State Auto Financial CORP Sample Contracts

Exhibit 10.01
Credit Agreement • December 16th, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio
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STATE AUTO FINANCIAL CORPORATION AS ISSUER AND FIFTH THIRD BANK AS TRUSTEE INDENTURE
Indenture • December 23rd, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • New York
Amendment No. 1 to Amended and Restated Credit Agreement Among SAF Funding Corporation, the Lenders and Bank One, NA Dated as of November 14, 2002
Credit Agreement • March 31st, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Illinois
EXHIBIT 99e(3) AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 2nd, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Illinois
EXHIBIT 4.03 STATE AUTO FINANCIAL CORPORATION 6 1/4% SENIOR NOTES DUE NOVEMBER 15, 2013 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 23rd, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • New York
RECITALS
Purchase Agreement • March 31st, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Illinois
1 Exhibit 10(T) CREDIT AGREEMENT
Assignment Agreement • March 28th, 2000 • State Auto Financial Corp • Fire, marine & casualty insurance • Illinois
1 10(Z)
State Auto Financial Corp • November 13th, 1996 • Fire, marine & casualty insurance
EXHIBIT 99e(4) AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT
Purchase Agreement • September 2nd, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Illinois
PUT AGREEMENT among
State Auto Financial Corp • March 28th, 2000 • Fire, marine & casualty insurance
1 10(LL) Credit Agreement dated as of June 1, 1999 between State Auto Financial Corporation and State Automobile Mutual Insurance Company
Credit Agreement • August 13th, 1999 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio
PUT AGREEMENT
Put Agreement • December 16th, 2003 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio
BETWEEN STATE AUTO PROPERTY AND CASUALTY INSURANCE COMPANY MILBANK INSURANCE COMPANY FARMERS CASUALTY INSURANCE COMPANY AND STATE AUTO INSURANCE COMPANY
Loss Reinsurance Agreement • March 29th, 2002 • State Auto Financial Corp • Fire, marine & casualty insurance • Ohio
RESTRICTED STOCK AGREEMENT UNDER THE
Restricted Stock Agreement • March 1st, 2017 • State Auto Financial CORP • Fire, marine & casualty insurance

This Restricted Stock Agreement (this “Agreement”) is made as of September 15, 2015 (the “Award Date”). The Compensation Committee of the Board of Directors of State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby awards to Paul M. Stachura (the “Awardee”) 4,430 common shares, without par value, of the Company (the “Restricted Shares”). The Restricted Shares are awarded pursuant to the terms of the Company’s 2009 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.

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • November 25th, 2020 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Executive Change of Control Agreement (this “Agreement”) is made as of November 13, 2020 to be effective as of January 1, 2021 (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 Michael E. LaRocco (“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.”

1 Exhibit 10(V) STANDBY PURCHASE AGREEMENT
Purchase Agreement • March 28th, 2000 • State Auto Financial Corp • Fire, marine & casualty insurance • Illinois
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.”

Exhibit 10 (LL)
Management and Operations Agreement • August 14th, 2002 • State Auto Financial Corp • Fire, marine & casualty insurance
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OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • March 22nd, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Officer Indemnification Agreement (this “Agreement”) is made as of March 16, 2018, between State Auto Financial Corporation, an Ohio corporation (“State Auto”), and Gregory A. Tacchetti (the “Executive Officer”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 22nd, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Indemnification Agreement (this “Agreement”) is made as of March 16, 2018, between State Auto Financial Corporation, an Ohio corporation (“State Auto”), and Michael E. LaRocco (the “Director”).

CREDIT AGREEMENT dated as of September 29, 2011 among STATE AUTO FINANCIAL CORPORATION THE LENDERS PARTY HERETO KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Lead Arranger, Sole Book Runner and Swingline Lender JPMORGAN CHASE BANK, N.A. and...
Credit Agreement • September 30th, 2011 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual agreements of the parties hereto and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 8th, 2011 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Investment Management Agreement (the “Agreement”) dated this 1st day of October 2010 is by and between Stateco Financial Services, Inc. (aka Stateco, Inc.) (“Stateco”), 518 East Broad Street, Columbus, Ohio 43215 and Rockhill Insurance Company, 8601 N. Scottsdale Rd., Ste. 300, Scottsdale, AZ 85253 (the “Company”).

AGREEMENT AND PLAN OF MERGER AND COMBINATION
Agreement and Plan of Merger and Combination • July 12th, 2021 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This AGREEMENT AND PLAN OF MERGER AND COMBINATION (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of July 12, 2021, is made by and among Liberty Mutual Holding Company Inc., a Massachusetts mutual holding company (“LMHC”), Pymatuning, Inc., an Ohio corporation and wholly-owned indirect subsidiary of LMHC (“Merger Sub I”), Andover, Inc., an Ohio corporation and wholly-owned direct subsidiary of LMHC (“Merger Sub II”), State Automobile Mutual Insurance Company, an Ohio mutual insurance company (“SAM”), and State Auto Financial Corporation, an Ohio corporation (“STFC”).

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”).

MANAGEMENT AND OPERATIONS AGREEMENT AMENDED AND RESTATED As of January 1, 2015
Management and Operations Agreement • August 5th, 2015 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Management and Operations Agreement Amended and Restated effective as of 12:01 a.m., Eastern Standard Time, January 1, 2015 (the “Agreement”) is by and among State Automobile Mutual Insurance Company, an Ohio corporation (“Mutual”), State Auto Financial Corporation, an Ohio corporation (“STFC”), State Auto Property & Casualty Insurance Company, an Iowa corporation (“State Auto P&C”), State Auto Insurance Company of Ohio, an Ohio corporation (“SA OH”), Milbank Insurance Company, an Iowa corporation (“Milbank”), Meridian Security Insurance Company, an Indiana corporation (“Meridian”), Patrons Mutual Insurance Company of Connecticut, a Connecticut corporation (“Patrons”), Stateco Financial Services, Inc., an Ohio corporation (“Stateco”), 518 Property Management and Leasing, LLC, an Ohio limited liability company (“518 PML”), State Auto Holdings, Inc., an Ohio corporation (“SA Holdings”), Facilitators, Inc., a South Carolina corporation (“Facilitators”), CDC Holding, Inc., a Californi

STATE AUTO FINANCIAL CORPORATION TIME BASED DEFERRED STOCK UNIT AWARD AGREEMENT
Deferred Stock Unit Award Agreement • August 7th, 2020 • State Auto Financial CORP • Fire, marine & casualty insurance

State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby grants to the employee of the Company named herein (the “Participant”) the following Deferred Stock Unit Award (“Deferred Stock Units”) pursuant to the terms and conditions of the State Auto Financial Corporation 2017 Long-Term Incentive Plan (the “Plan”), and this Time Based Deferred Stock Unit Award Agreement (this “Award Agreement”).

THIRD AMENDMENT to MANAGEMENT AND OPERATIONS AGREEMENT AMENDED AND RESTATED As of January 1, 2005
Management and Operations Agreement • March 8th, 2011 • State Auto Financial CORP • Fire, marine & casualty insurance

This Third Amendment (the “Third Amendment”) to the Management and Operations Agreement Amended and Restated as of January 1, 2005 (the “A&R Management Agreement”), as amended by the First Amendment to A&R Management Agreement dated as of April 1, 2007 (the “First Amendment”) and the Second Amendment to A&R Management Agreement dated as of December 31, 2008 (the “Second Amendment”) (the A&R Management Agreement, the First Amendment and the Second Amendment are collectively referred to as the “2005 Management Agreement”) is effective as of the Closing Date (as defined below), by and among State Automobile Mutual Insurance Company (“State Auto Mutual”), State Auto Financial Corporation (“STFC”), State Auto Property & Casualty Insurance Company (“State Auto P&C”), Milbank Insurance Company (“Milbank”), State Auto Insurance Company of Ohio (“SA OH”), Meridian Security Insurance Company (“Meridian Security”), Meridian Citizens Mutual Insurance Company (“Meridian Citizens Mutual”), Meridian

CREDIT AGREEMENT Dated as of May 19, 2009 between STATE AUTOMOBILE MUTUAL INSURANCE COMPANY, as Borrower and MILBANK INSURANCE COMPANY, as Lender
Credit Agreement • May 26th, 2009 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This CREDIT AGREEMENT (“this Agreement”) is made and entered into as of May 19, 2009 (the “Effective Date”), between STATE AUTOMOBILE MUTUAL INSURANCE COMPANY, an Ohio mutual insurance company (the “Borrower”) and MILBANK INSURANCE COMPANY, a South Dakota corporation (the “Lender”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Employment Agreement (this “Agreement”) is made as of November 28, 2017, 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 Michael E. LaRocco (“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.”

FEDERAL HOME LOAN BANK OF CINCINNATI BLANKET SECURITY AGREEMENT
Blanket Security Agreement • August 6th, 2013 • State Auto Financial CORP • Fire, marine & casualty insurance

This Blanket Security Agreement (the “Blanket Agreement”) is entered this 15th day of February, 2013, by and between State Auto Property & Casualty Insurance Company, a 43215 organized under the laws of Iowa (“Borrower”), the principle place of business is located at 518 East Broad St., Columbus, OH, and the FEDERAL HOME LOAN BANK OF CINCINNATI, a corporation organized under the federal laws of the United States of America (the “FHLBank”).

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