AGREEMENT AND PLAN OF MERGER AND COMBINATIONAgreement 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”).
EMPLOYEE NAME] Dear [EMPLOYEE]:State Auto Financial CORP • July 12th, 2021 • Fire, marine & casualty insurance
As you are aware, State Auto Financial Corporation (the “Company”) intends to enter into a merger agreement with Liberty Mutual Holding Company, Inc. and certain other parties (the “Merger Agreement”), pursuant to which, among other things, the Company will be acquired by Liberty Mutual Holding Company, Inc. (the “Transaction”). The Company expects that you will have responsibilities that include assisting the Company with the Transaction. Accordingly, in recognition of your contributions to the Company and in order to create a further incentive for you to remain employed by State Auto Property and Casualty Insurance Company (the “Employer”), the Company and the Employer are providing you with an opportunity to earn a stay bonus (the “Stay Bonus”). This letter agreement sets forth the amount of the Stay Bonus and the terms and conditions upon which you will be eligible to receive it.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 12th, 2021 • State Auto Financial CORP • Fire, marine & casualty insurance • Delaware
This VOTING AND SUPPORT AGREEMENT (together with all schedules hereto, this “Agreement”), dated as of July 12, 2021, is made by and between State Automobile Mutual Insurance Company, an Ohio mutual insurance company (“SAM”), and Liberty Mutual Holding Company Inc., a Massachusetts mutual holding company (“LMHC”).
