EXECUTIVE AGREEMENTExecutive Agreement • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Executive Agreement (this “Agreement”) is made as of March 2, 2006, 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”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Agreement dated as of this 1st day of June, 2001 is by and between Stateco Financial Services, Inc. (“Stateco”), 518 East Broad Street, Columbus, Ohio 43215 and Meridian Security Insurance Company (“Meridian Security”), 2955 North Meridian Street, Indianapolis, Indiana 46208.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance • Wisconsin
This agreement dated this 11th day of March, 1997 but effective as of January 1, 1997, is by and between Stateco Financial Services, Inc. (aka Stateco, Inc.) (“Stateco”), 518 East Broad Street, Columbus, Ohio 43215 and Midwest Security Insurance Company, 2700 Midwest Drive, Onalaska, Wisconsin 54650 (“Midwest”).
STATE AUTO FINANCIAL CORPORATION RESTRICTED SHARE AWARD AGREEMENT UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLANRestricted Share Award Agreement • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance
The Compensation Committee of State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby awards to Robert P. Restrepo, Jr. (“Mr. Restrepo”) 10,500 common shares (the “Restricted Shares”), without par value, of the Company (the “Shares”). The Restricted Shares are awarded pursuant to the terms of the Company’s Amended and Restated 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.
STATE AUTO INSURANCE COMPANIES DIRECTORS DEFERRED COMPENSATION AGREEMENTDirectors Deferred Compensation Agreement • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance
This agreement is made effective , 20 , at Columbus, Ohio, by and among State Auto Financial Corporation, an Ohio corporation (the “Company”), State Auto Property and Casualty Insurance Company, a South Carolina corporation (“SAP&C”), and , a director of the Company (“Participant”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Agreement dated as of this 1st day of June. 2001 is by and between Stateco Financial Services, Inc. (“Stateco”), 518 East Broad Street, Columbus, Ohio 43215 and Meridian Citizens Mutual Insurance Company (“Meridian Citizens”), 2955 North Meridian Street, Indianapolis, Indiana 46208.
AGREEMENT OF ASSIGNMENT AND ASSUMPTIONAssignment and Assumption Agreement • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance
This agreement of assignment and assumption is entered into as of March 1, 2001, by and among State Auto Financial Corporation, an Ohio corporation (“STFC”), State Automobile Mutual Insurance Company, an Ohio corporation (“SAMIC”), State Auto Property and Casualty Insurance Company, a(n) ________ corporation (“SAP&C”), and Midwest Security Insurance Company, a(n) ________ corporation (“Midwest”), (STFC, SAMIC, SAP&C and Midwest are herein collectively referred to as the “Companies”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Employment Agreement (this “Agreement”) is made as of March 2, 2006, by and among State Auto Financial Corporation, an Ohio corporation (“State Auto Financial”), State Auto Property and Casualty Insurance Company, a South Carolina domiciled insurance company (“State Auto P&C”), and State Automobile Mutual Insurance Company, an Ohio domiciled mutual insurance company (“State Auto Mutual”), and Robert P. Restrepo, Jr. (“Executive”). State Auto Financial, State Auto Mutual and each of their respective wholly owned subsidiaries and insurer affiliates, present and future, are hereinafter collectively referred to as “State Auto.”
STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY INCENTIVE DEFERRED COMPENSATION AGREEMENTIncentive Deferred Compensation Agreement • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance
This agreement is made effective , 200 , at Columbus, Ohio, by and between State Auto Property & Casualty Insurance Company, a South Carolina corporation (the “Company”), and , an employee of the Company (“Participant”).
MIDWEST SECURITY INSURANCE COMPANY MANAGEMENT AGREEMENT Amended and Restated as of January 1, 2000Management Agreement • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance
This Amended and Restated Management Agreement is dated as of January 1, 2000 (the “2000 Management Agreement”), is by and among State Automobile Mutual Insurance Company, an Ohio corporation (“Mutual”), State Auto Property and Casualty Insurance Company, a South Carolina corporation (“State Auto P&C”), and Midwest Security Insurance Company, a Wisconsin corporation (“Midwest Security”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance • Florida
This Agreement dated as of this 1st day of April, 2002 is by and between Stateco Financial Services, Inc. (“Stateco”), 518 East Broad Street, Columbus, Ohio 43215 and State Auto Florida Insurance Company (“SAFIC”), with its principal executive offices at 518 East Broad Street, Columbus, Ohio 43215.
AGREEMENT OF ASSIGNMENT AND ASSUMPTIONAgreement of Assignment and Assumption • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance
This agreement of assignment and assumption is entered into as of March 1, 2001, by and among State Auto Financial Corporation, an Ohio corporation (“STFC”), State Automobile Mutual Insurance Company, an Ohio company (“SAMIC”), and State Auto Property and Casualty Insurance Company (“SAP&C”) (STFC, SAMIC and SAP&C are herein collectively referred to as the “Companies”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 13th, 2006 • State Auto Financial CORP • Fire, marine & casualty insurance
This Agreement (the “Agreement”) is made as of the 2nd day of March, 2006 between State Auto Financial Corporation, an Ohio corporation (the “Company”), and Robert P. Restrepo, Jr. (the “Grantee”). The Company hereby grants to the Grantee an option (the “Option”) to purchase 30,000 shares (“Option Shares”), for a purchase price per share (the “Option Price”) of $31.94 per share. The fair market value of each of the Option Shares on the date of grant is $31.94 per share. The Option has been granted pursuant to the State Auto Financial Corporation Amended and Restated Equity Incentive Compensation Plan, as amended from time to time (the “Plan”), attached hereto as Exhibit A, and it shall include and be subject to all provisions of the Plan, which are incorporated herein by reference, and it shall be subject to the following provisions of this Agreement:
