Leadership Bonus Plan



 Exhibit 10.64 
 STATE AUTO FINANCIAL CORPORATION 
 LEADERSHIP BONUS PLAN 
 Article 1.    Establishment and Purpose 
 1.1. Establishment of Plan. State Auto Financial Corporation desires to establish and provide a bonus program for its executive officers and other key management employees, managers and
professionals. This document reflects the material terms and design for such plan, known as the State Auto Financial Corporation Leadership Bonus Plan (the “Plan”). The Plan is intended to provide for performance-based compensation which
is not subject to the deduction limitation rules under Code Section 162(m) as in effect from time to time and as applicable to Covered Employees, and shall remain in effect until terminated by the Board or the Committee. 
 1.2. Purpose. The primary purposes of the Plan are to: 
 (a) Advance the interests of the Company and its shareholders by providing Employees in leadership positions with an
annual bonus incentive to achieve the strategic objectives of the Company; 
 (b) Focus management on key
measures that drive superior financial and business performance and that build shareholder value over the long term; 
 (c) Provide compensation opportunities that are externally competitive and internally consistent with the Company’s strategic objectives and total reward strategies; and 
 (d) Provide bonus opportunities that reward executives, managers and key professionals who are in positions to make
significant contributions to the overall success of the Company. 
 Article 2.    Definitions 

Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the defined meaning is intended, the
term is capitalized: 
 2.1. “Administrator” means the Committee or such other authorized officers or officer of
the Company to whom the power to administer the Plan has been delegated by the Committee. 
 2.2. “Applicable Law”
means the requirements of Code Section 162(m) applicable to performance-based compensation. 
 2.3. “Award”
means the cash bonus a Participant may earn under the Plan as established by the Administrator for a Performance Period. 
 2.4. “Board” or “Board of Directors” means the Board of Directors of State Auto Financial Corporation. 
 2.5. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and rulings of general applicability issued thereunder, as in effect from time to time. 
 2.6. “Committee” means the Compensation Committee of the Board. 
 2.7. “Company” means State Auto Financial Corporation and its related entities, subsidiaries and affiliates, including State
Auto Mutual Insurance Company (“State Auto Mutual”), or any successors thereto (the “State Auto Group”). Notwithstanding the foregoing, whenever the terms of this Plan authorize the Company to take any action, such action shall
be considered properly authorized if taken by the Board, the Committee, or the Administrator as defined herein. 
  

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 2.8. “Covered Employee” means any Employee who is, or who is determined by the
Committee to be likely to become, a “covered employee” within the meaning of Code Section 162(m). 
 2.9.
“Disability” shall have the meaning ascribed to such term in the long term disability plan maintained by the Participant’s employer at the time that the determination regarding Disability is made hereunder. Notwithstanding the
foregoing, if a payment under this Plan is subject to Code Section 409A, “Disability” has the meaning ascribed to such term under that Code section. 
 2.10. “Effective Date” of this document is January 1, 2007. 
 2.11. “Employee” means a regular, active employee of the Company. Directors who are not employed by the Company shall not be considered Employees under the Plan, nor shall independent contractors, leased employees, consultants or
anyone else designated as not eligible to participate in the Plan by the Administrator. 
 2.12. “Final Bonus”
means the actual bonus earned during a Performance Period by a Participant, as determined by the Administrator. 
 2.13.
“Participant” means an Employee who meets the eligibility requirements of Article 3 with respect to one or more Performance Periods. 
 2.14. “Performance Criteria” shall have the meaning set forth in Article 4. 
 2.15. “Performance Period” means the twelve month period beginning on each January 1st
and ending on December 31st during the term of the Plan, or such other time period established by the Administrator from time to time with respect to
which the attainment of Performance Criteria will be determined. 
 2.16. “Plan” means this State
Auto Financial Corporation Leadership Bonus Plan, as may be amended from time to time. 
 Article 3.    Eligibility
and Participation 
 3.1. Eligibility and Participation. The Administrator shall designate, or determine the
methodology and criteria for the designation of, the key Employees who are eligible to receive an Award under the Plan. In general, an Employee may be designated as a key Employee if such Employee holds an executive, management or selected
professional position and is responsible for or contributes to the management, growth, and/or profitability of the business of the Company, one of its subsidiaries or affiliates, or business segments in a material way. Only the Committee may
determine the eligibility of Employees who are Covered Employees. 
 3.2. Partial Performance Period Participation. An
Employee who becomes eligible after the beginning of a Performance Period may participate in the Plan for that Performance Period on a ratable basis. Such situations may include, but are not limited to (a) new hires; or (b) when an
Employee is promoted from a position which did not previously meet the eligibility criteria. The Administrator, in its sole discretion, retains the right to prohibit or allow participation in the initial Performance Period of eligibility for any of
the aforementioned Employees. If an Employee participates for only a portion of a Performance Period for any reason, the Performance Criteria previously established under the Plan for that Performance Period shall apply to any Employees who become
eligible after the beginning of the Performance Period, but his or her Award will be prorated. Such proration shall be based on the number of days the Employee performed services during the Performance Period while a Participant in the Plan over the
total days in the Performance Period, or some similar method adopted by the Committee that results in a ratable reduction of the Award based on the partial Performance Period applicable to the Employee. In addition, in the event a Participant
changes job levels during a Performance Period, the Participant’s Award may be adjusted to reflect the amount of time at each job level during the Performance Period. 

  

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Notwithstanding anything in this Section 3.2 or in the Plan to the contrary, the participation in the Plan for a Covered Employee who becomes eligible
after the beginning of the Performance Period shall comply with the provisions of Code Section 162(m), as set forth in Article 4. 
 3.3. No Right to Participate. No Participant or other Employee shall at any time have a right to be selected for participation in the Plan for any Performance Period, whether or not he or she previously
participated in the Plan. 
 Article 4.    Award Determination 
 4.1. Performance Criteria. As to each Performance Period, the Administrator will establish in writing Performance Criteria based on
one or more of the following performance measures of the State Auto Group over the Performance Period: (i) earnings; (ii) return on capital; (iii) revenue; (iv) premiums; (v) net income; (vi) earnings per share;
(vii) combined ratio; (viii) loss ratio; (ix) expense ratio; (x) assets; (xi) equity; (xii) cash flow; (xiii) stock price; (xiv) total shareholders’ return; (xv) premium growth; (xvi) corporate
surplus growth (defined as growth in State Auto Mutual’s surplus less the impact of the value of its holdings of the Company); and (xvii) individual performance related to personal goals. Performance Criteria applicable to Covered
Employees will not include item (xvii) above (individual performance related to personal goals), unless a separate Award is issued specific to such goals. Any Award issued to a Covered Employee that includes item (xvii) as a Performance
Criteria will not be performance-based compensation governed by Code Section 162(m). Except as otherwise provided herein, the extent to which the Performance Criteria are satisfied will determine the amount, if any, of the Award that will be
earned by each Participant. The Performance Criteria may vary for different Performance Periods and need not be the same for each Participant eligible for an Award for a Performance Period. 
 4.2. Adjustment of Performance Criteria. Once established, the Performance Criteria shall not be changed during the Performance
Period. Subject to the requirements of Code Section 162(m) with respect to Covered Employees, at the time the Award is made and Performance Criteria are established, the Administrator is authorized to determine the manner in which the
Performance Criteria will be calculated or measured to take into account certain factors over which Participants have no or limited control, including, but not limited to, changes in debt levels, changes in accounting principles, and extraordinary
charges or credits to income. 
 4.3. Awards. For each Performance Period established by the Administrator, the
Administrator shall establish an Award for each Covered Employee and for all other Participants. Awards shall be earned based upon the financial performance of the Company or one or more operating groups of the Company and the attainment of
established Performance Criteria during a Performance Period; provided, however, the maximum Award that may be paid to any single Participant for any Performance Period is $2,500,000.00, such maximum Award amount to be pro-rated if the Performance
Period is less than a full fiscal year. Performance Criteria and Awards shall be established prior to the beginning of each Performance Period or as soon as practicable thereafter. If a Participant commences participation after the beginning of a
Performance Period, Performance Criteria in effect for the Participant’s position shall apply for the remaining balance of the Performance Period, unless otherwise determined by the Administrator within 90 days of the date the Employee became a
Participant. In all cases where the Participant is a Covered Employee, the Performance Criteria and Award shall be established in no event later than 90 days following the first day of the Performance Period or after 25% of the Performance Period
has elapsed, if earlier, and the outcome relative to the attainment of the Performance Criteria shall not be substantially certain at the time the Performance Criteria and Award are established. This Section 4.3 is intended to ensure compliance
with the exception from Code Section 162(m) for “performance-based compensation,” and shall be construed, applied and administered accordingly with respect to any Participant who is a Covered Employee. 
 4.4. Final Bonus Determinations. At the end of each Performance Period, the Administrator shall certify in writing the extent to
which the Performance Criteria were met during the Performance Period for any Awards for Covered Employees. If the Performance Criteria for the Performance Period are met, Covered Employees shall be entitled to the payment of the Awards, subject to
the Committee’s exercise of negative discretion to reduce any Final Bonus payable to a Covered Employee based on business objectives established for that Covered Employee or other factors as determined by the Committee in its sole discretion.
With respect to Participants who are not Covered 

  

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Employees, the Administrator will determine the Final Bonus based on the Performance Criteria and other business objectives. The Administrator may adjust (up
or down) any Final Bonus for Participants who are not Covered Employees on the basis of such further considerations as the Administrator shall determine in its sole discretion. 
 Article 5.    Payment of Final Bonuses 
 5.1. Form and Timing of Payment. Each Participant’s Final Bonus shall
be paid in cash, in one lump sum, subject to applicable tax and other authorized withholdings, on or before the 15th day of the third month after the end
of each Performance Period. If payment is delayed due to an unforeseeable event or other administrative delays, payment shall in no event be made later than December 31st of the taxable year following the year in which the Final Bonus was earned. The Administrator may permit or provide for deferred payment of any Final Bonus to a specified date or to a date not less than six
(6) months after termination of employment, in accordance with such conditions and procedures as the Administrator may specify in compliance with the requirements of Code Section 409A. 
 5.2. Unsecured Interest. No Participant or any other party claiming an interest in amounts earned under the Plan shall have any
interest whatsoever in any specific asset of the Company. The Plan is intended to constitute an unfunded plan for incentive compensation. To the extent that any party acquires a right to receive a cash payment under the Plan, such right shall be
equivalent to that of an unsecured general creditor of the Company. 
 Article 6.    Termination of Employment

 6.1. Termination of Employment Due to Death, Disability or Retirement. In the event a Participant’s
employment is terminated during the applicable Performance Period by reason of death, Disability or retirement upon the attainment of early or normal retirement age as defined in the State Auto Insurance Companies Employees’ Retirement Plan,
the Final Bonus determined in accordance with Section 4.4 herein shall be reduced to reflect participation prior to termination only. The Final Bonus, if any, shall be equal to 100% of the Participant’s target bonus, prorated based upon
the length of time that the Participant was employed by the Company during the Performance Period. In the case of a Participant’s Disability, the employment termination shall be deemed to have occurred as of the date that the Administrator
determines was the date on which the definition of Disability was satisfied. The Final Bonus thus determined shall be paid as soon as practicable and reasonable following the Participant’s death, Disability or retirement. The Administrator may
establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of the Participant’s death are to be paid. If no beneficiary is designated, the right of the Participant to
receive any payment under this Plan will pass to the Participant’s estate. 
 6.2. Involuntary Termination of
Employment. If the employment of a Participant is terminated by the Company other than for “Cause” during the fourth quarter of the applicable Performance Period, the Final Bonus determined in accordance with Section 4.4 herein
shall be reduced to reflect participation prior to termination only. The Final Bonus, if any, shall be based upon the actual performance results at the end of the Performance Period and then prorated based upon the length of time that the
Participant was employed by the Company during the Performance Period. The Final Bonus thus determined shall be paid as soon as practicable and reasonable following the end of the Performance Period in which employment termination occurs, and shall
be made at the same time payments are made to participants who did not terminate employment during the applicable Performance Period. Whether an involuntary termination is for “Cause” shall be determined in the absolute discretion of the
Administrator, whose decision shall be final and binding on all parties. 
 6.3. Termination of Employment for Other
Reasons. In the event a Participant’s employment is terminated before the fourth quarter of the Performance Period due to involuntary termination, with or without Cause, all of the Participant’s rights to any Final Bonus for that
Performance Period shall be forfeited unless otherwise determined by the Administrator in its sole discretion due to the business circumstances of the termination, including, but not limited to, a termination in connection with the divestiture of a
business segment or subsidiary or affiliate. If a Participant terminates employment for any other reason prior to the date the Final Bonus, if any, is paid, all of the Participant’s rights to any Final Bonus for that Performance Period shall be
forfeited. Except as provided in Sections 

  

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6.1 and 6.2, only Participants who are, as of the date the Final Bonus, if any, is paid, either current, active Employees or current Employees who are on a
leave of absence authorized by the Company shall be entitled to any Final Bonus earned for the Performance Period. 
 6.4.
Other Forfeiture Events. The Administrator may, in its discretion, require that all or any portion of a Final Bonus is subject to an obligation of repayment to the Company upon the violation of a non-competition and confidentiality covenant
applicable to the Participant. The Administrator may, in its discretion, also require a Participant to repay the Company all or any portion of a Final Bonus if (i) the amount of such Participant’s Final Bonus was calculated based upon the
achievement of certain financial results that were subsequently the subject of a financial statement restatement; (ii) such Participant engaged in fraudulent misconduct that caused or substantially contributed to the need for the financial
statement restatement; and (iii) the amount of such Participant’s Final Bonus would have been lower than the amount actually awarded to such Participant had the financial results been properly reported. This Section 6.4 shall not be
the Company’s exclusive remedy with respect to such matters. This Section 6.4 shall not apply after a “change of control” or “potential change in control” of the Company as defined in the Amended and Restated Equity
Incentive Compensation Plan or any successor plan thereto. 
  

	 Article
	 7.    Rights of Participants 


 7.1. Employment. No person shall have any claim or right to be granted an Award under this Plan and the grant of an Award shall not confer upon any Participant any right to be retained as
an employee of the Company, nor shall it limit or interfere in any way with the right of the Company to terminate the employment of any Participant at any time or to increase or decrease the compensation of any Participant. There is no obligation
for uniformity of treatment of Participants under this Plan or otherwise. 
 7.2. Nontransferability. No right or
interest of any Participant in the Plan shall be assignable or transferable, other than by will or pursuant to the laws of descent and distribution, or subject to any lien, directly, by operation of law or otherwise, including, but not limited to,
by execution, levy, garnishment, attachment, pledge, or bankruptcy, and any attempt to take any such action shall be null and void. 
  

	 Article
	 8.    Administration 


 8.1. Authority of the Administrator. 
 (a)
General. The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee will have full authority to interpret the Plan and the terms of Awards made hereunder, to establish, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions for making or modifying Awards, to correct administrative errors, and to make all other determinations necessary or advisable for the administration of the Plan. All decisions
made by the Committee pursuant to the provisions hereof shall be made in the Committee’s sole discretion and shall be final and binding on all persons. Notwithstanding any other provision of the Plan, the Committee shall not have any discretion
or authority to make changes to any Award that is intended to quality as “performance-based compensation” under Code Section 162(m) to the extent that the existence of such discretion or authority would cause such Award not to so
qualify. 
 (b) Delegation of Authority for the Day-to-Day Administration of the Plan. Except to
the extent prohibited by Applicable Law, the Committee may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan, including the power to approve Awards to Employees who are
not Covered Employees. Such delegation may be revoked at any time. All determinations and decisions of any delegate as to any disputed question arising under the Plan, including questions of construction and interpretation, shall be final, binding
and conclusive upon all parties. 
 8.2. Facility of Payment. If the Administrator deems any person entitled to
receive any amount under the provisions of the Plan to be incapable of receiving or disbursing the same by reason of minority, illness or infirmity, mental incompetence, or incapacity of 

  

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any kind, the Administrator may, in its sole discretion, (i) apply such amount directly for the comfort, support and maintenance of such person;
(ii) reimburse any person for any such support theretofore supplied to the person entitled to receive any such payment; (iii) pay such amount to any person selected by the Administrator to disburse it for such comfort, support and
maintenance, including without limitation, any relative who has undertaken, wholly or partially, the expense of such person’s comfort, care and maintenance, or any institution in whose care or custody the person entitled to the amount may be;
or (iv) with respect to any amount due to a minor, deposit such amount to his or her credit in any savings or commercial bank of the Administrator’s choice, direct that such distribution be paid to the legal guardian, or if none, to a
parent of such person or a responsible adult with whom the minor maintains his or her residence, or to the custodian for such person under the Uniform Gift to Minors Act or Gift to Minors Act, if such payment is permitted by the laws of the state in
which the minor resides. Payment pursuant to this Section 8.2 shall fully discharge the Company, the Board, the Committee, the Administrator, and the Plan from further liability on account thereof. 
  

	 Article
	 9.    Amendments 


 The Committee, without notice, at any time and from time to time, may modify or amend, in whole or in part, any or all of the provisions of the Plan, or suspend or terminate it entirely;
provided, however, that no such modification, amendment, suspension, or termination may, without the consent of a Participant, materially reduce the right of a Participant to a payment or distribution hereunder to which he or she has already become
entitled, as determined under Articles 4 and 6 hereof. Shareholder approval of any amendment will be required only as required by Applicable Law. No new Award may be granted during any period of suspension of the Plan or after termination of the
Plan. 
  

	 Article
	 10.    Miscellaneous 


 10.1. Choice of Law. The Plan and all agreements hereunder shall be governed by and construed in accordance with the laws of the State of Ohio, except as to matters pre-empted or governed
by federal law. 
 10.2. Withholding Taxes. The Company shall have the right to deduct from all cash payments under
the Plan any federal, state, or local taxes required by law to be withheld with respect to any Final Bonus. 
 10.3.
Additional Arrangements. Nothing contained in this Plan shall prevent the Company from adopting other or additional compensation arrangements for any Participant. 
 10.4. Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular, and the
singular shall include the plural. 
 10.5. Severability. In the event any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 
 10.6. Successors. All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to
the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 
 10.7. Titles; Construction. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or
construction of the Plan. Any reference to a section (other than to a section of the Plan) shall also include a successor to such section. 
  

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