STATE AUTO FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT UNDER THERestricted Stock Agreement • May 1st, 2014 • State Auto Financial CORP • Fire, marine & casualty insurance
This Restricted Stock Agreement (this “Agreement”) is made as of March 6, 2014 (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”) 1,783 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.
