(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Mr. Restrepo’s employment term ends on December 31, 2015, unless sooner terminated due to Mr. Restrepo’s disability, death, voluntary termination of employment, or involuntary termination of employment by State Auto for cause or without cause.

The Employment Agreement provides that, unless State Auto and Mr. Restrepo otherwise agree, Mr. Restrepo will retire from State Auto on December 31, 2015. As part of the transition process to his successor, Mr. Restrepo has agreed to participate and cooperate with the identification and selection of his successor, and State Auto has reserved the right to alter Mr. Restrepo’s job title as Chief Executive Officer at any time during the last year of the Employment Agreement.

Mr. Restrepo will receive an annual base salary of $780,000 for 2012, which is the same amount as Mr. Restrepo’s annual base salary for 2011. After 2012, Mr. Restrepo’s annual base salary will be subject to annual increases as authorized by the STFC Compensation Committee.

Mr. Restrepo will participate in the State Auto Financial Corporation Leadership Bonus Plan (the “LBP”) with an incentive bonus target equal to not less than 75% of his then current annual base salary.

Mr. Restrepo will participate in the State Auto Quality Performance Bonus Plan or any similar cash incentive compensation plan generally made available to executives of State Auto (the “QPB Plan”) (so long as the QPB Plan is offered to executives) in accordance with the terms and conditions of the QPB Plan, including any offsets applicable to bonus amounts earned under the LBP.

Mr. Restrepo will participate in the STFC Long Term Incentive Plan (the “LTIP”) in accordance with the terms and conditions of the LTIP.

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

In the event Mr. Restrepo suffers a “disability,” as defined in the Employment Agreement, State Auto may terminate Mr. Restrepo’s employment, in which case Mr. Restrepo will be entitled to receive (i) his full base salary and bonuses accruing under the LBP, QPB Plan and LTIP plans through the date of his separation from service in accordance with the terms of the applicable plan, plus (ii) an annual amount equal to 80% of his then-current base salary, less any disability benefits received from any of State Auto’s long-term disability benefit plans, throughout the period of his disability or until December 31, 2015, whichever first occurs.

In the event of Mr. Restrepo’s death, his beneficiaries will receive payment of his then-current annual base salary for the lesser of 12 months or until December 31, 2015, plus a pro rata share of any bonuses to which Mr. Restrepo would then have been eligible to receive pursuant to the LBP, QPB Plan and LTIP plans, provided that any bonus contemplated by any of those plans was in fact earned under the terms of the applicable plan for the particular period in which the employment term ended.

In the event of Mr. Restrepo’s voluntary termination of employment, including without limitation retirement initiated by Mr. Restrepo and mandatory retirement on December 31, 2015, Mr. Restrepo will be entitled to receive his base salary through the date of termination plus any compensation to which he may be entitled under the LBP, QPB Plan and LTIP plans.

In the event of Mr. Restrepo’s involuntary termination of employment “for cause,” as defined in the Employment Agreement, Mr. Restrepo will be entitled to receive his base salary through the date of termination plus any compensation to which he may be entitled under the LBP, QPB Plan and LTIP plans.

In the event that the Boards of Directors of STFC and State Auto Mutual (collectively, the “Boards”) determine that Mr. Restrepo’s employment should be terminated before December 31, 2015 for any reason other than for death, disability, voluntary separation from service by Mr. Restrepo or “for cause”, Mr. Restrepo will be entitled to receive (i) the continuation of the payment his base salary for the lesser of two years or until

December 31, 2015, plus (ii) a one-year bonus payment equal to (A) the average of the aggregate bonuses under the QPB Plan earned by Mr. Restrepo for each of the two calendar years immediately preceding the calendar year in which the involuntary termination occurred, plus (B) the average of the amount earned under the LBP and LTIP plans for each of the two calendar years immediately preceding the calendar year in with the involuntary termination occurred. Mr. Restrepo will also be entitled to receive an amount equal to the then-current monthly per employee cost of providing State Auto’s health insurance benefit multiplied by 24 or the number of months from the date of termination until December 31, 2015, whichever is less, payable as a single lump sum payment as soon as practicable after separation from service.

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

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

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

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

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

The acquisition by any person of beneficial ownership of 30% or more of STFC’s outstanding voting securities (which percentage will increase or decrease, as the case may be, such that the percentage of securities ownership is consistent with any future changes to the percentage of securities ownership represented in the Change of Control definition in the State Auto Financial equity incentive compensation plan);

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

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

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

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

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

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

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

By Mr. Restrepo for Good Reason (as defined below) at any time within 24 months after a Change of Control; or

By STFC or State Auto Mutual at any time after an agreement has been reached with an unaffiliated third party, the performance of which agreement would result in a Change of Control involving such third party, if such Change of Control is actually consummated within 12 months after the date of such termination.

A lump-sum cash payment equal to 2.99 times Mr. Restrepo’s annual base salary (subject to reduction if Mr. Restrepo is within two years of mandatory retirement on December 31, 2015);

A lump-sum cash payment equal to 2.99 times the maximum possible bonus Mr. Restrepo could receive under State Auto’s short and long term cash incentive plans for the fiscal year in which the Change of Control occurs (subject to reduction if Mr. Restrepo is within two years of mandatory retirement on December 31, 2015); and

A lump-sum cash payment equal the then-current monthly per employee cost of providing State Auto’s health insurance benefit multiplied by 24, or by the number of months until December 31, 2015, whichever is less.

For a two-year period following his termination of employment or until December 31, 2015, whichever is less, life and accidental death and dismemberment insurance coverage equal to that received by Mr. Restrepo immediately prior to his termination of employment (or, if more favorable to Mr. Restrepo, equal to that received by Mr. Restrepo immediately prior to the Change of Control), and disability insurance coverage equal to that received by Mr. Restrepo immediately prior to his termination of employment (or, if more favorable to Mr. Restrepo, equal to that received by Mr. Restrepo immediately prior to the Change of Control);

Retirement benefits as provided by under the applicable defined benefit plans, including Mr. Restrepo’s Supplemental Executive Retirement Plan (the “SERP”) and his Special SERP, with such benefits determined under the terms most favorable to Mr. Restrepo, as further described in the Executive Agreement; and

Out-placement benefits in an amount equal to 15% of Mr. Restrepo’s annual base salary.