Exhibit 10.49

FIRST AMENDMENT

to

REINSURANCE POOLING AGREEMENT

AMENDED AND RESTATED

As of JANUARY 1, 2010

This First Amendment (the “First Amendment”) to the Reinsurance Pooling Agreement Amended and Restated as of January 1, 2010 (the “2010 Pooling Agreement”), is effective as of the Closing Date (as that term is defined below) by and among State Automobile Mutual Insurance Company (“State Auto Mutual”), State Auto Property & Casualty Insurance Company (“State Auto P&C”), Milbank Insurance Company (“Milbank), State Auto Insurance Company of Wisconsin (“SA WI”), Farmers Casualty Insurance Company (“Farmers Casualty”), State Auto Insurance Company of Ohio (“SA OH”), State Auto Florida Insurance Company (“SA FL”), Meridian Security Insurance Company (“Meridian Security”), Meridian Citizens Mutual Insurance Company (“Meridian Citizens Mutual”), Patrons Mutual Insurance Company of Connecticut (“Patrons”), Litchfield Mutual Fire Insurance Company (“Litchfield”) and Beacon National Insurance Company (“Beacon”) (collectively, the “Pooled Companies”). This First Amendment shall be effective and operative as set forth in Section 2 of this First Amendment.

Background Information

With this First Amendment, th