0001193125-07-238495 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2007 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Employment Agreement (this “Agreement”) is made as of October 4, 2007 (the “Commencement Date”), by and among State Auto Financial Corporation, an Ohio corporation (“State Auto Financial”), State Auto Property and Casualty Insurance Company, a South Carolina domiciled insurance company (“State Auto P&C”), State Automobile Mutual Insurance Company, an Ohio domiciled mutual insurance company (“State Auto Mutual”), and Mark A. Blackburn (“Executive”). State Auto Financial, State Auto P&C, State Auto Mutual and each of their respective insurer subsidiaries and affiliates, present and future, are hereinafter collectively referred to as “State Auto.”

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AMENDED AND RESTATED EXECUTIVE AGREEMENT
Executive Agreement • November 7th, 2007 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Amended and Restated Executive Agreement (this “Agreement”) is made as of October 4, 2007 (the “Commencement Date”), by and among State Auto Financial Corporation, an Ohio corporation (“State Auto Financial”), State Automobile Mutual Insurance Company, an Ohio domiciled mutual insurance company (“State Auto Mutual”), and Mark A. Blackburn (“Executive”). State Auto Financial, State Auto Mutual and each of their respective insurer subsidiaries and affiliates, present and future, are hereinafter collectively referred to as “State Auto.”

STATE AUTO FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT UNDER THE AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Restricted Stock Agreement • November 7th, 2007 • State Auto Financial CORP • Fire, marine & casualty insurance

This Restricted Stock Agreement (this “Agreement”) is made as of October 4, 2007 (the “Award Date”). The Compensation Committee of State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby awards to Mark A. Blackburn (“Mr. Blackburn”) 25,000 common shares, without par value, of the Company (the “Restricted Shares”). The Restricted Shares are awarded pursuant to the terms of the Company’s Amended and Restated Equity Incentive Compensation Plan (the “Plan”) and shall be subject to all of the provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to the following provisions of this Agreement. Capitalized terms used in this Agreement which are not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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