Exhibit 4(j)
FOURTH AMENDMENT
TO THE
STATE AUTO INSURANCE COMPANIES
AMENDED AND RESTATED
DIRECTORS DEFERRED COMPENSATION PLAN
Background Information
| A. | State Automobile Mutual Insurance Company and its affiliates (collectively, the “State Auto Companies”) previously adopted and maintain the State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan (the “Plan”) for the benefit of its members and their Boards of Directors. |
| B. | The State Auto Companies now desire to amend the Plan to add State Auto Financial Corporation (“STFC”) stock as an investment option under the Plan for participants who are directors of STFC or its subsidiaries. |
| C. | Section B. of Article V of the Plan permits the amendment of the Plan at any time. |
Amendment of the Plan
The Plan is hereby amended effective November 1, 2010, as follows:
| 1. | The next to the last sentence of the first paragraph of Section 3 of the Plan is hereby amended in its entirety to read as follows: |
The total number of STFC Shares that may be made available as an investment option under this Plan for the purpose of all eligible participant accounts is 60,000.
| 2. | The last sentence of the first paragraph of Section 3 of the Plan is hereby amended in its entirety to read as follows: |
Effective December 1, 2005, the Plan shall no longer permit investments in STFC Shares or Phantom Stock Units; provided, however, that effective November 1, 2010, the Plan shall again permit investments in STFC Shares for participants who are directors of STFC or its subsidiaries.
| 3. | The last sentence of the sixth paragraph of Section 3 of the Plan is hereby deleted in its entirety. |
| 4. | All other provisions of the Plan shall remain in full force and effect. |
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| STATE AUTO FINANCIAL CORPORATION |
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| By: | | /s/ James A. Yano |
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| Its: | | Vice President, Secretary and General Counsel |
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| Date: | | November 9, 2010 |
(additional signatures on next page)
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| STATE AUTOMOBILE MUTUAL INSURANCE COMPANY |
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| By: | | /s/ James A. Yano |
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| Its: | | Vice President, Secretary and General Counsel |
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| Date: | | November 9, 2010 |
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| STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY |
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| By: | | /s/ James A. Yano |
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| Its: | | Vice President, Secretary and General Counsel |
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| Date: | | November 9, 2010 |
