0001193125-13-097799 Sample Contracts

EXHIBIT A FEE SCHEDULE AMENDED AND RESTATED as of January 1, 2013
Investment 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.

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EXHIBIT A FEE SCHEDULE AMENDED AND RESTATED as of January 1, 2013
Investment 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 Meridian Citizens Mutual Insurance Company effective June 1, 2001.

EXHIBIT A FEE SCHEDULE AMENDED AND RESTATED as of January 1, 2013
Investment 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 American Compensation Insurance Company and Bloomington Compensation Insurance Company effective October 1, 2010.

FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 8th, 2013 • State Auto Financial CORP • Fire, marine & casualty insurance

This First Amendment (“First Amendment”) to the Investment Management Agreement between Stateco Financial Services, Inc. (“Stateco”) and State Automobile Mutual Insurance Company (“State Auto Mutual” or “Company”) dated April 1, 1993 (the “Agreement”) is entered into by and between Stateco and State Auto Mutual. This First Amendment shall be effective and operative as set forth in Section 5 of this First Amendment.

EXHIBIT A FEE SCHEDULE AMENDED AND RESTATED as of January 1, 2013
Investment 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 Meridian Security Insurance Company effective June 1, 2001.

RTW, INC. CONSULTING SERVICES AGREEMENT APPENDIX B STATEMENT OF WORK – ALL OTHER SERVICES AMENDED AND RESTATED AS OF JANUARY 1, 2013
Consulting Services Agreement • March 8th, 2013 • State Auto Financial CORP • Fire, marine & casualty insurance

RTW shall perform other workers compensation and disability management services for CLIENT or CLIENT’s policyholders as agreed upon by the parties.

FIRST AMENDMENT to AMENDED AND RESTATED MANAGEMENT AND OPERATIONS AGREEMENT among STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY STATE AUTOMOBILE MUTUAL INSURANCE COMPANY and THE ROCKHILL COMPANIES
Management and Operations Agreement • March 8th, 2013 • State Auto Financial CORP • Fire, marine & casualty insurance

This First Amendment (“First Amendment”) to the Amended and Restated Management and Operations Agreement among State Auto Property & Casualty Insurance Company (“State Auto P&C”), State Automobile Mutual Insurance Company (“Mutual”) and the Rockhill Companies (the “Rockhill Management Agreement”) is made by and among State Auto P&C, Mutual, Rockhill Insurance Company, Plaza Insurance Company, American Compensation Insurance Company, Bloomington Compensation Insurance Company, Rockhill Holding Company, National Environmental Coverage Corporation of the South, LLC, National Environmental Coverage Corporation, RTW, Inc., Rockhill Insurance Services, LLC, and Rockhill Underwriting Management, LLC. This First Amendment shall be effective and operative as set forth in Section 5 of this First Amendment.

EXHIBIT A FEE SCHEDULE AMENDED AND RESTATED as of January 1, 2013
Investment 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 State Auto Insurance Company of Wisconsin (formerly Midwest Security Insurance Company) effective January 1, 1997.

EXHIBIT A FEE SCHEDULE AMENDED AND RESTATED as of January 1, 2013
Investment 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 State Automobile Mutual Insurance Company effective April 1, 1993.

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