SECOND AMENDMENT TO THE STATE AUTO FINANCIAL CORPORATION LONG-TERM INCENTIVE PLAN
Exhibit 10.05
SECOND AMENDMENT
TO THE
STATE AUTO FINANCIAL CORPORATION
LONG-TERM INCENTIVE PLAN
Background Information
| A. | State Auto Financial Corporation (“STFC”) previously adopted and maintains the State Auto Financial Corporation Long-Term Incentive Plan (the “Plan”) for the benefit of its executive officers and other key management employees, managers and professionals. |
| B. | STFC desires to amend the Plan to comply with final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). |
| C. | Article 9 of the Plan permits the Compensation Committee of the Board of Directors of STFC to amend the Plan and the Board authorized such an amendment at a meeting held on November 9, 2007. |
Amendment of the Plan
The Plan is hereby amended effective January 1, 2009 as follows:
| 1. | The last sentence of Section 5.1 of the Plan is hereby amended in its entirety to read as follows: |
The Administrator may provide for deferred payment of any Final Award in accordance with the terms and conditions for making such a deferred compensation election contained in the State Auto Property & Casualty Insurance Company Amended and Restated Incentive Deferred Compensation Plan, as the same may be amended from time to time.
| 2. | All other provisions of the Plan shall remain in full force and effect. |
| STATE AUTO FINANCIAL CORPORATION | ||
| By: | /s/ Robert P. Restrepo, Jr. | |
| Title: | President | |
