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1.	Election of three Class II directors, each to hold office for a three-year term, and one Class I director to hold office for a two-year term (the remaining term for that class of directors) and, in each case, until a successor is elected and qualified;

2.	Ratification of the selection of PricewaterhouseCoopers LLP as State Auto Financial Corporation's independent registered public accounting firm for 2020;

3.	Non-binding and advisory vote on the compensation of State Auto Financial Corporation's Named Executive Officers as disclosed in the Proxy Statement for the 2020 Annual Meeting of Shareholders; and

4.	To transact such other business as may properly come before the meeting or any adjournment thereof.

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Base Salary. The Compensation Committee increased the salaries of our NEOs by an average of 3.9% in March of 2019 based on: (i) an evaluation of each individual's skills, experience, performance and strategic importance to the State Auto Group; (ii) increases in the median base salaries for individuals in similar roles at peer companies and other insurers comparable in size to the State Auto Group; and (iii) the Company's overall merit increase budget and policies.

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Short-Term Cash Compensation. The payout under the State Auto Financial Corporation One Team Incentive Plan ("OTIP") for 2019 as a percentage of the target bonus (where the target percentage equals 100%) was 77% for each of the NEOs as a result of the achievement by the personal and commercial segments of the State Auto Group in 2019 of a combined ratio (as defined below in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") of 101.3% and net written premium growth (as defined below in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") of 10.2%.

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Long-Term Incentive Compensation. In 2019, we awarded performance units and cash-based performance award units ("PAUs") to our NEOs under the State Auto Financial Corporation 2017 Long-Term Incentive Plan ("2017 Long-Term Incentive Plan"). The performance units and performance award units ("PAUs") will vest and be earned, if at all, after the completion of the performance period, which is the three-year period from January 1, 2019, through December 31, 2021, based on the combined ratio (as defined below in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") and net written premium growth (as defined below in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") of the personal and commercial segments of the State Auto Group during the performance period.

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•	A Board composed entirely of independent directors as determined under the Nasdaq listing rules, other than the Company's chief executive officer;

•	A Board composed of a majority of directors independent from State Auto Mutual;

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•	An Independent Committee composed entirely of directors independent from State Auto Mutual and as determined under the Nasdaq listing rules;

•	Audit and Compensation Committees composed entirely of independent directors as determined under the Nasdaq listing rules; and

•	Established governance structures, processes and ethics guidelines.

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•	Base Salary. The salaries of our NEOs increased on average by 3.9% in March 2019 in recognition of their continued significant efforts.

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Short-Term Incentive Compensation. The payout under the State Auto Financial Corporation One Team Incentive Plan ("OTIP") for 2019 as a percentage of the target bonus (where the target percentage equals 100%) was 77% for each of the NEOs as a result of the achievement by the personal and commercial segments of the State Auto Group in 2019 of a combined ratio (as defined below in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") of 101.3% and net written premium growth (as defined below in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") of 10.2%.

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Long-Term Incentive Compensation. In 2019, we awarded performance units and cash-based performance award units ("PAUs") to our NEOs under the State Auto Financial Corporation 2017 Long-Term Incentive Plan ("2017 Long-Term Incentive Plan"). The performance units and PAUs will vest and be earned, if at all, after the completion of the performance period, which is the three-year period from January 1, 2019, through December 31, 2021, based on the combined ratio (as defined below in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") and net written premium growth (as defined below in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") of the personal and commercial segments of the State Auto Group during the performance period.

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•	base salary earned during the five-year period;

•	actual annual cash bonuses earned during the period;

•	value of cash incentives earned for multi-year performance plans that began and ended during the period;

•	the vesting date value (as opposed to grant date value) of time-based restricted common share awards granted during the period and the value of any unvested restricted common share awards made during the period based on the Company’s stock price as of December 31, 2018; and

•	any exercised gains on options granted during the period and the paper value of any gains on any unexercised options received during the period based on the Company’s stock price as of December 31, 2018.

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•	No Tax Gross-Up Payments in Change of Control Agreements. The executive change of control agreements between the Company and our NEOs do not entitle our NEOs to any tax gross-up payments. (See below "Agreements with Named Executive Officers").

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Stock Ownership Holding Periods. The Company's Ownership Guidelines (as defined below in "Stock Ownership Guidelines") require our Section 16 officers to hold the net amount of common shares obtained through the exercise of stock options or vesting of restricted common shares until the date on which the officer satisfies the applicable Ownership Target Amount (as defined below in "Stock Ownership Guidelines").

•	Anti-Hedging and Anti-Pledging Policies. All Company associates, including our NEOs, and members of the Board are prohibited from engaging in certain hedging transactions with respect to Company securities held by them. Our executive officers and members of the Board are also prohibited from pledging Company securities as collateral for a loan. (See below "Anti-Hedging and Anti-Pledging Policy").

•	Independent Compensation Consultant. The Compensation Committee's independent compensation consultant, Pay Governance LLC, is engaged directly by the Compensation Committee and performs services solely for the Compensation Committee.

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"Clawback" Obligations and "Clawback" Policy. The employment agreement between the Company and Mr. LaRocco and the change of control agreements between the Company and our NEOs authorize the Board to require the NEO to repay all or any portion of the severance benefits paid to the NEO thereunder upon the occurrence of the events described below in "Agreements with Named Executive Officers" and require the Board to seek repayment of such severance benefits if the Board determines the NEO engaged in fraudulent conduct. In addition, our clawback policy requires the Company to seek to recover certain incentive compensation paid to our executive officers if the Company is required to prepare an accounting restatement (as defined in the clawback policy) or amend previously filed financial statements to correct errors to those financial statements. (See below "Clawback Policy")

•

Limited Committee Discretion to Increase Awards. The Compensation Committee may not increase awards to Covered Employees (as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code")) under our short-term or long-term incentive plans, provided the Compensation Committee may grant discretionary awards to our NEOs under the OTIP and the 2017 Long-Term Incentive Plan. The Compensation Committee retains the discretion to decrease awards under our short-term and long-term incentive plans. Our NEOs have not been paid, and are not eligible for, multi-year guaranteed bonuses.

•	No Repricing of Underwater Stock Options. As stated in the 2009 Equity Plan, the Company will not reprice, replace or repurchase underwater stock options without first obtaining shareholder approval.

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•	Incentivize our Executives to Deliver Exceptional Results. The maximum long-term compensation opportunities based on the achievement of profitable growth under the 2017 Long-Term Incentive Plan would exceed the maximum long-term compensation opportunities historically offered by traditional P&C insurers, but only when our management team delivers exceptional results.

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Reward Profitable Growth. As a result of the radical transformation of, and the increased competition in, the insurance industry, the Compensation Committee believes the Company needs to attract and retain executive talent from both within and outside the insurance industry. In addition, the Compensation Committee wants the short-term and long-term incentive compensation awards to better focus management on achieving profitable growth. The Compensation Committee believes profitable growth (as measured by the combined ratio and net written premium growth (each as defined below in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") of the personal and commercial segments of the State Auto Group) is the most critical result for delivering long-term success and shareholder value. Accordingly, the Compensation Committee primarily values the short-term and long-term incentive compensation awarded to our executives based on the extent to which we achieve profitable growth instead of the compensation practices or performance of peer group companies or the insurance industry. The Compensation Committee believes subjecting all incentive compensation awards to performance measures based on profitable growth will: (i) enhance the alignment between pay and performance; (ii) solidify our One Team structure; (iii) allow us to remain competitive with other industries for top talent; (iv) increase accountability among our management team; (v) improve our ability to adapt to the evolving and increasingly competitive insurance industry; and (vi) align executive compensation with the value delivered to shareholders.

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Increase Executive Ownership of Common Shares. Our executive compensation program places a renewed focus on common share ownership within our management team, which we believe will more directly align the interests of management with the interests of our shareholders. We intend to achieve increased executive ownership of our common shares through the stock-settled performance units, restricted common shares, and deferred stock units awarded pursuant to the 2017 Long-Term Incentive Plan.

•	proxy statements filed by other publicly-held insurance companies comparable to the State Auto Group in terms of both size and type of business (the "NEO Peer Group"); and

•	pay surveys of the insurance and financial services industry relating to public, private and mutually-owned insurance companies and public and private financial services companies (the "Survey Data").

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•	The Company does not have a prescribed mix between cash and non-cash compensation and short-term and long-term compensation, except for how it allocates long-term compensation between the elements of long-term compensation;

•	Neither the Compensation Committee nor the chief executive officer considers the other elements of compensation available to NEOs, such as salary increases, annual bonuses and equity ownership, when setting any one element; and

•	Awards made in prior years or in other parts of our compensation program have not influenced the opportunities or payments made available in the current year.

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"combined ratio" is a measure of the State Auto Group's statutory underwriting profitability (excluding the profitability of the State Auto Group's specialty insurance segment) and is equal to the sum of (i) the State Auto Group's loss and loss adjustment expense ratio (i.e., losses and loss expenses as a percentage of net earned premium) excluding the State Auto Group’s specialty insurance segment’s loss and loss adjustment expense ratio and (ii) the State Auto Group's expense ratio (i.e., underwriting expenses and miscellaneous expenses offset by miscellaneous income as a percentage of net written premium) excluding the State Auto Group’s specialty insurance segment's expense ratio, in each case based upon statutory accounting principles. Combined ratio includes positive or negative reserve development from prior years (excluding reserve development of the State Auto Group's specialty insurance segment). Combined ratio is expressed as a percentage, and a combined ratio of less than 100% indicates underwriting profitability.

•	"net written premium growth" is a measure of the growth in the State Auto Group's total direct written premium volume from existing sources and merger and acquisitions, excluding the total direct written premium volume of the State Auto Group's specialty insurance segment.

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(1)

For 2019, this dollar amount represents the aggregate grant date fair value of the performance units awarded to the NEOs under our 2017 Long-Term Incentive Plan during 2019 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718"). These amounts do not represent the actual amounts that will be realized by the NEOs with respect to such awards. The actual number of performance units awarded in 2019 that will vest and be earned (if any) by each NEO will be based on the net written premium growth (as defined above in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") and combined ratio (as defined above in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") of the personal and commercial segments of the State Auto Group during the applicable performance period (which began on January 1, 2019, and ends on December 31, 2021, for the performance units awarded in 2019). The aggregate grant date fair value of the performance units awarded in 2019 assuming we achieve the maximum performance level is as follows: Mr. LaRocco, $11,772,109; Mr. English, $2,880,805; Mr. Garland, $2,783,432; Mr. Tacchetti, $2,669,492; and Mr. Stachura, $2,063,836. See "Compensation Discussion and Analysis—2019 Executive Compensation Plan Elements—Long-Term Equity and Cash Incentive Compensation—2019 Performance Unit Awards" for more information concerning the performance units awarded in 2019.

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(2)	For 2019 non-equity incentive plan compensation, the dollar amounts shown in this column reflect the aggregate total of the following awards earned in 2019 by each NEO under the OTIP performance award for 2019 and the PAUs awarded under the 2017 Long-Term Incentive Plan for the 2017-2019 performance period:

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(3)	The dollar amounts shown in this column reflect the change in the pension values for each of our NEOs, including amounts accruing under our Retirement Plan and SERPs in which certain of our NEOs participate. None of our NEOs who participate in our non-qualified deferred compensation plan receive preferential or above-market earnings.

(4)	The table below shows the components of the "All Other Compensation" column for 2017 through 2019.

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(a)

The dollar amounts in this column reflect Company-paid matches and contributions under our 401(k) and/or non-qualified deferred compensation plans. None of the amounts paid as matches or contributions received preferential earnings or interest. The dollar amount includes $2,692 in additional Company contributions under our 401(k) plan on behalf of Mr. English (including $817 in gross-up payments for the taxes incurred by Mr. English in connection with such contributions) resulting from the Company correcting a previous interpretation of the plan's limitations on contributions.

(b)	The dollar amounts in this column reflect spousal/guest travel hosting on agent incentive trips and gross-up payments for the taxes incurred by the NEOs in connection with their receipt of such payments.

(c)

The dollar amount in this column for 2019 reflects $59,741 in payments made to Mr. Garland to reimburse him for moving expenses (including $18,126 in gross-up payments for the taxes incurred by Mr. Garland in connection with his receipt of such payments).The dollar amount in this column for 2018 reflects $4,591 in payments made to Mr. Garland to reimburse him for expenses he incurred in connection with relocation to Columbus, Ohio.

(d)

The dollar amount in this column for 2018 reflects $18,803 in payments made to Mr. Garland to reimburse him for travel expenses (including $5,707 in gross-up payments for the taxes incurred by Mr. Garland in connection with his receipt of such payments). The dollar amount in this column for 2017 reflects $40,799 in payments made to Mr. Garland to reimburse him for travel expenses (including $13,607 in gross-up payments for the taxes incurred by Mr. Garland in connection with his receipt of such payments).

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(1)

In 2019, all of our NEOs received performance unit awards under our 2017 Long-Term Incentive Plan. The amounts shown reflect the target and maximum number of performance units each NEO is eligible to earn based on our net written premium growth (as defined above in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") and combined ratio (as defined above in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") of the personal and commercial segments of the State Auto Group during the performance period which began on January 1, 2019, and ends on December 31, 2021. The grant date fair value of these performance units was determined in accordance with ASC Topic 718. For a further discussion of the performance units awarded to the NEOs in 2019, see "Compensation Discussion and Analysis—2019 Executive Compensation Program Elements—Long-Term Equity and Cash Incentive Compensation—2019 Performance Unit Awards."

(2)

In 2019, all of our NEOs participated in the OTIP, our annual cash incentive bonus plan. For our NEOs, performance bonus awards under the OTIP are based upon the achievement of one or more performance measures of the Company (or one or more business segments or subgroups of the Company) over the performance period. The Compensation Committee selected net written premium growth (as defined above in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") and combined ratio (as defined above in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") of the personal and commercial segments of the State Auto Group as the performance measures for the OTIP performance bonus awards for each of the NEOs in 2019. The amounts shown reflect the target and maximum bonus each NEO may earn based on the achievement of the performance goals. In 2019, the personal and commercial segments of the State Auto Group achieved a combined ratio of 101.3% and net written premium growth of 10.2%, which resulted in our NEOs earning the following OTIP performance bonus awards for 2019: Mr. LaRocco, $1,007,182; Mr. English, $349,189; Mr. Garland, $337,374; Mr. Tacchetti, $323,585; and Mr. Stachura, $264,899. For a further discussion of the 2019 OTIP performance bonus awards, see "Compensation Discussion and Analysis—2019 Executive Compensation Program Elements—Short-Term Incentive Compensation—OTIP Performance Bonus Awards."

(3)

In 2019, all of our NEOs received PAU awards under our 2017 Long-Term Incentive Plan. The amounts shown reflect the target and maximum amounts each NEO is eligible to earn based on net written premium growth (as defined above in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") and combined ratio (as defined above in "2019 Executive Compensation Program Elements—Short-Term Incentive Compensation") of the personal and commercial segments of the State Auto Group during the performance period which began on January 1, 2019, and ends on December 31, 2021. For a further discussion of the 2019 PAU awards, see "Compensation Discussion and Analysis—2019 Executive Compensation Program Elements—Long-Term Equity and Cash Incentive Compensation—2019 Performance Award Unit Awards."

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(1)	All options listed in this table are exercisable for a ten-year period from their respective date of grant.

(2)

The amounts shown reflect the aggregate number of unvested time-based restricted common shares awarded to the NEOs in 2018 and unvested time-based deferred stock units awarded to Mr. LaRocco in 2018. 10,000 of the time-based restricted common shares awarded to each of Messrs. English, Garland, Tacchetti and Stachura in 2018 vest equally in 25% increments over a four-year period beginning on December 31, 2018. The remaining time-based restricted common shares awarded to our NEOs in 2018 vest equally in one-third increments over a three-year period beginning on December 31, 2018. The time-based deferred stock units vest equally in one-third increments over a three-year period beginning on the day preceding the first anniversary of the grant date.

(3)

The amounts shown reflect (a) the target number of performance units awarded to the NEOs in 2018 and 2019 under the 2017 Long-Term Incentive Plan, (b) the target number of unvested performance-based restricted common shares awarded to Messrs. English, Garland, Tacchetti and Stachura in 2018 under the 2017 Long-Term Incentive Plan and (c) the target number of unvested performance-based deferred stock units awarded to Mr. LaRocco in 2018 under the 2017 Long-Term Incentive Plan. Assuming that we achieve the maximum performance goals applicable to such performance units, the amounts shown would increase to: 334,935 for Mr. LaRocco; 80,525 for Mr. English; 75,555 for Mr. Garland; 66,980 for Mr. Tacchetti; and 58,895 for Mr. Stachura. The actual number of performance units that will vest and be earned (if any) by each NEO will be based on our net written premium growth and combined ratio during the applicable performance period (which began on January 1, 2019, and ends on December 31, 2021, for the performance units awarded in 2019 and which began on January 1, 2018, and ends on December 31, 2020, for the performance units awarded in 2018).

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(4)

The amounts shown reflect the aggregate market value as of December 31, 2019, of (a) the target number of performance units awarded to the NEOs in 2018 and 2019, (b) the target number of unvested performance-based restricted common shares awarded to the NEOs in 2018 and (c) the target number of unvested performance-based deferred stock units awarded to Mr. LaRocco in 2018, calculated by multiplying such number of performance units, performance-based restricted common shares and performance-based deferred stock units by $31.02 (the closing market price of our common shares on December 31, 2019, the last trading day of 2019). Assuming we achieve the maximum performance goals applicable to such performance units, the amounts shown would increase to: $10,389,684 for Mr. LaRocco; $2,497,886 for Mr. English; $2,343,716 for Mr. Garland; $2,077,720 for Mr. Tacchetti; and $1,826,923 for Mr. Stachura.

(1)	This dollar amount represents the aggregate difference between the exercise price of the options and the closing market price of our common shares on the grant date.

(2)	This dollar amount represents the number of common shares underlying the unvested restricted common shares on the vesting date multiplied by the closing market price of our common shares on the vesting date.

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(1)

The amounts shown in this column represent the present value of the normal retirement benefit each NEO would receive under the Retirement Plan, SERP and individual supplemental executive retirement plans if the NEO were to retire at his normal retirement age. Normal retirement age under the plans is defined as attaining age 65. The normal retirement benefit is equal to the sum of 1.75% of a participant's "covered compensation" multiplied by the participant's years of service plus 0.65% of a participant’s covered compensation multiplied by the participant's years of service. The normal form of benefit is a single life annuity. However, participants may elect a joint and survivor annuity with a survivor benefit of up to 100% of the participant's benefit. A participant who elects a joint and survivor annuity receives a reduced annual benefit, with a joint and 100% survivor annuity providing the smallest annual benefit. Participants who have attained age 55 with 15 years of service may receive an early retirement benefit under the plans. The early retirement benefit for a participant is reduced by 5% for each year prior to age 65 for a participant who terminates between ages 55 and 59 and by 4% for each year prior to age 65 for a participant who terminates between ages 60 and 65. If a participant were to retire at age 55, their normal retirement benefit would be reduced by 45%. As of December 31, 2019, Mr. English is the only NEO eligible for early retirement benefits under the plans. Participants may elect to receive up to 50% of their benefits in a lump-sum upon their retirement.

(2)	Messrs. LaRocco, Garland, Tacchetti and Stachura are not eligible to participate in the Retirement Plan or SERP and are not a party to an individual supplemental executive retirement plan.

(3)

Includes Mr. English's one year of service with Meridian Insurance Group, Inc. ("MIGI"). Mr. English was previously an executive officer with MIGI, which was acquired by State Auto Mutual in 2001. Following this acquisition, Mr. English became our associate, and for purposes of the Retirement Plan, he was given credit for his one year of eligible service with MIGI (total actuarial value of $32,713 within the Retirement Plan and $20,136 within the SERP).

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(1)	Contributions by the NEO or by us, as the case may be, were made pursuant to the Shadow Plan.

(2)	The dollar amounts shown in this column are included in the "Salary" column in the Summary Compensation Table for 2019.

(3)	The dollar amounts shown in this column are included in the "All Other Compensation" column in the Summary Compensation Table for 2019 and are discussed in the footnotes thereto.

(4)	The dollar amounts shown in this column reflect the total earnings on dollars deposited into the NEO's account in 2019 and all prior years for which the NEO deferred compensation on a non-qualified basis. Earnings are not preferential, in any sense. The dollars in these accounts are invested in investment funds that mirror the investment funds offered to participants in our RSP.

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•	the willful and continued failure of the executive to perform the executive's duties (other than any such failure resulting from incapacity due to a disability), after a written demand for performance is delivered to the executive which specifically identifies the manner in which the executive has not performed the executive's duties;

•	the willful engaging by the executive in illegal conduct or gross misconduct which has a material adverse effect on the Company;

•	the breach of any of the confidentiality, non-competition or non-solicitation covenants imposed by the employment agreement; or

•	the willful failure by the executive to comply with any code of conduct or code of ethics applicable to the executive.

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•	the continuation of the payment of his then-current base salary for 24 months;

•	a one-year bonus payment equal to the average of the aggregate bonuses Mr. LaRocco earned under the OTIP and 2017 Long-Term Incentive Plan or Prior LTIP for each of the two years immediately preceding the year in which the termination occurred; and

•	an amount equal to the then current monthly per associate cost of providing State Auto's health insurance benefit multiplied by 24, payable as a single lump sum payment as soon as practicable after separation from service.

•	a material diminution in base salary for any reason, other than in connection with either exigent circumstances or the termination of his employment;

•	a material diminution in his authority, duties or responsibilities;

•	a material change in the geographic location in which he must perform services under the employment agreement; and

•	any other action or inaction that constitutes a material breach of the employment agreement.

•	Mr. LaRocco violates any of the non-competition, non-solicitation or confidentiality covenants applicable to Mr. LaRocco;

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(i) the amount of such benefits are calculated based upon the achievement of certain financial results that are subsequently the subject of a financial statement restatement by the Company; (ii) Mr. LaRocco engaged in conduct detrimental to State Auto, which caused or substantially contributed to the need for the financial statement restatement by State Auto; and (iii) the amount of his severance and separation benefits would have been lower than the amount actually awarded to him had the financial results been properly reported; or

•	Mr. LaRocco engages in any conduct detrimental to the Company during the employment term which has a material adverse effect on the Company or any fraudulent conduct.

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•	by us at any time within 24 months after a Change of Control;

•	by Mr. LaRocco for good reason (as defined in the executive agreement) at any time within 24 months after a Change of Control; or

•	by us at any time after an agreement has been reached with an unaffiliated third party, the performance of which would result in a Change of Control involving that party, if such Change of Control is consummated within 12 months after the date of Mr. LaRocco's termination.

•	a lump sum cash payment equal to 2.99 times Mr. LaRocco's then current annual base salary;

•	a lump sum cash payment equal to (i) 2.99 times the average of the annual aggregate bonuses Mr. LaRocco earned under the OTIP for the three years immediately preceding the year in which the Change of Control occurs plus (ii) a prorated annual incentive payment for the year in which the Change of Control occurs based on the target award level established for such year;

•	an amount equal to the then current monthly per associate cost of providing the Company's health insurance benefit multiplied by 36;

•	outplacement benefits up to $35,000 plus travel expense of up to $5,000; and

•	stock options or other equity-based awards held by Mr. LaRocco become exercisable in accordance with the applicable terms of the equity compensation plans and award agreements.

•	Mr. LaRocco violates any of the non-competition, non-solicitation or confidentiality covenants applicable to Mr. LaRocco;

•	(i) the Company calculated the benefits paid to Mr. LaRocco based upon certain financial results that the Company subsequently restates; (ii) Mr. LaRocco engaged in conduct that caused or substantially contributed to the restatement; and (iii) the benefits paid to him would have been reduced if they had been calculated based on the restated financial results; or

•	Mr. LaRocco engages in any conduct detrimental to the Company during the employment term which has a material adverse effect on the Company or any fraudulent conduct.

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•	the acquisition by any person of beneficial ownership of 30% or more of the Company'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 in Control definition in the 2017 Long-Term Incentive Plan);

•	a majority of the Board is comprised of other than continuing directors;

•	any event or transaction that the Company would be required to report under Item 6(e) of Schedule 14A;

•	a merger involving the Company where the Company'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 the Company, including a sale of assets or earning power aggregating more than 50% of the assets or earning power of the Company on a consolidated basis;

•	a reorganization or other corporate event involving the Company which would have the same effect as any of the above-described events; and

•	State Auto Mutual affiliates with or is merged into or consolidated with a third party or completes a conversion to a stock insurance company and, as a result, a majority of the Board of Directors of State Auto Mutual or its successor is comprised of other than continuing directors.

•	by us at any time within 24 months after a Change of Control (for any reason other than for cause or the death or disability of the executive);

•	by the executive for good reason (as defined in the executive agreement) at any time within 24 months after a Change of Control; or

•	by us (for any reason other than for cause or the death or disability of the executive) at any time after an agreement has been reached with an unaffiliated third party, the performance of which would result in a Change of Control involving that party, if such Change of Control is actually consummated within 12 months after the date of the executive's termination.

•	a lump sum cash payment equal to two times the executive's annual base salary;

•	a lump sum cash payment equal to (i) two times the average of the annual aggregate bonus earned by the executive under the OTIP during the three fiscal years immediately preceding the year in which the Change of Control occurs plus (ii) a prorated annual incentive payment for the year in which the Change of Control occurs based on the target award level established for such year;

•	outplacement benefits up to a maximum amount equal to 15% of the executive's annual base salary plus up to $5,000 to reimburse the executive for travel expenses incurred in connection with seeking new employment;

•	stock options and other equity awards held by the executive become exercisable in accordance with the terms of the applicable plan and award agreement; and

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•	an amount equal to the then current monthly per associate cost of providing the Company's health insurance benefit multiplied by 24.

•	the executive violates any of the non-competition, non-solicitation or confidentiality covenants applicable to the executive;

•	(i) the Company calculated the benefits paid to the executive based upon certain financial results that the Company subsequently restates, (ii) the executive engaged in conduct that caused or substantially contributed to the restatement and (iii) the benefits paid to the executive would have been reduced if they had been calculated based on the restated financial results; or

•	the executive engages in any conduct detrimental to the Company during the employment term which has a material adverse effect on the Company.

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(1)

The potential post-employment payments and benefits shown in this table are payable to Messrs. LaRocco, English, Garland, Tacchetti and Stachura pursuant to their respective employment and/or executive agreements with us and the applicable terms of the OTIP, Prior LTIP, 2017 Long-Term Incentive Plan, 2009 Equity Plan and associated award agreements. The NEOs have no other agreement or plan which provides them with potential post-employment payments or benefits, except in the case of disability, where we provide long-term disability benefits to all of our associates subject to certain terms and conditions. Unless otherwise indicated, all payments would be made in one lump sum amount. For narrative disclosure of the material terms of our agreements with Messrs. LaRocco, English, Garland, Tacchetti, and Stachura see above "Agreements with Named Executive Officers" and the narrative disclosure immediately preceding this table.

(2)

Mr. LaRocco's employment agreement entitles him to terminate his employment for good reason (as defined in his employment agreement) independent of a change in control, in which case he would be entitled to the same payments and benefits shown in the termination without cause column. There are no provisions under the applicable agreements permitting the other NEOs to terminate their employment for good reason prior to a change of control of our Company or State Auto Mutual.

(3)	This dollar amount represents the continuation of the payment of Mr. LaRocco's base salary for 24 months.

(4)	If terminated for disability, the NEO would be entitled to receive 60% of his or her base salary as of December 31, 2019, until retirement at age 65 or the disability terminates, payable in accordance with the Company’s standard payroll practices. The Company cannot develop a reasonable estimate of the aggregate amount that would be payable to the NEO for this benefit.

(5)	This dollar amount represents 2.99 times Mr. LaRocco's annual base salary on December 31, 2019.

(6)

Mr. LaRocco would not be entitled to any cash award under the OTIP or 2017 Long-Term Incentive Plan in the event his employment is terminated for cause or in the event he voluntarily terminates his employment without good reason; provided, that if his employment is terminated for cause or he voluntarily terminates his employment without good reason on the last day of the performance period applicable to PAUs awarded under the 2017 Long-Term Incentive Plan, such PAUs will vest to the extent that the Compensation Committee determines that the applicable performance goals have been satisfied. In the event Mr. LaRocco is terminated by reason of his death or disability, he would be entitled to a cash award under the OTIP and 2017 Long-Term Incentive Plan for each performance period in effect as of the date of termination equal to his target award for each such performance period multiplied by a fraction, the numerator would be the number of days of employment in the performance period through the date of termination, and the denominator would be the number of days in the performance period.

(7)

Mr. LaRocco's employment agreement provides, if he is terminated without cause (other than in the event of his death, disability or retirement) or if he terminates his employment for good reason, he would be entitled to receive a payment equal to the average of the amounts he earned under the OTIP and the 2017 Long-Term Incentive Plan or Prior LTIP, as applicable, for each of the two years immediately preceding the year in which the termination occurred. Mr. LaRocco would also be entitled a prorated cash award under the 2017 Long-Term Incentive Plan for each performance period in effect as of the date of termination based upon the length of time he was employed by the Company during the performance period. The Company cannot develop a reasonable estimate of any cash amounts payable with respect to awards under the 2017 Long-Term Incentive Plan that are subject to performance periods ending after 2019 because it does not have final performance data for such performance periods. Accordingly, the Company has assumed, solely for the purpose of providing a quantification of such cash amounts that would be payable to Mr. LaRocco upon a hypothetical termination of his employment without cause or for good reason, each of the performance measures applicable to such performance periods would be satisfied at the target level. In addition, Mr. LaRocco would be entitled to the actual amount he earned under the OTIP for 2019.

(8)	This dollar amount represents the amount of cash compensation to which the NEO is entitled pursuant to the OTIP and the 2017 Long-Term Incentive Plan as of December 31, 2019.

(9)	This dollar amount represents 2.99 times the sum of the average of the annual aggregate bonuses Mr. LaRocco earned for the three years immediately preceding the year in which the Change of Control occurs ($1,865,760) plus the target OTIP award established for Mr. LaRocco for 2019 ($1,308,029).

(10)	The dollar amounts in this row include restricted stock that vested on December 31, 2019.

(11)

In the event of a change of control (as defined in the 2017 Long-Term Incentive Plan), all of the unvested restricted common shares held by the NEO would vest and be earned assuming that the successor entity to the Company in the change of control does not assume the restricted common share awards. The NEO would forfeit all unvested restricted common shares in the event the NEO's employment is terminated for cause or the NEO voluntarily terminates his employment (unless the NEO is retirement eligible). In the event of the termination of the NEO's employment by reason of his death or disability, the unvested restricted common shares held by the NEO would vest and be earned. This dollar amount represents the number of common shares underlying the unvested restricted common shares held by the NEO on December 31, 2019, that would vest and be earned upon the termination event, multiplied by the closing market price of our common shares on December 31, 2019 ($31.02).

(12)	This dollar amount represents the monthly per associate cost of providing State Auto's health insurance benefit as of December 31, 2019, ($1,818) multiplied by 24.

(13)	This dollar amount represents our estimate of the present value of the health benefits the NEO would be entitled to if the NEO was terminated on December 31, 2019, by reason of his or her disability.

(14)	This dollar amount represents the monthly per associate cost of providing State Auto's health insurance benefit as of December 31, 2019, ($1,294) multiplied by 36.

(15)	This dollar amount represents the maximum amount for which the Company will reimburse the NEO for expenses he incurs in connection with seeking new employment (up to $35,000) for outplacement services and up to $5,000 for travel expenses incurred in connection with seeking new employment).

(16)	This dollar amount represents the value of the retirement benefits payable to the NEO or his beneficiaries under the retirement plans of the Company in which the NEO participates assuming the termination event was effective on December 31, 2019.

(17)	This dollar amount represents two times the NEO's annual base salary as of December 31, 2019.

(18)

In the event an NEO other than our Chief Executive Officer is terminated without cause, the NEO would be entitled to a prorated cash award under the OTIP and the 2017 Long-Term Incentive Plan for each performance period in effect as of the date of termination based upon the length of time the NEO was employed by the Company during the performance period. The Company cannot develop a reasonable estimate of any cash amounts payable with respect to awards under the 2017 Long-Term Incentive Plan that are subject to performance periods ending after 2019 because it does not have final performance data for such performance periods. Accordingly, the Company has assumed, solely for the purpose of providing a quantification of the cash amounts that would be payable to the NEO upon a hypothetical termination of his employment without cause, each of the performance measures applicable to such performance periods would be satisfied at the target level. The NEO would not be entitled to any cash award under the 2017 Long-Term Incentive Plan in the event his employment is terminated for cause or the NEO voluntarily terminates his employment (unless the NEO is retirement eligible); provided, that if the NEO's employment is terminated for cause or the NEO voluntarily terminates his employment on the last day of the performance period applicable to PAUs awarded under the 2017 Long-Term Incentive Plan, such PAUs will vest to the extent that the Compensation Committee determines that the applicable performance goals have been satisfied. In the event of termination of the NEO's employment by reason of his death or disability, the NEO would be entitled to a cash award under the OTIP and the 2017 Long-Term Incentive Plan for each performance period in effect as of the date of termination equal to his target award for each such performance period multiplied by a fraction, the numerator of which would be the number of days of employment in the performance period through the date of termination, and the denominator of which would be the number of days in the performance period.

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(19)	This dollar amount represents two times the average of the annual aggregate bonus earned by the executive under the OTIP for 2016, 2017 and 2018 plus the target OTIP award established for the executive for 2019.

(20)	This dollar amount represents 15% of the value of the NEO’s annual base salary as of December 31, 2019, plus a travel expense account of up to $5,000 to reimburse the NEO for travel expenses he incurs in connection with seeking new employment.

(21)	This dollar amount represents the monthly per associate cost of providing State Auto's health insurance benefit as of December 31, 2019, ($1,294) multiplied by 24.

(22)

In the event of a change in control (as defined in the 2017 Long-Term Incentive Plan) or if an NEO is terminated without cause, a prorated portion of the performance units held by the NEO would vest and be earned based on our actual performance as of the end of the performance period applicable to the performance units. The prorated amount will be based on the number of days the NEO remained employed during the performance period. The Company cannot develop a reasonable estimate of the number of performance units subject to a performance period ending after 2019 that would vest and be earned in the event of a change in control or if the NEO is terminated without cause because it does not have final performance data for such performance periods. Accordingly, the Company has assumed, solely for the purpose of providing a quantification of the value of the performance units that would vest upon a hypothetical termination, each of the performance measures applicable to such performance periods would be satisfied at the target level. The NEO would forfeit all performance units held by the NEO in the event his employment is terminated for cause or the NEO voluntarily terminates his employment (unless the NEO is retirement eligible); provided, that if the NEO's employment is terminated for cause or the NEO voluntarily terminates his employment on the last day of the performance period applicable to performance units awarded under the 2017 Long-Term Incentive Plan, such performance units will vest to the extent that the Compensation Committee determines that the applicable performance goals have been satisfied. In the event of termination of the NEO's employment by reason of his death or disability, the target number of performance units held by the NEO would vest and be earned. The dollar amount represents the number of common shares underlying the unvested performance units held by the NEO on December 31, 2019, that would vest and be earned upon the termination event, multiplied by the closing market price of our common shares on December 31, 2019 ($31.02).

(23)

In the event of a change of control (as defined in the 2017 Long-Term Incentive Plan), all of the deferred stock units held by Mr. LaRocco would vest and be earned assuming that the successor entity to the Company in the change of control does not assume the deferred stock unit awards. Mr. LaRocco would forfeit all deferred stock units in the event his employment is terminated for cause or he voluntarily terminates his employment (unless he is retirement eligible). In the event of the termination of Mr. LaRocco's employment by reason of his death or disability, the deferred stock units held by Mr. LaRocco would vest and be earned. This dollar amount represents the number of common shares underlying the unvested deferred stock units held by Mr. LaRocco on December 31, 2019, that would vest and be earned upon the termination event, multiplied by the closing market price of our common shares on December 31, 2019 ($31.02).

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(1)

Except as indicated in the notes to this table, the persons named in the table and/or their spouses have sole voting and investment power with respect to all common shares shown as beneficially owned by them. Includes restricted stock that vests on a time (and not performance) basis, and associated restricted stock dividend reinvestment, as appropriate, for Named Executive Officers, as further described below.

(2)	With respect to stock options, this table includes only stock options for common shares which are currently exercisable or exercisable within 60 days of March 16, 2020, and "in the money" based on a price of $26.45, which represents the average closing price for the Company’s common shares during the 30-day period ending on March 16, 2020.

(3)	Represents RSUs granted under the Directors' RSU Plan. Includes dividend equivalents reinvested in our common shares of: Mr. Baker—4,615; Mr. Fiorile—608; Mrs. Hubbard—295; Mrs. Mallesch—2,952; Mr. Meuse—5,119; Mrs. Pouraghabagher—182; Ms. Roberts—5,643.

(4)

Includes unvested common shares underlying a time-based deferred stock unit award of 20,000 units which vest over a three year period, with one-third vesting each year on the last day of February, beginning in 2019 and ending in 2021, unless Mr. LaRocco's employment is terminated or he violates any provision of the deferred stock unit agreement applicable to these units. However, if Mr. LaRocco's employment is terminated in connection with a change of control of the Company, these units will not be forfeited, and will automatically vest on the date of Mr. LaRocco's termination of employment. These units are also subject to restrictions on transfer until they vest according to the three year vesting schedule.

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(5)

Includes unvested common shares underlying time-based restricted stock awards made to the Named Executive Officers and other officers on March 1, 2018. On that date, the Compensation Committee made the following restricted stock awards to the Named Executive Officers and other Section 16 Officers: Mr. LaRocco—8,363 common shares; Mr. English—3,337 common shares; Mr. Garland—3,171 common shares; Mr. Tacchetti—2,376 common shares; Mr. Stachura—2,335 common shares; and Section 16 Officers as a group—27,049 common shares. These shares vest over a three year period, with one-third vesting each year beginning on December 31, 2018, and ending on December 31, 2020. The common shares, or some portion thereof, are subject to a risk of forfeiture if, prior to December 31, 2020, the award recipient's employment is terminated or he or she violates any provision of the restricted stock agreement applicable to these common shares. However, these common shares will not be forfeited, and will automatically vest, if, prior to December 31, 2020, the award recipient'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 they vest according to the three year vesting schedule.

(6)

Includes unvested common shares underlying time-based restricted stock awards made to the Named Executive Officers on March 1, 2018. On that date, the Compensation Committee made the following time-based restricted stock awards to the Named Executive Officers: Mr. English—10,000 common shares; Mr. Garland—10,000 common shares; Mr. Tacchetti—10,000 common shares; and Mr. Stachura—10,000 common shares. These shares vest over a four year period, with one-quarter vesting each year end beginning on December 31, 2018, and ending on December 31, 2021, unless individually, any of the above named executive officer's employment is terminated or they violate any provision of the restricted stock agreement applicable to these shares. However, if any of the above named executive officer's employment is terminated in connection with a change of control of the Company, the individual named executive officer’s shares will not be forfeited, and will automatically vest on the date of the award recipient's termination of employment. These shares are also subject to restrictions on transfer until they vest according to the four year vesting schedule.

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(1)

Includes 759,722 common shares issuable upon exercise of stock options granted under the 2009 Equity Plan, 402,689 common shares issuable upon vesting of performance units granted under the 2017 Long-Term Incentive Plan, 33,334 common shares issuable upon vesting of deferred stock units granted under the 2017 Long-Term Incentive Plan, and 78,857 common shares issuable upon vesting of RSUs granted under the Directors' RSU Plan.

(2)

The weighted-average exercise price relates to the stock options granted under the 2009 Equity Plan. The weighted-average exercise price does not take into account the performance units or deferred stock units granted under the 2017 Long-Term Incentive Plan or the RSUs granted under the Directors' RSU Plan because the performance units, deferred stock units and RSUs are full value awards and have no exercise price.

(3)

Includes 1,872,598 common shares available for issuance under the 2017 Long-Term Incentive Plan and 22,375 common shares available for issuance under our Employee Stock Purchase Plan. As of December 31, 2019, there were 66,471 common shares subject to purchase under the Employee Stock Purchase Plan, 92,100 common shares subject to unvested restricted stock awards granted under the 2017 Long-Term Incentive Plan. Does not include the number of common shares remaining available for future issuance under the Directors' RSU Plan because the Directors' RSU Plan imposes an annual limit on the number of RSUs that may be granted to each director (10,000 RSUs, each of which represents one common share) and does not impose an aggregate limit on the number of common shares that may be awarded under the Directors' RSU Plan upon the vesting of the RSUs. As a result, the number of common shares remaining available for future issuance under the Directors' RSU Plan cannot be determined at this time.

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