Exhibit 10.56
Mark A. Blackburn
AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment to Employment
Agreement (this “Amendment”) is made effective as of
January 1, 2009, 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 Mark A.
Blackburn (“Executive”).
Background
Information
The parties to this Amendment (the
“Parties”) entered into an Employment Agreement dated
as of October 4, 2007 (the “Employment
Agreement”), regarding the Executive’s employment
relationship with State Auto P&C. The Parties desire to amend
the Employment Agreement pursuant to Section (A) of Article XI
of the Employment Agreement in order to comply with the final
Treasury Regulations issued under Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”). The
Employment Agreement, as amended by the Amendment is hereinafter
collectively referred to as the “Agreement”.
Statement of
Agreement
The Parties hereby acknowledge the
accuracy of the foregoing Background Information and hereby agree
as follows:
§1. Definitions . All
capitalized terms used in this Agreement but which are not
otherwise defined herein shall have the respective meanings given
those terms in the Employment Agreement, as applicable.
§2. Fringe Benefits .
Section (F) of Article IV of the Agreement is hereby amended
by adding a new last sentence to read as follows:
“If such benefits are taxable,
State Auto shall ensure that terms of the benefits will comply with
Section 409A of the Code and the Treasury Regulations and
other guidance promulgated or issued thereunder.”
§3. Participation in Future
Compensation, Retirement, and Fringe Benefit Plans . Section
(G) of Article IV of the Agreement is hereby amended by adding
a new last sentence to read as follows:
“If such benefits are taxable,
State Auto shall ensure that terms of the benefits will comply with
Section 409A of the Code and the Treasury Regulations and
other guidance promulgated or issued thereunder.”
§4. Disability . The
first sentence of the first paragraph of Section (A) of
Article V of the Agreement is hereby amended in its entirety to
read as follows:
“If during the Employment Term
Executive shall be unable to perform substantially his duties
hereunder because of illness or other incapacity constituting a
disability as defined in Section 409A of the Code (referred to
hereafter as “Disability”), and such Disability shall
persist for a period of at least six (6) months in any twelve
(12) month period, State Auto shall thereafter have
the
right, on not less
than forty-five (45) days’ written notice to Executive,
to terminate Executive’s employment under
