EXHIBIT 10(FF)

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


This Third Amendment (this "Third 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"), Midwest Security
Insurance Company ("Midwest"), Farmers Casualty Insurance Company ("Farmers
Casualty") and State Auto Insurance Company ("State Auto IC") (collectively, the
"Pooled Companies") is made this 24th day of October 2001, but is effective as
of 12:01 am Columbus, Ohio time October 1, 2001.


                             BACKGROUND INFORMATION
                             ----------------------

Meridian Mutual Insurance Company ("Meridian Mutual") entered into an Agreement
to Merge dated October 25, 2000, (the "Merger Agreement") with State Auto Mutual
pursuant to which Meridian Mutual merged with and into State Auto Mutual, with
State Auto Mutual being the surviving corporation resulting from the merger (the
"Merger").

The Merger was effective June 1, 2001 and it affected the business operations of
the parties to the 2000 Pooling Agreement as of July 1, 2001, as a result of the
Second Amendment thereto.

The purpose of this Third Amendment is to amend the Respective Percentage (as
defined in the 2000 Pooling Agreement) of certain parties to the 2000 Pooling
Agreement and to amend the definitions of "Net Liabilities" and "Net Premiums"
therein.


                             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 Third Amendment (including the
          Background Information) which are not otherwise defined herein shall
          be defined as in the 2000 Pooling Agreement, and those definitions
          shall apply in this Third Amendment.

       2. Section 1 a. of the 2000 Pooling Agreement is hereby amended by the
          addition of the following:

          It is understood and agreed that "Net Liabilities" excludes any
          amounts received or receivable under that certain Stop Loss
          Reinsurance Agreement dated October 1, 2001 among State Auto Mutual,
          State Auto P&C, Farmers Casualty, Milbank, and State Auto IC (the
          "Stop Loss Agreement") from any party to the Stop Loss Agreement.



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       3. Section 1 b. of the 2000 Pooling Agreement is hereby amended by the
          addition of the following:

          "Net Premiums" excludes any amounts received or receivable under the
          Stop Loss Agreement by any party to the Stop Loss Agreement.

       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 IC         1%
                      As to Farmers Casualty      3%
                      As to Midwest Security      1%
                      As to Milbank              17%
                      As to State Auto P&C       59%
                      As to State Auto Mutual    19%

       5. The Third Amendment is effective as of 12:01 am Columbus, Ohio time
          October 1, 2001, provided that Amendment No. 2 to the Management and
          Operations Agreement dated January 1, 2000 by and among the parties
          hereto, and the Stop Loss Agreement has become effective concurrently
          with the effective date and time of this Third Amendment. If such
          Amendment No. 2 or the Stop Loss Agreement does not become
          concurrently effective as of October 1, 2001 at 12:01 am, Columbus,
          Ohio time, then this Third Amendment shall be deemed null and void and
          shall not be deemed to have amended the 2000 Pooling Agreement in any
          manner whatsoever. This Third 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 Third Amendment as of the foregoing effective date and
time.


State Automobile Mutual Insurance Company


By: /s/ Steven J. Johnston
    ----------------------------------------------
    Steven J. Johnston, Senior Vice President



State Auto Property and Casualty Insurance Company


By: /s/ Steven J. Johnston
    ----------------------------------------------
    Steven J. Johnston, Senior Vice President



Milbank Insurance Company



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By: /s/ Steven J. Johnston
    ----------------------------------------------
    Steven J. Johnston, Senior Vice President



Midwest Security Insurance Company


By: /s/ Steven J. Johnston
    ----------------------------------------------
    Steven J. Johnston, Senior Vice President



Farmers Casualty Insurance Company


By: /s/ Steven J. Johnston
    ----------------------------------------------
    Steven J. Johnston, Senior Vice President



State Auto Insurance Company


By: /s/ Steven J. Johnston
    ----------------------------------------------
    Steven J. Johnston, Senior Vice President



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