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                                 Exhibit 10(OO)

                             Cost Sharing Agreement
                                      Among
               State Auto Property and Casualty Insurance Company,
                    State Automobile Mutual Insurance Company

                                       And
                      State Auto Florida Insurance Company

                                    Effective

                                 January 1, 2003
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                             COST SHARING AGREEMENT

THIS AGREEMENT, made as of this _____ day of ___________, 2002, by and among
State Auto Property and Casualty Insurance Company ("State Auto P&C"), State
Automobile Mutual Insurance Company ("Mutual"), and State Auto Florida Insurance
Company ("SAFIC"), is effective January 1, 2003.

WHEREAS, State Auto P&C desires to make available to SAFIC and SAFIC desires to
obtain from State Auto P&C the services of State Auto P&C through its executive,
managerial, administrative and other employees and human resources; and

WHEREAS, Mutual desires to make available to SAFIC its data processing and other
equipment and facilities, including office space, all of which may be used
jointly by SAFIC and Mutual; and

WHEREAS it is expected that effective January 1, 2003, SAFIC will participate in
the Reinsurance Pooling Agreement, Amended and Restated as of January 1, 2000,
as subsequently amended, (the "State Auto Pooling Agreement" or the "State Auto
Pool" or the "State Auto Pooling Arrangement"), with State Auto P&C and State
Auto Mutual and certain other affiliates; and

WHEREAS, it is necessary to provide for the allocation and apportionment of the
expenses of SAFIC.

NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, AND INTENDING TO BE LEGALLY BOUND HEREBY, the parties hereto
agree as follows:

1. State Auto P&C, through its employees, shall operate, administer, and manage
the day-to-day business operations of and otherwise perform Management and
Operations Services (as defined below) for SAFIC in accordance with the
underwriting, claims and any other reasonable guidelines of such companies which
may be in effect or established from time to time by the board of directors of
SAFIC. The management and administration of such company's business operations
by State Auto P&C shall include, without limitation, appointment and termination
of agencies, underwriting of insurance risks, investigation and settlement of
claims and arrangement of reinsurance, as well as every other business operation
that supports or attends the performance of those services or other business
functions of SAFIC. State Auto P&C shall use the same degree of care in acting
on behalf of such insurer as it uses in connection with the conduct of its
insurance business operations. For the purposes of this agreement it is
understood and agreed that Management and Operations Services means all
services, including without limitation, executive, managerial, supervisory,
administrative, technical, professional, and clerical services, necessary or
appropriate in the operation of the respective businesses of SAFIC. Any of State
Auto P&C's employees may also serve as directors or officers of SAFIC,
notwithstanding that such persons may also be officers or directors of State
Auto P&C. State Auto P&C shall have the right to continue using for its business
operations all of its employees provided to the other party hereunder. To the
extent reasonably possible, SAFIC shall jointly utilize State Auto P&C's
employees in a cooperative manner and consistent with the best business
interests and needs of SAFIC and State Auto P&C. State Auto P&C shall direct its
employees, in performing such services for SAFIC, to use their best efforts to
promote the general interests and economic welfare of SAFIC in the same manner
as such employees provide services to their direct employer. Nothing contained
in this Agreement shall impair the

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authority and responsibility of the Board of Directors of SAFIC to exercise
managerial control as provided in said company's Articles of Incorporation.

2. Mutual shall provide to SAFIC, as is reasonably required by SAFIC in
connection with the SAFIC's business operations, Mutual's equipment and
facilities owned or leased by Mutual from time to time in the course of its
business operations. Mutual shall have the right to continue using for its
business operations all of its equipment and facilities provided to SAFIC
hereunder. To the extent reasonably possible, SAFIC shall jointly utilize
Mutual's equipment and facilities in a cooperative manner and consistent with
the best business interests and needs of SAFIC and Mutual.

3. It is understood and agreed that Mutual shall act as the common paymaster of
the employees of State Auto P&C providing services to SAFIC and that it shall
also act as the common agent on behalf of SAFIC. Utilizing the employees of
State Auto P&C, Mutual shall act as agent for SAFIC and to the extent necessary
for the purposes of its business, in collecting and disbursing funds due to
SAFIC, and in paying expenses and other operating costs of the facilities used
by SAFIC except for those expenses paid directly by SAFIC from its own accounts.
Other than those direct expenses which are allocable under the State Auto
Pooling Agreement, as set forth in paragraph 4 below, SAFIC is responsible for
its own direct expenses incurred in the operations of its business and it agrees
to reimburse Mutual for any of such expenses which Mutual may have incurred as
the common agent of such company. Because the State Auto Companies operate
utilizing employees of one employer, State Auto P&C, and the facilities and
equipment of one common agent and common paymaster, Mutual, the non-direct
expenses incurred by Mutual and State Auto P&C for the benefit of SAFIC shall be
apportioned to SAFIC, in accordance with the provisions of this Agreement and
reimbursed to Mutual and State Auto P&C by SAFIC in accordance with the
provisions of this Agreement.

4. It is understood and agreed that the direct and indirect expenses of the
insurance business operations of SAFIC, including but not limited to
underwriting expenses, losses and loss adjustment expenses, will be apportioned
to it in accordance with the State Auto Pooling Agreement. All other expenses of
SAFIC which are not otherwise allocable or apportionable under the State Auto
Pooling Agreement will be apportioned to SAFIC in accordance with all applicable
statutory accounting principles including, without limitation, SSAP #70. The
books, accounts, and records shall be so maintained as to clearly and accurately
disclose the nature and details of the transactions including such accounting
information as is necessary to support the expenses apportioned to the
respective parties.

5. All amounts due under this Agreement shall be due and payable by the
respective company within forty-five days after the end of each calendar
quarter. The amounts due from SAFIC hereunder shall be reviewed by State Auto
P&C and Mutual on a semi-annual or annual basis as appropriate to reasonably
verify such amounts. Any resulting adjustments shall be settled between the
parties or credited to future payment periods as may be determined by State Auto
P&C and Mutual.

6.(a) Funds representing premiums belonging to SAFIC but held by State Auto P&C
or Mutual on behalf of SAFIC shall be held by either State Auto P&C or Mutual,
as the case may be, in a fiduciary capacity, in one or more trust accounts, as
and to the extent required by Florida law.
  (b) SAFIC shall retain such right to access books and records maintained by
State Auto P&C or Mutual as is necessary to 1) ensure SAFIC performs its
contractual obligations to its


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insureds, subject to the proprietary rights of State Auto P&C and Mutual in
their respective property; and 2) to verify the accuracy of calculations by
State Auto P&C and Mutual of the payments due from SAFIC hereunder.
  (c) State Auto P&C or Mutual shall provide a written notice approved by SAFIC
to SAFIC insureds advising them of the relationship among State Auto P&C, Mutual
and SAFIC as contemplated by this agreement.

7. Any notices to be given hereunder shall be in writing and shall be deemed
effective when delivered in person or by facsimile or, if mailed, two days after
mailing first class prepaid, to the address of the principal office of the party
to which the notice is being given.

8. This Agreement may not be assigned by any party without the prior written
consent of the other party. The provisions of this Agreement shall bind and
inure to the benefit of the parties and their respective successors and
permitted assigns.

9. This Agreement sets forth the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior or contemporaneous
agreements with respect thereto. Any modifications or amendments to this
Agreement must be in writing and signed by the parties to be bound.

10. This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida both as to execution and performance.

11. This Agreement shall remain in force for a period of five years unless
terminated prior thereto as provided herein. Any party to this Agreement may
terminate this Agreement by giving written notice to the other party, stating a
date certain not less than 90 days hence on which such termination will become
effective. The Agreement may be renewed for additional five-year terms by the
written consent of all the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.






                      (THIS SPACE INTENTIONALLY LEFT BLANK)







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STATE AUTO PROPERTY AND CASUALTY INSURANCE COMPANY



By: /s/ Robert H. Moone
    -------------------
    Title: President


STATE AUTOMOBILE MUTUAL INSURANCE COMPANY



By: /s/ Robert H. Moone
    -------------------
    Title: President


STATE AUTO FLORIDA INSURANCE COMPANY



By: /s/ Robert H. Moone
    -------------------
    Title: President



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