First Amendment, effective as of September 5 , 2017, to the Management and Operations Agreement, Amended and Restated as of January 1, 2015 by and among State Automobile Mutual Insurance Company, State Auto Financial Corporation, State Auto Property and Casualty Insurance Company, State Auto Insurance Company of Ohio, Milbank Insurance Company, Meridian Security Insurance Company, Patrons Mutual Insurance Company, Stateco Financial Services, Inc., 518 Property Management and Leasing, LLC, State Auto Holdings, Inc., Facilitators, Inc., Partners General Insurance Agency, LLC, Network E&S Brokers, LLC, and State Auto Labs Corp

This First Amendment (“First Amendment”) to the Management and Operations Agreement Amended and Restated as of January 1, 2015 (the 2015 Management Agreement”), is attached to and hereby expressly made a part of said 2015 Management Agreement 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”), Partners General Insurance Agency, LLC, a California limited liability company (“Partners”), Network E&S Insurance Brokers, LLC, a California limited liability company (“Network”) and State Auto Labs Corp., an Ohio corporation (“SA Labs”).

 

The 2015 Management Agreement describes the operating relationship among substantially all of the affiliates of State Auto Mutual and State Auto Mutual, the ultimate controlling person in the State Auto Mutual insurance holding company system.

For purposes of the 2015 Management Agreement and this First Amendment, the “Mutual Group” or the “State Auto Mutual Group” shall mean State Auto Mutual, Meridian Security, Patrons, Facilitators, SA Holdings, Partners, Network and SA Labs, and the “State Auto Financial Group” shall mean STFC, State Auto P&C, Milbank, SA OH, Stateco, and 518 PML.

SA Labs is a wholly owned subsidiary of Mutual, formed on September 5, 2017 and domiciled in the State of Ohio.

CDC Holding, Inc. (“CDC”) was merged with and into Rockhill Holding Company (“RHC”) effective January 1, 2017, and is no longer a party to the 2015 Management Agreement.

With this First Amendment, the parties to this First Amendment intend to: 1) add SA Labs as party to the 2015 Management Agreement, and 2) delete CDC as a party to the 2015 Management Agreement.

In response to a recommendation from the Independent Committee of the Board of Directors of each of Mutual and STFC, the Boards of Directors of the State Auto Financial Group and the State Auto Mutual Group approved the 2015 Management Agreement.

In consideration of the mutual covenants set forth herein and INTENDING TO BE LEGALLY BOUND HEREBY, the parties to this Amendment agree to amend the 2015 Management Agreement as follows:

3. This First Amendment shall be effective as of 12:01 a.m. Columbus, Ohio time, on September 5, 2017 (the “Effective Date”). Notwithstanding the foregoing, this First Amendment shall only become operative as to SA Labs when this First Amendment

has been approved, or deemed approved, by all insurance regulators whose approval is necessary to implement the terms of the 2015 Management Agreement, as amended by this First Amendment. If this First Amendment is not approved as described in this section, this First Amendment shall be deemed null and void and shall not become operative to amend the 2015 Management Agreement in any manner whatsoever.

In witness whereof, each of the parties hereto has subscribed its name below.

Date: September 5, 2017

518 PROPERTY AND MANAGEMENT LEASING, LLC    

            

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Michael E. LaRocco, President

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Steven E. English, Manager