Exhibit 10.59



 






Exhibit 10.59




FIRST AMENDMENT

TO

EMPLOYMENT AGREEMENT




This First Amendment to the Employment Agreement dated as of May 22, 2003 (the “Employment
Agreement”) by and between Robert H. Moone and State Auto Financial Corporation is entered into and
effective the 11th day of May, 2005.



Background Information



Robert H. Moone (“Executive”) is currently serving as Chairman, President and Chief Executive
Officer of State Auto, pursuant to the terms and provisions of the Employment Agreement.



The parties to the Employment Agreement desire to amend the Employment Agreement as of the
effective date hereof, as set forth above, in the manner set forth herein.



Statement of Agreement



Intending to be legally bound hereby and in consideration of the mutual covenants set forth herein,
the parties hereby agree to amend the Employment Agreement as follows:




	 	1.	 	Recitals; Definitions. The Background Information contained in the Agreement
and in the Background Information to this Amendment are each hereby incorporated by
reference into the body of this Amendment. Capitalized terms not otherwise defined in
this Amendment shall have the meanings set forth in the Agreement. All references in the
Agreement to “this Agreement” shall be deemed to refer to the Agreement as amended hereby.
	 
	 	2.	 	Amendment of the Agreement. Subject to the satisfaction of the condition set
forth in Section 4 below, effective as of the date first written above, the Agreement
shall be deemed amended and supplemented by this Amendment. To the extent not expressly
amended or supplemented by this Amendment, the terms and provisions of the Agreement shall
remain in full force and effect without alteration for the remaining term thereof. Until
the deemed effective date of this Amendment as set forth in Section 4 below, the Agreement
shall be deemed to have governed the rights and obligations of the parties thereto in
accordance therewith, without taking into account the amendments contemplated hereby.





3.  Change
to Article II(B).

Article II(B) Term is hereby deleted in its entirety and replaced by the following:



(B) Term.


Executive’s employment and the initial term of this Agreement shall be for a period commencing
on the date hereof (“Commencement Date”), and ending on May 31, 2006, unless terminated at an
earlier date pursuant to an event described in Article IV of this Agreement (referred to
hereafter as the “Employment Period”). This



 









 








Agreement may be renewed at the end of the term hereof for a period of up to one additional
year, provided the parties mutually agree in writing to such renewal.The absence of a renewal
offers no basis for either party to make any claim against the other for damages described
herein. It is further understood and agreed that should Executive’s successor be named and
elected by the Board of Directors to serve as Chief Executive Officer prior to May 31, 2006,
Executive agrees to resign his offices and director’s positions concurrent with the election
of a successor Chief Executive Officer and Executive shall continue to be paid the salary and
bonus otherwise contemplated by the Employment Agreement through May 31, 2006, which shall be
the effective date of Executive’s retirement.




	 	4.	 	Effectiveness. This Amendment shall be deemed effective as of May 11, 2005,
upon the unanimous approval of the Board of Directors of State Auto. Unless and until such
approval is received, this Amendment shall not bind the parties hereto or amend or
supplement the Agreement.
	 
	 	5.	 	Reaffirmation of Balance of the Agreement. Except as expressly amended
hereby, the Agreement is hereby reaffirmed by the parties hereto. All terms and
provisions of Article X of the Agreement shall apply to and be deemed incorporated into
this Amendment.





          IN WITNESS WHEREOF, each of the parties hereto has subscribed its name below effective as of
the date first above written.




	 	 	 	 	 	 	 
	 

	 	Attest
	 	State Auto Financial Corporation
	 	 
	 
	 	 	 	 	 	 
	 

	 	By /s/ John R. Lowther
	 	By /s/William J. Lhota	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	John R. Lowther, Secretary
	 	William J. Lhota, Chairman	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Compensation Committee	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Executive	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Robert H. Moone	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Robert H. Moone	 	 
	 
	 	 	 	 	 	 
	Amendmen/first Amd to RHM 5-03 employment agrmt