Exhibit 10.01

                                 Amendment No. 3
                                       to
                             1991 Stock Option Plan
                            Effective January 1, 2001











                                 AMENDMENT NO. 3
                                       TO

                             1991 STOCK OPTION PLAN


The State Auto Financial Corporation 1991 Stock Option Plan (the "Plan") is
hereby amended in the following particulars:

         1.   Section 5 (D) Exercise of Options subsection (5) is hereby deleted
in its entirety and replaced by the following:

         (5)  In Case of Death

         If an Eligible Employee who was granted an Option dies, such Option
         must be exercised as follows: i)Incentive Stock Options must be
         exercised within one year of such death (but no later than the
         Expiration Date) and ii)Non-Qualified Stock Options must be exercised
         on or before the Expiration date, provided that if such Eligible
         Employee dies with less than ninety days remaining prior to the
         Expiration Date, the estate or successor(s) in interest of such
         Eligible Employee shall have a period of 180 days from the date of
         death of such Eligible Employee to exercise such Stock Option,
         regardless of the Expiration Date.


         This Amendment No. 3 to the 1991 Stock Option Plan is effective
January 1, 2001.