0001193125-12-109359 Sample Contracts

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • March 12th, 2012 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Executive Change of Control Agreement (this “Agreement”) is made as of October 28, 2011 (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 Jessica Buss (“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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EXECUTIVE AGREEMENT
Executive 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”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2012 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Employment Agreement (this “Agreement”) is made as of December 20, 2011, 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 Robert P. Restrepo, Jr. (“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.”

EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2012 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Employment Agreement (this “Agreement”) is made as of November 17, 2008, among Rockhill Holding Company, a Delaware corporation (the “Company”), State Automobile Mutual Insurance Company, an Ohio-domiciled mutual insurance company (“State Auto Mutual”), and Jessica E. Buss (the “Executive”). This Agreement shall become effective on the Effective Date (as herein defined).

FIRST AMENDMENT to REINSURANCE POOLING AGREEMENT AMENDED AND RESTATED as of JANUARY 1, 2011
Reinsurance Pooling Agreement • March 12th, 2012 • State Auto Financial CORP • Fire, marine & casualty insurance

This First Amendment (the “First Amendment”) to the Reinsurance Pooling Agreement Amended and Restated as of January 1, 2011 (the “2011 Pooling Agreement”) is made as of December 31, 2011, 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”), Farmers Casualty Insurance Company (“Farmers Casualty”), State Auto Insurance Company of Ohio (“SA OH”), State Auto Florida Insurance Company (“SA FL”), Meridian Security Insurance Company (“Meridian Security”), Meridian Citizens Mutual Insurance Company (“Meridian Citizens Mutual”), Patrons Mutual Insurance Company of Connecticut (“Patrons”), Litchfield Mutual Fire Insurance Company (“Litchfield”), Beacon National Insurance Company (“Beacon”), Rockhill Insurance Company (“RIC”), Plaza Insurance Company (“PIC”), American Compensation Insurance Company (“ACIC”), and

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