Exhibit 10.01Credit Agreement • December 16th, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio
STATE AUTO FINANCIAL CORPORATION AS ISSUER AND FIFTH THIRD BANK AS TRUSTEE INDENTUREIndenture • December 23rd, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • New York
Amendment No. 1 to Amended and Restated Credit Agreement Among SAF Funding Corporation, the Lenders and Bank One, NA Dated as of November 14, 2002Credit Agreement • March 31st, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Illinois
a) This Agreement, duly executed by each of Seller and the Company; (b) The Articles of Merger, duly executed by the Company; (c) All certificates representing the Company Shares, endorsed in blank;Agreement and Plan of Reorganization • July 20th, 1998 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio
EXHIBIT 99e(3) AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 2nd, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Illinois
EXHIBIT 4.03 STATE AUTO FINANCIAL CORPORATION 6 1/4% SENIOR NOTES DUE NOVEMBER 15, 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • New York
1 Exhibit 10(T) CREDIT AGREEMENTCredit Agreement • March 28th, 2000 • State Auto Financial Corp • Fire, marine & casualty insurance • Illinois
1 10(LL) Credit Agreement dated as of June 1, 1999 between State Auto Financial Corporation and State Automobile Mutual Insurance CompanyCredit Agreement • August 13th, 1999 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio
PUT AGREEMENTPut Agreement • December 16th, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio
Exhibit 10.03Standby Purchase Agreement • December 16th, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio
1 10(Z)Reinsurance Contract • November 13th, 1996 • State Auto Financial Corp • Fire, marine & casualty insurance
EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • November 25th, 2020 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Executive Change of Control Agreement (this “Agreement”) is made as of November 13, 2020 to be effective as of January 1, 2021 (the “Effective Date”), by and among State Auto Financial Corporation, an Ohio corporation (“State Auto Financial”), State Auto Property and Casualty Insurance Company, an Iowa-domiciled insurance company (“State Auto P&C”), State Automobile Mutual Insurance Company, an Ohio-domiciled mutual insurance company (“State Auto Mutual”), and Michael E. LaRocco (“Executive”). State Auto Financial, State Auto P&C, State Auto Mutual and each of their respective insurer subsidiaries and affiliates, present and future, are hereinafter collectively referred to as “State Auto.”
January 1, 2000 FOURTH AMENDMENT TO THE REINSURANCE POOLING AGREEMENT AMENDED AND RESTATED AS OF JANUARY 1, 2000Reinsurance Pooling Agreement • March 31st, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance
RESTRICTED STOCK AGREEMENT UNDER THERestricted Stock Agreement • March 1st, 2017 • State Auto Financial CORP • Fire, marine & casualty insurance
This Restricted Stock Agreement (this “Agreement”) is made as of September 15, 2015 (the “Award Date”). The Compensation Committee of the Board of Directors of State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby awards to Paul M. Stachura (the “Awardee”) 4,430 common shares, without par value, of the Company (the “Restricted Shares”). The Restricted Shares are awarded pursuant to the terms of the Company’s 2009 Equity Incentive Compensation Plan (the “Plan”) and shall be subject to all of the provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to the following provisions of this Agreement. Capitalized terms used in this Agreement which are not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
Amended and Restated Credit Agreement dated August 16, 1996 Amended and restated as of July 18, 1997 between SAF Funding Corporation and the Chase Manhattan Bank 2Credit Agreement • November 12th, 1997 • State Auto Financial Corp • Fire, marine & casualty insurance • New York
BETWEEN STATE AUTO PROPERTY AND CASUALTY INSURANCE COMPANY MILBANK INSURANCE COMPANY FARMERS CASUALTY INSURANCE COMPANY AND STATE AUTO INSURANCE COMPANYStop Loss Reinsurance Agreement • March 29th, 2002 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio
Exhibit 10 (LL)Management and Operations Agreement • August 14th, 2002 • State Auto Financial Corp • Fire, marine & casualty insurance
OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • March 22nd, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Officer Indemnification Agreement (this “Agreement”) is made as of March 16, 2018, between State Auto Financial Corporation, an Ohio corporation (“State Auto”), and Gregory A. Tacchetti (the “Executive Officer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 22nd, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Indemnification Agreement (this “Agreement”) is made as of March 16, 2018, between State Auto Financial Corporation, an Ohio corporation (“State Auto”), and Michael E. LaRocco (the “Director”).
CREDIT AGREEMENT dated as of September 29, 2011 among STATE AUTO FINANCIAL CORPORATION THE LENDERS PARTY HERETO KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Lead Arranger, Sole Book Runner and Swingline Lender JPMORGAN CHASE BANK, N.A. and...Credit Agreement • September 30th, 2011 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual agreements of the parties hereto and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • March 8th, 2011 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Investment Management Agreement (the “Agreement”) dated this 1st day of October 2010 is by and between Stateco Financial Services, Inc. (aka Stateco, Inc.) (“Stateco”), 518 East Broad Street, Columbus, Ohio 43215 and Rockhill Insurance Company, 8601 N. Scottsdale Rd., Ste. 300, Scottsdale, AZ 85253 (the “Company”).
AGREEMENT AND PLAN OF MERGER AND COMBINATIONMerger Agreement • July 12th, 2021 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This AGREEMENT AND PLAN OF MERGER AND COMBINATION (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of July 12, 2021, is made by and among Liberty Mutual Holding Company Inc., a Massachusetts mutual holding company (“LMHC”), Pymatuning, Inc., an Ohio corporation and wholly-owned indirect subsidiary of LMHC (“Merger Sub I”), Andover, Inc., an Ohio corporation and wholly-owned direct subsidiary of LMHC (“Merger Sub II”), State Automobile Mutual Insurance Company, an Ohio mutual insurance company (“SAM”), and State Auto Financial Corporation, an Ohio corporation (“STFC”).
RECITALSStandby Purchase Agreement • March 31st, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Illinois
EXECUTIVE AGREEMENTExecutive Agreement • March 12th, 2012 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Executive Agreement (this “Agreement”) is made as of December 20, 2011, by and among State Auto Financial Corporation, an Ohio corporation (“State Auto Financial”), State Automobile Mutual Insurance Company, an Ohio-domiciled mutual insurance company (“State Auto Mutual”), and Robert P. Restrepo, Jr. (the “Executive”).
MANAGEMENT AND OPERATIONS AGREEMENT AMENDED AND RESTATED As of January 1, 2015Management and Operations Agreement • August 5th, 2015 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Management and Operations Agreement Amended and Restated effective as of 12:01 a.m., Eastern Standard Time, January 1, 2015 (the “Agreement”) is by and among State Automobile Mutual Insurance Company, an Ohio corporation (“Mutual”), State Auto Financial Corporation, an Ohio corporation (“STFC”), State Auto Property & Casualty Insurance Company, an Iowa corporation (“State Auto P&C”), State Auto Insurance Company of Ohio, an Ohio corporation (“SA OH”), Milbank Insurance Company, an Iowa corporation (“Milbank”), Meridian Security Insurance Company, an Indiana corporation (“Meridian”), Patrons Mutual Insurance Company of Connecticut, a Connecticut corporation (“Patrons”), Stateco Financial Services, Inc., an Ohio corporation (“Stateco”), 518 Property Management and Leasing, LLC, an Ohio limited liability company (“518 PML”), State Auto Holdings, Inc., an Ohio corporation (“SA Holdings”), Facilitators, Inc., a South Carolina corporation (“Facilitators”), CDC Holding, Inc., a Californi
STATE AUTO FINANCIAL CORPORATION TIME BASED DEFERRED STOCK UNIT AWARD AGREEMENTDeferred Stock Unit Award Agreement • August 7th, 2020 • State Auto Financial CORP • Fire, marine & casualty insurance
State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby grants to the employee of the Company named herein (the “Participant”) the following Deferred Stock Unit Award (“Deferred Stock Units”) pursuant to the terms and conditions of the State Auto Financial Corporation 2017 Long-Term Incentive Plan (the “Plan”), and this Time Based Deferred Stock Unit Award Agreement (this “Award Agreement”).
THIRD AMENDMENT to MANAGEMENT AND OPERATIONS AGREEMENT AMENDED AND RESTATED As of January 1, 2005Management and Operations Agreement • March 8th, 2011 • State Auto Financial CORP • Fire, marine & casualty insurance
This Third Amendment (the “Third Amendment”) to the Management and Operations Agreement Amended and Restated as of January 1, 2005 (the “A&R Management Agreement”), as amended by the First Amendment to A&R Management Agreement dated as of April 1, 2007 (the “First Amendment”) and the Second Amendment to A&R Management Agreement dated as of December 31, 2008 (the “Second Amendment”) (the A&R Management Agreement, the First Amendment and the Second Amendment are collectively referred to as the “2005 Management Agreement”) is effective as of the Closing Date (as defined below), by and among State Automobile Mutual Insurance Company (“State Auto Mutual”), State Auto Financial Corporation (“STFC”), State Auto Property & Casualty Insurance Company (“State Auto P&C”), Milbank Insurance Company (“Milbank”), State Auto Insurance Company of Ohio (“SA OH”), Meridian Security Insurance Company (“Meridian Security”), Meridian Citizens Mutual Insurance Company (“Meridian Citizens Mutual”), Meridian
CREDIT AGREEMENT Dated as of May 19, 2009 between STATE AUTOMOBILE MUTUAL INSURANCE COMPANY, as Borrower and MILBANK INSURANCE COMPANY, as LenderCredit Agreement • May 26th, 2009 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This CREDIT AGREEMENT (“this Agreement”) is made and entered into as of May 19, 2009 (the “Effective Date”), between STATE AUTOMOBILE MUTUAL INSURANCE COMPANY, an Ohio mutual insurance company (the “Borrower”) and MILBANK INSURANCE COMPANY, a South Dakota corporation (the “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Employment Agreement (this “Agreement”) is made as of November 28, 2017, by and among State Auto Financial Corporation, an Ohio corporation (“State Auto Financial”), State Auto Property and Casualty Insurance Company, an Iowa-domiciled insurance company (“State Auto P&C”), State Automobile Mutual Insurance Company, an Ohio-domiciled mutual insurance company (“State Auto Mutual”), and Michael E. LaRocco (“Executive”). State Auto Financial, State Auto P&C, State Auto Mutual and each of their respective subsidiaries and affiliates, present and future, are hereinafter collectively referred to as “State Auto.”
Dated as ofTerm Loan Note • March 31st, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio
EXHIBIT A FEE SCHEDULE AMENDED AND RESTATED as of January 1, 2013Investment Management Agreement • March 8th, 2013 • State Auto Financial CORP • Fire, marine & casualty insurance
This Amended and Restated Exhibit A is effective as of January 1, 2013, and is attached to and made a part of the Investment Management Agreement between Stateco Financial Services, Inc. (“Stateco”) and Plaza Insurance Company effective October 1, 2010.
FEDERAL HOME LOAN BANK OF CINCINNATI BLANKET SECURITY AGREEMENTBlanket Security Agreement • August 6th, 2013 • State Auto Financial CORP • Fire, marine & casualty insurance
This Blanket Security Agreement (the “Blanket Agreement”) is entered this 15th day of February, 2013, by and between State Auto Property & Casualty Insurance Company, a 43215 organized under the laws of Iowa (“Borrower”), the principle place of business is located at 518 East Broad St., Columbus, OH, and the FEDERAL HOME LOAN BANK OF CINCINNATI, a corporation organized under the federal laws of the United States of America (the “FHLBank”).
FIRST AMENDMENT to MANAGEMENT AND OPERATIONS AGREEMENT AMENDED AND RESTATED As of January 1, 2005Management and Operations Agreement • August 7th, 2007 • State Auto Financial CORP • Fire, marine & casualty insurance
This First Amendment (this “First Amendment”) to the Management and Operations Agreement Amended and Restated as of January 1, 2005 (the “2005 Management Agreement”), is made as of April 1, 2007, by and among State Automobile Mutual Insurance Company (“State Auto Mutual”), State Auto Financial Corporation (“STFC”), State Auto Property and Casualty Insurance Company (“State Auto P&C”), State Auto National Insurance Company (“National”), Milbank Insurance Company (“Milbank”), State Auto Insurance Company of Ohio (“SA OH”), Meridian Security Insurance Company (“Meridian Security”), Meridian Citizens Mutual Insurance Company (“Meridian Citizens Mutual”), Meridian Insurance Group, Inc. (“MIGI”), Farmers Casualty Insurance Company (“Farmers Casualty”), Stateco Financial Services, Inc. (“Stateco”), Strategic Insurance Software, Inc. (“S.I.S.”), 518 Property Management and Leasing, LLC (“518 PML”), State Auto Florida Insurance Company (“SA FL”), Beacon National Insurance Company (“Beacon”), Be
Second Amendment to the June 1, 1999 Credit Agreement dated December 1, 1999 between State Auto Financial Corporation and State Automobile Mutual Insurance Company 2 SECOND AMENDMENT TO THE CREDIT AGREEMENT This Second Amendment to the Credit...Credit Agreement • May 12th, 2000 • State Auto Financial Corp • Fire, marine & casualty insurance
Dear Mr. Steven E. English: The purpose of this letter is to confirm our understanding with respect to the disposition of your rights under your Termination Benefits Agreement with Meridian Insurance Group, Inc (the “Agreement”). By signing this...Retention Agreement • May 8th, 2007 • State Auto Financial CORP • Fire, marine & casualty insurance
This Retention Payment will be paid to you in the form of $350,000 in cash and $100,000 in options. The $350,000 will be paid to you in five annual payments of $70,000. The first $70,000 payment will be made on June 1, 2004. It is understood that your base salary of $150,000 will not be reduced during the term of the five annual cash installments, by virtue of the Retention Payment installments.
