Amendment to Employment Agreement



 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 this Agreement, in which
case the date of employment termination shall be not less than the forty-fifth (45th) day following the date of written notice.”

 §5. Disability. The last sentence of the first paragraph of Section (A) of Article V of the Agreement is
hereby amended in its entirety to read as follows: 
 “The compensation provided under this Section shall continue for
the full period of Disability or until Executive attains age 65, whichever first occurs and shall be paid in accordance with State Auto’s normal compensation practices applicable to salaried employees.” 
 §6. Death. The first paragraph of Section (B) of Article V of the Agreement is hereby amended by adding a new last
sentence to read as follows: 
 “Such Base Salary payments shall be made in accordance with State Auto’s normal
compensation practices applicable to salaried employees.” 
 §7. Executive’s Rights Under Certain
Plans. Article VI 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.” 
 §8. Captions. The captions of the various sections of this Amendment are not part of the context of this Amendment, but are
only labels to assist in locating those sections, and shall be ignored in construing this Amendment. 
 §9.
Construction. This document is an amendment to the Employment Agreement. In the event of any inconsistencies between the provisions of the Employment Agreement and this Amendment, the provisions of this Amendment shall control. Except as
modified by this Amendment, the Employment Agreement shall continue in full force and effect without change. 
 [Signatures appear on the next
page.] 








							
	 EXECUTIVE
	 		 	
				
		 	 /s/ Mark A. Blackburn
	 		 	
		 	 Mark A. Blackburn
	 		 	
		
	 STATE AUTO FINANCIAL CORPORATION
	 	 STATE AUTOMOBILE MUTUAL INSURANCE COMPANY

				
	 By:
	 	 /s/ Robert P. Restrepo, Jr.
	 	 By:
	 	 /s/ Robert P. Restrepo, Jr.

		 	 Robert P. Restrepo, Jr., President
	 		 	 Robert P. Restrepo, Jr., President

	
	 STATE AUTO PROPERTY AND CASUALTY INSURANCE COMPANY

				
	 By:
	 	 /s/ Robert P. Restrepo, Jr.
	 		 	
		 	 Robert P. Restrepo, Jr., President