STATE AUTO FINANCIAL CORP
EX-10(MM) SURPLUS CONTRIBUTION NOTE
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<TYPE>EX-10.MM
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<FILENAME>l96852aexv10wmm.txt
<DESCRIPTION>EX-10(MM) SURPLUS CONTRIBUTION NOTE
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                                 Exhibit 10(MM)

                            Surplus Contribution Note
                                     Between
                            Milbank Insurance Company
                                       And
                       Meridian Security Insurance Company
                                      Dated
                               September 30, 2002
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                            SURPLUS CONTRIBUTION NOTE


$15,000,000                                                   September 30, 2002


                  Milbank Insurance Company a stock insurance company organized
under the laws of the State of South Dakota (herein called the "Company"), for
value received consisting of cash or other admitted assets having readily
determinable values and liquidity, hereby promises to pay, subject to the terms
and conditions set forth below, to Meridian Security Insurance Company, an
Indiana domiciled insurance company, or its assigns ("Holder") the principal sum
of Fifteen Million United States dollars ($15,000,000) on the Maturity Date (as
defined below) and to pay interest thereon, subject to the terms and conditions
set forth below, from the date hereof (in the case of the first payment) or the
most recent Scheduled Interest Payment Date (as defined below) to which interest
has been paid or duly provided for, semiannually in arrears commencing March 30,
2003 (each a "Scheduled Interest Payment Date"), at the rate per annum equal to
the yield for U.S Treasury ten (10) year notes as published in the Wall Street
Journal on September 30, 2002 plus one hundred (100) basis points. The interest
rate shall be adjusted, on October 1, 2007, to the then current yield for U.S.
Treasury ten (10) year notes plus one hundred (100) basis points, until the
principal hereof is paid or duly provided for.

         For purposes hereof, the "Maturity Date" shall be the earlier to occur
of: (1) the date upon which the Director of Insurance of the State of South
Dakota (or such other governmental official, body or authority as may, after the
date of issue of this Note, become the primary regulator of the financial
condition of the Company, together the "Director") obtains an order or grants
approval for the rehabilitation, liquidation, conservation or dissolution of the
Company, or (2) September 30 2012.

     1. All payments of principal or interest on this Note may be made only with
the prior written approval of the Director and if, after payment, the ratio of
the Company's total adjusted capital to authorized control level risk based
capital as defined by the National Association of Insurance Commissioners risk
based capital requirements is equal to or exceeds four (4) to one (1). Subject
to such restriction and to the restrictions in Paragraph 3 and 5 hereof (the
"Payment Restrictions"), this Note is a direct and unsecured obligation of the
Company.

     2. Payments of principal or interest on this Note shall be made, in
accordance with the foregoing and subject to applicable laws and regulations, to
the Holder at the principal business office of the Holder or such other place,
which shall be acceptable to the Company, as the Holder hereof shall designate
in writing to the Company. Payments shall be made in immediately available funds
in lawful money of the United States. Subject to the provisions of Paragraph 1
hereof, this Note may be repaid, in whole at any time or in part from time to
time, without premium or penalty and with interest to the date of payment.

     3. Notwithstanding anything to the contrary set forth herein, any payment
of principal of, interest on or any monies owing with respect to this Note,
whether at a Scheduled Interest Payment Date or the Maturity Date specified
herein or otherwise, may be made only with the prior approval of the Director.
If the Director does not approve the making of any payment of principal of or
interest on this Note on a Scheduled Interest Payment Date or the Maturity Date
thereof, as specified herein, the Scheduled Interest Payment Date or Maturity
Date, as the case may be shall be extended until such time, if any, at which
such conditions are met and such payment shall be made by the Company on the
Business Day following the Business Day on which the Company shall have the
approval of the Director to make such payment. Interest will continue to accrue
at the rate of interest stated on the face hereof through the actual date of

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payment (i) on any such unpaid principal (but not on interest with respect to
which a Scheduled Interest Payment Date has been extended, during the period of
such extension) and (ii) to the extent permitted by law, on interest with
respect to which the approval of the Director has been obtained and which is not
punctually paid or duly provided for on the Scheduled Interest Payment Date.

         "Business Day" means any day other than a Saturday, Sunday or any other
day in which banking institutions are authorized or required by law to close in
New York, New York.


     4. For so long as this Note remains outstanding or any amount remains
unpaid, the Company shall use its reasonable good faith efforts to obtain the
approval of the Director for the payment by the Company of interest on and
principal of this Note on the Scheduled Interest Payment Dates or Maturity Date
thereof, and in the event any such approval has not been obtained for any such
payment at or prior to a Scheduled Interest Payment Date or the Maturity Date
thereof, as the case may be, to continue to use its reasonable good faith
efforts to obtain such approval promptly thereafter. The Company shall notify or
cause to be notified the Holder promptly following any Scheduled Interest
Payment Date for interest on or the Maturity Date for principal of this Note in
the event that the Director has not approved the making of any such payment on
such Scheduled Interest Payment Date or such Maturity Date and the Company shall
have failed to make any such payment on any such Scheduled Interest Payment Date
or such Maturity Date.

     5. (a) The Company agrees, the Holder of this Note by accepting this Note
agrees, that the Indebtedness evidenced by this Note is subordinated in right of
payment to the extent and in the manner provided in this Paragraph 5, to the
prior payment in full of all Indebtedness and Claims (each as hereinafter
defined).

     (b) Upon any distribution to creditors of the Company in any
rehabilitation, liquidation, conservation, or dissolution proceeding relating to
the Company or its property, the Holder of Indebtedness and the Holders of
Claims will first be entitled to receive payment in full of all amounts due or
to become due with respect thereto before the Holders will be entitled to
receive any payment in respect of the principal of or interest on this Note.

     (c) If a distribution is made to the Holder of this Note that, because of
this Paragraph 5, should not have been made to such Holder, such Holder who
received the distribution shall hold it in trust for Holders of Claims and
Indebtedness and pay it over to them as their interests may appear, provided,
however, that no such payment over shall be required following 120 days after
the Holder receives any such distribution.

     (d) This Paragraph 5 defines the relative rights of this Holder of this
Note, on the one hand, and Holders of any other claims, in accordance with SDCL
Chapter 58-29B, et seq. and any successor provisions, in each case as may be
amended from time to time (the "Liquidation Act"), on the other hand. Nothing in
this Note shall (i) impair, as between the Company and the Holder of this Note,
the obligation of the Company which is, subject to the Payment Restrictions,
absolute and unconditional to pay principal of and interest on this Note in
accordance with its terms; or (ii) affect the relative rights of the Holder of
this Note and creditors of the Company, other than Holders of Claims or
Indebtedness; or (iii) prevent the Holder of this Note from exercising any
available remedies upon a breach by the Company of its obligations hereunder,
subject to the rights of Holders Claims or Indebtedness to receive distributions
otherwise payable to the Holder of this Note.

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     (e) The Holder of this Note, by acceptance hereof, agrees to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Paragraph 5.

     As used herein, "Indebtedness" of the Company shall mean (i) all existing
or future indebtedness of the Company for borrowed money, goods, services, or
the like, (ii) all existing or future indebtedness for borrowed money, goods,
services, or the like of other persons, the payment of which is guaranteed by
the Company, (iii) all existing or future obligations of the Company under any
agreement obligating the Company to cause another person to maintain a minimum
level of net worth or otherwise to ensure the solvency of such person, and (iv)
all other claims or amounts owed, to the extent that the payment of principal
of, interest on and any other amount due with respect to this Note is required
by the Liquidation Act or otherwise by law to be subordinated to the prior
payment of any such claim or amount. Any indebtedness of any surplus notes or
similar obligations of the Company which by their express terms rank pari passu
with, or are subordinate to right of payment to, this Note shall not constitute
Indebtedness.

     As used herein, "Claims" shall mean all existing or future claims of
policyholders, beneficiaries and insureds under any and all existing or future
policies, endorsements, riders, and other contracts of insurance issued, assumed
or renewed by the Company , all existing or future claims of cedents,
retrocessionaires and/or reinsurers of the Company with respect to treaties,
contracts and binders or reinsurance (including facultative certificates issued
pursuant thereto) to which the Company is a party, and all claims of the South
Dakota Property and Casualty Insurance Guaranty Association, or any similar
organization in another state, and all other claims of any general creditor of
the Company (but not including any claims arising from any express terms which
rank pari passu with, or are subordinate in right of payment to, this Note).

     6. The Holder of this Note may enforce this Note only in the manner set
forth below.

     (a) In the event that any state or federal agency shall obtain an order or
grant approval for the rehabilitation, liquidation, cancellation or dissolution
of the Company, this Note will upon the obtaining of such an order or the
granting of such approval immediately mature in full without any action on the
part of the Holder of this Note, with payment thereon being subject to the
Payment Restrictions, and any restrictions imposed as a consequence of, or
pursuant to, such proceedings. Notwithstanding any other provision of this Note,
in no event shall the Holder of this Note be entitled to declare this Note to
immediately mature or otherwise be immediately payable.

     (b) In the event that the Director approves in whole or in part a payment
of any interest on or principal of this Note and the Company fails to pay the
full amount of such approved payment on the date such amount is scheduled to be
paid, such approved amount will be immediately payable on such date without any
action on the part of the Holder of this Note, and the Holder of this Note may
pursue any available remedy to collect such approved payment of principal of or
interest, together with such further amount as shall be sufficient to cover the
reasonable costs and expenses of collection, including reasonable attorneys'
fees. In the event that the Company fails to perform any of its other
obligations hereunder, the Holder of this note may pursue any available remedy
to enforce the performance of any provision of this Note, provided, however,
that such remedy shall in no event include the right to declare this Note
immediately payable. A delay or omission by the Holder of this Note in
exercising any right or remedy accruing as a result of the Company's failure to
perform its obligations hereunder shall not impair such right or remedy or
constitute a waiver of or acquiescence in such nonperformance by the Company. To
the extent permitted by law, no remedy is exclusive of any other remedy and all
remedies are cumulative.

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     (c) Notwithstanding any other provision of this Note, the right of the
Holder of this Note to receive payment of the principal of and interest on this
Note, on or after the respective Scheduled Interest Payment Date or Maturity
Date, or to bring suit for the enforcement of any such payment on or after such
respective Dates, in each case subject to such payment on such Dates having
received the approval of the Director pursuant to the Payment Restrictions, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

     7. No recourse shall be had for the payment of the principal of or interest
on this Note or for any claim based hereon or otherwise in respect hereof,
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any affiliate, predecessor or successor
corporation, either directly or through the Company or otherwise, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such liability being by the acceptance
hereof expressly waived and released; provided, however, that nothing contained
herein shall be taken to prevent recourse to and enforcement of the liability,
if any of any shareholder, or any stockholder or subscriber to common capital
stock of the Company upon or in respect of shares of capital stock not fully
paid up.

     8. This Note shall be governed by, and construed in accordance with, the
law of the State of South Dakota. Without limiting the foregoing, the Director's
exercise of regulatory authority, including approval of payments under this
Note, shall be governed by, and construed in accordance with, the law of the
State of South Dakota.

     9. The invalidity of any provision of this Note shall in no way affect the
validity of any other provision. This Note is binding upon and shall inure to
the benefit of the parties hereto and their heirs, successors, personal
representatives, and permitted assigns. The Note may not be changed, waived, or
terminated except in a writing signed by the party against whom enforcement of
the change, waiver or termination is sought.

          IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed under seal.



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

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