________________ Index to Exhibits at pages 14-15. 2 [Continuation of Facing Page]
Calculation of Registration Fee Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share(1) price(1) fee - ---------------------------------------------------------------------------- Common Shares, $.125 Par Value(2) 20,000 $9.0625 $181,250 $47.85
- ---------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the aggregate offering price and the registration fee pursuant to Rules 457 (c) and (h) promulgated under the Securities Act of 1933, as amended, and computed on the basis of $9.0625 per share, which price is the average of the high and low sales prices of the Common Shares as reported in the Nasdaq National Market on August 2, 2000. (2) This Registration Statement also covers related Common Share Purchase Rights (the "Rights") which evidence the right to purchase, under certain conditions, one Common Share, $.125 par value. Registrant is required to deliver one-half of one Right with each Common Share that becomes outstanding until the "distribution date" (as defined in the Amended and Restated Rights Agreement dated as of February 18, 1998 between the Registrant and First Chicago Trust Company of New York as Rights Agent) for the Rights, at which date the Rights will commence trading separately from the Common Shares. 2 3 Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Annual Report on Form 10-K for the fiscal year ended December 31, 1999, of Ohio Casualty Corporation (the "Registrant") and all other reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the requirements of Section 13 (a) or Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since that date are hereby incorporated by reference. The description of the Registrant's Common Shares contained in the Registrant's Current Report on Form 8-K filed with the Commission on December 15, 1998, and the description of the Common Share Purchase Rights of the Registrant contained in the Registrant's Form 8-A/A Amendment No. 4 filed with the Commission on July 2, 1999, or contained in any subsequent amendment or report filed for the purpose of updating such descriptions, are hereby incorporated by reference. Any definitive proxy statement or information statement filed pursuant to Section 14 of the Exchange Act and all documents which may be filed with the Commission pursuant to Section 13, 14 or 15 (d) of the Exchange Act subsequent to the date hereof and prior to the completion of the offering contemplated hereby, shall also be deemed to be incorporated herein by reference and to be made a part hereof from the date of filing of such documents; provided, however, that no report of the Executive Compensation Committee of the Board of Directors of the Registrant on executive compensation and no performance graph included in any proxy statement or information statement filed pursuant to Section 14 of the Exchange Act shall be deemed to be incorporated herein by reference. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. 3 4 Item 6. Indemnification of Directors and Officers. Article V of the Regulations of the Registrant governs the indemnification of officers and directors of the Registrant. Article V provides: Section 1. Mandatory Indemnification. The corporation shall indemnify (A) any officer or director of the corporation and (B) any person (including an officer or director of the corporation) who has served or is serving at the request of the corporation as a director, trustee or officer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including, without limitation, any action threatened or instituted by or in the right of the corporation) by reason of the fact that he is or was a director, trustee, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust, or other enterprise, against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. A person claiming indemnification under this Section 1 shall be presumed in respect of any act or omission giving rise to such claim for indemnification, to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal matter, to have had no reasonable cause to believe his conduct was unlawful, and the termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption. Section 2. Court-Approved Indemnification. Anything contained in the Regulations or elsewhere to the contrary notwithstanding: (A) the corporation shall not indemnify (i) any officer or director of the corporation, or (ii) any person (including an officer or director of the corporation) who has served or is serving at the request of the corporation as a director, trustee or officer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise who was a party to any completed action or suit instituted by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for gross negligence or misconduct (other than negligence) in the performance of his duty to the corporation unless and only to the extent that the Court of Common Pleas of Butler County, Ohio or the court in which such action or suit was brought shall determine upon application that 4 5 despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and (B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 2. Section 3. Indemnification for Expenses. Anything contained in the Regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation or any person (including an officer or director of the corporation) who has served or is serving at the request of the corporation as a director, trustee or officer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) actually and reasonably incurred by him in connection therewith. Section 4. Determination Required. Any indemnification required under Section 1 and not precluded under Section 2 shall be made by the corporation only upon a determination that such indemnification is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 1. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified, within the past five years or (C) by the shareholders or (D) by the Court of Common Pleas of Butler County, Ohio or (if the corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under subparagraph (D) of this Section at any time (including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under subparagraph (A) or by independent legal counsel under subparagraph (B) or by the shareholders under subparagraph (C) of this Section); and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under subparagraph (A) or by independent legal counsel under subparagraph (B) or by shareholders under subparagraph (C) of this Section shall be evidence in rebuttal of the presumption recited in Section 1. Any determination made by the disinterested directors under subparagraph (A) of this Section or by independent legal counsel under subparagraph (B) of this Section to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Butler County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination. 5 6 Section 5. Advances for Expenses. Expenses (including, without limitation, attorneys fees, filing fees, court reporters' fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 1 shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer, Director or other person entitled to indemnity under Section 1 promptly as such expenses are incurred by him, but only if such officer, Director or other person shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise: (A) unless it shall ultimately be determined as provided in Section 4 that he is not entitled to be indemnified by the corporation as provided under Section 1; or (B) if, in respect of any claim, issue or other matter asserted by or in the right of the corporation in such action or suit, he shall have been adjudged to be liable for gross negligence or misconduct (other than negligence) in the performance of his duty to the corporation, unless and only to the extent that the Court of Common Pleas of Butler County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances, he is fairly and reasonably entitled to all or part of such indemnification. Section 6. Article V Not Exclusive. The indemnification provided by this Article V shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under the Articles or the Regulations or any agreement, vote of shareholders of the corporation or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 7. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, trustee, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the obligation or the power to indemnify him against such liability under the provisions of this Article V. Section 8. Certain Definitions. For purposes of this Article V, and as examples and not by way of limitation: (A) A person claiming indemnification under this Article V shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of 6 7 a fine upon him, and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of lack of merit of the claims made against him or otherwise results in a vindication of him); and (B) References to an "other enterprise" shall include employee benefit plans; references to a "fine" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of the corporation" within the meaning of that term as used in this Article V. Section 9. Venue. Any action, suit or proceeding to determine a claim for indemnification under this Article V may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Butler County, Ohio. The corporation and (by claiming such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Butler County, Ohio in any such action, suit or proceeding. Division (E) of Section 1701.13 of the Ohio Revised Code addresses indemnification by an Ohio corporation and provides as follows: (E) (1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. (2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at 7 8 the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following: (a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper; (b) Any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Revised Code. (3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E) (1) or (2) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding. (4) Any indemnification under division (E) (1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in division (E) (1) or (2) of this section. Such determination shall be made as follows: (a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E) (1) or (2) of this section; (b) If the quorum described in division (E) (4) (a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years; (c) By the shareholders; (d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E) (1) or (2) of this section was brought. 8 9 Any determination made by the disinterested directors under division (E) (4) (a) or by independent legal counsel under division (E) (4) (b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E) (2) of this section, and, within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination. (5) (a) Unless at the time of a director's act or omission that is the subject of an action, suit, or proceeding referred to in division (E) (1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E) (1) or (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorneys' fees, incurred by a director in defending the action, suit, or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following: (i) Repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation; (ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding. (b) Expenses, including attorneys' fees, incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in division (E) (1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, member, manager, or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the corporation. (6) The indemnification authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, member, manager, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. (7) A corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited 9 10 liability company, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest. (8) The authority of a corporation to indemnify persons pursuant to division (E) (1) or (2) of this section does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E) (5), (6), and (7) of this section. Divisions (E) (1) and (2) of this section do not create any obligation to repay or return payments made by the corporation pursuant to division (E) (5), (6), or (7). (9) As used in division (E) of this section, "corporation" includes all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity. The Registrant has purchased insurance coverage under a policy which insures directors and officers against certain liabilities which might be incurred by them in such capacity. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. See the Index to Exhibits attached hereto at pages 14 - 15. Item 9. Undertakings. A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10 (a) (3) of the Securities Act of 1933; 10 11 (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs A (1) (i) and A (1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15 (d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effect amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Part II, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the 11 12 opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fairfield, State of Ohio, on the 3rd day of August, 2000. OHIO CASUALTY CORPORATION By:__________________________ Howard L. Sloneker III, Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the following page by the persons and in the capacities and on the dates indicated: 12 13
Signature Title Date - --------- ----- ---- * William L. Woodall - -------------------- William L. Woodall President and Chief Executive August 3, 2000 Officer; Director * Elizabeth M. Riczko - --------------------- Elizabeth M. Riczko Senior Vice President, Finance August 3, 2000 /s/ Howard L. Sloneker III - -------------------------- Howard L. Sloneker III Sr. Vice President and Secretary; August 3, 2000 Director * Terrence J. Baehr - ------------------- Terrence J. Baehr Director August 3, 2000 * Arthur J. Bennert - ------------------- Arthur J. Bennert Director August 3, 2000 * Jack E. Brown - --------------- Jack E. Brown Director August 3, 2000 * Catherine E. Dolan - -------------------- Catherine E. Dolan Director August 3, 2000 * Wayne R. Embry - ---------------- Wayne R. Embry Director August 3, 2000 * Vaden Fitton - -------------- Vaden Fitton Director August 3, 2000 * Stephen S. Marcum - ------------------- Stephen S. Marcum Director August 3, 2000 * Stanley N. Pontius - -------------------- Stanley N. Pontius Director August 3, 2000 *Pursuant to Power of Attorney - ------------------- Howard L. Sloneker III (Attorney-in-Fact)
13 14
INDEX TO EXHIBITS ----------------- Exhibit No. Description Location - ----------- ----------- -------- 4 (a) Certificate of Amended Articles Incorporated by reference of Incorporation of Ohio Casualty to Exhibit 4(a) of the Corporation (the "Registrant") as Registrant's Current Report filed with the Ohio Secretary of on Form 8-K filed with the State on May 25, 1983 Securities and Exchange Commission on December 15, 1998 4 (b) Certificate of Amendments to the Incorporated by reference Articles of Incorporation of the to Exhibit 4(b) of the Registrant as filed with the Ohio Registrant's Current Report Secretary of State on November 21, on Form 8-K filed with the 1986 Securities and Exchange Commission on December 15, 1998 4 (c) Certificate of Amendment to Incorporated by reference to Amended Articles of Incorporation Exhibit 4(c) of the of the Registrant as filed with Registrant's Current Report the Ohio Secretary of State on on Form 8-K filed with the April 29, 1992 Securities and Exchange Commission on December 15, 1998 4 (d) Certificate of Amendment to Incorporated by reference to Amended Articles of Incorporation Exhibit 4(d) of the of the Registrant as filed with Registrant's Current Report the Ohio Secretary of State on on Form 8-K filed with the April 30, 1996 Securities and Exchange Commission on December 15, 1998 4 (e) Certificate of Amendment to the Filed herewith. Amended Articles of Incorporation of the Registrant as filed with the Ohio Secretary of State on May 10, 2000. 4 (f) Amended Articles of Incorporation Filed herewith. of the Registrant (reflecting amendments through May 10, 2000) [for SEC reporting compliance purposes only, not filed with Ohio Secretary of State]
14 15
Exhibit No. Description Location - ----------- ----------- -------- 4 (g) Code of Regulations of the Incorporated by reference Registrant to 4(g) of the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 1998 4 (h) Certified resolutions regarding Filed herewith. adoption of amendments to Section 10 of Article 1 of the Code of Regulations of the Registrant in April 26, 2000. 4 (i) Amended Code of Regulations of the Filed herewith Registrant (reflecting amendments through April 26, 2000 for SEC reporting compliance purposes only) 4 (j) Amended and Restated Rights Incorporated by reference to Agreement, dated as of February the Registrant's Form 8-A/A 19, 1998 between Ohio Casualty Amendment No. 3 dated Corporation and First Chicago Trust February 19, 1998 and filed Trust Company of New York as with the Securities and Rights Agent Exchange Commission on March 5, 1998 4 (k) Certificate of Adjustment by the Incorporated by reference Registrant dated as of July 1, to Exhibit 9 of the 1999 Registrant's Form 8-A/A Amendment No. 4 dated July 1, 1999 and filed with the Securities and Exchange Commission on July 2, 1999 23 Consent of PricewaterhouseCoopers Filed herewith. LLP 24 Powers of Attorney Filed herewith
15 EX-4.1 2 0002.txt Exhibit 4(e) CERTIFICATE OF AMENDMENT BY SHAREHOLDERS TO ARTICLES OF OHIO CASUALTY CORPORATION 387857 ------ (charter number) William L. Woodall, who is the President of the above named Ohio corporation organized for profit, does hereby certify that (Please check the appropriate box and complete the appropriate statements). x A meeting of the shareholders was duly called and held on April 26, 2000 - at which meeting a quorum of the shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise 86.074% of the voting power of the corporation. In a writing signed by all the shareholders who wold be entitled to - notice of a meeting held for that purpose, the following resolution to amend the articles was adopted: RESOLVED, that Article SECOND of the Amended Articles of Incorporation of Ohio Casualty Corporation be, and the same hereby is, amended by deleting it in its entirety and by adopting and substituting in its place a new Article SECOND, which shall provide as follows: SECOND: The place in the State of Ohio where the principal office of the corporation is to be located is the CIty of Fairfield, County of Butler. IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the corporation, has hereunto subscribed his name on May 5, 2000. Signature: /s/ William L. Woodall ------------------ Title: President EX-3.(I) 3 0003.txt 1 Exhibit 4(f) OHIO CASUALTY CORPORATION AMENDED ARTICLES OF INCORPORATION (reflecting amendments through May 10, 2000) (for SEC reporting purposes only, not filed with the Secretary of State) FIRST: The name of the corporation shall be Ohio Casualty Corporation. SECOND: The place in the State of Ohio where the principal office of the corporation is to be located is the City of Fairfield, County of Butler. THIRD: The purpose for which the corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code. FOURTH: The authorized number of shares of the corporation shall be 150,000,000, each with a par value of twelve and one-half cents ($.125) (designated as "Common Shares") and 2,000,000 preferred shares, without par value (designated as "Preferred Shares"). The express terms of the shares of each class are as follows: (A) Express Terms of the Common Shares. The common shares shall be subject to the express terms of the Preferred Shares and the express terms of any series thereof. Each common share shall be equal to every other common share. Subject to the provisions of applicable law and these Amended Articles, each common share shall entitle the holder thereof to one vote on each matter properly submitted to the shareholders for their vote, consent, waiver, release or other action. Subject to any rights to receive dividends or distributions to which the holders of Preferred Shares may be entitled, the holders of common shares shall be entitled to receive such dividends or distributions as may from time to time be declared by the Board of Directors of the corporation. (B) Express Terms of the Preferred Shares. The Preferred Shares may be issued from time to time in one or more series. All Preferred Shares shall be of equal rank and shall be identical, except in respect of the terms that may be fixed or changed by the Board of Directors of the corporation as hereinafter provided, and each share of a series of Preferred Shares shall be identical with all other shares of such series, except as to the dates from which dividends or distributions shall be cumulative. Subject to the provisions of this paragraph (B), which provisions shall apply to all Preferred Shares, the Board of Directors of the corporation is authorized to cause shares of Preferred Shares to be issued in one or more series and with respect to each such series to fix prior to the issuance of shares of such series (and thereafter, to the extent provided in clause (2) of this paragraph (B)) the following: 2 2 (1) The designation of the series, which may be by distinguishing number, letter or title: (2) The authorized number of shares of the series, which number the Board of Directors of the corporation may (except to the extent otherwise provided in the creation of the series) increase or decrease from time to time before or after the issuance of shares of such series (but not below the number of shares of such series then outstanding); (3) The dividend or distribution rate of the series; (4) The dates of payment of dividends or distributions and the dates from which the dividends or distributions shall be cumulative; (5) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation; (6) The redemption rights and price or prices for shares of the series; (7) The sinking fund requirements for the purchase or redemption of shares of the series; (8) The conversion rights of the shares of the series; (9) The restrictions on the issuance of shares of the same series or of any other class or series; or (10) Such other terms as the Board of Directors may from time to time be permitted by law to fix or change. The Board of Directors of the corporation is authorized to adopt from time to time amendments to these Amended Articles fixing or changing, with respect to each such series, the matters described in the preceding clauses (1) through (10), inclusive, of paragraph (B) above. Subject to the provisions of applicable law and these Amended Articles, each Preferred Share shall entitle the holder thereof to one vote on each matter properly submitted to the shareholders for their vote, consent, waiver, release or other action. Except as otherwise required by law or these Amended Articles, the common shares and the Preferred Shares shall be voted together as a single class. FIFTH: The Board of Directors of the corporation, when evaluating any offer of another party to (A) purchase or otherwise acquire all or substantially all of the properties or assets of the corporation, (B) merge or consolidate the corporation with or into another corporation or another person, or (C) make a tender or exchange offer for any equity security of the corporation, may, in connection with the exercise of its judgment in 3 3 determining what is in the best interests of the corporation and its shareholders, give due consideration to all relevant factors, including without limitation (1) the social and economic effects of the proposed transaction on the employees, shareholders and other constituents of the corporation and its subsidiaries and on the communities in which the corporation and its subsidiaries operate or are located, (2) the fairness of the price or financial terms of the proposal, and (3) the relationship of the proposal to the value of the corporation in a transaction of a similar type resulting from arm's length negotiations. SIXTH: The Board of Directors shall have the power to cause the corporation from time to time to purchase, hold, sell, transfer or otherwise deal with its own shares or with any security or other promissory obligation which may be convertible into its own shares or may authorize the holder thereof to purchase its own shares, but such authority shall not limit the plenary authority of the Board of Directors to cause the corporation to purchase, sell, transfer or otherwise deal with securities and other promissory obligations which are not so convertible and do not so authorize. SEVENTH: A director of this corporation shall not be disqualified by his office from dealing or contracting with the corporation as vendor, purchaser, employee, agent, or otherwise, nor shall any transaction or contract or act of this corporation be void or voidable or in any way affected or invalidated by reason of the fact that any director of any firm of which any director is a member or any corporation of which any director is a shareholder or director is in any way interested in such transaction or contract or act, provided the fact that such director or such firm or such corporation is so interested shall be disclosed or shall be known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction or act shall be taken; nor shall any such director be accountable or responsible to the corporation for or in respect to any such transaction or contract or act of this corporation or for any gains or profits realized by him by reason of the fact that he or any firm of which he is a member or any corporation of which he is a shareholder or director is interested in such transaction or contract or act; and any such director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize or take action in respect of any such contract or transaction or act, and may vote thereat to authorize, ratify or approve any such contract or transaction or act, with like force and effect as if he or any firm of which he is a member or any corporation of which he is a shareholder or director were not interested in such transaction or contract to act. EIGHTH: No shareholder of the corporation shall be entitled as such, as a matter of right, to pre-empt or subscribe for or purchase shares of any class, now or hereafter authorized, or to purchase or subscribe for securities or other promissory obligations convertible into or exchangeable for shares of the corporation or which by warrants or otherwise entitle the holder thereof to subscribe for or purchase any such shares, except such rights of subscription or purchase, if any, and at such price or prices and upon such terms and conditions as the Board of Directors may from time to time determine. 4 4 NINTH: The Board of Directors may adopt amendments in respect of any unissued or treasury shares of any class and thereby fix or change: the division of such shares into series and the designation and authorized number of shares of each series; the dividend rate; the dates of payment of dividends and the dates from which they are cumulative; liquidation price; redemption price; sinking fund requirements; conversion rights, and rights on the issuance of shares of any class or series. TENTH: Notwithstanding any provision of the Ohio Revised Code requiring for any purpose the vote, consent, waiver or release of the holders of shares of the corporation entitling them to exercise two-thirds (2/3) or any other proportion of the voting power of the corporation or of any class or classes thereof, such action, unless expressly otherwise provided by statute, may be taken by the vote, consent, waiver or release of the holders of the shares entitling them to exercise not less than a majority of the voting power of the corporation or of such class or classes; provided, however, that unless two-thirds (2/3) of the whole authorized number of directors of the corporation shall recommend the approval of any of the following matters, the affirmative vote of the holders of shares entitling them to exercise not less than eighty percent (80%) of the voting power of the corporation entitled to vote thereon shall be required to adopt: (1) a proposed amendment to the articles of the corporation; (2) proposed new regulations, or an alteration, amendment or repeal of the regulations of the corporation; (3) an agreement of merger or consolidation providing for the merger or consolidation of the corporation with or into one or more other corporations; (4) a proposed combination or majority share acquisition involving the issuance of shares of the corporation and requiring shareholder approval; (5) a proposal to sell, lease, or exchange all or substantially all of the property and assets of the corporation; (6) a proposed dissolution of the corporation; or (7) a proposal to fix or change the number of directors by action of the shareholders of the corporation. The written objection of a director to any such matter submitted to the president or secretary of the corporation not less than three days before the meeting of shareholders at which any such matter is to be considered shall be deemed to be an affirmative vote by such director against such matter. 5 5 ELEVENTH: (A) In addition to any affirmative vote required by any provision of the Ohio Revised Code or by any other provision hereof, the affirmative vote or consent of the holders of the greater of (a) four-fifths (4/5) of the outstanding common shares of the corporation entitled to vote thereon or (b) that fraction of such outstanding common shares having as the numerator a number equal to the sum of (i) the number of outstanding common shares Beneficially Owned by Controlling Persons (as hereinafter defined) plus (ii) two-thirds (2/3) of the remaining number of outstanding common shares, and as the denominator a number equal to the total number of outstanding common shares entitled to vote, shall be required for the adoption or authorization of a Business Combination (as hereinafter defined) unless: (1) The Business Combination will result in an involuntary sale, redemption, cancellation or other termination of ownership of all common shares of the corporation owned by shareholders who do not vote in favor of, or consent in writing to, the Business Combination and the cash or fair value of other readily marketable consideration to be received by such shareholders for such shares at least be equal to the Minimum Price Per Share (as hereinafter defined); and (2) A proxy statement responsive to the requirements of the Securities Exchange Act of 1934 shall be mailed to the shareholders of the corporation for the purpose of soliciting shareholder approval of the proposed Business Combination. (B) For purposes of this Article ELEVENTH, the following definitions shall apply: (1) "Affiliate" shall mean a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person. (2) "Associate" shall mean (i) any corporation or organization of which a Person is an officer or partner or is, directly or indirectly, the Beneficial Owner of ten percent (10%) or more of any class of equity securities, (ii) any trust or other estate in which a Person has a ten percent (10%) or greater individual interest of any nature or as to which a Person serves as trustee or in a similar fiduciary capacity, (iii) any spouse of a Person, and (iv) any relative of a Person, or any relative of a spouse of a Person, who has the same residence as such Person or spouse. (3) "Beneficial Ownership" shall include without limitation (i) all shares directly or indirectly owned by a Person, by an Affiliate of such Person or by an Associate of such Person or such Affiliate, 6 6 (ii) all shares which such Person, Affiliate or Associate has the right to acquire through the exercise of any option, warrant or right (whether or not currently exercisable), through the conversion of a security, pursuant to the power to revoke a trust, discretionary account or similar arrangement, or pursuant to the automatic termination of a trust, discretionary account or similar arrangement, and (iii) all shares as to which such Person, Affiliate or Associate directly or indirectly through any contract, arrangement, understanding, relationship or otherwise (including without limitation any written or unwritten agreement to act in concert) has or shares voting power (which includes the power to vote or to direct the voting of such shares) or investment power (which includes the power to dispose or to direct the disposition of such shares) or both. (4) "Business Combination" shall mean (i) any merger or consolidation of the corporation with or into a Controlling Person or an Affiliate of a Controlling Person or an Associate of such Controlling Person or Affiliate, (ii) any sale, lease, exchange, transfer or other disposition, including without limitation a mortgage or any other security device of all or any Substantial Part of the assets of the corporation, including without limitation any voting securities of a Subsidiary, or of the assets of a Subsidiary, to a Controlling Person or Affiliate of a Controlling Person or Associate of such Controlling Person or Affiliate, (iii) any merger into the corporation, or into a Subsidiary, of a Controlling Person or an Affiliate of a Controlling Person or an Associate of such Controlling Person or Affiliate, (iv) any sale, lease, exchange, transfer or other disposition to the corporation or a Subsidiary of all or any part of the assets of a Controlling Person or Affiliate of a Controlling Person or Associate of such Controlling Person or Affiliate but not including any dispositions of assets which, if included with all other dispositions consummated during the same fiscal year of the corporation by the same Controlling Person, Affiliates thereof and Associates of such Controlling Person or Affiliates, would not result in dispositions during such year by all such Persons of assets having an aggregate fair value (determined at the time of disposition of the respective assets) in excess of one percent (1%) of the total consolidated assets of the corporation (as shown on its certified balance sheet as of the end of the fiscal year preceding the proposed disposition); provided, however, that in no event shall any disposition of assets be excepted from shareholder approval by reason of the preceding exclusion if such disposition when included with all other dispositions consummated during the same and immediately 7 7 preceding four (4) fiscal years of the corporation by the same Controlling Person, Affiliate thereof and Associates of such Controlling Person or Affiliates, would result in disposition by all such Persons of assets having an aggregate fair value (determined at the time of disposition of the respective assets) in excess of two percent (2%) of the total consolidated assets of the corporation (as shown on its certified balance sheet as of the end of the fiscal year preceding the proposed disposition), (v) any reclassification of the common shares of the corporation, or any recapitalization involving common shares of the corporation, consummated within five (5) years after a Controlling Person becomes a Controlling Person, and (vi) any agreement, contract or other arrangement providing for any of the transactions described in the definition of Business Combination. (5) "Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. (6) "Controlling Person" shall mean any Person who Beneficially Owns shares of the corporation entitling that Person to exercise twenty percent (20%) or more of the voting power of the corporation entitled to vote in the election of directors. (7) "Minimum Price Per Share" shall mean the sum of (a) the higher of (i) the highest gross per share price paid or agreed to be paid to acquire any common shares of the corporation Beneficially Owned by a Controlling Person, provided such payment or agreement to make payment was made within five (5) years immediately prior to the record date set to determine the shareholders entitled to vote or consent to the Business Combination in question, or (ii) the highest per share closing public market price for such common shares during such five (5) year period, plus (b) the aggregate amount, if any, by which five percent (5%) for each year, beginning on the date on which such Controlling Person became a Controlling Person, of such higher per share price exceeds the aggregate amount of all common share dividends per share paid in cash since the date on which such Person became a Controlling Person. The calculation of the Minimum Price Per Share shall require appropriate adjustments for capital changes, including without limitation stock splits, stock dividends and reverse stock splits. 8 8 (8) "Person" shall mean an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, a government or political subdivision thereof, and any other entity. (9) "Securities Exchange Act of 1934" shall mean the Securities Exchange Act of 1934, as amended from time to time as well as any successor or replacement statute. (10) "Subsidiary" shall mean any corporation more than twenty-five percent (25%) of whose outstanding securities entitled to vote for the election of directors are Beneficially Owned by the corporation and/or one or more Subsidiaries. (11) "Substantial Part" shall mean more than ten percent (10%) of the total assets of the corporation in question, as shown on its certified balance sheet as of the end of the most recent fiscal year ending prior to the time the determination is being made. C. During any period in which there are one or more Controlling Persons, this Article ELEVENTH shall not be altered, changed or repealed unless the amendment effecting such alteration, change or repeal shall have received, in addition to any affirmative vote required by any provision of the Ohio Revised Code or by any other provisions hereof, the affirmative vote or consent of the holders of the greater of (a) four-fifths (4/5) of the outstanding common shares of the corporation entitled to vote thereon or (b) that fraction of such outstanding shares having as the numerator a number equal to the sum of (i) the number of outstanding common shares Beneficially Owned by Controlling Persons plus (ii) two-thirds (2/3) of the remaining number of outstanding common shares, and as the denominator a number equal to the total number of outstanding common shares entitled to vote. TWELFTH: These Amended Articles take the place of and supersede the existing Articles of Ohio Casualty Corporation. THIRTEENTH: Shareholders shall not have the right to vote cumulatively in the election of directors. EX-4.2 4 0004.txt 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 -------------------------- Howard L. Sloneker III Sr. Vice President and Secretary EX-3.(II) 5 0005.txt 1 Exhibit 4(i) CODE OF REGULATIONS OF OHIO CASUALTY CORPORATION (reflecting amendments through April 26, 2000; for SEC reporting compliance purposes only) ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Annual Meetings. The annual meeting of the shareholders for the election of directors, for the consideration of reports to be laid before such meeting and for the transaction of such other business as may properly come before such meeting, shall be held on the third Wednesday in April of each year, or on such other date as may from time to time be designated by the Board of Directors. Section 2. Calling of Meetings. Meetings of the shareholders may be called only by the Chairman of the Board, by the President, by the Executive Vice President, by the Secretary, by the Directors by action at a meeting, by a majority of the Directors acting without a meeting or by the holders of at least 50% of all shares outstanding and entitled to vote thereat. Section 3. Place of Meetings. All meetings of the shareholders shall be held at the principal office of the corporation, unless otherwise provided by action of the directors. Meetings of shareholders may be held at any place within or without of the State of Ohio. Section 4. Notice of Meetings. (A) Written notice stating the time, place and purposes of a meeting of the shareholders shall be given by or at the direction of the Chairman of the Board, the President, the Executive Vice President or the Secretary either by personal delivery or by mail not less than seven nor more than sixty days before the date of the meeting to each shareholder of record entitled to notice of the meeting. If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the corporation. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. In the event of a transfer of shares after the record date for determining the shareholders who are entitled to receive notice of a meeting of shareholders, it shall not be necessary to give notice to the transferee. Nothing herein contained shall prevent the setting of a record date in the manner provided by law, the Articles or the Code of Regulations for the determination of shareholders who are entitled to receive notice of or to vote at any meeting of shareholders or for any purpose required or permitted by law. 2 (B) Following the receipt by the President or the Secretary of a request in writing, specifying the purpose or purposes for which the persons properly making such request have called a meeting of the shareholders, delivered either in person or by registered mail to such officer by any persons entitled to call a meeting of shareholders, such officer shall cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than seven nor more than 105 days after the receipt of such request, as such officer may fix. If such notice is not given within 45 days after the receipt of such request by the President or the Secretary, then, and only then, the persons properly calling the meeting may fix the time of meeting and give notice thereof in accordance with the provisions of the Code of Regulations. Section 5. Waiver of Notice. Notice of the time, place and purpose or purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filed with or entered upon the records of such meeting. The attendance of any shareholder, in person or by proxy, at any such meeting without protesting the lack of proper notice prior to or at the commencement of the meeting shall be deemed to be a waiver by such shareholder of notice of such meeting. Section 6. Quorum. At any meeting of shareholders, the holders of a majority in amount of the voting shares of the corporation then outstanding and entitled to vote thereat, present in person or by proxy, shall constitute a quorum for such meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, or the Chairman of the Board, the President, the Secretary, or the officer of the corporation acting as chairman of the meeting, may adjourn such meeting from time to time, and at such adjourned meeting any business may be transacted as if the meeting had been held as originally called. Section 7. Votes Required. At all elections of directors, the candidates receiving the greatest number of votes shall be elected. Any other matter submitted to the shareholders for their vote shall be decided by the vote of such proportion of the shares, or of any class of shares, or of each class, as is required by law, the Articles or the Code of Regulations. Section 8. Order of Business. The order of business at any meeting of the shareholders shall be determined by the officer of the corporation acting as chairman of such meeting unless otherwise determined by a vote of the holders of a majority of the voting shares of the corporation then outstanding, present in person or by proxy. Section 9. Shareholders Entitled to Vote. Each shareholder of record on the books of the corporation on the record date for determining the shareholders who are entitled to vote at a meeting of shareholders shall be entitled at such meeting to one vote for each share of the corporation standing in his name on the books of the corporation on such record date. The directors may fix a record date for the determination of the shareholders who are entitled to receive notice of or to vote at a meeting of shareholders, 2 3 which record date shall not be a date earlier than the date on which the record date is fixed and which record date may be a maximum of 120 days preceding the date of the meeting of shareholders. 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 communication which appoints such proxy specifies the date on which it is to expire or the length of time it is to continue in force. Section 11. Inspectors of Election. In advance of any meeting of shareholders, the directors may appoint inspectors of election to act at such meeting or any adjournment thereof; if inspectors are not so appointed, the officer of the corporation acting as chairman of any such meeting may make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled only by appointment made by the directors in advance of such meeting or, if not so filled, at the meeting by the officer of the corporation acting as chairman of such meeting. No other person or persons may appoint or require the appointment of inspectors of election. ARTICLE II DIRECTORS Section 1. Authority and Qualifications. Except where the law, the Articles of the Code of Regulations otherwise provide, all authority of the corporation shall be vested in and exercised by a Board of Directors. Each director of the corporation elected as such for the first time after April 1, 1983, must be the holder of record of not less than 100 of its issued and outstanding common shares. Section 2. Number of Directors and Terms of Office. (A) Until changed in accordance with the provisions of the Code of Regulations, the number of directors of the corporation shall be twelve (12). [AUTHORIZED NUMBER OF DIRECTORS OF THE CORPORATION WAS REDUCED TO ELEVEN (11) BY UNANIMOUS ACTION OF THE BOARD OF DIRECTORS AT THE MEETING OF DIRECTORS HELD ON FEBRUARY 17, 2000.] The number of directors may be fixed or changed (i) at a meeting of shareholders called for the purpose of electing directors at which a quorum is present or (ii) by action of a majority of the whole authorized number of directors, but no reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director. 3 4 (B) Until changed in accordance with law, the Board of Directors shall be divided into three (3) classes consisting of four (4) directors each (Class I, Class II and Class III). [THE AUTHORIZED NUMBER OF DIRECTORS IN CLASS I WAS REDUCED TO THREE (3) BY UNANIMOUS ACTION OF THE BOARD OF DIRECTORS AT THE MEETING OF DIRECTORS HELD ON FEBRUARY 17, 2000.] If the authorized number of directors is increased or decreased at any time, the directors may, by a resolution adopted by a majority of the whole authorized number of directors, determine the number of directors to be added or subtracted, as the case may be, from any class or classes of directors, and the effect of such increase or decrease need not be uniform; provided, however, (a) that the authorized number of directors of any class shall not exceed by more than four (4) the authorized number of directors of any other class, and (b) no class shall consist of fewer than three (3) directors. The election of each class of directors shall be a separate election. The term of office of Class I shall expire at the annual meeting of shareholders for 1988; the term of office of Class II shall expire at the annual meeting of shareholders for 1989; the term of office of Class III shall expire at the annual meeting of shareholders for 1987; and at each annual meeting of shareholders commencing with the year 1987, the successors to the directors of the class whose term shall expire in that year shall be elected for a term of three years, so that the term of office of one class of directors shall expire in each year commencing with the year 1987; provided, however, that each director elected at any time shall hold office until his successor is duly elected and shall qualify, or until his earlier death, resignation or removal. Section 3. Nomination and Election. (A) Any nominee for election as a director of the corporation may be proposed only by the Board of Directors or by any shareholder entitled to vote for the election of directors. No person, other than a nominee proposed by the Board of Directors, may be nominated for election as a director of the corporation unless such person shall have been proposed in a written notice, delivered or mailed by first-class United States mail, postage prepaid, to the Secretary of the corporation at its principal office. In the case of a nominee proposed for election as a director at an annual meeting of shareholders, such written notice of a proposed nominee shall be received by the Secretary of the corporation on or before the later of (i) February 1, immediately preceding such annual meeting, or (ii) the sixtieth (60th) day prior to the first anniversary of the most recent annual meeting of shareholders of the corporation held for the election of directors; provided, however, that if the annual meeting for the election of directors in any year is not held on or before the thirty-first (31st) day next following such anniversary, then the written notice required by this subparagraph (A) shall be received by the Secretary within a reasonable time prior to the date of such annual meeting. In the case of a nominee proposed for election as a director at a special meeting of shareholders at which directors are to be elected, such written notice of a proposed nominee shall be received by the Secretary of the corporation no later than the close of business of the seventh day following the day on which notice of the special meeting was mailed to shareholders. Each such written notice of a proposed nominee shall set forth (1) the name, age, business or residence address of each nominee proposed in such notice, (2) the principal occupation or employment of each such 4 5 nominee, and (3) the number of common shares of the corporation owned beneficially and/or of record by each such nominee and the length of time any such shares have been so owned. (B) If a shareholder shall attempt to nominate one or more persons for election as a director at any meeting at which directors are to be elected without having identified each such person in a written notice given as contemplated by, and/or without having provided therein the information specified in subparagraph (A) of this Section, each such attempted nomination shall be invalid and shall be disregarded unless the person acting as chairman of the meeting determines that the facts warrant the acceptance of such nomination. (C) The election of directors shall be by ballot whenever requested by the person acting as chairman of the meeting or by the holders of a majority of the voting shares outstanding, entitled to vote at such meeting and present in person or by proxy, but unless such request is made, the election shall be by voice vote. Section 4. Removal. A director or directors may be removed from office, with or without assigning any cause, only by the vote of the holders of shares entitling them to exercise not less than eighty percent (80%) of the voting power of the corporation to elect directors in place of those to be removed. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the Board. Section 5. Vacancies. Vacancies, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, though less than a majority of the whole authorized number of directors, or in any other manner provided by law, the Articles or the Code of Regulations. Section 6. Meetings. (A) A meeting of the directors shall be held immediately following the adjournment of each annual meeting of shareholders at which directors are elected, and notice of such meeting need not be given. (B) Regular meetings of the directors shall be held four times in each year, on the third Thursday in the months of February, May, August and November, if not a legal holiday, but if a legal holiday, then on the next business day, and at such other times as may be fixed by resolution of the Board of Directors. No notice of such regular meetings shall be required. (C) The directors shall hold such other meetings as may from time to time be called, and such other meetings of directors may be called only by the Chairman of the Board, the President, the Executive Vice President, the Secretary, or any four directors. 5 6 (D) All meetings of directors shall be held at the principal office of the corporation in Hamilton, Ohio [PRINCIPAL OFFICE OF THE CORPORATION WAS CHANGED TO CITY OF FAIRFIELD, OHIO AT A MEETING OF THE SHAREHOLDERS HELD ON APRIL 26, 2000 BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF SHARES ENTITLING THEM TO EXERCISE A MAJORITY OF THE VOTING POWER.] or at such other place within or without the State of Ohio as the directors may from time to time determine by a resolution. Section 7. Notice of Meetings. Notice of the time and place of each meeting of directors for which the requirement of notice has not been dispensed with by the Articles, Code of Regulations or the Bylaws shall be given to each of the directors by at least one of the following methods: (A) In a writing mailed not less than three days before such meeting and addressed to the residence or usual place of business of a director, as such address appears on the records of the corporation; or (B) By telegraph, cable, radio, wireless or a writing sent or delivered to the residence or usual place of business of a director as the same appears on the records of the corporation, not later than the day before the date on which such meeting is to be held; or (C) Personally or by telephone not later than the day before the date on which such meeting is to be held. Notice given to a director by any one of the methods specified in the Code of Regulations shall be sufficient, and the method of giving notice to all directors need not be uniform. Notice of any meeting of directors may be given only by the Chairman of the Board, the President, the Executive Vice President or the Secretary of the corporation. Any such notice need not specify the purpose or purposes of the meeting. Notice of adjournment of a meeting of directors need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. Section 8. Waiver of Notice. Notice of any meeting of directors may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any director at any meeting of directors without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by him of notice of such meeting. Section 9. Quorum. A majority of the whole authorized number of directors shall be necessary to constitute a quorum for a meeting of directors, except that a majority of the directors in office shall constitute a quorum for filling a vacancy in the Board. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the Board, except as otherwise provided by law, the Articles or the Code of Regulations. 6 7 Section 10. Executive Committee. The directors may create an Executive Committee or any other committee of directors, to consist of not less than three directors, and may authorize the delegation to such Executive Committee or other committees of any of the authority of the directors, however conferred, other than that of filling vacancies among the directors or in the Executive Committee or in any other committee of the directors. Such Executive Committee or any other committee of directors shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors. Such Executive Committee or other committee of directors may act by a majority of its members at a meeting or by a writing or writings signed by all of its members. Any act or authorization of an act by the Executive Committee or any other committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the directors. No notice of a meeting of the Executive Committee or of any other committee of directors shall be required. Section 11. Compensation. Directors shall be entitled to receive as compensation for services rendered and expenses incurred as directors, such amounts as the directors may determine. Section 12. Bylaws. The directors may adopt, and amend from time to time, Bylaws for their own government, which Bylaws shall not be inconsistent with the law, the Articles or the Code of Regulations. ARTICLE III OFFICERS Section 1. Officers, Term and Compensation. The officers of the corporation to be elected by the directors shall be a Chairman of the Board, who shall be a director, a Chief Executive Officer, a President, an Executive Vice President, one or more Vice Presidents, as the directors may from time to time determine, a Secretary, a Treasurer and such other officers as the directors may from time to time elect. Officers need not be shareholders of the corporation, and may be paid such compensation as the Board of Directors may determine. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Articles, the Code of Regulations or the Bylaws to be executed, acknowledged or verified by two or more officers. Section 2. Tenure of Office. The officers of the corporation shall hold office at the pleasure of the directors. Any officer of the corporation may be removed, either with or without cause, at any time, by the affirmative vote of a majority of all the 7 8 directors then in office; such removal, however, shall be without prejudice to the contract rights of the persons so removed, if any. Section 3. Duties of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the directors and at all meetings of the shareholders. He shall have such other powers and duties as the directors shall from time to time assign to him. Section 4. Duties of the Chief Executive Officer. The Chief Executive Officer shall be the active executive officer of the corporation and shall exercise supervision over the other officers, subject, however, to the control of the Board of Directors. The Chief Executive Officer shall be entitled to exercise the powers of the President, however conferred. The Chief Executive Officer shall have such other powers and duties as the directors shall from time to time assign to him. Section 5. Duties of the President. The President shall be the chief administrative officer of the corporation and shall exercise supervision over the business of the corporation and shall have, among such additional powers and duties as the directors may from time to time assign to him, the power and authority to sign all certificates evidencing shares of the corporation and all deeds, mortgages, bonds, contracts, notes and other instruments requiring the signature of the President of the corporation. In the absence of the Chairman of the Board, it shall be the duty of the President to preside at all meetings of shareholders. Section 6. Duties of the Executive Vice President. The Executive Vice President shall perform such duties as may from time to time be assigned to him by the directors. At the request of the Chief Executive Officer or the President, or in the absence of the Chief Executive Officer and the President, the Executive Vice President may perform all the duties of the President, and when so acting, shall have all the powers of the President. Section 7. Duties of the Vice Presidents. The Vice Presidents shall perform such duties as may from time to time be assigned to them by the directors, the Chief Executive Officer or the President. At the request of the President, or in the absence of the President, the Chief Executive Officer and the Executive Vice President, a Vice President may perform all the duties of the President, and when so acting, shall have all the powers of the President. Section 8. Duties of the Secretary. It shall be the duty of the Secretary, or of an Assistant Secretary, if any, in case of the absence or inability to act of the Secretary, to keep minutes of all the proceedings of the shareholders and the directors and to make a proper record of the same, which shall be attested by him; to sign all certificates for shares, and all deeds, mortgages, bonds, contracts, notes and other instruments requiring his signature on behalf of the corporation, to perform such other duties as may be required by law, the Articles or the Code of Regulations; to keep such books as may be required by 8 9 the directors; to file all reports to states and to the federal government; to perform such other and further duties as may from time to time be assigned to him by the directors, the Chief Executive Officer or the President; and to deliver all books, paper and property of the corporation in his possession to his successor, to the Chief Executive Officer, or to the President. Section 9. Duties of the Treasurer. The Treasurer or an Assistant Treasurer, if any, in case of the absence or inability to act of the Treasurer, shall receive and safely keep in charge all money, bills, notes, choses in action, securities, deeds, leases, mortgages and similar property belonging to the corporation, and shall do with or disburse the same as directed by the Chief Executive Officer, the President or the directors; shall keep an accurate account of the finances and business of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital and shares, together with such other accounts as may be required, and hold the same open for inspection and examination by the directors; shall give bond in such sum with such security as the directors may require for the faithful performance of his duties; shall, upon the expiration of his term of office, deliver all money and other property of the corporation in his possession or custody to his successor, the Chief Executive Officer, or the President; and shall perform such other duties as from time to time may be assigned to him by the directors. ARTICLE IV SHARES Section 1. Certificates. Certificates evidencing ownership of shares of the corporation shall be issued to those entitled to them. Each certificate evidencing shares of the corporation shall bear a distinguishing number, the signatures of the Chairman of the Board, the President, or a Vice President, and of the Secretary or an Assistant Secretary (except that when any such certificate is countersigned by an incorporated transfer agent or registrar, such signatures may be facsimile, engraved, stamped or printed), and such recitals as may be required or permitted by law. Certificates evidencing shares of the corporation shall be of such tenor and design as the directors may from time to time adopt. Section 2. Transfers. Where a certificate evidencing a share or shares of the corporation is presented to the corporation or its proper agents with a request to register transfer, the transfer shall be registered as requested if: 1. An appropriate person signs on each certificate so presented or signs on a separate document an assignment or transfer of shares evidenced by each such certificate, or signs a power to assign or transfer such shares, or when the signature of an appropriate person is written without more on the back of each such certificate; and 9 10 2. Reasonable assurance is given that the endorsement of each appropriate person is genuine and effective; the corporation or its agents may refuse to register a transfer of shares unless the signature of each appropriate person is guaranteed by a commercial bank or trust company having an office or a correspondent in the City of New York or by a firm having membership in the New York Stock Exchange; and 3. All applicable laws relating to the collection of transfer or other taxes have been complied with; and 4. The corporation or its agents are not otherwise required or permitted to refuse to register such transfer. Section 3. Transfer Agents and Registrars. The directors may appoint one or more agents to transfer or to register shares of the corporation, or both. Section 4. Lost, Wrongfully Taken or Destroyed Certificates. Except as otherwise provided by law, where the owner of a certificate evidencing shares of the corporation claims that such certificate has been lost, destroyed or wrongfully taken, the directors must cause the corporation to issue a new certificate in place of the original certificate if the owner: 1. So requests before the corporation has notice that such original certificate has been acquired by a bona fide purchaser; and 2. Files with the corporation any indemnity bond, with surety or sureties satisfactory to the corporation, in such sum as the directors may, in their discretion, deem reasonably sufficient as indemnity against any loss or liability that the corporation may incur by reason of the issuance of each such new certificate; and 3. Satisfies any other reasonable requirements which may be imposed by the directors, in their discretion. ARTICLE V INDEMNIFICATION AND INSURANCE Section 1. Mandatory Indemnification. The corporation shall indemnify (A) any officer or director of the corporation and (B) any person (including an officer or director of the corporation) who has served or is serving at the request of the corporation as a director, trustee or officer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including, without limitation, any action threatened or instituted by or in the right of the corporation) by reason of the fact that he is or was a director, trustee, officer, employee or agent of the 10 11 corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust, or other enterprise, against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. A person claiming indemnification under this Section 1 shall be presumed in respect of any act or omission giving rise to such claim for indemnification, to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal matter, to have had no reasonable cause to believe his conduct was unlawful, and the termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption. Section 2. Court-Approved Indemnification. Anything contained in the Regulations or elsewhere to the contrary notwithstanding: (A) the corporation shall not indemnify (i) any officer or director of the corporation, or (ii) any person (including an officer or director of the corporation) who has served or is serving at the request of the corporation as a director, trustee, or officer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise who was a party to any completed action or suit instituted by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for gross negligence or misconduct (other than negligence) in the performance of his duty to the corporation unless and only to the extent that the Court of Common Pleas of Butler County, Ohio or the court in which such action or suit was brought shall determine upon application that despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and (B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 2. Section 3. Indemnification for Expenses. Anything contained in the Regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation or any person (including an officer or director of the corporation) who has served or is serving at the request of the corporation as a director, 11 12 trustee or officer of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) actually and reasonably incurred by him in connection therewith. Section 4. Determination Required. Any indemnification required under Section 1 and not precluded under Section 2 shall be made by the corporation only upon a determination that such indemnification is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 1. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation, or any person to be indemnified, within the past five years or (C) by the shareholders or (D) by the Court of Common Pleas of Butler County, Ohio or (if the corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under subparagraph (D) of this Section at any time (including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under subparagraph (A) or by independent legal counsel under subparagraph (B) or by the shareholders under subparagraph (C) of this Section); and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under subparagraph (A) or by independent legal counsel under subparagraph (B) or by shareholders under subparagraph (C) of this Section shall be evidence in rebuttal of the presumption recited in Section 1. Any determination made by the disinterested directors under subparagraph (A) of this Section or by independent legal counsel under subparagraph (B) of this Section to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such person shall have the right to petition the Court of Common Pleas of Butler County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination. Section 5. Advances for Expenses. Expenses (including, without limitation, attorneys fees, filing fees, court reporters' fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 1 shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer, Director or other person entitled to indemnity under Section 1 promptly as such expenses are incurred by him, but only if such officer, Director or other person shall first 12 13 agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise: (A) unless it shall ultimately be determined as provided in Section 4 that he is not entitled to be indemnified by the corporation as provided under Section 1; or (B) if, in respect of any claim, issue or other matter asserted by or in the right of the corporation in such action or suit, he shall have been adjudged to be liable for gross negligence or misconduct (other than negligence) in the performance of his duty to the corporation, unless and only to the extent that the Court of Common Pleas of Butler County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances, he is fairly and reasonably entitled to all or part of such indemnification. Section 6. Article V Not Exclusive. The indemnification provided by this Article V shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under the Articles or the Regulations or any agreement, vote of shareholders of the corporation or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 7. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, trustee, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the obligation or the power to indemnify him against such liability under the provisions of this Article V. Section 8. Certain Definitions. For purposes of this Article V, and as examples and not by way of limitation: (A) A person claiming indemnification under this Article V shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of a fine upon him, and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of lack of merit of the claims made against him or otherwise results in a vindication of him); and 13 14 (B) References to an "other enterprise" shall include employee benefit plans; references to a "fine" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of the corporation" within the meaning of that term as used in this Article V. Section 9. Venue. Any action, suit or proceeding to determine a claim for indemnification under this Article V may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Butler County, Ohio. The corporation and (by claiming such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Butler County, Ohio in any such action, suit or proceeding. ARTICLE VI SEAL The seal of the corporation shall be circular, about two inches in diameter, with the name of the corporation engraved around the margin and the word "SEAL" engraved across the center. ARTICLE VII FISCAL YEAR The fiscal year shall begin on the first day of January and end on the 31st day of December in each year, or on such other dates as may from time to time be established by the directors. ARTICLE VIII AMENDMENTS The Code of Regulations may be amended, or new regulations may be adopted, at a meeting of shareholders held for such purpose, or without a meeting by the written consent of the holders of shares entitling them to exercise not less than all (100%) of the voting power of the corporation on such proposal. 14 EX-23 6 0006.txt Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 3, 2000 relating to the financial statement schedules, which appears in the Ohio Casualty Corporation's Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP July 31, 2000 Cincinnati, Ohio EX-24 7 0007.txt Exhibit 24 POWER OF ATTORNEY The undersigned director and/or officer of Ohio Casualty Corporation (the "Company"), does hereby constitute and appoint William L. Woodall and Howard L. Sloneker III, and each of them severally, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as such director and/or officer of the Company and to execute any and all documents and instruments for me and in my name in such capacity, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8, with all exhibits thereto, relating to the 20,000 Common Shares, $.125 par value, and related Common Share Purchase Rights, of the Company to be offered under the Stock Option Agreement, effective as of February 29, 2000, between the Company and William L. Woodall, including specifically, but without limitation, power and authority to sign for me in my name in such capacity as a director and/or officer of the Company, said Registration Statement and any and all amendments (including post- effective amendments) to said Registration Statement; and I do hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of August, 2000. /s/ Terrence J. Baehr ----------------- Terrence J. Baehr, Director 2 POWER OF ATTORNEY The undersigned director and/or officer of Ohio Casualty Corporation (the "Company"), does hereby constitute and appoint William L. Woodall and Howard L. Sloneker III, and each of them severally, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as such director and/or officer of the Company and to execute any and all documents and instruments for me and in my name in such capacity, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8, with all exhibits thereto, relating to the 20,000 Common Shares, $.125 par value, and related Common Share Purchase Rights, of the Company to be offered under the Stock Option Agreement, effective as of February 29, 2000, between the Company and William L. Woodall, including specifically, but without limitation, power and authority to sign for me in my name in such capacity as a director and/or officer of the Company, said Registration Statement and any and all amendments (including post- effective amendments) to said Registration Statement; and I do hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of August, 2000. /s/ Arthur J. Bennert ----------------- Arthur J. Bennert, Director 3 POWER OF ATTORNEY The undersigned director and/or officer of Ohio Casualty Corporation (the "Company"), does hereby constitute and appoint William L. Woodall and Howard L. Sloneker III, and each of them severally, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as such director and/or officer of the Company and to execute any and all documents and instruments for me and in my name in such capacity, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8, with all exhibits thereto, relating to the 20,000 Common Shares, $.125 par value, and related Common Share Purchase Rights, of the Company to be offered under the Stock Option Agreement, effective as of February 29, 2000, between the Company and William L. Woodall, including specifically, but without limitation, power and authority to sign for me in my name in such capacity as a director and/or officer of the Company, said Registration Statement and any and all amendments (including post- effective amendments) to said Registration Statement; and I do hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of August, 2000. /s/ Jack E. Brown ----------------- Jack E. Brown, Director 4 POWER OF ATTORNEY The undersigned director and/or officer of Ohio Casualty Corporation (the "Company"), does hereby constitute and appoint William L. Woodall and Howard L. Sloneker III, and each of them severally, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as such director and/or officer of the Company and to execute any and all documents and instruments for me and in my name in such capacity, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8, with all exhibits thereto, relating to the 20,000 Common Shares, $.125 par value, and related Common Share Purchase Rights, of the Company to be offered under the Stock Option Agreement, effective as of February 29, 2000, between the Company and William L. Woodall, including specifically, but without limitation, power and authority to sign for me in my name in such capacity as a director and/or officer of the Company, said Registration Statement and any and all amendments (including post- effective amendments) to said Registration Statement; and I do hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of August, 2000. /s/ Catherine E. Dolan ------------------ Catherine E. Dolan, Director 5 POWER OF ATTORNEY The undersigned director and/or officer of Ohio Casualty Corporation (the "Company"), does hereby constitute and appoint William L. Woodall and Howard L. Sloneker III, and each of them severally, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as such director and/or officer of the Company and to execute any and all documents and instruments for me and in my name in such capacity, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8, with all exhibits thereto, relating to the 20,000 Common Shares, $.125 par value, and related Common Share Purchase Rights, of the Company to be offered under the Stock Option Agreement, effective as of February 29, 2000, between the Company and William L. Woodall, including specifically, but without limitation, power and authority to sign for me in my name in such capacity as a director and/or officer of the Company, said Registration Statement and any and all amendments (including post- effective amendments) to said Registration Statement; and I do hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of August, 2000. /s/ Wayne R. Embry ----------------- Wayne R. Embry, Director 6 POWER OF ATTORNEY The undersigned director and/or officer of Ohio Casualty Corporation (the "Company"), does hereby constitute and appoint William L. Woodall and Howard L. Sloneker III, and each of them severally, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as such director and/or officer of the Company and to execute any and all documents and instruments for me and in my name in such capacity, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8, with all exhibits thereto, relating to the 20,000 Common Shares, $.125 par value, and related Common Share Purchase Rights, of the Company to be offered under the Stock Option Agreement, effective as of February 29, 2000, between the Company and William L. Woodall, including specifically, but without limitation, power and authority to sign for me in my name in such capacity as a director and/or officer of the Company, said Registration Statement and any and all amendments (including post- effective amendments) to said Registration Statement; and I do hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of August, 2000. /s/ Vaden Fitton ----------------- Vaden Fitton, Director 7 POWER OF ATTORNEY The undersigned director and/or officer of Ohio Casualty Corporation (the "Company"), does hereby constitute and appoint William L. Woodall and Howard L. Sloneker III, and each of them severally, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as such director and/or officer of the Company and to execute any and all documents and instruments for me and in my name in such capacity, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8, with all exhibits thereto, relating to the 20,000 Common Shares, $.125 par value, and related Common Share Purchase Rights, of the Company to be offered under the Stock Option Agreement, effective as of February 29, 2000, between the Company and William L. Woodall, including specifically, but without limitation, power and authority to sign for me in my name in such capacity as a director and/or officer of the Company, said Registration Statement and any and all amendments (including post- effective amendments) to said Registration Statement; and I do hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of August, 2000. /s/ Stephen S. Marcum ----------------- Stephen S. Marcum, Director 8 POWER OF ATTORNEY The undersigned director and/or officer of Ohio Casualty Corporation (the "Company"), does hereby constitute and appoint William L. Woodall and Howard L. Sloneker III, and each of them severally, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as such director and/or officer of the Company and to execute any and all documents and instruments for me and in my name in such capacity, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8, with all exhibits thereto, relating to the 20,000 Common Shares, $.125 par value, and related Common Share Purchase Rights, of the Company to be offered under the Stock Option Agreement, effective as of February 29, 2000, between the Company and William L. Woodall, including specifically, but without limitation, power and authority to sign for me in my name in such capacity as a director and/or officer of the Company, said Registration Statement and any and all amendments (including post- effective amendments) to said Registration Statement; and I do hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of August, 2000. /s/ Stanley N. Pontius ------------------ Stanley N. Pontius, Director 9 POWER OF ATTORNEY The undersigned director and/or officer of Ohio Casualty Corporation (the "Company"), does hereby constitute and appoint William L. Woodall and Howard L. Sloneker III, and each of them severally, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as such director and/or officer of the Company and to execute any and all documents and instruments for me and in my name in such capacity, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8, with all exhibits thereto, relating to the 20,000 Common Shares, $.125 par value, and related Common Share Purchase Rights, of the Company to be offered under the Stock Option Agreement, effective as of February 29, 2000, between the Company and William L. Woodall, including specifically, but without limitation, power and authority to sign for me in my name in such capacity as a director and/or officer of the Company, said Registration Statement and any and all amendments (including post- effective amendments) to said Registration Statement; and I do hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of August, 2000. /s/ Howard L. Sloneker ------------------ Howard L. Sloneker, Senior Vice President, Secretary, Director 10 POWER OF ATTORNEY The undersigned director and/or officer of Ohio Casualty Corporation (the "Company"), does hereby constitute and appoint William L. Woodall and Howard L. Sloneker III, and each of them severally, my true and lawful attorneys and agents, each with full power of substitution, to do any and all acts and things in my name and on my behalf in my capacity as such director and/or officer of the Company and to execute any and all documents and instruments for me and in my name in such capacity, which said attorneys or agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing of a Registration Statement on Form S-8, with all exhibits thereto, relating to the 20,000 Common Shares, $.125 par value, and related Common Share Purchase Rights, of the Company to be offered under the Stock Option Agreement, effective as of February 29, 2000, between the Company and William L. Woodall, including specifically, but without limitation, power and authority to sign for me in my name in such capacity as a director and/or officer of the Company, said Registration Statement and any and all amendments (including post- effective amendments) to said Registration Statement; and I do hereby ratify and confirm all that said attorneys and agents, or their substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto signed my name as of the 3rd day of August, 2000. /s/ William L. Woodall ------------------ William L. Woodall, President, Chief Executive Officer, Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----