0000874977-14-000109 Sample Contracts

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 5th, 2014 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Executive Change of Control Agreement (this “Agreement”) is made as of October 27, 2014 (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 James A. Yano (“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.”

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THIRD AMENDMENT to REINSURANCE POOLING AGREEMENT AMENDED AND RESTATED as of JANUARY 1, 2011
Reinsurance Pooling Agreement • November 5th, 2014 • State Auto Financial CORP • Fire, marine & casualty insurance

This Third Amendment (the “Third Amendment”) to the Reinsurance Pooling Agreement Amended and Restated as of January 1, 2011 (the “A&R Pooling Agreement”), as amended by the First Amendment and Second Amendment to the A&R Pooling Agreement (the A&R Pooling Agreement and the First Amendment and Second Amendment are collectively referred to as the “2011 Pooling Agreement”) is made by and among State Automobile Mutual Insurance Company (“State Auto Mutual”), State Auto Property & Casualty Insurance Company (“State Auto P&C”), Milbank Insurance Company (“Milbank”), State Auto Insurance Company of Wisconsin (“SA WI”), State Auto Insurance Company of Ohio (“SA OH”), Meridian Security Insurance Company (“Meridian Security”), Patrons Mutual Insurance Company of Connecticut (“Patrons”), Rockhill Insurance Company (“RIC”), Plaza Insurance Company (“PIC”), American Compensation Insurance Company (“ACIC”), and Bloomington Compensation Insurance Company (“BCIC”) (collectively, the “Pooled Companies

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