POWER OF ATTORNEY FOR SUZANNE MARIE SINCLAIR
Know all by these presents that I, Suzanne Marie Sinclair,
do hereby appoint MELISSAA. CENTERS, my true and lawful
attorney-in-fact to:
(1) Prepare, execute in my name and on my behalf, and
submit to the U.S. Securities and Exchange Commission
(the SEC) a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain
codes and passwords enabling me to make electronic
filings with the SEC of reports required by Section 16(a)
of the Securities Act of 1934 or any rule or regulation
of the SEC;
(2) Execute for me and on my behalf, in my capacity as
an officer and/or director of State Auto Financial
Corporation (the Company), Forms 3, 4, and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;
(3) Do and perform any and all acts for me and on my
behalf which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5, complete and execute
any amendment or amendments thereto, and file such form
with the SEC and any stock exchange or similar authority;
and
(4) Take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, me, it being
understood that the documents executed by such
attorney-in-fact on my behalf pursuant to this Power
of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
I hereby grant to each such attorney-in-fact full power
and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes
as I might or could do if personally present, with
full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein
granted. I acknowledge that the foregoing
attorney-in-fact, in serving in such capacity at my
request, is not assuming, nor is the Company assuming,
any of my responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and
effect until I am no longer required to file Forms 3,
4,and 5 with respect to my holdings of and transactions
in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 27th day
of February, 2017.
Signature: /s/ Suzanne M. Sinclair
Print Name: Suzanne M. Sinclair
