Common use of Additional Indemnification Clause in Contracts

Additional Indemnification. In addition to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the indemnification provided for in Section 2 following provisions of this AgreementSection 3, State Auto the Company shall indemnify the Executive Officer Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a director of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement settlement, actually and reasonably incurred by the Executive Officer Indemnitee in connection therewith including any appeal of or on from any judgment or decision; PROVIDED, HOWEVER, that the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3 to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has based upon or attributable to the Indemnitee having actually been made realized a personal gain or profit to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionwhich he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made including profit from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (or profit arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions of state statutory law or common law;Rule 10b-5 promulgated thereunder. (fb) With respect A determination as to any conduct of whether the Executive Officer that does not directly relate Indemnitee shall be entitled to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company as they are actually and reasonably incurred in advance of the final disposition of such claim under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(b) hereof.

Additional Indemnification. In addition Without limiting any right that the Indemnitee may have pursuant to Section 1 hereof or any other provision of this Agreement or the Articles and Memorandum, any applicable law, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder and subject to the indemnification provided for in Section 2 following provisions of this AgreementSection 2, State Auto the Company shall indemnify the Executive Officer Indemnitee against any amount that the Indemnitee is or becomes obligated to pay relating to or arising out of any claim made against the Indemnitee because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that the Indemnitee commits, suffers, permits, or acquiesces in while acting in the Indemnitee’s capacity as a director, officer, employee or agent of the Company. The payments that the Company is obligated to make pursuant to this Section 2 include, without limitation, any and all Expenses, judgments, penalties, fines, excise taxes Other Payments and amounts paid in settlement any and all Expenses actually and reasonably incurred by the Executive Officer Indemnitee in connection therewith including any appeal of or on from any judgment or decision; provided, however, that the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 2 to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (a) In connection with to the extent of any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, fine or similar governmental imposition that the Executive Officer’s actions were knowingly fraudulentCompany is prohibited by applicable law from paying that results from a final, deliberately dishonest or willfully wrongful;non-appealable order; or (b) In connection with any Proceeding in which to the extent based upon or attributable to the Indemnitee having actually realized a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in personal gain or profit to which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made including, without limitation, profit from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which is recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (or profit arising from transactions in publicly-traded securities of the “Company that were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this AgreementRule 10b-5 promulgated thereunder.

Additional Indemnification. In addition to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer Director against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer Director or on the Executive OfficerDirector’s behalf if, by reason of the Executive Officer Director serving as a Corporate Fiduciary, the Executive Officer Director is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer Director in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive OfficerDirector’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer Director is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer Director under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer Director of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer Director that does not directly relate to the Executive OfficerDirector’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive OfficerDirector, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer Director against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer Director to enforce any of the Executive OfficerDirector’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition (a) Pursuant to Section 14A:3-5 of the Corporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a), State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in which claim against the Indemnitee if a court of competent jurisdiction determines, in a judgment or other final adjudication from which there adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is no further right of appealso made, that it shall be binding upon the Executive Officer’s actions were knowingly fraudulentCompany and the Indemnitee for all, deliberately dishonest or willfully wrongful;purposes. (b) In connection with Expenses (including without limitation attorneys’ and others’ fees and expenses) incurred by Indemnitee in defending any Proceeding actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 advance of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except final disposition thereof as authorized in accordance with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”4(b), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the indemnification provided for in Section 2 following provisions of this AgreementSection 3, State Auto the Company shall indemnify the Executive Officer Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a director or an officer of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement settlement, actually and reasonably incurred by the Executive Officer Indemnitee in connection therewith including any appeal of or on from any judgment or decision; PROVIDED, HOWEVER, that the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3 to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has based upon or attributable to the Indemnitee having actually been made realized a personal gain or profit to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionwhich he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made including profit from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (or profit arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions of state statutory law or common law;Rule 10b-5 promulgated thereunder. (fb) With respect A determination as to any conduct of whether the Executive Officer that does not directly relate Indemnitee shall be entitled to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company as they are actually and reasonably incurred in advance of the final disposition of such claim under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(b) hereof.

Additional Indemnification. In addition (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the indemnification provided for in Section 2 following provisions of this AgreementSection 3, State Auto the Company shall indemnify the Executive Officer Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, that he commits, suffers, permits or acquiesces in while acting in his capacity as a director of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, penalties, fines, excise taxes fines and amounts paid in settlement settlement, actually and reasonably incurred by the Executive Officer Indemnitee in connection therewith including any appeal of or on from any judgment or decision; provided, however, that the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3 to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying (as determined by final order of a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;jurisdiction); or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has based upon or attributable to the Indemnitee having actually been made realized a personal profit to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionwhich he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; including profit (eA) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended 1934 and (B) arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”), Act of 1934 or similar provisions of state statutory law or common law;Rule 10b-5 promulgated thereunder. (fb) With respect A determination as to any conduct of whether the Executive Officer that does not directly relate Indemnitee shall be entitled to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company as they are actually and reasonably incurred in advance of the final disposition of such claim under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(b) hereof.

Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 2, 3, or 4, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the name or right of State Auto)the Company to procure a judgment in its favor) against all Liabilities and Expenses suffered or incurred by Indemnitee in connection with such Proceeding: i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and ii. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (b) Notwithstanding any provision in this Agreement, the foregoing, State Auto Company shall not be obligated under this Agreement to provide make any indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted claim made against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of securities of State Auto the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f; provided, however, that this Section 6(b) With respect shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; further provided, however, that notwithstanding anything to the contrary stated or implied in this Section 6(b), indemnification pursuant to this Agreement relating to any conduct Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, Company pursuant to the powers vested provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in State Auto any a final, non-appealable judgment, by a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under applicable law. As applicableSection 16(b) of the Exchange Act or similar provisions of any federal, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementstate or local laws.

Additional Indemnification. In addition (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the indemnification provided for in Section 2 following provisions of this AgreementSection 3, State Auto the Company shall indemnify the Executive Officer Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as an officer of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement settlement, actually and reasonably incurred by the Executive Officer Indemnitee in connection therewith including any appeal of or on from any judgment or decision; PROVIDED, HOWEVER, that the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3 to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has based upon or attributable to the Indemnitee having actually been made realized a personal gain or profit to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionwhich he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made including profit from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (or profit arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions of state statutory law or common law;Rule 10b-5 promulgated thereunder. (fb) With respect A determination as to any conduct of whether the Executive Officer that does not directly relate Indemnitee shall be entitled to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company as they are actually and reasonably incurred in advance of the final disposition of such claim under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(b) hereof.

Additional Indemnification. In addition (a) Pursuant to Section 14A:3-5 of the Corporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a), State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which she is or becomes legally obligated to pay relating to or arising out of any claim made against her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which she commits, suffers, permits or acquiesces in while acting in her capacity as an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in which claim against the Indemnitee if a court of competent jurisdiction determines, in a judgment or other final adjudication from which there adverse to the Indemnitee establishes that her acts or omissions (i) were in breach of her duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be, required to be made in accordance with Section 4(a). If that determination is no further right of appealso made, that it shall be binding upon the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;Company and the Indemnitee for all purposes. (b) In connection with Expenses (including without limitation attorneys’and others’fees and expenses) incurred by Indemnitee in defending any Proceeding actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 advance of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except final disposition thereof as authorized in accordance with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”4(b), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3 or 4, the Corporation shall indemnify Indemnitee to the indemnification provided for fullest extent permitted by law in Section 2 accordance with the provisions of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or Section 8(a) if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all Expenses and judgments actually and reasonably incurred by Indemnitee in connection with such Proceeding, State Auto provided that no indemnity shall not be obligated made under this Agreement to provide indemnification Section 8(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Corporation or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law. (b) In connection Notwithstanding any limitation in Sections 3, 4 or 8(a), the Corporation shall indemnify Indemnitee with respect to any Proceeding in against Expenses, judgments and fines to the fullest extent permitted by the Act, including the nonexclusivity provision of ORS 57.260(3) and including any amendments to the Act adopted after the date hereof that may increase the extent to which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;corporation may indemnify its officers and directors. (c) In connection with The indemnification provided by this Agreement shall not be deemed exclusive of any Proceeding in other rights to which Indemnitee may be entitled under the only liability asserted against Second Restated Articles of Incorporation, the Executive Officer is pursuant to section 1701.95 Bylaws, any other agreement, any vote of shareholders or directors, the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect otherwise, both as to any conduct of the Executive Officer that does not directly relate action in Indemnitee's official capacity and as to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) action in another capacity while holding such office. The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement shall continue as to Indemnitee even though Indemnitee may have ceased to be a director or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant officer and shall inure to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under benefit of the procedures, heirs and subject to the presumptions, set forth in Sections 6 and 7 personal representatives of this AgreementIndemnitee.

Additional Indemnification. In addition (a) Pursuant to Section 12:83E of the LBCL, without limiting any right which the Indemnitee may have under Section 2, the Articles, the By-Laws, the LBCL, any policy of insurance or otherwise, but subject to the indemnification provided for limitations set forth in Section 2 2(f) and to any maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this AgreementSection 3(a), State Auto shall the Company will indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director or officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 will include without limitation damages, judgments, penalties, fines, excise taxes and amounts paid in settlement, fines and reasonable charges, costs, expenses, including attorneys’ fees, expenses of investigation, preparation, defense and settlement actually of Proceedings, and reasonably incurred by expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall Company will not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying and which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee gaining in fact a personal profit to which he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) of equity securities of the Company which are recoverable by the Executive Officer of securities of State Auto within the meaning of Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and profits arising from transactions in securities which were effected in violation of Section 10(b) or similar provisions of state statutory law or common law; (fSection 14(e) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive OfficerExchange Act, including any Proceeding (Rule 10b-5 or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiationRule 14e-3 promulgated thereunder; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto extent such claim is the result of the Indemnitees’s willful or intentional misconduct. The determination of whether the Indemnitee is entitled to indemnification under applicable law. As applicable, any determination this Section 3(a) shall be made under in accordance with Section 4(b). (b) Any and all costs, charges and expenses, including without limitation attorneys’ and others’ fees, actually and reasonably incurred by the procedures, Indemnitee in connection with any claim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid by the Company as incurred and subject to in advance of the presumptions, final disposition thereof in accordance with the procedure set forth in Sections 6 and 7 of this AgreementSection 4(e).

Additional Indemnification. In addition (a) Without limiting any right which the Indemnitee may have pursuant to the indemnification provided for in Section 2 hereof, the Declaration of this AgreementTrust, State Auto the By-Laws, the MGCL, any policy of insurance or otherwise, the Trust shall indemnify the Executive Officer Indemnitee against all Expensesany amounts which the Indemnitee is or becomes legally obligated to pay relating to or arising out of any Proceeding to which the Indemnitee is, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer iswas, or is threatened to be mademade a Party in connection with any act, a party failure to act or participant neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee commits, suffers, permits or acquiesces in any Proceeding (including a Proceeding by or while acting in an Indemnified Capacity; provided, however, that the right of State Auto). Notwithstanding the foregoing, State Auto Trust shall not be obligated under this Agreement Section 3(a) to provide indemnification indemnify the Indemnitee against any such amounts to the Executive Officer in the following situationsextent that: (ai) In connection with any Proceeding in which a court such indemnification would exceed the maximum indemnity permitted under applicable law at the time of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongfulIndemnitee's request for indemnification against such amount; (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication the Trust is otherwise prohibited by applicable law from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;paying such amounts; or (ciii) In connection with any the Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond which such Indemnified Amounts are incurred is based upon or attributable to the amount paid under any insurance policy Indemnitee actually receiving a personal benefit in money, property or other indemnity provision; (e) In connection with an accounting of services to which the Indemnitee was not legally entitled, including, without limitation, profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Trust which are recoverable by the Trust pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), or similar provisions of state statutory law or common law; (f) With respect to any conduct and profits arising from transactions in publicly traded securities of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated Trust which were effected by the Executive OfficerIndemnitee in violation of Section 10(b) of the Exchange Act, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) Rule 10b-5 promulgated thereunder. The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights Indemnitee shall request indemnification under this Agreement Section 3(a) in accordance with Section 4(a) hereof or in any other manner which the Indemnitee and the Trust shall reasonably agree. The determination of whether the Indemnitee shall be entitled to collect money due indemnification under this Agreement; (iiSection 3(a) The Board authorized shall be made in accordance with Section 4(b) hereof or in any other manner which the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides Indemnitee and the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable lawTrust shall reasonably agree. As applicable, any Any such determination shall be made under binding upon the procedures, Trust and subject to the presumptions, set forth Indemnitee for all purposes. (b) Expenses (including attorneys' fees) incurred by the Indemnitee in Sections 6 and 7 defending any Proceeding shall be paid by the Trust in advance of this Agreementthe final disposition thereof as authorized in accordance with Section 4(e) hereof.

Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer applicable law if Indemnitee is a party to or on the Executive Officer’s behalf ifthreatened to be made a party, by reason of the Executive Officer serving as a his or her Corporate FiduciaryStatus, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) against all Expenses, State Auto judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect to such Expenses, judgments, fines, penalties and amounts paid in settlement) incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be obligated unreasonably withheld. No indemnity shall be made under this Agreement to provide indemnification to the Executive Officer Section 7(a) on account of Indemnitee’s conduct which is finally adjudged in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were to have been knowingly fraudulent, deliberately dishonest or willfully wrongful;an act or omission not in good faith or involving willful misconduct. (b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 7(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerapplicable law” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: but not be limited to: (i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement; or replacement of the DGCL; and (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to DGCL adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors and persons serving in certain other capacities at the request of a corporation.

Additional Indemnification. In addition (a) Without limiting any right which the Indemnitee may have pursuant to the indemnification provided for in Section 2 hereof, the Declaration of this AgreementTrust, State Auto the By-Laws, the MGCL, any policy of insurance or otherwise, the Trust shall indemnify the Executive Officer Indemnitee against all Expensesany amounts which the Indemnitee is or becomes legally obligated to pay relating to or arising out of any Proceeding to which the Indemnitee is, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer iswas, or is threatened to be mademade a Party in connection with any act, a party failure to act or participant neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee commits, suffers, permits or acquiesces in any Proceeding (including a Proceeding by or while acting in an Indemnified Capacity; provided, however, that the right of State Auto). Notwithstanding the foregoing, State Auto Trust shall not be obligated under this Agreement Section 3(a) to provide indemnification indemnify the Indemnitee against any such amounts to the Executive Officer in the following situationsextent that: (ai) In connection with any Proceeding in which a court such indemnification would exceed the maximum indemnity permitted under applicable law at the time of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive OfficerIndemnitee’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongfulrequest for indemnification against such amount; (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication the Trust is otherwise prohibited by applicable law from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;paying such amounts; or (ciii) In connection with any the Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond which such Indemnified Amounts are incurred is based upon or attributable to the amount paid under any insurance policy Indemnitee actually receiving a personal benefit in money, property or other indemnity provision; (e) In connection with an accounting of services to which the Indemnitee was not legally entitled, including, without limitation, profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Trust which are recoverable by the Trust pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct and profits arising from transactions in publicly traded securities of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated Trust which were effected by the Executive OfficerIndemnitee in violation of Section 10(b) of the Exchange Act, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) Rule 10b-5 promulgated thereunder. The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights Indemnitee shall request indemnification under this Agreement Section 3(a) in accordance with Section 4(a) hereof or in any other manner which the Indemnitee and the Trust shall reasonably agree. The determination of whether the Indemnitee shall be entitled to collect money due indemnification under this Agreement; (iiSection 3(a) The Board authorized shall be made in accordance with Section 4(b) hereof or in any other manner which the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides Indemnitee and the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable lawTrust shall reasonably agree. As applicable, any Any such determination shall be made under binding upon the procedures, Trust and subject to the presumptions, set forth Indemnitee for all purposes. (b) Expenses (including attorneys’ fees) incurred by the Indemnitee in Sections 6 and 7 any Proceeding shall be paid by the Trust in advance of this Agreementthe final disposition thereof as authorized in accordance with Section 4(e) hereof.

Additional Indemnification. In addition (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the indemnification provided for in Section 2 following provisions of this AgreementSection 3, State Auto the Company shall indemnify the Executive Officer Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, that he commits, suffers, permits or acquiesces in while acting in his capacity as a director of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, penalties, fines, excise taxes fines and amounts paid in settlement settlement, actually and reasonably incurred by the Executive Officer Indemnitee in connection therewith including any appeal of or on from any judgment or decision; provided, however, that the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3 to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying (as determined by final order of a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;jurisdiction); or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has based upon or attributable to the Indemnitee having actually been made realized a personal profit to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionwhich he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; including profit (eA) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended 1934 or (B) arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”), Act of 1934 or similar provisions of state statutory law or common law;Rule 10b-5 promulgated thereunder. (fb) With respect A determination as to any conduct of whether the Executive Officer that does not directly relate Indemnitee shall be entitled to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination Section 3 shall be made in accordance with Section 6(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company as they are actually and reasonably incurred in advance of the final disposition of such claim under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 6(b) hereof.

Additional Indemnification. In addition (a) Pursuant to Section 145(f) of the DGCL, without limiting any right which the Indemnitee may have under Section 2, the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the indemnification provided for limitations set forth in Section 2 2(f) and to any maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this AgreementSection 3(a), State Auto shall the Company will indemnify the Executive Officer Indemnitee against all Expensesany amount which such Indemnitee is or becomes legally obligated to pay relating to or arising out of any claim made against such Indemnitee because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which such Indemnitee commits, suffers, permits or acquiesces in while acting in such Indemnitee's capacity as a director, officer or controlling person of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 will include without limitation damages, judgments, penalties, fines, excise taxes and amounts paid in settlement and reasonable charges, costs and expenses, including expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Company will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee: (i) to the extent of any fine or similar governmental imposition which the Company is prohibited by applicable law from paying and which results from a final, non appealable order; or (ii) to the extent based upon or attributable to the Indemnitee gaining in fact a personal profit to which such Indemnitee was not legally entitled, including The determination of whether the Indemnitee is entitled to indemnification under this Section 3(a) shall be made in accordance with Section 4(b). (b) Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant Indemnitee in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in claim for which the only liability asserted against the Executive Officer is Indemnitee may be entitled to indemnification pursuant to section 1701.95 Section 3(a) will be paid by the Company as incurred and in advance of the OCL; (d) To final disposition thereof in accordance with the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(e).

Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company hereby covenants and agrees to indemnify and hold harmless Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Autothe Company to procure a judgment in its favor) against all liabilities, obligations to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to any employee benefit plan), and Liabilities and Expenses incurred by Indemnitee in connection with the Proceeding. Notwithstanding In furtherance and not in limitation of the foregoing, State Auto the Company shall not be obligated under indemnify and hold harmless Indemnitee (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to provide indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determineslimited liability company, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest corporation or willfully wrongful;other business enterprise may indemnify its officers and directors. (b) In Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by applicable law, Indemnitee shall be indemnified for any Expenses associated with Indemnitee’s contemplated or actual departure from the Board of Directors of XpresSpa Group, Inc., including but not limited to, Indemnitee’s legal fees in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication Indemnitee’s contemplated or actual departure from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Board. (c) In Notwithstanding any other provision of this Agreement and notwithstanding any concurrent or ongoing representation of Indemnitee by the Company’s legal counsel, Indemnitee shall be indemnified for any Expenses and legal fees incurred by Indemnitee in connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 litigation or appeal of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisioncase captioned Moreton Binn and Mxxxxxx F, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.LLC v.

Additional Indemnification. In addition (a) Pursuant to Section 145(f) of the GCL, without limiting any right which Indemnitee may have pursuant to Section 2 hereof, the Certificate, the Bylaws, the GCL, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement4(a) hereof, State Auto the Company shall indemnify Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director of the Executive Officer against all ExpensesCompany, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include, without limitation, damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situationsconnection with any claim against Indemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee gaining in fact a personal profit to which he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, or similar provisions of state statutory law or common law; (f) With respect to any conduct and profits arising from transactions in publicly traded securities of the Executive Officer that does not directly relate to Company which were effected by Indemnitee in violation of Section 10(b) of the Executive Officer’s services Securities Exchange Act of 1934, as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officeramended, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiationRule 10b-5 promulgated thereunder; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptionsprovisions of Section 7(c) hereof, set forth to the extent based upon or attributable to any actions, suits or proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, but indemnification may be provided by the Company if the Board finds it to be appropriate. The determination of whether Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be, made in Sections 6 accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and 7 Indemnitee for all purposes. (b) All expenses (including without limitation attorneys' fees) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in advance of this Agreementthe final disposition thereof as authorized in accordance with Section 4(b) hereof.

Additional Indemnification. In addition (a) Pursuant to Section 14A:3-5 of the Corporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a), State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which she is or becomes legally obligated to pay relating to or arising out of any claim made against her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which she commits, suffers, permits or acquiesces in while acting in her capacity as an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in which claim against the Indemnitee if a court of competent jurisdiction determines, in a judgment or other final adjudication from which there adverse to the Indemnitee establishes that her acts or omissions (i) were in breach of her duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is no further right of appealso made, that it shall be binding upon the Executive Officer’s actions were knowingly fraudulentCompany and the Indemnitee for all, deliberately dishonest or willfully wrongful;purposes. (b) In connection with Expenses (including without limitation attorneys' and others' fees and expenses) incurred by Indemnitee in defending any Proceeding actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 advance of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except final disposition thereof as authorized in accordance with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”4(b), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition to (a) Notwithstanding any limitation in Sections 4 or 5, the indemnification provided for in Section 2 of this Agreement, State Auto Corporation shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid Indemnitee to the fullest extent permitted by law in settlement actually and reasonably incurred by accordance with the Executive Officer or on provisions of this Section 9(a) if the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) involving a claim against the Indemnitee for breach of fiduciary duty by the Indemnitee, State Auto against any judgments and all Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding, except that the Corporation shall not be obligated make any indemnity under this Agreement to provide indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:9(a): (i) The Proceeding is brought by the Executive Officer to enforce any on account of the Executive Officer’s rights under this Agreement Indemnitee's conduct that constitutes a breach of the Indemnitee's duty of loyalty to the Corporation or to collect money due under this Agreementits stockholders; (ii) The Board authorized on account of the Proceeding (Indemnitee's acts or any part omissions not in good faith, intentional misconduct, knowing violations of any Proceeding) prior to its initiationlaw, fraud or deliberately dishonest conduct; or (iii) State Auto provides if a final decision by a court having jurisdiction in the indemnificationmatter determines that such indemnification is unlawful. (b) Notwithstanding any limitation in Sections 4, in its sole discretion5 or 9(a), pursuant the Corporation will indemnify the Indemnitee with respect to any Proceeding against Expenses, judgments and fines to the powers vested in State Auto fullest extent permitted by the Act, including the nonexclusivity provision of ORS 60.414 and including any amendments to the Act adopted after the date hereof that may increase the extent to which a corporation may indemnify its officers and directors. (c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under applicable law. As applicablethe Articles, the Bylaws, any determination other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in the Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to the Indemnitee even though the Indemnitee may have ceased to be made under a director or officer and shall inure to the proceduresbenefit of the heirs, executors, administrators, and subject to personal representatives of the presumptions, set forth in Sections 6 and 7 of this AgreementIndemnitee.

Additional Indemnification. In addition to (a) Notwithstanding any limitation in Sections 4 or 5, the indemnification provided for in Section 2 of this Agreement, State Auto Corporation shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid Indemnitee to the fullest extent permitted by law in settlement actually and reasonably incurred by accordance with the Executive Officer or on provisions of this Section 9(a) if the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) involving a claim against the Indemnitee for breach of fiduciary duty by the Indemnitee, State Auto against any judgments and all Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding, except that the Corporation shall not be obligated make any indemnity under this Agreement to provide indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:9(a): (i) The Proceeding is brought by the Executive Officer to enforce any on account of the Executive Officer’s rights under this Agreement Indemnitee's conduct that constitutes a breach of the Indemnitee's duty of loyalty to the Corporation or to collect money due under this Agreementits stockholders; (ii) The Board authorized on account of the Proceeding (Indemnitee's acts or any part omissions not in good faith, intentional misconduct, knowing violations of any Proceeding) prior to its initiationlaw, fraud or deliberately dishonest conduct; or (iii) State Auto provides if a final decision by a court having jurisdiction in the indemnificationmatter determines that such indemnification is unlawful. (b) Notwithstanding any limitation in Sections 4, in its sole discretion5 or 9(a), pursuant the Corporation will indemnify the Indemnitee with respect to any Proceeding against Expenses, judgments and fines to the powers vested in State Auto fullest extent permitted by the Act, including the nonexclusivity provision of ORS 60.414 and including any amendments to the Act adopted after the date hereof that may increase the extent to which a corporation may indemnify its officers and directors. (c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under applicable law. As applicablethe Articles, the Bylaws, any determination shall be made under other agreement, any vote of shareholders or directors, the proceduresAct, or otherwise, both as to action in the Indemnitee's official capacity and subject as to the presumptions, set forth action in Sections 6 and 7 of this Agreement.another capacity while holding such

Additional Indemnification. In addition (a) Pursuant to Section 145(f) of the DGCL, without limiting any right which the Indemnitee may have under Section 2, the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the indemnification provided for limitations set forth in Section 2 2(f) and to any maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this AgreementSection 3(a), State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount that he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, that he commits, suffers, permits or acquiesces in while acting in his capacity as a director or officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments that the Company is obligated to make pursuant to this Section 3 shall include damages, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by reasonable charges, costs and expenses, including expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, fine or similar governmental imposition that the Executive Officer’s actions were knowingly fraudulentCompany is prohibited by applicable law from paying and that results from a final, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee gaining in fact a personal profit to which he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including profits made from the purchase and sale (or sale and purchase) of equity securities of the Company which are recoverable by the Executive Officer of securities of State Auto within the meaning of Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and profits arising from transactions in securities which were effected in violation of Section 10(b) or similar provisions Section 14(e) of state statutory law the Exchange Act, including Rule 10b-5 or common law;Rule 14e-3 promulgated thereunder. The determination of whether the Indemnitee is entitled to indemnification under this Section 3(a) shall be made in accordance with Section 4(b). (fb) With respect to any conduct of Any and all costs, charges and expenses, including attorneys' and others' fees, actually and reasonably incurred by the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In Indemnitee in connection with any Proceeding (or any part of any Proceedingclaim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) initiated will be paid by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any Company as incurred and in advance of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized final disposition thereof in accordance with the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(e).

Additional Indemnification. In addition (a) Pursuant to Article 2.02-1 of the TBCA, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Certificate, the Bylaws, the TBCA, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a) hereof, State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a [director] [officer] of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company's is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in claim against the Indemnitee to the extent (i) of any fine or similar governmental imposition which a court of competent jurisdiction determines, the Company is prohibited by applicable law from paying which results in a final adjudication from final, nonappealable order or (ii) based upon or attributable to the Indemnitee gaining in fact a personal profit to which there is no further right of appealhe was not legally entitled, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), or similar provisions and profits arising from transactions in publicly traded securities of state statutory law or common law;the Company which were effected by the Indemnitee in violation of Section 10(b) of the Exchange Act, including Rule 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes. (fb) With respect to Expenses (including without limitation attorneys' and others' fees and expenses) incurred by Indemnitee in defending any conduct actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in advance of the Executive Officer that does not directly relate to the Executive Officer’s services final disposition thereof as a Corporate Fiduciary; or (gauthorized in accordance with Section 4(b) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementhereof.

Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, Ensco Delaware shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany or Ensco Delaware to procure a judgment in its favor) against all Expenses, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer demands, actions, payments, judgments, fines, liabilities, losses, damages and amounts paid in the following situations: (a) In settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;Proceeding. (b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 8(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerapplicable law” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to: (i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provisions of the Executive Officer’s rights under this Agreement General Corporation Law of the State of Delaware (the “DGCL”) that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to collect money due under this Agreementor replacement of the DGCL or such provisions thereof; (ii) The Board authorized to the Proceeding (fullest extent permitted by the provisions of the Articles that authorize, permit or any part contemplate additional indemnification by agreement, court action or the corresponding provision of any Proceeding) prior amendment to its initiation; oror replacement of the Articles or such provisions thereof; (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicablefullest extent permitted by the provisions of English law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any determination shall be made under the procedures, and subject amendment to or replacement of English law or such provisions thereof; and (iv) to the presumptionsfullest extent authorized or permitted by any amendments to or replacements of the DGCL or English law (or such successor law), set forth in Sections 6 and 7 the Articles or the agreement or court action adopted, entered into or that are adjudicated after the date of this AgreementAgreement that increase the extent to which a company may indemnify its directors, secretaries, officers and executives.

Additional Indemnification. In addition (a) Pursuant to Section 14A:3-5 of the Corporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a), State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in which claim against the Indemnitee if a court of competent jurisdiction determines, in a judgment or other final adjudication from which there adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is no further right of appealso made, that it shall be binding upon the Executive Officer’s actions were knowingly fraudulentCompany and the Indemnitee for all, deliberately dishonest or willfully wrongful;purposes. (b) In connection with Expenses (including without limitation attorneys’ and others’ fees and expenses) incurred by Indemnitee in defending any Proceeding actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 advance of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except final disposition thereof as authorized in accordance with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”4(b), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition (a) Notwithstanding any limitation in Section 3 or 4, the Company shall indemnify Indemnitee in accordance with the provisions of this Section 8(a) to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all Expenses, State Auto judgments and fines actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided that no indemnity shall not be obligated made under this Agreement to provide indemnification Section 8(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Company or its shareholders, is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations: (a) In connection law, or with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;respect to an unlawful distribution under ORS 60.367. (b) In Notwithstanding any limitation in Section 3, 4 or 8(a), the Company shall indemnify Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with the Proceeding to the fullest extent permitted by the Act, including the nonexclusivity provision of ORS 60.414(1) and any Proceeding in successor provision and including any amendments to the Act adopted after the date hereof that may increase the extent to which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;corporation may indemnify its directors. (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) The indemnification provided by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does this Agreement shall not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part be deemed exclusive of any Proceeding) initiated by other rights to which Indemnitee may be entitled under the Executive OfficerArticles, including Bylaws, any Proceeding (other agreement, any vote of shareholders or any part of any Proceeding) initiated by directors, the Executive Officer against State Auto Act or other Corporate Fiduciariesotherwise, unless: (i) both as to action in Indemnitee's official capacity or as to action in another capacity while holding that office. The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or shall continue as to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior Indemnitee even though Indemnitee may have ceased to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant be a director and shall inure to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, benefit of Indemnitee's heirs and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementpersonal representatives.

Additional Indemnification. In addition to the indemnification provided for (a) Notwithstanding any limitation in Section 2 of this Agreement4 or 5, State Auto the Corporation shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid Indemnitee to the fullest extent permitted by law in settlement actually and reasonably incurred by accordance with the Executive Officer or on provisions of this Section 9(a) if the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) involving a claim against the Indemnitee for breach of fiduciary duty by the Indemnitee, State Auto against any judgments and all Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding, except that the Corporation shall not be obligated make any indemnity under this Agreement to provide indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:9(a): (i) The Proceeding is brought by the Executive Officer to enforce any on account of the Executive Officer’s rights under this Agreement Indemnitee's conduct that constitutes a breach of the Indemnitee's duty of loyalty to the Corporation or to collect money due under this Agreementits shareholders; (ii) The Board authorized on account of the Proceeding (Indemnitee's acts or any part omissions not in good faith, intentional misconduct, knowing violations of any Proceeding) prior to its initiationlaw, fraud or deliberately dishonest conduct; or (iii) State Auto provides if a final decision by a court having jurisdiction in the indemnificationmatter determines that such indemnification is unlawful. (b) Notwithstanding any limitation in Section 4, in its sole discretion5 or 9(a), pursuant the Corporation shall indemnify the Indemnitee with respect to any Proceeding against Expenses, judgments and fines to the powers vested in State Auto fullest extent permitted by the Act, including the nonexclusivity provision of ORS 670.414 and including any amendments to the Act adopted after the date hereof that may increase the extent to which a corporation may indemnify its officers and directors. (c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under applicable law. As applicablethe Articles, the Bylaws, any determination other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in the Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to the Indemnitee even though the Indemnitee may have ceased to be made under a director or officer and shall inure to the proceduresbenefit of the heirs, executors, administrators, and subject to personal representatives of the presumptions, set forth in Sections 6 and 7 of this AgreementIndemnitee.

Additional Indemnification. In addition (a) Pursuant to Section 12:83E of the LBCL, without limiting any right which the Indemnitee may have under Section 2, the Articles, the By-Laws, the LBCL, any policy of insurance or otherwise, but subject to the indemnification provided for limitations set forth in Section 2 2(f) and to any maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this AgreementSection 3(a), State Auto shall the Company will indemnify the Executive Officer Indemnitee against all Expensesany amount which he or she is or becomes legally obligated to pay relating to or arising out of any claim made against him or her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which he or she commits, suffers, permits or acquiesces 3 in while acting in his or her capacity as a director or officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 will include without limitation damages, judgments, penalties, fines, excise taxes and amounts paid in settlement, fines and reasonable charges, costs, expenses, including attorneys' fees, expenses of investigation, preparation, defense and settlement actually of Proceedings, and reasonably incurred by expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall Company will not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying and which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to the Indemnitee gaining in fact a personal profit to which he or on behalf of the Executive Officer under any insurance policy or other indemnity provisionshe was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) of equity securities of the Company which are recoverable by the Executive Officer of securities of State Auto within the meaning of Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and profits arising from transactions in securities which were effected in violation of Section 10(b) or similar provisions of state statutory law or common law; (fSection 14(e) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive OfficerExchange Act, including any Proceeding (Rule 10b-5 or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiationRule 14e-3 promulgated thereunder; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto extent such claim is the result of the Indemnitees's willful or intentional misconduct. The determination of whether the Indemnitee is entitled to indemnification under applicable law. As applicable, any determination this Section 3(a) shall be made under in accordance with Section 4(b). (b) Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the procedures, Indemnitee in connection with any claim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid by the Company as incurred and subject to in advance of the presumptions, final disposition thereof in accordance with the procedure set forth in Sections 6 and 7 of this AgreementSection 4(e).

Additional Indemnification. In addition It is the intention of the Company that the Indemnitees be indemnified hereunder to the indemnification greatest extent permitted or authorized under applicable law. If and to the extent that (a) the BCL is amended hereafter to require or permit indemnification, expense advancement or exculpation that is or may be more favorable to the Indemnitees than the maximum permissible indemnification, expense advancement and exculpation now permitted thereunder and provided in this Agreement, or (b) the Company reincorporates in or merges, consolidates or combines into or with any other corporation or entity by virtue of which transaction the Company is not the surviving, resulting or acquiring corporation and the surviving, resulting or acquiring corporation is incorporated in a different jurisdiction which at such time requires or permits indemnification, expense advancement or exculpation that is or may be more favorable to the Indemnitees than the maximum permissible indemnification, expense advancement and exculpation now permitted under the BCL and provided in this Agreement, then pursuant to this Agreement the Indemnitees shall be entitled to, and this Agreement shall be deemed to be amended to provide for the Indemnitees' contractual entitlement to, indemnification, expense advancement and exculpation to the maximum extent that may be permitted or required under such applicable law at the time of any initial or subsequent request for indemnity hereunder, whether or not the Company has adopted any Charter or By-law provisions adopting, effecting or implementing any provisions thereof which are permissive and not mandatory in nature. Nothing contained herein shall be deemed to detract from, diminish, impair, limit or adversely affect any right which the Indemnitees may have under this Agreement, and to the extent that any terms, conditions or provisions of this Agreement (including, without limitation, those in Section 2 1 hereof) are more favorable to the Indemnitees than the maximum indemnification, expense advancement and exculpation then permitted or required under such applicable law, then such terms, conditions and provisions of this Agreement shall be preserved and integrated with such more favorable terms from then-applicable law and shall continue to apply to the Indemnitees' rights by virtue of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, by reason . The same expansion of the Executive Officer serving as a Corporate FiduciaryIndemnitees' rights and deemed inclusion herein and integration herewith of any terms, the Executive Officer is, conditions or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification provisions more favorable to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except Indemnitees shall occur upon and with respect to any excess beyond amendment of the amount paid under provisions relating to indemnification, expense advancement and exculpation in the Company's Certificate of Incorporation (the "Charter") or By-laws and any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) provision by the Executive Officer of securities of State Auto within the meaning of Section 16(b) Company to any other officer or director of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part Company of any Proceeding) initiated by the Executive Officer, including any Proceeding (other different form of indemnification contract or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementagreement.

Additional Indemnification. In addition (a) Without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Charter, the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a) hereof, State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director and officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation judgments, penaltiesliabilities, fines, excise taxes and amounts paid in settlement actually as settlements, costs and reasonably incurred by expenses, of legal actions, suits or proceedings and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which a court of competent jurisdiction determines, the Company is prohibited by applicable law from paying which results in a final adjudication from which there is no further right of appealfinal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee gaining in fact a personal profit to which he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (and profits arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions including Rule 10b-5 promulgated thereunder. The determination of state statutory law or common law;whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a) 4 -4- hereof. If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes. (fb) With respect to Expenses (including without limitation attorneys' fees) incurred by Indemnitee in defending any conduct actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the Executive Officer that does not directly relate to the Executive Officer’s services final disposition thereof as a Corporate Fiduciary; or (gauthorized in accordance with Section 4(b) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementhereof.

Additional Indemnification. In addition (a) Pursuant to Section 145(f) of the DGCL, without limiting any right which the Indemnitee may have under Section 2, the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the indemnification provided for limitations set forth in Section 2 2(f) and to any maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this AgreementSection 3(a), State Auto shall the Company will indemnify the Executive Officer Indemnitee against all Expensesany amount which he or she is or becomes legally obligated to pay relating to or arising out of any claim made against him or her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which he or she commits, suffers, permits or acquiesces in while acting in his or her capacity as a director or officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 will include without limitation damages, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by reasonable charges, costs and expenses, including expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall Company will not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying and which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;non appealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to the Indemnitee gaining in fact a personal profit to which he or on behalf of the Executive Officer under any insurance policy or other indemnity provisionshe was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) of equity securities of the Company which are recoverable by the Executive Officer of securities of State Auto within the meaning of Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and profits arising from transactions in securities which were effected in violation of Section 10(b) or similar provisions Section 14(e) of state statutory law the Exchange Act, including Rule 10b-5 or common law;Rule 14e-3 promulgated thereunder. The determination of whether the Indemnitee is entitled to indemnification under this Section 3(a) shall be made in accordance with Section 4(b). (fb) With respect to any conduct of Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In Indemnitee in connection with any Proceeding (or any part of any Proceedingclaim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) initiated will be paid by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any Company as incurred and in advance of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized final disposition thereof in accordance with the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(e).

Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company will indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer fullest extent permitted by Applicable Law against all Expenses, judgments, penalties, fines, excise taxes fines and amounts paid in settlement actually and reasonably incurred by the Executive Officer Indemnitee or on the Executive OfficerIndemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the Executive Officer serving as right of the Company to procure a Corporate Fiduciaryjudgment in its favor). (b) If (i) an Indemnitee is or was a representative of or affiliated with one or more corporate entities, including but not limited to a Sponsor Entity, that has invested in the Executive Officer Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Sponsor Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionProceeding, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, Appointing Stockholder’s involvement in its sole discretion, pursuant the Sponsor Proceeding or other Proceeding relates to or arises in whole or in part from (v) any claim based on Indemnitee’s service to the powers vested Company as a director or other fiduciary of the Company, (w) Appointing Stockholder’s appointment of or affiliation with Indemnitee (x) any action taken by the Company that was approved by the Company’s Board or (y) facts or circumstances that are the same or substantially similar to the facts and circumstances that form the basis of claims that have been, could have been or could be brought against the Indemnitee in State Auto under applicable law. As applicablea Proceeding, any determination regardless of whether the legal basis of the claims against the Indemnitee and Appointing Stockholder are the same or similar, then Appointing Stockholder shall be made under entitled to indemnification hereunder for Expenses to the proceduressame extent as Indemnitee, and subject to the presumptions, set forth in Sections 6 and 7 terms of this AgreementAgreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder. The Company and Indemnitee agree that each Appointing Stockholder is an express third party beneficiary of the terms of this Section 8(b).

Additional Indemnification. In addition (a) Pursuant to Section 12:83E of the LBCL, without limiting any right which the Indemnitee may have under Section 2, the Articles, the By-Laws, the LBCL, any policy of insurance or otherwise, but subject to the indemnification provided for limitations set forth in Section 2 2(f) and to any maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this AgreementSection 3(a), State Auto shall the Company will indemnify the Executive Officer Indemnitee against all Expensesany amount which he or she is or becomes legally obligated to pay relating to or arising out of any claim made against him or her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which he or she commits, suffers, permits or acquiesces in while acting in his or her capacity as a director or officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 will include without limitation damages, judgments, penalties, fines, excise taxes and amounts paid in settlement, fines and reasonable charges, costs, expenses, including attorneys’ fees, expenses of investigation, preparation, defense and settlement actually of Proceedings, and reasonably incurred by expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall Company will not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying and which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to the Indemnitee gaining in fact a personal profit to which he or on behalf of the Executive Officer under any insurance policy or other indemnity provisionshe was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) of equity securities of the Company which are recoverable by the Executive Officer of securities of State Auto within the meaning of Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and profits arising from transactions in securities which were effected in violation of Section 10(b) or similar provisions of state statutory law or common law; (fSection14(e) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive OfficerExchange Act, including any Proceeding (Rule 10b-5 or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiationRule 14e-3 promulgated thereunder; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto extent such claim is the result of the Indemnitees’s willful or intentional misconduct. The determination of whether the Indemnitee is entitled to indemnification under applicable law. As applicable, any determination this Section 3(a) shall be made under in accordance with Section 4(b). (b) Any and all costs, charges and expenses, including without limitation attorneys’ and others’ fees, actually and reasonably incurred by the procedures, Indemnitee in connection with any claim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid by the Company as incurred and subject to in advance of the presumptions, final disposition thereof in accordance with the procedure set forth in Sections 6 and 7 of this AgreementSection 4(e).

Additional Indemnification. In addition (a) Pursuant to Section 14A:3-5 of the Corporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a), State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director or executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefore, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in which claim against the Indemnitee if a court of competent jurisdiction determines, in a judgment or other final adjudication from which there adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is no further right of appealso made, that it shall be binding upon the Executive Officer’s actions were knowingly fraudulentCompany and the Indemnitee for all, deliberately dishonest or willfully wrongful;purposes. (b) In connection with Expenses (including without limitation attorneys’ and others’ fees and expenses) incurred by Indemnitee in defending any Proceeding actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 advance of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except final disposition thereof as authorized in accordance with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”4(b), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition (a) Pursuant to Section 14A:3-5 of the Corporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a), State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which she is or becomes legally obligated to pay relating to or arising out of any claim made against her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which she commits, suffers, permits or acquiesces in while acting in her capacity as an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in which claim against the Indemnitee if a court of competent jurisdiction determines, in a judgment or other final adjudication from which there adverse to the Indemnitee establishes that her acts or omissions (i) were in breach of her duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is no further right of appeal, that so made it shall be binding upon the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;Company and the Indemnitee for all purposes. (b) In connection with Expenses (including without limitation attorneys’and others’fees and expenses) incurred by Indemnitee in defending any Proceeding actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 advance of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except final disposition thereof as authorized in accordance with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”4(b), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer in the following situations: (a) In Each Security Holder shall severally indemnify the Parent Indemnified Parties for any Damages incurred by any Acquired Entity in connection with (i) the disputes set forth on SCHEDULE 8.10(a) of this Agreement (the "DISPUTES"), (ii) any Proceeding Tax Liability relating to state income tax payable to states in which any Acquired Entity has franchisees but does not pay such tax, any Tax Liability relating to use tax payable to states in which the Acquired Entities do not pay such tax, payroll tax payable with respect to independent contractors of any Acquired Entity, and/or escheat or unclaimed property reporting (a court "SPECIAL TAX CLAIM"), and (iii) the Company's inability to collect consistent data records for meal and break periods for non-exempt positions (the "FLSA CLAIM" and, collectively with the Disputes and the Special Tax Claim, the "SPECIAL INDEMNITY ITEMS"). The Security Holders' indemnification obligations under this SECTION 8.10 shall survive for a period of competent jurisdiction determineseighteen months after the Closing Date, in a final adjudication from which there is no further right of appeal, that and the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;Security Holders' aggregate Liability for indemnification under this SECTION 8.10 shall not exceed $4,000,000. (b) In The Company shall continue to contest and defend the Disputes. Such contest and defense shall be conducted by reputable attorneys employed by the Company and approved by the Sellers' Representative (which approval will not be unreasonably withheld or delayed). Sellers' Representative shall be deemed to have approved counsel currently engaged by the Company in connection with any Proceeding the Disputes and such counsel shall not be changed without good reason. The Company may not concede, settle or compromise the Disputes without the consent of the Sellers' Representative, which consent will not be unreasonably withheld or delayed in which a court light of competent jurisdiction determines, in a final adjudication from which there is no further right all factors of appeal, that indemnification under the specific circumstances would be unlawful;importance to such party. (c) In connection with any Proceeding in which If the only liability asserted Company shall have a claim against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except Security Holders with respect to any excess beyond a FLSA Claim or a Special Tax Claim, the Company shall deliver notice of such claim with reasonable promptness to the Sellers' Representative. The failure to give such notice shall not affect whether the Security Holders are liable for reimbursement unless such failure has resulted in the loss of substantive rights with respect to the Sellers' Representative's ability to defend such claim, and then only to the extent of such loss. If the Sellers' Representative notifies the Company that it does not dispute the claim described in such notice or fails to notify the Company within 30 days after delivery of such notice by the Company whether the Sellers' Representative disputes the claim described in such notice, the Damages in the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting specified in the Company's notice will be conclusively deemed a liability of profits made the Security Holders and the amount of Damages shall be released to the Company from the purchase and sale (or sale and purchase) by Special Indemnity Account in accordance with the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Indemnity Escrow Agreement.

Additional Indemnification. In addition (a) Pursuant to Section 565 of the BCA, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Articles, the By-Laws, the BCA, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a) hereof, State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which the Indemnitee is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee commits, suffers, permits or acquiesces in while acting in such capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding to the extent based upon or attributable to the Indemnitee gaining in which fact a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in personal profit to which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (amended, and profits arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions as amended, including Rule l0b-5 promulgated thereunder. The determination of state statutory law or common law;whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes. (fb) With respect to Expenses (including without limitation attorneys' and others' fees and expenses) incurred by Indemnitee in defending any conduct actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in advance of the Executive Officer that does not directly relate to the Executive Officer’s services final disposition thereof as a Corporate Fiduciary; or (gauthorized in accordance with Section 4(b) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementhereof.

Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3 or 4, the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 8(a) to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer law if Indemnitee is party to or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, made a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all Expenses, State Auto judgments and fines actually and reasonably incurred by Indemnitee in connection with such Proceeding, provided that no indemnity shall not be obligated made under this Agreement to provide indemnification Section 8(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Corporation or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations: law or with respect to an unlawful distribution under Oregon Revised Statutes (a“ORS”) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;60.367. (b) In Notwithstanding any limitation in Sections 3, 4 or 8(a), the Corporation shall indemnify Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with such Proceeding to the fullest extent permitted by the Act, including the nonexclusivity provision of ORS 60.414(1) and any Proceeding in successor provision and including any amendments to the Act adopted after the date hereof that may increase the extent to which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;corporation may indemnify its directors and officers. (c) In connection with The indemnification provided by this Agreement shall not be deemed exclusive of any Proceeding in other rights to which Indemnitee may be entitled under the only liability asserted against Articles, the Executive Officer is pursuant to section 1701.95 Corporation’s Bylaws, any other agreement, any vote of shareholders or directors, the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law otherwise, both as to action in Indemnitee’s official capacity or common law; (f) With respect as to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) action in another capacity while holding such office. The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement shall continue as to Indemnitee even though Indemnitee may have ceased to be a director or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant officer and shall inure to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under benefit of the procedures, heirs and subject to the presumptions, set forth in Sections 6 and 7 personal representatives of this AgreementIndemnitee.

Additional Indemnification. In addition (a) Pursuant to Section 14A:3-5 of the Corporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a), State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in which claim against the Indemnitee if a court of competent jurisdiction determines, in a judgment or other final adjudication from which there adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be made in accordance with Section 4(a). If that determination is no further right of appealso made, that it shall be binding upon the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;Company and the Indemnitee for all purposes. (b) In connection with Expenses (including without limitation attorneys’and others’fees and expenses) incurred by Indemnitee in defending any Proceeding actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 advance of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except final disposition thereof as authorized in accordance with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”4(b), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition (a) Pursuant to Section 145(f) of the -------------------------- DGCL, without limiting any right which the Indemnitee may have under Section 2, the Certificate, the Bylaws, the DGCL, any policy of insurance or otherwise, but subject to the indemnification provided for limitations set forth in Section 2 2(f) and to any maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this AgreementSection 3(a), State Auto shall the Company will indemnify the Executive Officer Indemnitee against all Expensesany amount which he or she is or becomes legally obligated to pay relating to or arising out of any claim made against him or her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which he or she commits, suffers, permits or acquiesces in while acting in his or her capacity as a director or officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 will include without limitation damages, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by reasonable charges, costs and expenses, including attorneys' fees, expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall Company will not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying and which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to the Indemnitee gaining in fact a personal profit to which he or on behalf of the Executive Officer under any insurance policy or other indemnity provisionshe was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) of equity securities of the Company which are recoverable by the Executive Officer of securities of State Auto within the meaning of Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and profits arising from transactions in securities which were effected in violation of Section 10(b) or similar provisions Section 14(e) of state statutory law the Exchange Act, including Rule 10b-5 or common law;Rule 14e-3 promulgated thereunder. The determination of whether the Indemnitee is entitled to indemnification under this Section 3(a) shall be made in accordance with Section 4(b). (fb) With respect to any conduct of Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In Indemnitee in connection with any Proceeding (or any part of any Proceedingclaim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) initiated will be paid by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any Company as incurred and in advance of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized final disposition thereof in accordance with the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(e).

Additional Indemnification. In addition (a) Pursuant to Section 14A:3-5 of the Corporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a), State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which she is or becomes legally obligated to pay relating to or arising out of any claim made against her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which she commits, suffers, permits or acquiesces in while acting in her capacity as an executive officer of the Company, or, at the request of the Company, as a director. officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in which claim against the Indemnitee if a court of competent jurisdiction determines, in a judgment or other final adjudication from which there adverse to the Indemnitee establishes that her acts or omissions (i) were in breach of her duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is no further right of appealso made, that it shall be binding upon the Executive Officer’s actions were knowingly fraudulentCompany and the Indemnitee for all, deliberately dishonest or willfully wrongful;purposes. (b) In connection with Expenses (including without limitation attorneys’and others’fees and expenses) incurred by Indemnitee in defending any Proceeding actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 advance of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except final disposition thereof as authorized in accordance with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”4(b), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition (a) Pursuant to Section 145(f) of the DGCL, without limiting any right which the Indemnitee may have under Section 2, the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the indemnification provided for limitations set forth in Section 2 2(f) and to any maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this AgreementSection 3(a), State Auto shall the Company will indemnify the Executive Officer Indemnitee against all Expensesany amount which such Indemnitee is or becomes legally obligated to pay relating to or arising out of any claim made against such Indemnitee because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which such Indemnitee commits, suffers, permits or acquiesces in while acting in such Indemnitee's capacity as a director, officer or controlling person of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 will include without limitation damages, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by reasonable charges, costs and expenses, including expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall Company will not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying and which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;non appealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee gaining in fact a personal profit to which such Indemnitee was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) of equity securities of the Company which are recoverable by the Executive Officer of securities of State Auto within the meaning of Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and profits arising from transactions in securities which were effected in violation of Section 10(b) or similar provisions Section 14(e) of state statutory law the Exchange Act, including Rule 10b-5 or common law;Rule 14e-3 promulgated thereunder. The determination of whether the Indemnitee is entitled to indemnification under this Section 3(a) shall be made in accordance with Section 4(b). (fb) With respect to any conduct of Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In Indemnitee in connection with any Proceeding (or any part of any Proceedingclaim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) initiated will be paid by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any Company as incurred and in advance of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized final disposition thereof in accordance with the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(e).

Additional Indemnification. In addition (a) Pursuant to Section 14A:3-5 of the Corporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in Section 2 of this Agreementindemnity hereunder, State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a [officer] [director] of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in which claim against the Indemnitee if a court of competent jurisdiction determines, in a judgment or other final adjudication from which there adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is no further right of appealso made, that it shall be binding upon the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;Company and the Indemnitee for all purposes. (b) In connection with Expenses (including without limitation attorneys' and others' fees and expenses) incurred by Indemnitee in defending any Proceeding actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 advance of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except final disposition thereof as authorized in accordance with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”4(b), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 3 or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the indemnification provided for in Section 2 following provisions of this AgreementSection 4, State Auto the Company shall indemnify the Executive Officer Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, that he commits, suffers, permits or acquiesces in while acting in his capacity as a director and/or officer of the Company or at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 4 shall include any and all Expenses, judgments, penalties, fines, excise taxes fines and amounts paid in settlement settlement, actually and reasonably incurred by the Executive Officer Indemnitee in connection therewith including any appeal of or on from any judgment or decision; provided, however, that the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 4 to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying (as determined by final order of a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;jurisdiction); or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has based upon or attributable to the Indemnitee having actually been made realized a personal profit to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionwhich he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; including profit (eA) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act and (B) arising from transactions in publicly traded securities of 1934, as amended (the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Exchange Act”), Act or similar provisions of state statutory law or common law;Rule 10b-5 promulgated thereunder. (fb) With respect A determination as to any conduct of whether the Executive Officer that does not directly relate Indemnitee shall be entitled to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination Section 4 shall be made in accordance with Section 5(a). Expenses incurred by the Indemnitee in defending any claim to which this Section 4 applies shall be paid by the Company as they are actually and reasonably incurred in advance of the final disposition of such claim under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 5(b).

Additional Indemnification. In addition Pursuant to ORC Section 1701.13(E)(6), without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the indemnification provided for in Section 2 following provisions of this AgreementSection 3, State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes obligated to pay relating to or arising out of any claim (including any pending, threatened or completed action, suit or proceeding to which he is or is threatened to be made a party) made against him because of any action alleged to have been taken or omitted to be taken, including any actual or alleged error, misstatement, or misleading statement, which he commits, suffers, permits, or acquiesces in while acting in his capacity as a Director or an officer of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include, without limitation, judgments, penalties, fines, excise taxes and amounts paid in settlement and any and all Expenses actually and reasonably incurred by the Executive Officer Indemnitee in connection therewith including any appeal of or on from any judgment or decision; provided, however, that the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3 to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has based upon or attributable to the Indemnitee having actually been made realized a personal gain or profit to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionwhich he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made including, without limitation, profit from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which is recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (or profit arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions of state statutory law or common law;Rule 10b-5 promulgated thereunder. (fb) With respect A determination as to any conduct of whether the Executive Officer that does not directly relate Indemnitee shall be entitled to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination Section 3 shall be made in accordance with Section 4(a). (c) Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company as they are actually and reasonably incurred in advance of the final disposition of such claim under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(b).

Additional Indemnification. In addition (a) Notwithstanding any limitation in Section 3 or 4, the Company shall indemnify Indemnitee in accordance with the provisions of this Section 8(a) to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee, State Auto against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided that no indemnity shall not be obligated made under this Agreement to provide indemnification Section 8(a) (1) on account of Indemnitee's conduct which (i) constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Company or its shareholders, (ii) is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations: law, or (aiii) In connection results in Indemnitee being adjudged liable to the Company, or (2) with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;respect to an unlawful distribution under ORS 60.367. (b) In Notwithstanding any limitation in Section 3, 4 or 8(a), the Company shall indemnify Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with the Proceeding to the fullest extent permitted by the Act, including the nonexclusivity provision of ORS 60.414(1) and any Proceeding in successor provision and including any amendments to the Act adopted after the date hereof that may increase the extent to which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;corporation may indemnify its directors. (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) The indemnification provided by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does this Agreement shall not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part be deemed exclusive of any Proceeding) initiated by other rights to which Indemnitee may be entitled under the Executive OfficerArticles, including Bylaws, any Proceeding (other agreement, any vote of shareholders or any part of any Proceeding) initiated by directors, the Executive Officer against State Auto Act or other Corporate Fiduciariesotherwise, unless: (i) both as to action in Indemnitee's official capacity or as to action in another capacity while holding that office. The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or shall continue as to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior Indemnitee even though Indemnitee may have ceased to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant be a director and shall inure to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, benefit of Indemnitee's heirs and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementpersonal representatives.

Additional Indemnification. In addition (a) Pursuant to Section 145(f) of the DGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Certificate, the Bylaws, the DGCL, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity that may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a) hereof, State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount that he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments that the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in which a court claim against the Indemnitee to the extent (i) of competent jurisdiction determines, any fine or similar governmental imposition that the Company is prohibited by applicable law from paying that results in a final adjudication from final, nonappealable order, or (ii) based upon or attributable to the Indemnitee gaining in fact a personal profit to which there is no further right of appealhe was not legally entitled, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company that are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions and profits arising from transactions in publicly traded securities of state statutory law or common law;the Company that were effected by the Indemnitee in violation of Section 10(b) of the Exchange Act, including Rule 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes. (fb) With respect to Expenses (including without limitation attorneys’ and others’ fees and expenses) incurred by Indemnitee in defending any conduct actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in advance of the Executive Officer that does not directly relate to the Executive Officer’s services final disposition thereof as a Corporate Fiduciary; or (gauthorized in accordance with Section 4(b) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementhereof.

Additional Indemnification. In addition (a) Notwithstanding any limitation in Section 2, Section 3 or Section 4, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the name or right of State Auto)the Company to procure a judgment in its favor) against all Liabilities and Expenses suffered or incurred by Indemnitee in connection with such Proceeding: i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and ii. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (b) Notwithstanding any provision in this Agreement, the foregoing, State Auto Company shall not be obligated under this Agreement to provide make any indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted claim made against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of securities of State Auto the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any federal, state statutory law or common law; (flocal laws; provided, however, that this Section 6(b) With respect shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; provided further, however, that notwithstanding anything to the contrary stated or implied in this Section 6(b), indemnification pursuant to this Agreement relating to any conduct Proceeding against Indemnitee for an accounting of profits made from the purchase or sale (or sale and purchase) by Indemnitee of securities of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, Company pursuant to the powers vested provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in State Auto a final, non-appealable judgment, by a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under applicable law. As applicableSection 16(b) of the Exchange Act or similar provisions of any federal, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementstate or local laws.

Additional Indemnification. In addition (a) Without limiting any right that the Indemnitee may have pursuant to Section 2 hereof, the Charter, the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity that may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a) hereof, State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount that he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director [and/or officer] of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments that the Company is obligated to make pursuant to this Section 3 shall include without limitation judgments, penaltiesliabilities, fines, excise taxes and amounts paid in settlement actually as settlements, costs and reasonably incurred by expenses, of legal actions, suits or proceedings and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in which a court of competent jurisdiction determines, fine or similar governmental imposition that the Company is prohibited by applicable law from paying that results in a final adjudication from which there is no further right of appealfinal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee gaining in fact a personal profit to which he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company that are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (and profits arising from transactions in publicly traded securities of the “Company that were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions including Rule 10b-5 promulgated thereunder. The determination of state statutory law or common law;whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes. (fb) With respect to Expenses (including without limitation attorneys’ fees) incurred by Indemnitee in defending any conduct actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the Executive Officer that does not directly relate to the Executive Officer’s services final disposition thereof as a Corporate Fiduciary; or (gauthorized in accordance with Section 4(b) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementhereof.

Additional Indemnification. In addition (a) Pursuant to Section 145(f) of the DGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the certificate, the bylaws, the DGCL, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a) hereof, State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include damages, judgments, penalties, fines, excise taxes settlements and amounts paid in settlement actually charges, costs and reasonably incurred by Expenses, provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which a court of competent jurisdiction determines, the Company is prohibited by applicable law from paying which results in a final adjudication from which there is no further right of appealfinal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;non-appealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee gaining a personal profit to which he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (amended, and profits arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions as amended, including Rule 10b-5 promulgated thereunder. The determination of state statutory law or common law;whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes. (fb) With respect To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Section 3(a) or in defense of any conduct claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses actually and reasonably incurred by him in connection therewith. (c) All costs, charges and Expenses for which indemnification is available under Section 3(a) shall be paid by the Company in advance of the Executive Officer that does not directly relate final disposition of the action, suit or proceeding giving rise to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination Such payment shall be made under immediately in the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementmanner described by Section 4(b).

Additional Indemnification. In addition to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. . (iv) As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 2, 3, or 4, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the name or right of State Auto)the Company to procure a judgment in its favor) against all Liabilities and Expenses suffered or incurred by Indemnitee in connection with such Proceeding: i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and ii. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (b) Notwithstanding any provision in this Agreement, the foregoing, State Auto Company shall not be obligated under this Agreement to provide make any indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted claim made against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of securities of State Auto the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f; provided, however, that this Section 6(b) With respect shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; further provided, however, that notwithstanding anything to the contrary stated or implied in this Section, indemnification pursuant to this Agreement relating to any conduct Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, Company pursuant to the powers vested provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in State Auto any a final, non-appealable judgment, by a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under applicable law. As applicableSection 16(b) of the Exchange Act or similar provisions of any federal, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementstate or local laws.

Additional Indemnification. In addition to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer Director against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer Director or on the Executive OfficerDirector’s behalf if, by reason of the Executive Officer Director serving as a Corporate Fiduciary, the Executive Officer Director is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer Director in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive OfficerDirector’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer Director is pursuant to section 1701.95 1702.55 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer Director under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer Director of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer Director that does not directly relate to the Executive OfficerDirector’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive OfficerDirector, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer Director against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer Director to enforce any of the Executive OfficerDirector’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer Director against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer Director or on the Executive OfficerDirector’s behalf if, by reason of the Executive Officer Director serving as a Corporate Fiduciary, the Executive Officer Director is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer Director in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive OfficerDirector’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer Director is pursuant to section 1701.95 of the OCLOhio Revised Code; (d) To the extent payment has actually been made to or on behalf of the Executive Officer Director under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer Director of securities Securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer Director that does not directly relate to the Executive OfficerDirector’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive OfficerDirector, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer Director against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer Director to enforce any of the Executive OfficerDirector’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition (a) Pursuant to Section 145(f) of the -------------------------- GCL, without limiting any right which the Indemnitee may have pursuant to Section 1 hereof, the Certificate, the Bylaws, the GCL, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement2(a) hereof, State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director, officer, employee or agent of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 2 shall include, without limitation, damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated -------- ------- under this Agreement Section 2(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which a court of competent jurisdiction determines, the Company is prohibited by applicable law from paying which results in a final adjudication from which there is no further right of appealfinal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee gaining in fact a personal profit to which he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, or similar provisions of state statutory law or common law; (f) With respect to any conduct and profits arising from transactions in publicly traded securities of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated Company which were effected by the Executive OfficerIndemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiationRule 10b-5 promulgated thereunder; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptionsprovisions of Section 6(c), set forth to the extent based upon or attributable to any actions, suits or proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, but indemnification may be provided by the Company if the Board of Directors finds it to be appropriate. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 2(a) may be, but shall not be required to, be made in Sections 6 accordance with Section 3(a) hereof. If that determination is so made, it shall be binding upon the Company and 7 the Indemnitee for all purposes. (b) All expenses (including without limitation attorneys' and others' fees and expenses) incurred by the Indemnitee in his capacity as a director, officer, employee or agent of this Agreementthe Company in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in accordance with Section 3(b) hereof.

Additional Indemnification. In addition a. Notwithstanding any limitation in Sections 3, 4 or 5, the Corporation shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) against all reasonable Expenses, State Auto judgments, fines and amounts paid in settlement by Indemnitee in connection with such Proceeding, provided that no indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. b. For purposes of Section 6(a) the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be obligated under limited to: i. to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act, and ii. to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to provide indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determinescorporation may indemnify its officers and directors. c. If the indemnification provided in Sections 3, 4 and 5 is unavailable in a final adjudication from which there is no further right of appealwhole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 7, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding then in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with respect to any Proceeding in which the only liability asserted against the Executive Officer Corporation is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except jointly liable with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale Indemnitee (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”would be if joined in such Proceeding), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In fullest extent permissible under applicable law, the Corporation, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, decisions of arbitrators, fines, penalties, and/or amounts paid or to be paid in settlement, in connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer without requiring Indemnitee to enforce any of the Executive Officer’s rights under this Agreement or contribute to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the proceduressuch payment, and subject to the presumptions, set forth in Sections 6 Corporation hereby waives and 7 relinquishes any right of this Agreementcontribution it may have at any time against Indemnitee.

Additional Indemnification. In addition Pursuant to Section 14A:3-5 of the Corporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a), State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him, because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, damages, judgments, settlements and amounts paid in settlement actually charges, costs, expenses, expenses of investigation and reasonably incurred by expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in which claim against the Indemnitee if a court of competent jurisdiction determines, in a judgment or other final adjudication from which there adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is no further right of appealso made, that it shall be binding upon the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; Company and the Indemnitee for all purposes. (b) In connection with Expenses (including without limitation attorneys’and others’fees and expenses) incurred by Indemnitee in defending any Proceeding actual or threatened civil or criminal action, suit, proceeding or claim, shall be paid by the Company in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 advance of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except final disposition thereof as authorized in accordance with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”4(b), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.

Additional Indemnification. In addition (a) Pursuant to Section 565 of the BCA, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Articles, the By-Laws, the BCA, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a) hereof, State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which the Indemnitee is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee commits, suffers, permits or acquiesces in while acting in such capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding to the extent based upon or attributable to the Indemnitee gaining in which fact a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in personal profit to which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (amended, and profits arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions as amended, including Rule 10b-5 promulgated thereunder. The determination of state statutory law or common law;whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes. (fb) With respect to Expenses (including without limitation attorneys' and others' fees and expenses) incurred by Indemnitee in defending any conduct actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in advance of the Executive Officer that does not directly relate to the Executive Officer’s services final disposition thereof as a Corporate Fiduciary; or (gauthorized in accordance with Section 4(b) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementhereof.

Additional Indemnification. In addition (a) Pursuant to Section 14A:3-5 of the Corporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a), State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a [director] [executive officer] of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding in which claim against the Indemnitee if a court of competent jurisdiction determines, in a judgment or other final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate adverse to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (Indemnitee establishes that his acts or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: omissions (i) The Proceeding is brought by were in breach of his duty of loyalty to the Executive Officer to enforce any of Company or the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; Stockholders, (ii) The Board authorized the Proceeding (were not in good faith or any part involved a knowing violation of any Proceeding) prior to its initiation; or law, or (iii) State Auto provides resulted in receipt by the indemnification, in its sole discretion, pursuant to Indemnitee of an improper personal benefit. The determination of whether the powers vested in State Auto under applicable law. As applicable, any determination Indemnitee shall be made entitled to indemnification under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.this

Additional Indemnification. In addition to (a) Notwithstanding any limitation in Sections 4 or 5, the indemnification provided for in Section 2 of this Agreement, State Auto Corporation shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid Indemnitee to the fullest extent permitted by law in settlement actually and reasonably incurred by accordance with the Executive Officer or on provisions of this Section 9(a) if the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) involving a claim against the Indemnitee for breach of fiduciary duty by the Indemnitee, State Auto against any judgments and all Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding, except that the Corporation shall not be obligated make any indemnity under this Agreement to provide indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:9(a): (i) The Proceeding is brought by the Executive Officer to enforce any on account of the Executive OfficerIndemnitee’s rights under this Agreement conduct that constitutes a breach of the Indemnitee’s duty of loyalty to the Corporation or to collect money due under this Agreementits stockholders; (ii) The Board authorized on account of the Proceeding (Indemnitee’s acts or any part omissions not in good faith, intentional misconduct, knowing violations of any Proceeding) prior to its initiationlaw, fraud or deliberately dishonest conduct; or (iii) State Auto provides if a final decision by a court having jurisdiction in the indemnificationmatter determines that such indemnification is unlawful. (b) Notwithstanding any limitation in Sections 4, in its sole discretion5 or 9(a), pursuant the Corporation will indemnify the Indemnitee with respect to any Proceeding against Expenses, judgments and fines to the powers vested in State Auto fullest extent permitted by the Act, including the nonexclusivity provision of ORS 60.414 and including any amendments to the Act adopted after the date hereof that may increase the extent to which a corporation may indemnify its officers and directors. (c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under applicable law. As applicablethe Articles, the Bylaws, any determination other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to the Indemnitee even though the Indemnitee may have ceased to be made under a director or officer and shall inure to the proceduresbenefit of the heirs, executors, administrators, and subject to personal representatives of the presumptions, set forth in Sections 6 and 7 of this AgreementIndemnitee.

Additional Indemnification. In addition (a) If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount therefor, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute. (b) Notwithstanding any limitation in Sections 2, 3, 4 or 5, the Company shall hold harmless and indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) by reason of Indemnitee’s Corporate Status, including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee, against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein. Notwithstanding The only limitation that shall exist upon the foregoing, State Auto Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated under this Agreement to provide indemnification make any payment to the Executive Officer in the following situations: Indemnitee that is finally determined (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 this Agreement) to be unlawful. (c) For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (d) If (i) Indemnitee is or was affiliated with one or more venture capital funds and/or one or more other entities that has invested in the Company (an “Appointing Stockholder”), and (ii) Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Stockholder’s position as a stockholder of, or lender to, the Company, or Appointing Stockholder’s appointment of or affiliation with Indemnitee or any other director, including, without limitation, any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or the members of its board of directors, officers, equity holders or debt holders, then Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.

Additional Indemnification. In Pursuant to Section 14A:3-5(8) of the Corporation Act, in addition to the indemnification provided for in rights which the Indemnitee may have pursuant to Section 2 or under other provisions of this Agreement, State Auto the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, the Indemnitee shall have the rights set forth in this Section 3. In the event that indemnification would be permitted under this Section 3 but not necessarily under Section 2 hereof, then this Section 3 shall be controlling. The standards required for indemnification under Section 2 hereof and the procedures required to determine the applicability of such standards, shall not apply the rights of the Indemnitee under this Section 3. (a) The Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which the Indemnitee is or becomes legally obligated to pay, judgmentsincluding liabilities and expenses, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party relating to or participant in arising out of any Proceeding (claim, including a Proceeding any claim arising from proceedings by or in the right of State Auto)the Company, made against the Indemnitee because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee commits, suffers, permits or acquiesces in while acting in the Indemnitee’s capacity as a director and/or officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise. Notwithstanding The payments which the foregoingCompany is obligated to make pursuant to this Section 3 shall include, State Auto without limitation, damages, judgments, fines, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to the Executive Officer make any payment in the following situations: (a) In connection with any Proceeding claim against the Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee’s acts or omissions (i) were in breach of the Indemnitee’s duty of loyalty to the Company or the Shareholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. For the purposes hereof, a breach of the Indemnitee’s duty of loyalty means an act or omission which the Indemnitee knows or believes to be contrary to the best interests of the Company or the Shareholders in connection with a matter in which the Indemnitee has a court material conflict of competent jurisdiction determinesinterest. The Company shall not be obligated under this Section 3 to provide any indemnification or any payment of expenses to an Indemnitee in connection with any suit, action, or other proceeding (or part thereof) initiated by the Indemnitee (other than an action by the Indemnitee to enforce the provisions of this Agreement), unless the Board has authorized or consented to the Action (or part thereof) in a final adjudication from which there is resolution adopted by the Board. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be, made in accordance with Section 4(a) except that in no further right of appealevent shall any such determination be made by the Shareholders. Any such determination made in accordance with this Section, that shall be binding upon the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;Company and the Indemnitee for all purposes. (b) In connection with Expenses (including without limitation attorneys’ and others’ fees and expenses) incurred by Indemnitee in defending any Proceeding actual or threatened civil or criminal action, suit, proceeding or claim, and expenses incurred in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under enforcing the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 rights of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due Indemnitee under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under paid by the procedures, and subject to Company in advance of the presumptions, set forth final disposition thereof as authorized in Sections 6 and 7 of this Agreementaccordance with Section 4(b).

Additional Indemnification. In addition (a) Pursuant to Section 145(f) of the DGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Certificate, the Bylaws, the DGCL, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by this Section 2 of this Agreement3(a), State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, penaltiessettlements and charges, finescosts, excise taxes expenses, expenses of investigation and amounts paid in settlement actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which a court of competent jurisdiction determines, the Company is prohibited by applicable law from paying which results in a final adjudication from which there is no further right of appealfinal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or (bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made based upon or attributable to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee gaining in fact a personal profit to which he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (amended, and profits arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions as amended, including Rule 10b-5 promulgated thereunder. The determination of state statutory law or common law;whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes. (fb) With respect to any conduct All expenses (including without limitation attorneys' and others' fees and expenses) incurred by Indemnitee in his capacity as a director or officer of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with Company in defending any Proceeding (civil or any part of any Proceeding) initiated criminal action, suit or proceeding shall be paid by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any Company in advance of the Executive Officer’s rights under this Agreement final disposition of such action, suit or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and proceeding subject to and in the presumptions, set forth in Sections 6 and 7 of this Agreementmanner prescribed by Section 4(b) hereof.

Additional Indemnification. In addition Pursuant to ORC Section 1701.13(E)(6), without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the indemnification provided for in Section 2 following provisions of this AgreementSection 3, State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount which he is or becomes obligated to pay relating to or arising out of any claim (including any pending, threatened or completed action, suit or proceeding to which he is or is threatened to be made a party) made against him because of any action alleged to have been taken or omitted to be taken, including any actual or alleged error, misstatement, or misleading statement, which he commits, suffers, permits, or acquiesces in while acting in his capacity as a Director or an officer of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include, without limitation, judgments, penalties, fines, excise taxes and amounts paid in settlement and any and all Expenses actually and reasonably incurred by the Executive Officer Indemnitee in connection therewith including any appeal of or on from any judgment or decision; provided, however, that the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3 to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee: (ai) In connection with to the extent of any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest fine or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in similar governmental imposition which the only liability asserted against the Executive Officer Company is pursuant prohibited by applicable law from paying which results from a final, nonappealable order; or to section 1701.95 of the OCL; (d) To the extent payment has based upon or attributable to the Indemnitee having actually been made realized a personal gain or profit to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionwhich he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made including, without limitation, profit from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which is recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (or profit arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions of state statutory law or common law;Rule 10b-5 promulgated thereunder. (fb) With respect A determination as to any conduct of whether the Executive Officer that does not directly relate Indemnitee shall be entitled to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination Section 3 shall be made in accordance with Section 4(a). (c) Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company as they are actually and reasonably incurred in advance of the final disposition of such claim under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(b).

Additional Indemnification. In addition a. Notwithstanding any limitation in Sections 3, 4 or 5, the Corporation shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) against all reasonable Expenses, State Auto judgments, fines and amounts paid in settlement by Indemnitee in connection with such Proceeding; provided that no indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. b. For purposes of Section 6(a) the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be obligated under limited to: i. to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and ii. to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to provide indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determinescorporation may indemnify its officers and directors. c. If the indemnification provided in Sections 3, 4 and 5 is unavailable in a final adjudication from which there is no further right of appealwhole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 7, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding then in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with respect to any Proceeding in which the only liability asserted against the Executive Officer Corporation is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except jointly liable with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale Indemnitee (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”would be if joined in such Proceeding), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In fullest extent permissible under applicable law, the Corporation, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, decisions of arbitrators, fines, penalties, and/or amounts paid or to be paid in settlement, in connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer without requiring Indemnitee to enforce any of the Executive Officer’s rights under this Agreement or contribute to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the proceduressuch payment, and subject to the presumptions, set forth in Sections 6 Corporation hereby waives and 7 relinquishes any right of this Agreementcontribution it may have at any time against Indemnitee.