State Auto Financial CORP (Form: 8-K, Received: 05/13/2015 16:07:03)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2015 (May 7, 2015)

STATE AUTO FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Ohio

000-19289

31-1324304

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


518 East Broad Street, Columbus, Ohio		43215-3976
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (614) 464-5000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5. Corporate Governance and Management

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Items 5.02(b) and (c)

On May 8, 2015, the Boards of Directors of State Auto Financial Corporation (the “ Company ”) and State Automobile Mutual Insurance Company (“ State Auto Mutual ”) elected Michael E. LaRocco as President and Chief Executive Officer. As described in

Item 5.07, below, Mr. LaRocco was also elected as a director of the Company at the 2015 Annual Meeting (as defined in Item 5.07, below).

Information concerning Mr. LaRocco, as required by Items 401(b), (d), and (e) of Regulation S-K, is set forth on page 4 of the Company’s definitive Proxy Statement, dated April 9, 2015, for the 2015 Annual Meeting (the “ 2015 Proxy Statement ”) , which information is incorporated herein by reference. The 2015 Proxy Statement may be accessed at http://www.sec.gov/Archives/edgar/data/874977/000119312515123641/d868500ddef14a.htm . Mr. LaRocco has not been a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Mr. LaRocco is a party to an Employment Agreement and an Executive Change of Control Agreement, each dated as of March 27, 2015, with the Company and State Auto Mutual. A brief description of the material terms of such agreements is set forth under Item 5.02(e) of the Current Report on Form 8-K filed by the Company on April 2, 2015, which description is incorporated herein by reference. Such Form 8-K may be accessed at http://www.sec.gov/Archives/edgar/data/874977/000119312515117835/d902927d8k.htm . In addition, on May 7, 2015, the Company’s Compensation Committee made restricted stock, stock option and short- and long-term cash incentive awards to Mr. LaRocco, as further described in Item 5.02(e), below.

On May 8, 2015, as a result of Mr. LaRocco’s election as President and Chief Executive Officer, and consistent with the terms of his employment agreement, Robert P. Restrepo, Jr.’s position as President and Chief Executive Officer of the Company and State Auto Mutual was terminated. As described in Item 5.07, below, Mr. Restrepo was re-elected as a director of the Company at the 2015 Annual Meeting. Mr. Restrepo will continue as a director and Chairman of the Company and State Auto Mutual until his retirement on December 31, 2015.

Item 5.02(e)

On May 7, 2015, the Company’s Compensation Committee awarded restricted stock to Mr. LaRocco in the amount of 7,902 of the Company’s Common Shares. The restricted stock was awarded to Mr. LaRocco under the Company’s 2009 Equity Incentive Compensation Plan and was issued in consideration for future services. This restricted stock award is evidenced by a Restricted Stock Agreement between Mr. LaRocco and the Company. Under the terms of his Restricted Stock Agreement, these Common Shares are subject to a risk of forfeiture if, prior to May 7, 2018, Mr. LaRocco’s employment with the Company is terminated or he violates any provision of the Restricted Stock Agreement applicable to such Common Shares. However, these Common Shares will not be forfeited, and will automatically vest, if, prior to May 7, 2018, Mr. LaRocco’s employment is terminated in connection with a change of control of the Company. These Common Shares are also subject to restrictions on transfer until May 7, 2018. A copy of Mr. LaRocco’s Restricted Stock Agreement has been filed as Exhibit 10.6 to this Form 8-K.

On May 7, 2015, the Company’s Compensation Committee awarded stock options to Mr. LaRocco to purchase 33,380 of the Company’s Common Shares at an exercise price of $23.01 per share. Each of the stock options is a non-qualified stock option, has a ten-year exercise period, has a three-year graduated vesting schedule ( i.e. , one third of the total options awarded vests on each anniversary of the award date for three years) and was issued at an option exercise price equal to the closing price of the Company’s Common Shares on the award date.

The Company has a short-term incentive cash bonus plan called the Leadership Bonus Plan (“LBP”) in which the Company’s executives and other members of its Leadership Team participate. The LBP consists of two components, a Company performance component and an individual performance component, with threshold, target and maximum payout amounts as a percentage of the participant’s annual base salary. On May 7, 2015, the Company’s Compensation Committee designated Mr. LaRocco as a participant in the LBP for 2015 and established Mr. LaRocco’s threshold, target and maximum payout percentages for the Company performance and individual performance components of the LBP for 2015, including a range of payout levels between threshold and maximum, with any payouts to be prorated based on his partial year of employment. The Company believes that the disclosure of the specific performance measures for the Company performance and individual performance components of the LBP and the range of awards related to the achievement of such measures by Mr. LaRocco are reflective of the Company’s 2015 business plan, and as such constitute confidential information. The Company believes that the disclosure of such information in this Form 8-K would cause competitive harm to the Company. The Committee believes that Mr. LaRocco’s target performance goals are difficult but attainable. Additional information concerning the 2015 LBP bonus opportunities is set forth on page 44 of the 2015 Proxy Statement, which information is incorporated herein by reference.

The Company has a Long-Term Incentive Plan (the “ LTIP ”) under which grants of cash-based performance award units (“ PAUs ”) are made to Company’s executives and other members of its Leadership Team. The value of a PAU is dependent upon the State Auto Group’s relative performance to a peer group of other property and casualty insurers (the “ LTIP Peer Group ”) during a three-year performance period. On May 7, 2015, the Company’s Compensation Committee designated Mr. LaRocco as a participant in the LTIP for the three-year performance period ending December 31, 2017 (the “ 2015-2017 performance period ”). For the 2015-2017 performance period, Mr. LaRocco received 773,500 target PAUs, 309,400 threshold PAUs, and 1,547,000 maximum PAUs, with each PAU having a value of $1.00. Additional information concerning PAU awards is set forth on pages 46 – 48 of the 2015 Proxy Statement, which information is incorporated herein by reference.

Item 5.02(f)

As described in Item 5.02(e) above, the Company awards PAUs under the LTIP to its Named Executive Officers (“ NEOs ”) and other members of its Leadership Team. The value of the PAU awards to the NEOs for the three-year performance period ended December 31, 2014 (the “ 2012-2014 performance period ”) was omitted from the 2015 Proxy Statement because, as of that date, the final LTIP Peer Group data for the 2012-2014 performance period was not available to the Company.

On May 7, 2015, the Company’s Compensation Committee approved PAU awards for the 2012-2014 performance period for the NEOs identified in the 2015 Proxy Statement. Set forth below are the non-equity incentive compensation and total compensation for each NEO reported in the Summary Compensation Table on Page 53 of the 2015 Proxy Statement, as recalculated to include the value of the PAU awards for the 2012-2014 performance period.


Named Executive Officer	Year		Non-Equity Incentive Plan Compensation ($)(1)		Total ($)
Robert P. Restrepo, Jr.		2014		925,115		3,142,287
Steven E. English		2014		603,309		1,481,788
Jessica E. Buss		2014		601,643		1,235,223
Clyde H. Fitch		2014		473,942		1,166,682
James A. Yano		2014		353,958		1,042,964

(1)

For the total 2014 non-equity incentive plan compensation, the dollar amounts shown in this column reflect the aggregate amount of the following awards earned in 2014 by each NEO under the Long-Term Incentive Plan, the Company performance component of the LBP and the individual performance component of the LBP.


Named Executive Officer	Long-Term Incentive Plan PAU Award ($)		LBP Company Performance Award($)		LBP Individual Performance Award ($)		Total Non-Equity Incentive Plan Compensation Awards ($)
Robert P. Restrepo, Jr.		116,480		725,885		82,750		925,115
Steven E. English		81,600		320,896		200,813		603,309
Jessica E. Buss		261,764		228,504		111,375		601,643
Clyde H. Fitch		56,576		256,716		160,650		473,942
James A. Yano		40,960		188,258		124,740		353,958

Item 5.07

Submission of Matters to a Vote of Security Holders

(a)	The Company’s 2015 annual meeting of shareholders (the “ *2015 Annual Meeting* ”) was held on May 8, 2015.

(b)	The following is a brief description and vote count on all items voted on at the 2015 Annual Meeting:

Proposal One – Election of Directors.

The following persons were elected to serve as Class III directors to hold office until the 2018 annual meeting of shareholders and until a successor is elected and qualified, with each director nominee receiving the votes as indicated below:


Nominee	Shares Voted “For”		Shares Voted “Withheld”		Broker Non-votes
Michael J. Fiorile		37,612,392		215,809		2,219,475
Michael E. LaRocco		37,321,712		506,489		2,219,475
Eileen A. Mallesch		37,746,025		82,176		2,219,475
Robert P. Restrepo, Jr.		37,142,863		685,338		2,219,475

Proposal Two – Amendment to the Company’s 1991 Employee Stock Purchase and Dividend Reinvestment Plan.

This Proposal was approved with the following vote:

Shares

Voted “For”

Shares
Voted “Against”

Abstentions

Broker
Non-votes

37,689,060

101,131

38,010

2,219,475

Proposal Three – Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015.

This Proposal was approved with the following vote:

Shares

Voted “For”

Shares
Voted “Against”

Abstentions

Broker
Non-votes

39,492,150

488,179

67,347

—

Proposal Four – Advisory vote on compensation paid to named executive officers, as disclosed in the proxy materials.

This Proposal was approved with the following vote:

Shares

Voted “For”

Shares
Voted “Against”

Abstentions

Broker
Non-votes

37,481,918

294,796

51,487

2,219,475

(c)	Not applicable.

Section 8. Other Events

Item 8.01

Other Events.

At the Company’s Board of Directors’ meeting held on May 8, 2015, the following directors were appointed or re-appointed to the following Board committees:

•

Audit Committee: Chairperson Eileen A. Mallesch, Robert E. Baker, David R. Meuse and Alexander B. Trevor

•

Compensation Committee: Chairperson Robert E. Baker, David J. D’Antoni, Thomas E. Markert and S. Elaine Roberts

•

Nominating and Governance Committee: Chairperson Michael J. Fiorile, David J. D’Antoni, Eileen A. Mallesch and S. Elaine Roberts

•

Investment and Finance Committee: Chairperson David R. Meuse, David J. D’Antoni, Michael E. LaRocco, Thomas E. Markert, Robert P. Restrepo, Jr., and Alexander B. Trevor

•

Independent Committee: Chairperson Alexander B. Trevor, David J. D’Antoni, Eileen A. Mallesch, Thomas E. Markert, David R. Meuse and S. Elaine Roberts

•

Risk Committee: Michael J. Fiorile, Eileen A. Mallesch, Thomas E. Markert, S. Elaine Roberts and Alexander B. Trevor

Effective upon the adjournment of the 2015 Annual Meeting, David R. Meuse assumed the duties of Lead Director of the Board.

Section 9. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.


Exhibit No.		Description

10.1		Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated March 5, 2015, between State Auto Financial Corporation and Robert P. Restrepo, Jr.



10.2		Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated March 5, 2015, between State Auto Financial Corporation and Steven E. English

10.3		Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated March 5, 2015, between State Auto Financial Corporation and Jessica E. Buss

10.4		Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated March 5, 2015, between State Auto Financial Corporation and Clyde H. Fitch

10.5		Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated March 5, 2015, between State Auto Financial Corporation and James A. Yano

10.6		Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated May 7, 2015, between State Auto Financial Corporation and Michael E. LaRocco

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 13, 2015


STATE AUTO FINANCIAL CORPORATION

By		/s/ James A. Yano
		Senior Vice President, Secretary and General Counsel

EXHIBIT INDEX


Exhibit No.		Description

10.1		Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated March 5, 2015, between State Auto Financial Corporation and Robert P. Restrepo, Jr.

10.2		Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated March 5, 2015, between State Auto Financial Corporation and Steven E. English

10.3		Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated March 5, 2015, between State Auto Financial Corporation and Jessica E. Buss

10.4		Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated March 5, 2015, between State Auto Financial Corporation and Clyde H. Fitch

10.5		Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated March 5, 2015, between State Auto Financial Corporation and James A. Yano

10.6		Restricted Stock Agreement under the 2009 Equity Incentive Compensation Plan dated May 7, 2015, between State Auto Financial Corporation and Michael E. LaRocco

Exhibit 10.1

STATE AUTO FINANCIAL CORPORATION

RESTRICTED STOCK AGREEMENT

UNDER THE

2009 EQUITY INCENTIVE COMPENSATION PLAN

This Restricted Stock Agreement (this “ Agreement ”) is made as of 03/05/2015 (the “ Award Date ”). The Compensation Committee of the Board of Directors of State Auto Financial Corporation, an Ohio corporation (the “ Company ”), hereby awards to Robert Restrepo (the “ Awardee ”) 7,924 common shares, without par value, of the Company (the “ Restricted Shares ”). The Restricted Shares are awarded pursuant to the terms of the Company’s 2009 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.

§1. Award of Restricted Shares . The purchase price for the Restricted Shares shall be zero. Following the execution and delivery of this Agreement by the Awardee, the Company shall cause a share certificate evidencing the Restricted Shares to be issued in the Awardee’s name (the “ Share Certificate ”).

§2. Forfeiture . The Restricted Shares shall be forfeited to the Company if the Awardee’s employment with the Company terminates for any reason prior to the third anniversary of the Award Date (the “ Lapse Date ”), or if the Awardee violates any provision of this Agreement.

§3. Transfer Restrictions . None of the Restricted Shares, nor any beneficial interest therein, shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, prior to the Lapse Date. Thereafter, the Restricted Shares may be transferred only in compliance with all applicable federal and state securities laws. Any transfer or attempted transfer in violation of the foregoing restrictions shall be null and void.

§4. Acceptance of Award . The award of the Restricted Shares must be accepted by the Awardee within 30 days after the Award Date by executing this Agreement. The Awardee shall not have any rights with respect to the Restricted Shares awarded under this Agreement unless and until the Awardee has executed this Agreement, delivered a fully executed copy thereof to the Secretary of the Company, and otherwise complied with the applicable terms and conditions of the award of the Restricted Shares. Such acceptance and delivery may be accomplished through electronic means or as otherwise determined by the Company.

§5. Rights As Shareholder . Subject to the terms of this Agreement, on and after the issuance of the Share Certificate to the Awardee, the Awardee shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, including the right to vote the Restricted Shares and the right to receive any dividends or other distributions with respect to the Restricted Shares, but subject, however, to the restrictions on transfer set forth in this Agreement. Notwithstanding the foregoing, any cash dividends or other cash distributions paid on the Restricted Shares prior to the Lapse Date shall be automatically reinvested in common shares of the Company (the “ Dividend Shares ”) pursuant to the terms of the Company’s dividend reinvestment and stock purchase plan and shall be held in an account with Fidelity, or its successor, under the Awardee’s name. Until the Lapse Date, the Dividend Shares shall be subject to the restrictions on transfer set forth in §3, above. However, the Dividend Shares shall not be subject to any risk of forfeiture.

§6. Escrow of Shares . The Share Certificate shall be held by the Company until the earlier of the Lapse Date or the termination of the Awardee’s employment with the Company. If the Restricted Shares are forfeited to the Company under §2, above, then the Company shall cause the Restricted Shares to be transferred to the Company. If the Restricted Shares are not forfeited to the Company, then the Company shall deliver the Shares to the Awardee.

§7. Tax Consequences . The Awardee understands that the Awardee (and not the Company) shall be responsible for the federal, state, local or foreign tax liability and any other tax consequences that may arise as a result of the transactions contemplated by this Agreement, including without limitation filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “ 83(b) Election ” and the “ Code ”, respectively), if the Awardee deems it to be appropriate. The Awardee shall rely solely on the determinations of the Awardee’s tax advisors or the Awardee’s own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. The Awardee shall notify the Company in writing if the Awardee files the 83(b) Election with the Internal Revenue Service within 30 days from the date of the execution of this Agreement. The Company intends, in the event it does not receive from the Awardee evidence of the 83(b) Election filing by the Awardee, to claim a tax deduction for any amount which would be taxable to the Awardee in the absence of such an election. If the Company is required to withhold or pay any taxes with respect to the issuance or vesting of the Restricted Shares, the Awardee shall pay to the Company the amount of such required withholding or payment promptly following the Company’s request.

§8. Compliance with Securities Laws . No Restricted Shares shall be deliverable under this Agreement or the Plan except in compliance with all applicable federal and state securities laws and regulations. The Company may require the Awardee to (a) represent and warrant to and agree with the Company in writing that the Awardee is acquiring the Restricted Shares without a view to distribution thereof, and (b) make such additional representations, warranties and agreements with respect to the investment intent of the Awardee as the Company may reasonably request.

The Share Certificate shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Company’s common shares are then listed, and any applicable federal or state securities laws, and the Company may cause a legend or legends to be put on the Share Certificate to make appropriate reference to such restrictions.

[Signature page to follow]


STATE AUTO FINANCIAL CORPORATION

By:		/s/ Lorraine M. Siegworth
		Lorraine M. Siegworth, Senior Vice President (as authorized and approved by the Compensation Committee of the Board of Directors)

Acceptance of Agreement

Robert P. Restrepo, Jr., the Awardee, hereby: (a) acknowledges receiving a copy of the Plan and represents that the Awardee is familiar with all provisions of the Plan; and (b) accepts this Agreement and the award of the Restricted Shares under this Agreement subject to all terms, provisions and restrictions of both the Plan and this Agreement.

/s/ Robert P. Restrepo, Jr.

Robert P. Restrepo, Jr.

Accepted as of: March 16, 2015

Exhibit 10.2

STATE AUTO FINANCIAL CORPORATION

RESTRICTED STOCK AGREEMENT

UNDER THE

2009 EQUITY INCENTIVE COMPENSATION PLAN

This Restricted Stock Agreement (this “ Agreement ”) is made as of 03/05/2015 (the “ Award Date ”). The Compensation Committee of the Board of Directors of State Auto Financial Corporation, an Ohio corporation (the “ Company ”), hereby awards to Steven E. English (the “ Awardee ”) 2,471 common shares, without par value, of the Company (the “ Restricted Shares ”). The Restricted Shares are awarded pursuant to the terms of the Company’s 2009 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.

[Signature page to follow]


STATE AUTO FINANCIAL CORPORATION

By:		/s/ Lorraine M. Siegworth
		Lorraine M. Siegworth, Senior Vice President (as authorized and approved by the Compensation Committee of the Board of Directors)

Acceptance of Agreement

Steven E. English, the Awardee, hereby: (a) acknowledges receiving a copy of the Plan and represents that the Awardee is familiar with all provisions of the Plan; and (b) accepts this Agreement and the award of the Restricted Shares under this Agreement subject to all terms, provisions and restrictions of both the Plan and this Agreement.

/s/ Steven E. English

Steven E. English

Accepted as of: March 27, 2015

Exhibit 10.3

STATE AUTO FINANCIAL CORPORATION

RESTRICTED STOCK AGREEMENT

UNDER THE

2009 EQUITY INCENTIVE COMPENSATION PLAN

This Restricted Stock Agreement (this “ Agreement ”) is made as of 03/05/2015 (the “ Award Date ”). The Compensation Committee of the Board of Directors of State Auto Financial Corporation, an Ohio corporation (the “ Company ”), hereby awards to Jessica Buss (the “ Awardee ”) 2,192 common shares, without par value, of the Company (the “ Restricted Shares ”). The Restricted Shares are awarded pursuant to the terms of the Company’s 2009 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.

[Signature page to follow]


STATE AUTO FINANCIAL CORPORATION

By:		/s/ Lorraine M. Siegworth
		Lorraine M. Siegworth, Senior Vice President (as authorized and approved by the Compensation Committee of the Board of Directors)

Acceptance of Agreement

Jessica E. Buss, the Awardee, hereby: (a) acknowledges receiving a copy of the Plan and represents that the Awardee is familiar with all provisions of the Plan; and (b) accepts this Agreement and the award of the Restricted Shares under this Agreement subject to all terms, provisions and restrictions of both the Plan and this Agreement.

/s/ Jessica E. Buss

Jessica E. Buss

Accepted as of: March 23, 2015

Exhibit 10.4

STATE AUTO FINANCIAL CORPORATION

RESTRICTED STOCK AGREEMENT

UNDER THE

2009 EQUITY INCENTIVE COMPENSATION PLAN

This Restricted Stock Agreement (this “ Agreement ”) is made as of 03/05/2015 (the “ Award Date ”). The Compensation Committee of the Board of Directors of State Auto Financial Corporation, an Ohio corporation (the “ Company ”), hereby awards to Clyde H. Fitch (the “ Awardee ”) 1,597 common shares, without par value, of the Company (the “ Restricted Shares ”). The Restricted Shares are awarded pursuant to the terms of the Company’s 2009 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.

[Signature page to follow]


STATE AUTO FINANCIAL CORPORATION

By:		/s/ Lorraine M. Siegworth
		Lorraine M. Siegworth, Senior Vice President (as authorized and approved by the Compensation Committee of the Board of Directors)

Acceptance of Agreement

Clyde H. Fitch, the Awardee, hereby: (a) acknowledges receiving a copy of the Plan and represents that the Awardee is familiar with all provisions of the Plan; and (b) accepts this Agreement and the award of the Restricted Shares under this Agreement subject to all terms, provisions and restrictions of both the Plan and this Agreement.

/s/ Clyde H. Fitch

Clyde H. Fitch

Accepted as of: March 17, 2015

Exhibit 10.5

STATE AUTO FINANCIAL CORPORATION

RESTRICTED STOCK AGREEMENT

UNDER THE

2009 EQUITY INCENTIVE COMPENSATION PLAN

This Restricted Stock Agreement (this “ Agreement ”) is made as of 03/05/2015 (the “ Award Date ”). The Compensation Committee of the Board of Directors of State Auto Financial Corporation, an Ohio corporation (the “ Company ”), hereby awards to James Andrew Yano (the “ Awardee ”) 1,602 common shares, without par value, of the Company (the “ Restricted Shares ”). The Restricted Shares are awarded pursuant to the terms of the Company’s 2009 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.

[Signature page to follow]


STATE AUTO FINANCIAL CORPORATION

By:		/s/ Lorraine M. Siegworth
		Lorraine M. Siegworth, Senior Vice President (as authorized and approved by the Compensation Committee of the Board of Directors)

Acceptance of Agreement

James A. Yano, the Awardee, hereby: (a) acknowledges receiving a copy of the Plan and represents that the Awardee is familiar with all provisions of the Plan; and (b) accepts this Agreement and the award of the Restricted Shares under this Agreement subject to all terms, provisions and restrictions of both the Plan and this Agreement.

/s/ James A. Yano

James A. Yano

Accepted as of: March 17, 2015

Exhibit 10.6

STATE AUTO FINANCIAL CORPORATION

RESTRICTED STOCK AGREEMENT

UNDER THE

2009 EQUITY INCENTIVE COMPENSATION PLAN

This Restricted Stock Agreement (this “ Agreement ”) is made as of 05/07/2015 (the “ Award Date ”). The Compensation Committee of the Board of Directors of State Auto Financial Corporation, an Ohio corporation (the “ Company ”), hereby awards to Michael E. LaRocco (the “ Awardee ”) 7,902 common shares, without par value, of the Company (the “ Restricted Shares ”). The Restricted Shares are awarded pursuant to the terms of the Company’s 2009 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.

[Signature page to follow]


STATE AUTO FINANCIAL CORPORATION

By:		/s/ Lorraine M. Siegworth
		Lorraine M. Siegworth, Senior Vice President (as authorized and approved by the Compensation Committee of the Board of Directors)

Acceptance of Agreement

Michael E. LaRocco, the Awardee, hereby: (a) acknowledges receiving a copy of the Plan and represents that the Awardee is familiar with all provisions of the Plan; and (b) accepts this Agreement and the award of the Restricted Shares under this Agreement subject to all terms, provisions and restrictions of both the Plan and this Agreement.

/s/ Michael E. LaRocco

Michael E. LaRocco

Accepted as of: May 13, 2015