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                                 EXHIBIT 10(HH)

                               First Amendment to
                        State Auto Financial Corporation
                        2000 Directors Stock Option Plan





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                                 FIRST 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.   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 or its Parent 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 or
          its Parent 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.

2.   The effective date of this First Amendment is March 2, 2001 and this First
     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
     First Amendment, the provisions of this First Amendment shall control.
     Except as modified by this First Amendment the Plan shall continue in full
     force and effect without change.






The First Amendment was approved and adopted by the Board of Directors of State
Auto Financial Corporation on March 2, 2001.