STATE AUTO FINANCIAL CORP
EX-10.UU 4TH AMNDMT TO 2000 DIRECTORS STOCK OPTN P
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<TYPE>EX-10.UU
<SEQUENCE>9
<FILENAME>l98135aexv10wuu.txt
<DESCRIPTION>EX-10.UU 4TH AMNDMT TO 2000 DIRECTORS STOCK OPTN P
<TEXT>
<PAGE>
                                 Exhibit 10(UU)

              Fourth Amendment to 2000 Directors Stock Option Plan
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                                FOURTH AMENDMENT
                                       TO
                        STATE AUTO FINANCIAL CORPORATION
                        2000 DIRECTORS STOCK OPTION PLAN


The State Auto Financial Corporation 2000 Directors Stock Option Plan (the
"Plan"), as heretofore amended, is hereby further amended in the following
particulars:

         1.       Section 3. Stock Options. Subsection (a) Grant and Eligibility
                  is hereby deleted in its entirety and replaced by the
                  following:

                  (a)      Grant and Eligibility. All directors of the Company
                           who are not full-time employees of the Company or its
                           Parent or Subsidiary corporations and who are in
                           compliance with the Company's stock ownership
                           guidelines as applicable to such directors are
                           eligible to be granted Awards under the Plan.
                           Promptly following each annual meeting of the
                           shareholders of the Company on or after the effective
                           date of the Plan, each person who is then a director
                           of the Company and not a full-time employee of the
                           Company or its Parent or Subsidiary corporations
                           shall be granted an Option to purchase 4,200 shares
                           of Stock.

         2.       The effective date of this Fourth Amendment is December 1,
                  2002 and this Fourth Amendment shall be deemed to be a part of
                  the Plan as of such date. In the event of any inconsistencies
                  between the provisions of the Plan and this Fourth Amendment,
                  the provisions of this Fourth Amendment shall control. Except
                  as previously modified by the First, Second and Third
                  Amendments and as modified by this Fourth Amendment, the Plan
                  shall continue in full force and effect.




The Fourth Amendment was approved and adopted by the Board of Directors of State
Auto Financial Corporation on March 7, 2003 and recommended for approval by the
Shareholders at the 2003 Annual Meeting of the Shareholders.







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