State Auto Financial (STFC)

Article III    Duties; Term.

Executive shall serve as Executive Vice President and Chief Operating Officer of State Auto Financial and State Auto Mutual. As such, Executive shall perform such duties as are customarily performed by an executive officer in such positions and such other duties as may be assigned to him from time to time by the chief executive officer of State Auto Financial and State Auto Mutual. Executive shall devote Executive’s full time and attention and best efforts to the performance of such duties.

Executive shall serve as an officer of any other State Auto subsidiary and/or affiliate company as requested by the appropriate board of directors.

Executive shall serve as a director of any State Auto company if and for so long as Executive shall be duly elected by the respective State Auto members or shareholders at any time or times during the Employment Term. In the event Executive’s employment is hereafter terminated, Executive agrees to tender his resignation as a director from all State Auto companies on or prior to the Employment Termination Date (as defined below).

The initial term of this Agreement shall be for a three-year period commencing on the Commencement Date and ending on the third anniversary thereof, both dates inclusive, unless such term is terminated at an earlier date pursuant to an event described in Article V of this Agreement (the “Employment Term”). The term of this Agreement shall be renewed at the end of any term hereof for additional one-year terms, in which case the Employment Term shall include such renewal term, unless one party notifies the other, in writing, of the intent not to renew at least 90 days prior to the end of the current Employment Term. It is understood and agreed that if Executive desires to renew the term of this Agreement at such time on terms substantially similar to those set forth herein, but State Auto does not, that shall constitute a termination without cause as defined in Article V(E), below. It is further understood and agreed that if State Auto desires to renew the term of this Agreement at such time on terms substantially similar to those set forth herein but Executive does not (including due to mandatory retirement at age 65, as permitted under regulations Section 1625.12 of the Age Discrimination in Employment Act of 1967, (“ADEA”)), that shall constitute a voluntary termination by Executive under Article V(C), below. It is further understood that in the event State Auto and Executive agree that Executive is to perform his duties for a period not to exceed 60 days following the Employment Termination Date, that shall not effect a waiver of any right Executive might have to severance benefits otherwise contemplated by the terms of this Agreement.

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