0000950152-05-002015 Sample Contracts

ACKNOWLEDGMENT OF EXTENSION AND FIRST AMENDMENT TO PUT AGREEMENT
Put Agreement • March 11th, 2005 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio

THIS ACKNOWLEDGMENT OF EXTENSION AND FIRST AMENDMENT TO PUT AGREEMENT (this “First Amendment”) is made and entered into as of the 10th day of November, 2004, by and among STATE AUTOMOBILE MUTUAL INSURANCE COMPANY, a mutual insurance company duly organized and validly existing under the laws of the State of Ohio (“State Auto Mutual”), STATE AUTO FINANCIAL CORPORATION, a corporation duly organized and validly existing under the laws of the State of Ohio (“State Auto Financial” and, together with State Auto Mutual, the “State Auto Obligors”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, AS AGENT (the “Agent”).

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CONFIRMATION OF EXTENSION AND FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 11th, 2005 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio

THIS CONFIRMATION OF EXTENSION AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Confirmation”) is made and entered into as of the 10th day of November, 2004, by and among

STATE AUTO FINANCIAL CORPORATION 518 East Broad Street Columbus, Ohio 43215 As of November 10, 2004
Standby Purchase Agreement • March 11th, 2005 • State Auto Financial Corp • Fire, marine & casualty insurance

Re: SAF Funding Corporation (the “Borrower”) — Credit Agreement dated November 12, 2003 (the “Credit Agreement”); Confirmation of Extension and First Amendment to Credit Agreement (the “Confirmation”)

Reinsurance Pooling Agreement Amended and Restated As of January 1, 2005
Reinsurance Pooling Agreement • March 11th, 2005 • State Auto Financial Corp • Fire, marine & casualty insurance

This Reinsurance Pooling Agreement Amended and Restated effective as of 12:01 a.m., Eastern Standard Time, January 1, 2005 (the “2005 Pooling Agreement”) is by and among State Automobile Mutual Insurance Company, 518 East Broad Street, Columbus, Ohio (hereinafter referred to as “State Auto Mutual”), State Auto Property and Casualty Insurance Company, 112 South Main Street, Greer, South Carolina (hereinafter referred to as “State Auto P&C”), Milbank Insurance Company, East Highway 12, Milbank, South Dakota (hereinafter referred to as “Milbank”), State Auto Insurance Company of Wisconsin (formerly known as Midwest Security Insurance Company), 1062 Oak Forest Drive, Onalaska, Wisconsin (hereinafter referred to as “SA WI”), Farmers Casualty Insurance Company, 1300 Woodland Drive, West Des Moines, Iowa (hereinafter referred to as “Farmers Casualty”) and State Auto Insurance Company of Ohio, 518 East Broad Street, Columbus, Ohio (hereinafter referred to as “SA OH”), State Auto Florida Insura

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