STATE AUTO FINANCIAL CORP
EXHIBIT 10 EE
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<FILENAME>l92931aex10-ee.txt
<DESCRIPTION>EXHIBIT 10 EE
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                                                                   EXIBIT 10(EE)

                                 THIRD AMENDMENT
                                       TO
                        STATE AUTO FINANCIAL CORPORATION
                        2000 DIRECTORS STOCK OPTION PLAN


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

     1.   The first paragraph of Section 1 Purpose; Definitions is hereby
          deleted in its entirety and replaced by the following:

               The 2000 Directors Stock Option Plan (the "Plan") of State Auto
               Financial Corporation, an Ohio corporation (the "Company"), is
               intended to encourage directors of the Company who are not
               full-time employees of the Company, its Subsidiaries or its
               Parent corporation to acquire or increase and retain a financial
               interest in the Company and to strengthen the mutuality of
               interests between such directors and the Company's shareholders
               by offering such directors options to purchase Common Shares of
               the Company.


     2.   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 1,500 shares of Stock.

     3.   The effective date of this Third Amendment is March 1, 2002 and this
          Third 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 Third Amendment, the provisions of this Third
          Amendment shall control. Except as modified by the Third Amendment,
          the Second Amendment and the First Amendment, the Plan shall continue
          in full force and effect.



The Third Amendment was approved and adopted by the Board of Directors of State
Auto Financial Corporation on March 1, 2002.

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