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•	Mr. LaRocco will receive an annual base salary of $1,040,000, which is subject to annual increases as authorized by the STFC Compensation Committee.

•	Mr. LaRocco will participate in the State Auto Financial Corporation short-term incentive bonus plan (the “ S-T Incentive Plan ”) with an incentive bonus target equal to not less than 120% of his then current annual base salary.

•	Mr. LaRocco will participate in the STFC Long Term Incentive Plan (the “ LTIP ”) with an incentive bonus target equal to not less than 180% of his then current annual base salary.

•	Mr. LaRocco will be entitled to participate in all employee stock purchase, equity, retirement and other plans made available to executives of State Auto and receive any and all fringe benefits generally made available to employees of State Auto.

•	In the event Mr. LaRocco suffers a “disability,” as defined in the Employment Agreement, State Auto may terminate Mr. LaRocco’s employment, in which case Mr. LaRocco will be entitled to receive his full compensation through his date of separation from service, including any compensation to which he may be entitled to receive pursuant to the S-T Incentive Plan and LTIP.

•	In the event of Mr. LaRocco’s death, his beneficiaries will receive payment of his then-current annual base salary accruing through the date of his death plus any compensation to which he may be entitled to receive pursuant to the S-T Incentive Plan and LTIP.

•	In the event of Mr. LaRocco’s voluntary termination of employment, Mr. LaRocco will be entitled to receive his base salary through the date of termination plus any compensation to which he may be entitled under the S-T Incentive Plan and LTIP.

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•	In the event of Mr. LaRocco’s involuntary termination of employment “for cause,” as defined in the Employment Agreement , Mr. LaRocco will be entitled to receive his base salary through the date of termination plus any compensation to which he may be entitled under the S-T Incentive Plan and LTIP.

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In the event that the Boards of Directors of STFC and State Auto Mutual (collectively, the “ Boards ”) determine that Mr. LaRocco’s employment should be terminated before December 31, 2021, for any reason other than for death, disability, or “for Cause”, or Mr. LaRocco termniates his emplyment for Good Reason, Mr. LaRocco will be entitled to receive (i) the continuation of the payment of his base salary for 24 months, plus (ii) a one-year bonus payment equal to the average of the amount earned under the S-T Incentive Plan and LTIP in place for each of the two calendar years immediately preceding the calendar year in with the involuntary termination occurred. Mr. LaRocco will also be entitled to receive an amount equal to the then-current monthly per employee cost of providing State Auto’s health insurance benefit multiplied by 24, payable as a single lump sum payment as soon as practicable after separation from service.

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The Boards may, in their discretion, require Mr. LaRocco to repay State Auto all or any portion of the severance benefits described above if: (i) Mr. LaRocco violates any non-competition, non-solicitation or confidentiality covenant applicable to him and for the benefit of State Auto, including such covenants included in the Employment Agreement, (ii) it is later discovered that Mr. LaRocco engaged in conduct detrimental to State Auto during the employment term which has a material adverse effect on State Auto as determined by the Board of Directors of State Auto Mutual, in its discretion; or (iii) (A) the amount of any of the severance benefits was calculated based upon the achievement of certain financial results of State Auto that were subsequently the subject of a financial statement restatement by State Auto; (B) Mr. LaRocco engaged in conduct detrimental to State Auto that caused or substantially contributed to the need for the financial statement restatement by State Auto; and (C) the amount of Mr. LaRocco’s severance benefits would have been lower than the amount actually awarded to him had the financial results been properly reported. Notwithstanding the foregoing, if the Boards determine that Mr. LaRocco engaged in fraudulent conduct, then the Boards must seek repayment of the severance benefits.

•	The terms of any future clawback policies adopted by the Boards are incorporated into the Employment Agreement. In addition to the terms and conditions set forth in the Employment Agreement, any amounts payable or paid to Mr. LaRocco under the Employment Agreement are subject to the terms of any clawback policy of the Boards.

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The Employment Agreement imposes a post-employment confidentiality obligation upon Mr. LaRocco. This confidentiality covenant prohibits Mr. LaRocco from disclosing our using for his own gain any confidential information of State Auto unless and until such information becomes public knowledge or has come into the possession of other person by legal and equitable means other than as a result of disclosure by Mr. LaRocco.

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The Employment Agreement also imposes a post-employment non-competition covenant upon Mr. LaRocco. Except as described below, the non-competition covenant has a two-year term and prohibits Mr. LaRocco from engaging in the property, casualty or specialty insurance underwriting business or any other line(s) of business in which State Auto is operating at the time of his separation from service as an officer, director, consultant or employee of an insurer operating in any state where State Auto operates which has direct written premium in excess of $1 billion nationally as of the end of the calendar year immediately preceding Mr. LaRocco’s separation from service with State Auto. The non-competition period is reduced to one year if Mr. LaRocco’s separation of services was due to his voluntary termination of employment.

•	Mr. LaRocco has agreed that for a period of two years following termination of his employment, he will not directly or indirectly hire, solicit for hiring or otherwise induce any employee of State Auto to leave State Auto’s employment.

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•	The acquisition by any person of beneficial ownership of 30% or more of STFC’s outstanding voting securities;

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A change in the composition of the board of directors of STFC such that a majority of the directors (i) are not currently serving directors of STFC, or (ii) were not nominated by the Nominating and Governance Committee of STFC, or (iii) were not appointed by at least two thirds of the total number of directors who either are currently serving directors or were nominated by the Nominating and Governance Committee of STFC;

•	A merger involving STFC where STFC’s shareholders immediately prior to the merger own 50% or less of the combined voting power of the surviving entity immediately after the merger;

•	A sale or other disposition of all or substantially all of the assets of STFC, including a sale of assets or earning power aggregating more than 50% of the assets or earning power of STFC on a consolidated basis; or

•	A reorganization or other corporate event involving STFC which would have the same effect as any of the above-described events.

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An affiliation or merger involving State Auto Mutual which results in a change to the composition of the board of directors of State Auto Mutual or its successor such that a majority of the directors (i) are not currently serving directors of State Auto Mutual, or (ii) were not nominated by the Nominating Committee of State Auto Mutual, or (iii) were not appointed by at least two thirds of the total number of directors who either are currently serving directors or were nominated by the Nominating and Governance Committee of State Auto Mutual; or

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A conversion of State Auto Mutual to a stock corporation which results in a change to the composition of the board of directors of State Auto Mutual or its successor such that a majority of the directors (i) are not currently serving directors of State Auto Mutual, or (ii) were not nominated by the Nominating and Governance Committee of State Auto Mutual, or (iii) were not appointed by at least two thirds of the total number of directors who either are currently serving directors or were nominated by the Nominating and Governance Committee of State Auto Mutual.

•	By STFC or State Auto Mutual at any time within 24 months after a Change of Control;

•	By Mr. LaRocco for Good Reason (as defined in the Executive Agreement) at any time within 24 months after a Change of Control; or

•	By STFC or State Auto Mutual at any time 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.

•	A lump-sum cash payment equal to 2.99 times Mr. LaRocco’s annual base salary;

•	A lump-sum cash payment equal to 2.99 times Mr. LaRocco's Average Annual Award. Mr. LaRocco is also entitled to receive a prorated annual incentive payment for the year in which the Change of Control occurs; and

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•	An amount equal to State Auto's then current monthly per employee cost of providing State Auto's health insurance benefit multiplied by 36.

•	Out-placement benefits in an amount up to a maximum of $35,000 plus travel expense of up to $5,000.

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