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                                 Exhibit 10(TT)

          Fourth Amendment to State Auto Reinsurance Pooling Agreement,
                           Amended and Restated as of

                                 January 1, 2000
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                             FOURTH AMENDMENT TO THE
                          REINSURANCE POOLING AGREEMENT
                           AMENDED AND RESTATED AS OF
                                 JANUARY 1, 2000


This Fourth Amendment (this "Fourth Amendment") to the Reinsurance Pooling
Agreement, Amended and Restated as of January 1, 2000 as heretofore amended (the
"2000 Pooling Agreement") by and among State Automobile Mutual Insurance Company
("State Auto Mutual"), State Auto Property and Casualty Insurance Company
("State Auto P&C"), Milbank Insurance Company ("Milbank"), State Auto Insurance
Company of Wisconsin (formerly known as Midwest Security Insurance Company)
("State Auto Wisconsin"), Farmers Casualty Insurance Company ("Farmers
Casualty") and State Auto Insurance Company of Ohio (formerly known as State
Auto Insurance Company) ("State Auto Ohio") (collectively, the "Pooled
Companies") is made this ___ day of ______2002, but is effective as of 12:01
a.m. Columbus, Ohio time January 1, 2003.

                             BACKGROUND INFORMATION

State Auto Florida Insurance Company ("SAFIC" or "State Auto Florida") which was
incorporated in December 2001 as a Florida domiciled corporation, has received a
certificate of authority dated August 1, 2002, from the Florida Department of
Insurance licensing SAFIC as a property casualty insurer in the state of
Florida.

SAFIC is a wholly owned subsidiary of State Auto Mutual and it desires that
SAFIC become a participant in the 2000 Pooling Agreement.

The Independent Committee of the Board of Directors of State Auto Mutual has
approved the addition of State Auto Florida to the 2000 Pooling Agreement at the
pooling percentage indicated.

The purpose of this Fourth Amendment is to add State Auto Florida as a party to
the 2000 Pooling Agreement at the Respective Percentage indicated below and to
amend the Respective Percentage (as defined in the 2000 Pooling Agreement) of
State Auto Mutual, as indicated below and to make other conforming amendments to
the 2000 Pooling Agreement.

                             STATEMENT OF AGREEMENT

         In consideration of the mutual covenants set forth herein and INTENDING
TO BE LEGALLY BOUND HEREBY, the Pooled Companies agree to amend the 2000 Pooling
Agreement as follows:

         1.       Capitalized terms used in this Fourth Amendment (including the
                  Background Information) which are not otherwise defined herein
                  shall be


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                  defined as in the 2000 Pooling Agreement, and those
                  definitions shall apply in this Fourth Amendment.

         2.       State Auto Florida is hereby made a party to the 2000 Pooling
                  Agreement and as such is hereby designated a Pooled Company
                  and it hereby accepts all the terms and provisions of the 2000
                  Pooling Agreement, as amended by the First Amendment, the
                  Second Amendment, the Third Amendment, heretofore adopted by
                  the parties and this Fourth Amendment.

         3.       The following sentence is hereby added to the first paragraph
                  under Background Information: In addition to the foregoing
                  management agreements, State Auto Florida has entered into a
                  management agreement with State Auto P&C and State Auto Mutual
                  to be effective January 1, 2003, pursuant to which State Auto
                  Florida's business operations will be conducted in a manner
                  similar to that described for the other Pooled Companies.

         4.       Section 1c. of the 2000 Pooling Agreement is hereby amended in
                  its entirety to read as follows:

                      "Respective Percentage" shall be
                               As to State Auto Ohio              1%
                               As to Farmers Casualty             3%
                               As to State Auto Wisconsin         1%
                               As to Milbank                      17%
                               As to State Auto P&C               59%
                               As to State Auto Mutual            18.3%
                               As to State Auto Florida            0.7%

         5.       Section 2, CESSION, is amended by the addition of the
                  following subsection (f):

                  (f) State Auto Florida Cession: State Auto Mutual hereby
                  reinsures and assumes and State Auto Florida hereby cedes and
                  transfers to State Auto Mutual all Net Liabilities incurred
                  under or in connection with all contracts and policies of
                  insurance issued by State Auto Florida outstanding and in
                  force as of and subsequent to 12:01 a.m. EST, January 1, 2003.
                  Such liabilities shall include State Auto Florida's reserves
                  for unearned premiums, outstanding losses and loss expenses
                  (including unreported losses) and all other outstanding
                  underwriting and administrative expenses as evidenced by State
                  Auto Florida's books and records at the close of business on
                  December 31, 2002, but shall not include intercompany
                  balances, liabilities incurred in connection with the
                  investment transactions of State Auto Florida, liabilities for
                  dividends to stockholders declared and unpaid, other
                  liabilities not incurred in


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                  connection with underwriting operations and liabilities
                  arising out of the State Auto Mutual Reinsurance Book. It is
                  further agreed that State Auto Mutual shall receive the Net
                  Premiums for said contracts and policies.

         6.       Section 3, ASSETS TRANSFER TO STATE AUTO MUTUAL, is amended by
                  the addition of the following subsection (f):

                  (f) State Auto Florida: In consideration of the agreements
                  herein contained, State Auto Florida hereby agrees that there
                  has been or will be assigned and transferred to State Auto
                  Mutual an amount, in cash or other assets, equal to the
                  aggregate of all liabilities of State Auto Florida assumed by
                  State Auto Mutual under paragraph 2(f) hereof, less a ceding
                  commission equal to the sum of the acquisition expenses
                  associated with the unearned premium reserves which are
                  transferred as provided herein. There shall be included among
                  the assets assigned and transferred to State Auto Mutual by
                  State Auto Florida all of the right, title and interest of
                  State Auto Florida in and to all assets relative to the
                  underwriting operations of State Auto Florida due or that may
                  become due as evidenced by its books and records at the close
                  of business on December 31, 2002, not including investments,
                  accrued investment income, intercompany balances and bank
                  deposits.

         7.       Section 4, ASSUMPTION OF REINSURANCE, is hereby amended by the
                  addition of the following subsection (f):

                  (f) State Auto Florida: State Auto Florida hereby reinsures
                  and assumes and State Auto Mutual hereby cedes and transfers
                  to State Auto Florida its Respective Percentage of all Net
                  Liabilities under all contracts and policies of insurance,
                  (including those ceded by State Auto Florida and reinsured by
                  State Auto Mutual as provided in paragraph 2(f)), on which
                  State Auto Mutual is subject to liability and which are
                  outstanding and in force on or after the effective date of the
                  Fourth Amendment.

                           Such liabilities shall include reserves for unearned
                  premiums, outstanding losses (including unreported losses) and
                  loss expenses and all other underwriting and administrative
                  expenses, but shall not include intercompany balances,
                  liabilities for federal income taxes, liabilities incurred in
                  connection with investment transactions, liabilities for
                  dividends to stockholders declared and unpaid, other
                  liabilities not incurred in connection with underwriting
                  operations and liabilities arising out of the State Auto
                  Mutual Reinsurance Book.

         8.       Section 5, ASSET TRANSFER BY STATE AUTO MUTUAL, is hereby
                  amended by the addition of the following subsection (f):

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                  (f) State Auto Florida: In consideration of the agreements
                  herein contained, State Auto Mutual hereby agrees that there
                  has been or will be assigned and transferred to State Auto
                  Florida an amount, in cash or other assets, equal to the
                  aggregate of all liabilities of State Auto Mutual assumed by
                  State Auto Florida under paragraph 4(f) hereof, less a ceding
                  commission equal to the sum of the acquisition expenses
                  associated with the unearned premium reserves which are
                  transferred as provided herein. There shall be included among
                  the assets assigned and transferred to State Auto Florida by
                  State Auto Mutual all of the right, title and interest of
                  State Auto Mutual in and to all assets relative to the
                  underwriting operations of State Auto Mutual, due or that may
                  become due, as evidenced by its books and records at the close
                  of business on December 31, 2002, not including investments,
                  accrued investment income, intercompany balances and bank
                  deposits.

         9.       Section 6, PREMIUM COLLECTION AND PAYMENT OF LOSSES, is hereby
                  amended by the addition of the following:

                  As of the effective date of this Fourth Amendment, and
                  pursuant to the terms of the Management Agreement in place
                  between State Auto Florida, State Auto P&C, and State Auto
                  Mutual, State Auto Florida hereby authorizes and empowers
                  State Auto Mutual to collect and receive all premiums and to
                  take charge of, adjust and administer the payment of all
                  losses with respect to any and all contracts and policies of
                  insurance previously or thereafter issued by State Auto
                  Florida and to reinsure or terminate all such contracts and
                  policies, and in all respects to act as though said contracts
                  and policies were issued by State Auto Mutual. State Auto
                  Mutual agrees to administer the payment of all losses and loss
                  adjustment expenses in connection with such contracts and
                  policies. None of the foregoing is intended to affect or
                  impair the direct obligation of State Auto Florida to its
                  insureds under policies issued by State Auto Florida.

         10.      Section 7, PREMIUM PAYABLE BY STATE AUTO MUTUAL, is amended by
                  the addition of the following subsection (f):

                  (f) State Auto Florida: Commencing with the effective date of
                  this Fourth Amendment, State Auto Mutual hereby agrees to pay
                  State Auto Florida its Respective Percentage of the Net
                  Premiums written by the parties hereto. Similarly, commencing
                  with the effective date of this Fourth Amendment, all losses,
                  loss expenses, underwriting expenses, and administrative
                  expenses chargeable to underwriting of the parties hereto
                  (except for losses, loss expenses, underwriting expenses and
                  administrative expenses chargeable to the State Auto Mutual
                  Reinsurance Book), including policyholder dividends, less all
                  losses and expenses recovered and recoverable under
                  reinsurance ceded to reinsurers other


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                  than the parties hereto, (except for the State Auto P&C
                  Catastrophe Assumption Agreement) shall be prorated among the
                  parties on the basis of the Respective Percentage of each.
                  Accounts shall be rendered at quarterly intervals and shall be
                  settled within sixty (60) days thereafter.

         11.      Section 9, GENERAL STATEMENT OF INTENT, is amended by the
                  addition of the following subsection (h):

                  (h) State Auto Florida shall be liable as a reinsurer to State
                  Auto Mutual, State Auto P&C, Milbank, State Auto Wisconsin,
                  Farmers Casualty and State Auto Ohio on the policies and
                  contracts of State Auto Mutual, State Auto P&C, Milbank, State
                  Auto Wisconsin, Farmers Casualty, and State Auto Ohio
                  respectively, issued and in force at 12:01 a.m., EST, January
                  1, 2003 or on which there were, at that time, unsettled claims
                  or losses, and on policies and contracts thereafter issued by
                  State Auto Mutual, State Auto P&C, Milbank, State Auto
                  Wisconsin, Farmers Casualty, and State Auto Ohio to the extent
                  of State Auto Florida's Respective Percentage. Premiums,
                  losses, loss expenses, underwriting expenses and
                  administrative expenses chargeable to the State Auto Mutual
                  Reinsurance Book from and after 12:01 a.m. EST January 1, 2000
                  are excluded from the scope of the 2000 Pooling Agreement.

                  Subsection (g) of Section 9 is deleted and replaced by the
                  following:

                  (g) The parties hereto shall, on and after 12:01 a.m.,
                  Columbus, Ohio time, January 1, 2003, participate on the basis
                  of 18.3% for State Auto Mutual, 59% for State Auto P&C, 17%
                  for Milbank, 1% for State Auto Wisconsin, 3% for Farmers
                  Casualty, 1% for State Auto Ohio and 0.7% for State Auto
                  Florida in all of the underwriting operations of each of the
                  seven parties hereto. Premiums, losses, loss expenses,
                  underwriting expenses and administrative expenses chargeable
                  to the State Auto Mutual Reinsurance Book from and after 12:01
                  a.m. EST January 1, 2000 are excluded from the scope of the
                  2000 Pooling Agreement.

         12.      Section 11, LIABILITIES EXCLUDED, is deleted and replaced by
                  the following:

                  In addition to the liabilities set forth in paragraphs 2(a),
                  2(b), 2(c), 2(d), 2(e), 2(f) and 10 above, this Agreement
                  shall not apply to the investment operation or liabilities for
                  federal income tax or other liabilities excluded by this
                  Agreement.

         13.      Section 13, METHODS AND PROCEDURES, is deleted and replaced by
                  the following:

                  The president of State Auto Mutual, State Auto P&C, Milbank,
                  State Auto Wisconsin, Farmers Casualty, State Auto Ohio and
                  State Auto Florida or


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                  any officer of any of these companies designated by said
                  president, shall determine the methods and procedures,
                  including accounting transactions, by which the terms of this
                  Agreement shall be performed by and on behalf of the parties
                  hereto.

         14.      Section 14, AMENDMENTS, is deleted and replaced by the
                  following:

                  This Agreement may be modified from time to time, so as to
                  adapt its provisions to the varying conditions of the business
                  of the Pooled Companies, by a mutual agreement in writing of
                  the parties hereto, subject to ratification by the Board of
                  Directors of each party and with the approval of the insurance
                  regulatory officials from the State of Ohio, the State of
                  South Carolina, the State of South Dakota, the State of
                  Wisconsin, the State of Iowa, and the State of Florida, as
                  required by law.

         15.      Section 18, ARBITRATION, is deleted and replaced by the
                  following:

                  In the event of any dispute hereafter arising with respect to
                  this Agreement, State Auto Mutual, State Auto P&C, Milbank,
                  State Auto Wisconsin, Farmers Casualty, State Auto Ohio and
                  State Auto Florida hereby agree that such dispute shall, upon
                  the request of the one of the parties, be submitted to
                  arbitration. One arbitrator shall be chosen by each party and
                  those arbitrators shall then select an umpire who shall hear
                  and decide the issues to be arbitrated. If one party fails to
                  name an arbitrator within thirty (30) days after receipt of a
                  written request to do so, the party initiating the arbitration
                  may choose the arbitrators. The decision of the umpire shall
                  be final and binding on the parties. Each party shall bear the
                  expense of its arbitrator and the cost of the umpire shall be
                  shared equally. The arbitration shall take place at Columbus,
                  Ohio or such other location upon which the parties may
                  mutually agree.

         16.      The Fourth Amendment is effective as of 12:01 a.m. Columbus,
                  Ohio time January 1, 2003, provided that it is not disapproved
                  by any insurance regulator with jurisdiction over any party to
                  the 2000 Pooling Agreement, as amended heretofore and hereby.
                  If the Fourth Amendment is disapproved as indicated, the
                  Fourth Amendment shall be deemed null and void and shall not
                  be deemed to have amended the 2000 Pooling Agreement in any
                  manner whatsoever. This Fourth Amendment shall terminate when
                  the 2000 Pooling Agreement terminates, absent the earlier
                  termination hereof by the written consent of all parties
                  hereto.

         Except as expressly amended hereby, the 2000 Pooling Agreement shall
continue in full force and effect for the balance of the term thereof.

         IN WITNESS WHEREOF, by their signatures hereon the parties hereto
hereby agree to the foregoing Fourth Amendment as of the foregoing effective
date and time.

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State Automobile Mutual Insurance Company


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


State Auto Property and Casualty Insurance Company


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


Milbank Insurance Company


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


State Auto Insurance Company of Wisconsin


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


Farmers Casualty Insurance Company


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


State Auto Insurance Company of Ohio


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



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State Auto Florida Insurance Company


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






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