Exhibit 10.84
THIRD AMENDMENT
TO THE
STATE AUTO INSURANCE
COMPANIES
AMENDED AND
RESTATED
DIRECTORS DEFERRED COMPENSATION
PLAN
Background
Information
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A.
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State Automobile Mutual Insurance
Company and its affiliates (collectively, the “State Auto
Companies”) previously adopted and maintain the State Auto
Insurance Companies Amended and Restated Directors Deferred
Compensation Plan (the “Plan”) for the benefit of the
members of their Boards of Directors.
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B.
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The State Auto Companies now
desire to amend the Plan to provide Directors with distribution
elections for amounts deferred under the Plan on or after
January 1, 2005 in compliance with the provisions of
Section 409A of the Internal Revenue Code of 1986, as
amended.
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C.
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The State Auto Companies also
desire to amend the Plan to provide for contributions to the Plan
by the State Auto Companies on behalf of the members of the State
Automobile Mutual Insurance Company (“SAMIC”) Board of
Directors.
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D.
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Section B. of Article V of the
Plan permits the amendment of the Plan at any time.
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Amendment of the
Plan
The Plan is hereby amended effective
January 1, 2009, unless another date is indicated herein, as
follows:
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1.
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Effective January 1, 2008,
Article III of the Plan is hereby amended by adding a new last
paragraph to read as follows:
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Company Contributions and
Awards: The Company shall
make an annual cash contribution to the Accumulations for each
participant who is a member of the SAMIC Board of Directors in the
amount of $35,000.00, or such lesser or greater amount as
determined by the Company, in its discretion. Such Company
contribution is intended to provide long-term compensation for such
participants and shall represent compensation for annual
performance on the SAMIC Board. In addition, if a participant is
elected or appointed to the SAMIC Board other than in connection
with an annual meeting, the Company may award, at the time of such
election or appointment, a prorated Company contribution, based
upon the number of anticipated days to the next annual
meeting.
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2.
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The second and third sentences of
Section B.2. of Article IV of the Plan are hereby amended in their
entirety to read as follows:
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Retirement benefits will be paid as
a monthly benefit payable for 60 or 120 months, per your
distribution election; provided, however, that Grandfathered
Amounts may be paid, per your election and subject to Section B.6.
of Article IV of the Plan, in any alternative form available under
the Plan. The amount of your benefit will equal the amount
necessary to amortize your total Accumulations over the period of
time corresponding to your distribution election (e.g., 60 or 120
months).
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3.
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The first sentence of Section
B.3. of Article IV of the Plan is hereby amended in its entirety to
read as follows:
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If you become totally disabled
before satisfying the requirements for retirement benefits, you
will be eligible to receive payment of any amounts credited to your
Accumulations as a monthly benefit commencing after six months of
total disability and payable for a period of 60 or 120 months, per
yo
