INTER-COMPANY EXPENSE AGREEMENT BETWEEN PROVISION STATE INSURANCE COMPANY AND

Exhibit 10.30

INTER-COMPANY EXPENSE AGREEMENT

BETWEEN

PROVISION STATE INSURANCE COMPANY

AND

PATRONS MUTUAL INSURANCE COMPANY OF CONNECTICUT

THIS AGREEMENT, made as of the 18th day of June, 2001, between Patrons Mutual Insurance Company of Connecticut (“Patrons CT”) and Provision State Insurance Company (“Provision”), both insurance companies organized and exiting under the laws of the State of Connecticut.

WITNESSETH:

WHEREAS, Provision is a wholly-owned subsidiary of Patrons CT and an inactive insurance company whose primary activity is holding the investment in Real Estate for Patrons;

WHEREAS, Patrons CT has extensive experience in the operation of its insurance business and has trained personnel, for conducting its present and future operations (which include insurance, reinsurance and investment operations and activities incidental, ancillary or complementary to an insurance business);

WHEREAS, Patrons CT and Provision desire to arrange that Patrons CT having the appropriate experience, personnel, equipment and facilities shall provide administrative and other services to Provision;

NOW, THEREFORE, in consideration for providing these services, it is agreed as follows:

Section 1. SERVICES. Commencing on the Effective Date (as defined below) and until the termination of this Agreement, Patrons CT shall provide to Provision such management services as shall be reasonably necessary or desirable for the conduct of the

insurance business of Provision. Such services shall include, but not be limited to, accounting, tax and auditing services, legal services, actuarial services, employee benefit plans and personnel administration, insurance production and underwriting services, processing and payment of claims, servicing of policyholders, billing and collection services, software development services, electronic data processing operations, communications operations, investment and property management services.

Section 2. CHARGES. Provision agrees to pay to Patrons CT a charge equal to all expenses, direct and indirect, reasonably and equitably determined by Patrons CT to be attributable to Provision for services and facilities provided by the former to the latter pursuant hereto, except to the extent application of laws or regulations would otherwise require.

The basis for determining such charges to Provision shall be similar to those used by Patrons CT for internal cost distribution including, where applicable, time records prepared for this purpose. Such basis shall be modified and adjusted where necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by Patrons CT on behalf of Provision.

Patron CT’s determination of charges hereunder shall be conclusive as between such parties, except that if the Provision objects to any such determination, it shall so advise Patrons CT within thirty (30) days of receipt of notice of said determination. Unless such parties can reconcile any such objection, or otherwise agree, they shall select a firm of independent certified public accountants which shall determine the charges properly allocable to Provision and shall, within a reasonable time, submit such determination, together with the basis therefor, in writing to both parties whereupon such determination shall be binding. The expenses of any such determination by a firm of independent certified public accountants shall be borne as determined to be equitable by such accountants.

Section 3. SETTLEMENT. At quarterly intervals, Patrons CT shall submit to Provision an account of amounts payable and the account shall be settled within thirty (30) days thereafter. The amounts payable by Provision may be offset by any reciprocal obligations due to Provision, so that only net amounts shall be required to be transferred between the parties. Settlement shall be in the form of cash or cash equivalent securities.

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Section 4 . ACCOUNTING RECORDS. Patrons CT shall be responsible for maintaining full and accurate accounting records of all services rendered and facilities used pursuant to this Agreement and such additional information as Provision may reasonably request for purposes of its internal accounting operations. Patrons CT shall keep such accounting records insofar as they pertain to the computation of charges hereunder available at its principal offices for audit, inspection and copying by Provision or any governmental agency having jurisdiction during reasonable business hours.

Section 5 . TERMINATION. This agreement may be terminated by action of either the Board of Directors of Patrons CT or Provision and upon one (1) years prior written notice to the other party.

Section 6 . SETTLEMENT OF TERMINATION. No later than ninety (90) days after the effective date of termination, Patrons CT shall deliver to Provision a detailed written statement for all charges incurred and not included in any previous statement to the effective date of termination. The amounts owed hereunder shall be due and payable within thirty (30) days of receipt of such statement.

Section 7 . ASSIGNMENT AND ADDITIONAL PARTIES. This Agreement shall not be assignable by Patrons CT or Provision without the consent of the other party, except in the case of assignment to a corporation or other organization which is a successor to Provision or Patrons CT, as the case may be, in which case such successor shall be bound hereunder and by the terms of said assignment in the same manner as its assignor is bound hereunder.

Section 8 . GOVERNING LAW. This Agreement shall be governed by and constructed in accordance with Connecticut law.

Section 9 . This Agreement may be executed in one or more counterparts, and by different parties on separate counterparts, either of which shall and will be treated and considered as an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the day and year first above written.

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FIRST AMENDMENT

to

INTER-COMPANY EXPENSE AGREEMENT

among

PROVISION STATE INSURANCE COMPANY

PATRONS MUTUAL INSURANCE COMPANY OF CONNECTICUT

STATE AUTOMOBILE MUTUAL INSURANCE COMPANY

and

STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY

This First Amendment to Inter-Company Expense Agreement (“First Amendment”), dated as of December 14, 2007, amends the Inter-Company Expense Agreement (the “Expense Agreement”), dated as of June 18, 2001, by and between Provision State Insurance Company (“Provision”) and Patrons Mutual Insurance Company of Connecticut (“Patrons CT”) as follows:

RECITALS

WHEREAS, Provision and Patrons CT have previously entered into the Expense Agreement; and

WHEREAS, Patrons CT and Provision will affiliate their business operations with State Automobile Mutual Insurance Company (“SAM”) upon the closing of the transactions contemplated by the Amended and Restated Affiliation Agreement (the “Restated Affiliation Agreement”), by and among SAM, Patrons CT and Litchfield Mutual Fire Insurance Company; and

WHEREAS, the parties intend to add SAM and State Auto Property and Casualty Insurance Company (“SAP&C”) as parties to the Expense Agreement, and to set forth herein certain methodologies in determining the expenses charged for services provided to Provision by SAM and SAP&C.

STATEMENT OF AGREEMENT

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

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“The basis for determining such charges to Provision shall be similar to those used by Patrons CT, SAM and SAP&C for internal cost distribution including, where applicable, time records prepared for this purpose. Such basis shall be modified and adjusted where necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by Patrons CT, SAM and SAP&C on behalf of Provision.

“Patrons CT’s, SAM’s and SAP&C’s determination of charges hereunder shall be conclusive as between such parties, except that if the Provision objects to any such determination, it shall so advise Patrons CT, SAM and SAP&C within thirty (30) days of receipt of notice of said determination. Unless such parties can reconcile any such objection, or otherwise agree, they shall select a firm of independent certified public accountants which shall determine the charges properly allocable to Provision and shall, within a reasonable time, submit such determination, together with the basis therefor, in writing to both parties whereupon such determination shall be binding. The expenses of any such determination by a firm of independent certified public accountants shall be borne as determined to be equitable by such accountants.”

“Within 45 days after the end of each calendar quarter, SAM and SAP&C shall submit to Provision an account of amounts payable and the account shall be settled within thirty (30) days thereafter. SAM and SAP&C shall pay none of Provision’s insurance losses, loss adjustment expenses and underwriting expenses. Underwriting expenses include, without limitation, expenses for SAP&C employees providing services on behalf of Provision for only part of their time, which expenses shall be allocated in accordance with statutory accounting principles to Provision in proportion to the amount of time those employees spend on behalf of Provision. Provision’s share of pension and benefit expenses under the benefit plans for employees of SAP&C shall be allocated to Provision based on the percentage of SAP&C’s payroll expenses allocated to Provision pursuant to the terms hereof. The amounts payable by Provision may be offset by any reciprocal obligations due to Provision, so that only net amounts shall be required to be transferred between the parties. Settlement shall be in the form of cash or cash equivalent securities.”

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“COMPLETE AGREEMENT. This document, together with such amendments hereto as may from time to time be validly executed in writing by the parties, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous discussions, negotiations, representations, or agreements relating to the subject matter of this Agreement.”

“AMENDMENT. This Agreement may be amended by mutual consent of the parties. Except as provided herein, no alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by all the parties to this Agreement. Furthermore, no alteration or variation of the terms of this Agreement shall be valid unless prior approval for such alteration or variation has been received from the Commissioners of the Ohio and the Connecticut Departments of Insurance.”

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[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the day and year first above written.

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