EXECUTIVE CHANGE OF CONTROL AGREEMENT

A.

State Auto P&C is the principal operating subsidiary of State Auto Financial and the employer of record of all employees of State Auto. State Auto Financial is a majority-owned, publicly-traded holding company subsidiary of State Auto Mutual. State Auto Mutual is the ultimate controlling person in the State Auto holding company system.

B.

State Auto desires to establish and maintain a sound and vital management team as an important part of State Auto’s overall corporate strategy and as an essential means of protecting and enhancing the interests of State Auto, the Boards of State Auto Financial and State Auto Mutual (collectively, the “ Boards ”), and their shareholders and policyholders, respectively. As part of this corporate strategy, State Auto desires to act in the best interests of State Auto to address Executive’s continued service to State Auto and available benefits in the event of an actual or threatened Change of Control (as defined herein) of State Auto Financial or State Auto Mutual.

1.1

ADEA means the Age Discrimination in Employment Act of 1967.

1.2

Annual Base Salary means the greater of (a) the highest annual rate of base salary in effect for Executive during the 12-month period immediately prior to a Change of Control, or (b) the annual rate of base salary in effect on the date Executive’s employment is terminated.

1.3

Cause means any of the following:

(a)

the willful and continued failure of Executive to perform Executive’s duties with State Auto (other than any such failure resulting from incapacity due to a Disability), after a written demand for performance is delivered to Executive by the Boards, or their designee, which specifically identifies the manner in which the Boards believe, in their sole discretion, that Executive has not performed Executive’s duties; or

(b)

the willful engaging by Executive in illegal conduct or gross misconduct which has a material adverse effect on State Auto, as determined by the Boards in their sole discretion; or

(c)

the breach of any provision of Article IV hereof which has a material adverse effect on State Auto, as determined by the Boards in their sole discretion; or

(d)

the willful failure to comply with any State Auto code of conduct or code of ethics applicable to Executive, as determined by the Boards in their sole discretion; or

(e)

the willful failure and refusal to cooperate with or assist State Auto in responding to governmental or regulatory inquiries, investigations or related activities, as determined by the Boards in their sole discretion.

1.4

Change of Control means the occurrence of any of the following:

(a)

Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), Directly or Indirectly, of securities of State Auto Financial representing 25% or more of the combined voting power of State Auto Financial’s then outstanding securities, excluding (i) any acquisition by State Auto Financial or any Subsidiary; (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by State Auto Financial, a Subsidiary or State Auto Mutual; or (iii) any acquisition by State Auto Mutual; or

(b)

A majority of the Board of Directors of State Auto Financial at any time is comprised of other than Continuing Directors; or

(c)

Any event or transaction State Auto Financial would be required to report in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act; or

(d)

Any of the following occurs:

(i)

a merger or consolidation of State Auto Financial, other than a merger or consolidation in which the voting securities of State Auto Financial immediately prior to the merger or consolidation continue to represent (either by remaining outstanding or being converted into securities of the surviving entity) more than 50% of the combined voting power of State Auto Financial or surviving entity immediately after the merger or consolidation with another entity;

(ii)

a sale, exchange, lease, mortgage, pledge, transfer, or other disposition (in a single transaction or a series of related transactions) of all or substantially all of the assets of State Auto Financial which shall include, without limitation, the sale of assets or earning power aggregating more than 50% of the assets or earning power of State Auto Financial on a consolidated basis;

(iii)

a reorganization, reverse stock split, or recapitalization of State Auto Financial which would result in any of the foregoing; or

(iv)

a transaction or series of related transactions having, Directly or Indirectly, the same effect as any of the foregoing.

(e)

As respects State Auto Mutual, any of the following occurs:

(i)

State Auto Mutual affiliates with or is merged into or consolidated with a third party and as a result, a majority of the Board of Directors of State Auto Mutual or its successor is comprised of other than Continuing Directors; or

(ii)

State Auto Mutual completes a conversion to a stock insurance company and as a result of which a majority of the Board of Directors of State Auto Mutual or its successor is comprised of other than Continuing Directors.

1.5

Code means the Internal Revenue Code of 1986, as amended.

1.6

Confidential Information means information disclosed to Executive or known by State Auto, which is not generally known in the business in which State Auto is or may become engaged, including, but not limited to, information about State Auto’s services, trade secrets, financial information, customer lists, books, records, memoranda and other proprietary information of State Auto.

1.7

Continuing Director of State Auto Financial or State Auto Mutual, as the case may be, means a director who was either:

(a)

first elected or appointed as a director on or prior to the Effective Date; or

(b)

subsequent to the Effective Date was elected or appointed as a director if such director was nominated by the Nominating Committee of State Auto Financial or State Auto Mutual, as the case may be, or appointed by at least two thirds of the total number of the then Continuing Directors of State Auto Financial or State Auto Mutual, as the case may be.

1.8

Directly or Indirectly means on Executive’s own behalf, or as an officer, director, shareholder, member, partner, owner, agent, consultant, advisor, coach or employee of any corporation, partnership, limited liability company or other entity.

1.9

Disability means illness or other incapacity as determined under State Auto’s long-term disability policy.

1.10

Employee Benefits means the benefits and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans, programs or arrangements in which Executive is entitled to participate, including without limitation any stock option, stock purchase, stock appreciation, savings, pension, supplemental executive retirement, or other retirement income or welfare benefit, deferred compensation, incentive compensation, group or other life, health, medical/hospital, or other insurance (whether funded by actual insurance or self-insured by State Auto), disability, salary continuation, expense reimbursement and other employee benefit policies, plans, programs or arrangements that may now exist (and as may be modified from time to time) or any equivalent successor policies, plans, programs or arrangements that may be adopted hereafter (and as may be modified from time to time), providing benefits at least as great in a monetary equivalent as are payable thereunder prior to a Change of Control.

1.11

Good Reason means the occurrence of any one or more of the following:

(a)

The assignment to Executive of duties which are materially and adversely different from or inconsistent with the duties, responsibilities and status of Executive’s position at any time during the 12-month period prior to a Change of Control, or which result in a significant reduction in Executive’s authority and responsibility as a senior executive officer of State Auto;

(b)

A reduction by State Auto in Executive’s Annual Base Salary in place as of the day immediately prior to a Change of Control, or after a Change of Control the failure to grant salary increases and bonus payments on a basis comparable to those granted to other executives of State Auto, or a reduction of Executive’s most recent Potential Annual Award prior to a Change of Control;

(c)

After a Change of Control, a demand by State Auto that Executive relocate to a location in excess of 35 miles from the location where Executive is based as of the day immediately prior to a Change of Control, or in the event of any such relocation with Executive’s express written consent, the failure of State Auto or a Subsidiary to pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of principal residence in connection with such relocation and to indemnify Executive against any loss in the sale of Executive’s principal residence in connection with any such change of residence and any expenses incurred by Executive that are directly attributable to

such sale (for purposes of this provision, “loss” is understood to mean a sale of such principal residence at a price less than the adjusted basis in such residence);

(d)

The failure of State Auto to obtain a satisfactory agreement from any successor to State Auto to assume and agree to perform this Agreement, as contemplated in Section 5.1 of this Agreement;

(e)

The failure of State Auto to provide Executive with substantially the same Employee Benefits that were provided to him immediately prior to the Change of Control, or with a package of Employee Benefits that, though one or more of such benefits may vary from those in effect immediately prior to a Change of Control, is substantially comparable in all material respects to such Employee Benefits taken as a whole; or

(f)

Any material reduction in Executive’s compensation or benefits or a material adverse change in Executive’s location or duties, if such material reduction or material adverse change occurs at any time after the commencement of any discussion with a third party relating to a possible Change of Control of State Auto involving such third party, if such material reduction or material adverse change is in contemplation of such possible Change of Control and such Change of Control is actually consummated within 12 months after the date of such material reduction or material adverse change.

1.12

LBP means the State Auto Financial Corporation Leadership Bonus Plan.

1.13

Potential Annual Award means the average of the annual aggregate bonus under the Short Term Incentive Plans (or its successors) earned by Executive in each of the two calendar years immediately preceding the calendar year in which the Change of Control occurs.

1.14

QPB means the State Auto Quality Performance Bonus Plan.

1.15

Severance Benefits means the benefits described in Section 2.1 of this Agreement, as adjusted by the applicable provisions of Section 9.1 of this Agreement.

1.16

Short Term Incentive Plans means collectively, the LBP, the QPB and any other short term incentive compensation plan of State Auto.

1.17

Subsidiary means any corporation, insurance company or other entity a majority of the voting control of which is Directly or Indirectly owned or controlled at the time by State Auto Financial.

1.18

Term means the three-year period commencing on the Effective Date of this Agreement and ending on the third anniversary thereof, both dates inclusive; provided, however, that if a Change of Control occurs during the Term of this Agreement, the Term of this Agreement will be extended for the lesser of 36 months beyond the end of the month in which any such Change of Control occurs, or the number of months beyond the end of the month in which any such Change of Control occurs until Executive attains age 65. Notwithstanding the foregoing, this Agreement shall terminate upon Executive’s termination of employment with State Auto for any other reason; provided, however, that Sections 2.3 and 2.4, Articles IV, VI through X, and Sections 11.3, 11.6 and 11.8 of the Agreement shall survive Executive’s termination of employment.

(a)

Annual Base Salary . In addition to any accrued compensation payable as of Executive’s termination of employment, a lump sum cash amount equal to Executive’s Annual Base Salary multiplied by two, unless at the time of such employment termination Executive is within two years of age 65, in which case the benefit due under this subsection (a) shall not exceed Executive’s Annual Base Salary multiplied by a factor equal to the number of months remaining until Executive attains age 65 presented as a whole integer and a fraction of a partial year (e.g., 15 months equals 1.25).

(b)

Annual Incentive Compensation . In addition to any compensation otherwise payable pursuant to Executive’s bonus arrangements, a lump sum cash amount equal to Executive’s Potential Annual Award multiplied by two, unless at the time of such employment termination Executive is within two years of age 65, in which case the benefit due under this subsection (b) shall not exceed Executive’s Potential Annual Award multiplied by a factor equal to the number of months remaining until Executive attains age 65 presented as a whole integer and a fraction of a partial year (e.g., 15 months equals 1.25).

(c)

Stock Options . Stock options held by Executive become exercisable upon a Change of Control according to the terms of State Auto’s Stock Option Plans and any option agreements affecting outstanding option grants, as interpreted by State Auto’s Stock Option Committee as such Committee existed immediately prior to the Change of Control.

(d)

Outplacement . State Auto shall pay all fees for outplacement services incurred by Executive up to a maximum equal to 15% of Executive’s Annual Base Salary, plus provide a travel expense account of up to $5,000 to reimburse job search travel. Such expenses and reimbursements shall be limited to those expenses incurred within the two calendar years following the calendar year of Executive’s separation from service and paid no later than December 31 ^st of the third calendar year following the calendar year of Executive’s separation from service.

(a)

State Auto Mutual or State Auto Financial terminates the Executive’s employment for any reason other than for Cause, the death or Disability of Executive or Executive’s mandatory retirement at age 65, as permitted under regulations Section 1625.12 of the ADEA, within 24 months after a Change of Control; or

(b)

Executive terminates his employment for Good Reason within 24 months after a Change of Control; or

(c)

State Auto Mutual or State Auto Financial terminates the Executive’s employment for any reason other than for Cause or the death or Disability of Executive after an agreement has been reached with an unaffiliated third party, the performance of which agreement would result in a Change of Control involving such third party, if such Change of Control is actually consummated within 12 months after the date of such termination.