10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2005 or

¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                  to                 

Commission File Number 000-19289

STATE AUTO FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

Ohio	31-1324304
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
518 East Broad Street, Columbus, Ohio	43215-3976
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(614) 464-5000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

As of June 30, 2005, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value (based on the closing sales price on that date) of the voting stock held by non-affiliates of the Registrant was $438,085,337.

On March 3, 2006, the Registrant had 40,699,965 Common Shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement relating to the annual meeting of shareholders to be held May 18, 2006 (the “2006 Proxy Statement”), which will be filed within 120 days of December 31, 2005, are incorporated by reference into Part III of this Form 10-K.

Form 10-K	Item	Description	Page
Part I	1	Business	1
		Executive Officers of the Registrant	16
	1A	Risk Factors	17
	1B	Unresolved Staff Comments	25
	2	Properties	25
	3	Legal Proceedings	25
	4	Submission of Matters to a Vote of Security Holders	26
Part II	5	Market for the Registrant’s Common Equity, Related Shareholder Matters And Issuer Purchases of Equity Securities	26
	6	Selected Consolidated Financial Data	27
	7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
	7A	Qualitative and Quantitative Disclosures about Market Risk	64
	8	Financial Statements and Supplementary Data	64
		Report of Independent Registered Public Accounting Firm	65
	9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	103
	9A	Controls and Procedures	103
	9B	Other Information	103
Part III	10	Directors and Executive Officers of the Registrant	104
	11	Executive Compensation	104
	12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	104
	13	Certain Relationships and Related Transactions	105
	14	Principal Accountant Fees and Services	105
Part IV	15	Exhibits and Financial Statement Schedules	105
		Signatures	113

IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical facts, included in this Annual Report on Form 10-K (this “Form 10-K”) of State Auto Financial Corporation (“State Auto Financial” or “STFC”) or incorporated herein by reference, including, without limitation, statements regarding State Auto Financial’s future financial position, business strategy, budgets, projected costs, goals and plans and objectives of management for future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Forward-looking statements speak only as the date the statements were made. Although State Auto Financial believes that the expectations reflected in forward-looking statements have a reasonable basis, it can give no assurance that these expectations will prove to be correct. Forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by the statements. For a discussion of the most significant risks and uncertainties that could cause State Auto Financial’s actual results to differ materially from those projected, see “Risk Factors” in Item 1A of this Form 10-K. Except to the limited extent required by applicable law, State Auto Financial undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

IMPORTANT DEFINED TERMS USED IN THIS FORM 10-K

As used in this Form 10-K, the following terms have the meanings ascribed below:

• “State Auto Financial” or “STFC” refers to State Auto Financial Corporation;

• “We” or the “Company” refers to STFC and its consolidated subsidiaries, namely State Auto Property and Casualty Insurance Company (“State Auto P&C”), Milbank Insurance Company (“Milbank”), Farmers Casualty Insurance Company (“Farmers”), State Auto Insurance Company of Ohio (“SA Ohio”), State Auto National Insurance Company (“SA National”), Stateco Financial Services, Inc. (“Stateco”), Strategic Insurance Software, Inc. (“S.I.S.”) and 518 Property Management and Leasing, LLC (“518 PML”);

• “Mutual” refers to State Automobile Mutual Insurance Company, which owns approximately 65% of STFC’s outstanding common shares;

• The “Pooled Companies” refer to State Auto P&C, Milbank, Farmers and SA Ohio (referred to as the “STFC Pooled Companies”), Mutual, and certain subsidiaries and affiliates of Mutual, namely State Auto Florida Insurance Company (“SA Florida”), State Auto Insurance Company of Wisconsin (“SA Wisconsin”), Meridian Security Insurance Company (“Meridian Security”) and Meridian Citizens Mutual Insurance Company (“Meridian Citizens Mutual”) (Mutual, SA Florida, SA Wisconsin, Meridian Security and Meridian Citizens Mutual are referred to as the “Mutual Pooled Companies”); and

• The “State Auto Group” refers to the Pooled Companies and SA National.

PART I

Item 1. Business

(a) General Development of Business

State Auto Financial is an Ohio property and casualty insurance holding company primarily engaged in writing both personal and commercial lines of insurance. Incorporated in 1990, State Auto Financial is headquartered in Columbus, Ohio. State Auto Financial owns 100% of State Auto P&C, Milbank, Farmers, SA Ohio, and SA National, each of which is a property and casualty insurance company.

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Mutual is an Ohio mutual property and casualty insurance company organized in 1921. Mutual owns approximately 65% of State Auto Financial’s outstanding common shares. Mutual also owns 100% of SA Florida and SA Wisconsin, each which is a property and casualty insurance company. Mutual also owns 100% of Meridian Insurance Group, Inc. (“MIGI”), an insurance holding company. MIGI owns 100% of Meridian Security, a property and casualty insurance company. In 2001, Mutual merged with Meridian Mutual Insurance Company (“Meridian Mutual”), with Mutual continuing as the surviving corporation, and in a substantially concurrent transaction Mutual acquired the outstanding shares of MIGI. MIGI is also a party to an affiliation agreement with Meridian Citizens Mutual, a mutual property and casualty insurance company. Meridian Security and Meridian Citizens Mutual are hereafter referred to collectively as the “MIGI Insurers” and together with MIGI, the “MIGI Companies.”

State Auto Financial owns 100% of Stateco, which provides investment management services to affiliated insurance companies. State Auto Financial also owns 100% of S.I.S., a developer and seller of insurance-related software. State Auto P&C and Stateco are members of 518 PML, which owns and leases real and personal property to affiliated companies. The results of the operations of S.I.S. and 518 PML are not material to the total operations of State Auto Financial.

State Auto P&C has participated in a quota share reinsurance pooling arrangement with Mutual since 1987 (the “Pooling Arrangement”). Since January 1, 2005, the participants in the Pooling Arrangement have been State Auto P&C, Mutual, Milbank, SA Wisconsin, Farmers, SA Ohio, SA Florida, Meridian Security and Meridian Citizens Mutual. See “Narrative Description of Business - Pooling Arrangement” in this Item 1 for further information regarding the Pooling Arrangement.

The State Auto Group writes a broad line of property and casualty insurance, such as standard personal and commercial automobile, nonstandard personal automobile and farmowners, commercial multi-peril, workers’ compensation, general liability and fire insurance, through approximately 22,100 independent insurance agents associated with approximately 3,050 agencies in 27 states. The Pooled Companies are rated A+ (Superior) by the A.M. Best Company.

(b) Financial Information about Segments

The Company currently operates in three segments: standard insurance, nonstandard insurance and investment management services. Beginning January 1, 2006, the investment management services segment will no longer be reported as a separate segment as the results of this segment no longer meet the quantitative thresholds for separate presentation as a reportable segment even with consideration of aggregation of other segments with similar economic characteristics, among other factors. Financial information about all these segments is set forth in Note 15 to the Company’s Consolidated Financial Statements included in Item 8 of this Form 10-K. Additional information regarding the Company’s insurance and noninsurance segments is provided in “Narrative Description of Business.”

(c) Narrative Description of Business

Property and Casualty Insurance

Pooling Arrangement

The Pooled Companies are parties to the Pooling Arrangement. Prior to 2005, the Pooling Arrangement was governed by the reinsurance pooling agreement known as the “2000 Pooling Agreement,” which had been amended from time to time. Since January 1, 2005, the Pooling Arrangement has been governed by the reinsurance pooling agreement known as the “2005 Pooling Arrangement.” The Pooling Arrangement covers all the property and casualty insurance written by the Pooled Companies except voluntary assumed reinsurance written by Mutual, State Auto Middle Market Insurance (as defined in the 2005 Pooling Agreement) and intercompany catastrophe reinsurance written by State Auto P&C. Under the Pooling Arrangement, each of the

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Pooled Companies cedes premiums, losses and expenses on all of its business to Mutual, and Mutual in turn cedes to each of the Pooled Companies a specified portion of premiums, losses and expenses based on each of the Pooled Companies’ respective pooling percentages. Mutual then retains the balance of the pooled business.

The following table sets forth a chronology of the participants and their participation percentage changes that have occurred in the Pooling Arrangement since January 1, 1994:

Year(1)	Mutual	State Auto P&C	Milbank		SA Wisconsin	Farmers	SA Ohio	SA Florida	Meridian Security	Meridian Citizens Mutual
1994	70.0	30.0	N/A		N/A	N/A	N/A	N/A	N/A	N/A
1995 - 1997	55.0	35.0	10.0	(2)	N/A	N/A	N/A	N/A	N/A	N/A
1998	52.0	37.0	10.0	(3)	1.0	N/A	N/A	N/A	N/A	N/A
1999	49.0	37.0	10.0		1.0	3.0	N/A	N/A	N/A	N/A
2000 - 9/30/2001	46.0	39.0	10.0		1.0	3.0	1.0	N/A	N/A	N/A
10/1/2001 - 2002	19.0	59.0	17.0		1.0	3.0	1.0	N/A	N/A	N/A
2003 - 2004	18.3	59.0	17.0		1.0	3.0	1.0	0.7	N/A	N/A
1/1/2005 - current	19.5	59.0	17.0		0.0	3.0	1.0	0.0	0.0	0.5

⁽¹⁾ Time period is for the year ended December 31, unless otherwise noted.

⁽²⁾ At this time Milbank was a 100% owned subsidiary of Mutual.

⁽³⁾ In July 1998, Milbank became a 100% owned subsidiary of STFC.

The following table sets forth a summary of the Pooling Arrangement participation percentages of STFC and Mutual, aggregating their respective 100% owned subsidiaries:

Year(1)	STFC Pooled Companies		Mutual Pooled Companies
1994	30	%	70	%
1995 - 1997	35		65
1/1/1998 - 6/30/1998	37		63
7/1/1998-12/31/1998	47		53
1999	50		50
2000 - 9/30/2001	53		47
10/1/2001 - 2005	80		20

⁽¹⁾ Time period is for the year ended December 31, unless otherwise noted.

As a result of the changes made to the pooling percentages in 2001, which resulted in the STFC Pooled Companies having their percentage participation changed to 80% in the aggregate, it is not management’s current intention to recommend an adjustment to the STFC Pooled Companies’ aggregate participation percentage in the foreseeable future. Under revised procedures, management of each of the Pooled Companies would make recommendations to a standing independent committee of the Board of Directors of both Mutual and STFC. These independent committees would review and evaluate such factors as they deem relevant and recommend any appropriate pooling change to the Board of Directors of both Mutual and STFC. The Pooling Arrangement is terminable by any Pooled Company at any time after a 90-day notice or by mutual agreement of the Pooled Companies. None of the Pooled Companies currently intends to terminate the Pooling Arrangement.

Under the terms of the Pooling Arrangement, all premiums, incurred losses, loss expenses and other underwriting expenses are prorated among the Pooled Companies on the basis of their participation in the pool. By spreading the underwriting risk among each of the Pooled Companies, the Pooling Arrangement is designed

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to produce more uniform and stable underwriting results for each of the Pooled Companies than any one company would experience individually. One effect of the Pooling Arrangement is to provide each Pooled Company with an identical mix of pooled property and casualty insurance business on a net basis.

The 2005 Pooling Agreement contains (and the 2000 Pooling Agreement contained) a provision excluding catastrophic losses and loss adjustment expenses incurred by the Pooled Companies in the amount of $100.0 million in excess of $120.0 million, as well as the premium for such exposures. State Auto P&C reinsures each insurer in the State Auto Group for this layer of reinsurance under a Catastrophe Assumption Agreement (defined below). No losses were paid by State Auto P&C under the Catastrophe Assumption Agreement in 2005, 2004 or 2003. See “Narrative Description of Business—Reinsurance” in this Item 1 for further information regarding the Catastrophe Assumption Agreement.

Nonstandard Auto Insurance

The Company writes nonstandard auto insurance through SA National. Nonstandard auto insurance covers risks that are not considered “standard.” Nonstandard automobile programs provide insurance for private passenger automobile risks that are typically rejected or cancelled by other insurance companies because the risks have above average loss experience, a higher degree of hazard or a higher loss frequency potential than standard risks. This business is not part of the Pooling Arrangement. See “Narrative Description of Business—Marketing” and “Reportable Segments” in this Item 1 for further information regarding the Company’s nonstandard auto insurance business.

Management Agreement

State Auto P&C’s employees provide all organizational, operational and management functions for all insurance affiliates within the State Auto Group through management and cost sharing agreements. Mutual provides facilities for all the insurance affiliates under the same management and cost sharing agreements. A management and operations agreement, hereafter referred to as the “2005 Management Agreement,” is in place among State Auto P&C, Mutual, State Auto Financial, Milbank, Farmers, SA Ohio, SA National, MIGI Companies, Stateco, S.I.S. and 518 PML. The 2005 Management Agreement is a cost sharing agreement. A management agreement, hereafter referred to as the “2000 Midwest Management Agreement” is in place among State Auto P&C, Mutual and SA Wisconsin. For the performance of its services under the 2000 Midwest Management Agreement, SA Wisconsin pays State Auto P&C a quarterly management and operations services fee of 0.75% of direct written premium. A separate cost sharing agreement is in place among State Auto P&C, Mutual and SA Florida.

Each of the affiliated management and cost sharing agreements has a ten-year term and automatically renews for an additional ten-year period unless sooner terminated in accordance with its terms. If the 2005 Management Agreement would be terminated for any reason, the Company would have to re-locate its facilities to continue its operations. However, State Auto Financial does not currently anticipate the occurrence of a termination of the 2005 Management Agreement.

Reportable Segments

See Note 15, Reportable Segments, of the Notes to the Company’s Consolidated Financial Statements included in Item 8 of this Form 10-K and Item 7 of this Form 10-K.

Marketing

Having recently commenced operations in Arizona, the State Auto Group markets its products in 27 states, through approximately 22,100 insurance agents associated with approximately 3,050 independent insurance agencies. None of the companies in the State Auto Group has any contracts with managing general agencies.

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SA National markets nonstandard products in 22 states exclusively through the Company’s network of independent agents.

Because independent insurance agents can significantly influence which insurance company their customers select, management views the Company’s independent insurance agents as its primary customers. Management strongly supports the independent agency system and believes that maintenance of a strong agency system is essential for the Company’s present and future success. As such, the Company continually develops programs and procedures to enhance agency relationships, including the following: regular travel by senior management and branch office staff to meet with agents, in person, in their home states; training opportunities; travel incentives related to profit and growth; sharing a portion of the underwriting profit generated by the agent’s book of business; and an agent stock purchase plan.

The Company actively helps its agencies develop professional sales skills within their staffs. The training programs include both products and sales training in concentrated programs conducted in the Company’s home office. Further, the training programs include disciplined follow-up and coaching for an extended time. Other targeted training sessions are held in the Company’s branch office locations from time to time.

The Company has made continuing efforts to use technology to make it easier for its agents to do business with the Company. The Company offers internet-based (i) rating, (ii) policy application submission and (iii) execution of endorsements for certain products. In addition, the Company provides its agents with the opportunity to maintain policyholder records electronically, avoiding the expense of preparing and storing paper records. Software developed by S.I.S. also enhances the ability of the Company and its agents to take advantage of electronic data submission. The Company believes that, since agents and their customers realize better service and efficiency through automation, they value their relationship with the Company. Automation can make it easier for the agent to do business with the Company, which attracts prospective agents and enhances the existing agencies’ relationships with the Company.

The Company shares the cost of approved advertising with selected agencies. The Company provides agents with certain travel and cash incentives if they achieve certain sales and underwriting profit levels. Further, the Company recognizes its very top agencies—measured by consistent profitability, achievement of written premium thresholds and growth—as Inner Circle Agencies. Inner Circle Agencies are rewarded with additional trip and financial incentives, including additional profit sharing bonus and additional contributions to their Inner Circle Agent Stock Purchase Plan, a part of the Agent Stock Purchase Plan described below.

To strengthen agency commitment to producing profitable business and further develop its agency relationships, the Company’s Agent Stock Purchase Plan offers its agents the opportunity to use commission income to purchase the Company’s stock. The Company’s transfer agent administers the plan using commission dollars assigned by the agents to purchase shares on the open market through a stockbroker. The Company also makes available to certain top performing agents the opportunity to vest grants of options in the Company’s common shares provided the participants meet performance targets described in the Agent Stock Option Plan.

The Company receives premiums on products marketed in Alabama, Arizona, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Maryland, Michigan, Minnesota, Mississippi, Missouri, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, South Carolina, South Dakota, Tennessee, Utah, Virginia, West Virginia and Wisconsin. During 2005, the seven states that contributed the greatest percentage of the Company’s direct premiums written were as follows: Ohio (17.8%), Kentucky (11.0%), Indiana (7.6%), Tennessee (6.7%), Minnesota (6.0%), Pennsylvania (5.1%) and Maryland (4.9%).

Claims

Insurance claims on policies written by the Company are usually investigated and settled by staff claims adjusters. The Company’s claims division emphasizes timely investigation of claims, settlement of meritorious

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claims for equitable amounts, maintenance of adequate case reserves for claims, and control of external claims adjustment expenses. Achievement of these goals supports the Company’s marketing efforts by providing agents and policyholders with prompt and effective service.

Claim settlement authority levels are established for each adjuster, supervisor and manager based on his or her level of expertise and experience. The claims division is responsible for reviewing the claim, obtaining necessary documentation and establishing loss and expense reserves of certain claims. Generally, property or casualty claims estimated to reach $150,000 or above are sent to the home office to be supervised by claims division specialists. Branches with small volumes of large claims report claims to the home office at a lower dollar threshold. In territories in which there is not sufficient volume to justify having full-time adjusters, the Company uses independent appraisers and adjusters to evaluate and settle claims under the supervision of claims division personnel.

The Company attempts to minimize claims adjusting costs by settling as many claims as possible through its internal claims staff and, if possible, by settling disputes regarding automobile physical damage and property insurance claims (first party claims) through arbitration. In addition, selected agents have authority to settle small first party claims, which improves claims service.

Claim representatives use third party, proprietary bodily injury evaluation software to help them value bodily injury claims, except for the most severe injury cases. This software continues to be a valuable tool for the Company. The Claims Contact Centers allow the Company to improve claims efficiency and economy by concentrating the handling of smaller, less complex claims in a centralized environment. The Company provides 24 hour, seven days a week claim service, either through associates in the Claims Contact Centers, which are located in Des Moines, Iowa and Columbus, Ohio, or, for a few overnight hours, through a third party service provider.

Reserves

Loss reserves are management’s best estimates at a given point in time of what the Company expects to pay in claims, based on facts, circumstances and historical trends then known. During the loss settlement period, additional facts regarding individual claims may become known, and consequently it often becomes necessary to refine and adjust the estimates of liability. The Company’s results of operations and financial condition could be impacted, perhaps significantly, in the future if the ultimate payments required to settle claims vary from the liability currently recorded.

The Company maintains reserves for the eventual payment of losses and loss expenses for both reported claims and incurred claims that have not yet been reported. Loss expense reserves are intended to cover the ultimate costs of settling all losses, including investigation, litigation and in-house claims processing costs from such losses.

Reserves for reported losses are initially established on either a case-by-case or formula basis depending on the type and circumstances of the loss. The case-by-case reserve amounts are determined based on the Company’s reserving practices, which take into account the type of risk, the circumstances surrounding each claim and policy provisions relating to types of loss. The formula reserves are based on historical paid loss data for similar claims with provisions for trend changes caused by inflation. Loss and loss expense reserves for incurred claims that have not yet been reported are estimated based on many variables including historical and statistical information, changes in exposure units, inflation, legal developments, storm loss estimates and economic conditions. Case and formula basis loss reserves are reviewed on a regular basis. As new data becomes available, estimates are updated resulting in adjustments to loss reserves. Generally, reported losses initially reserved on a formula basis which have not settled after six months, are case reserved at that time. Although management uses many resources to calculate reserves, there is no precise method for determining the ultimate liability. The Company does not discount loss reserves for financial statement purposes. For additional

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information regarding the Company’s reserves, see Item 7 of this Form 10-K, “Management, Discussion and Analysis of Financial Condition and Results of Operations—Loss Reserves.”

Mutual has guaranteed the adequacy of State Auto P&C’s loss and loss expense reserves as of December 31, 1990. Pursuant to the guarantee, Mutual has agreed to reimburse State Auto P&C for any losses and loss expenses in excess of State Auto P&C’s December 31, 1990 reserves ($65.5 million) that may develop from claims that have occurred on or prior to that date. This guarantee ensures that any deficiency in the reserves of State Auto P&C as of December 31, 1990, under the Pooling Arrangement percentages effective on December 31, 1990 will be reimbursed by Mutual. As of December 31, 2005, there has been no adverse development of these reserves. In the event Mutual becomes financially impaired, and subject to regulatory restrictions, it may be unable to make any such reimbursement.

The following table presents one-year development information on changes in the reserve for loss and loss expenses of the Company for each of the three years in the period ended December 31, 2005:

($ millions)	Year Ended December 31
	2005			2004		2003
Beginning of Year:
Loss and loss expenses payable	$	681.8		643.0		600.9
Less: Reinsurance recoverable on losses and loss expenses payable(1)		25.9		14.2		8.8
Net losses and loss expenses payable(2)		655.9		628.8		592.1
Provision for losses and loss expenses occurring:
Current year		657.7		641.4		653.0
Prior years(3)		(44.3	)	(22.2	)	(1.8	)
Total		613.4		619.2		651.2
Loss and loss expense payments for claims occurring during:
Current year		350.5		361.5		370.7
Prior years		242.8		230.6		243.8
Total		593.3		592.1		614.5
Impact of pooling change, January 1, 2005		35.3		—		—
End of Year:
Net losses and loss expenses payable		711.3		655.9		628.8
Add: Reinsurance recoverable on losses and loss expenses payable(4)		17.4		25.9		14.2
Losses and loss expenses payable(5)	$	728.7		681.8		643.0

⁽¹⁾ Includes amounts due from affiliates of $5.7 million, $5.7 million and $4.3 million in 2005, 2004 and 2003, respectively.

⁽²⁾ Includes net amounts assumed from affiliates of $296.9 million, $303.9 million and $304.0 million in 2005, 2004 and 2003, respectively.

⁽³⁾ This line item shows decreases in the current calendar year in the provision for losses and loss expenses attributable to claims occurring in prior years. The decrease of $44.3 million, $22.2 million and $1.8 million in 2005, 2004 and 2003, respectively, for claims occurring in prior years is well within normal expectations for reserve development and claim settlement uncertainty. See Note 4 to the Company’s Consolidated Financial Statements included in Item 8 of this Form 10-K.

⁽⁴⁾ Includes amounts due from affiliates of $5.5 million in 2005 and $5.7 million in both 2004 and 2003.

⁽⁵⁾ Includes net amounts assumed from affiliates of $302.6 million, $296.9 million and $303.9 million in 2005, 2004 and 2003, respectively.

The following table sets forth the development of reserves for losses and loss expenses from 1995 through 2005 for the Company. “Net liability for losses and loss expenses payable” sets forth the estimated liability for unpaid losses and loss expenses recorded at the balance sheet date, net of reinsurance recoverables, for each of the indicated years. This liability represents the estimated amount of losses and loss expenses for claims arising in the current and all prior years that are unpaid at the balance sheet date, including losses incurred but not reported to the Company.

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The lower portion of the table shows the re-estimated amounts of the previously reported reserve based on experience as of the end of each succeeding year. The estimate is increased or decreased as more information becomes known about the claims incurred.

The upper section of the table shows the cumulative amounts paid with respect to the previously reported reserve as of the end of each succeeding year. For example, through December 31, 2005, the Company had paid 81.6% of the currently estimated losses and loss expenses that had been incurred, but not paid, as of December 31, 1996.

The amounts on the “cumulative redundancy (deficiency)” line represent the aggregate change in the estimates over all prior years. For example, the 1996 calendar year reserve has developed a $1.0 million or 0.5% redundancy through December 31, 2005. That amount has been included in operations over the ten years and did not have a significant effect on income in any one year. The effects on income caused by changes in estimates of the reserves for losses and loss expenses for the most recent three years are shown in the foregoing three-year loss development table.

In evaluating the information in the table, it should be noted that each amount includes the effects of all changes in amounts for prior periods. For example, the amount of the redundancy related to losses settled in 1998, but incurred in 1995, will be included in the cumulative redundancy amount for years 1996, 1997 and 1998. The table does not present accident or policy year development data, which readers may be more accustomed to analyzing. Conditions and trends that have affected the development of the liability in the past may not necessarily occur in the future. Accordingly, it may not be appropriate to extrapolate future redundancies or deficiencies based on this table.

In 1995, 1998, 1999, 2000 and 2001 the Pooling Arrangement was amended to increase the Company’s share of premiums, losses and expenses and in 2005 to add the business of the Meridian Insurers. An amount of assets equal to the increase in net liabilities was transferred to the Company from Mutual in 1995, 1998, 1999, 2000 and 2001 in conjunction with each year’s respective pooling change and in 2005 from the Meridian Insurers. The amount of the assets transferred in 1995, 1998, 1999, 2000, 2001 and 2005 has been netted against and has reduced the cumulative amounts paid for years prior to 1995, 1998, 1999, 2000, 2001 and 2005, respectively.

[see table on following page]

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($ millions)	Years Ended December 31
	1995			1996			1997			1998			1999			2000			2001			2002			2003			2004			2005
Net liability for losses and loss expenses payable	$	206.3		$	199.5		$	194.2		$	205.0		$	221.7		$	236.7		$	509.9		$	592.1		$	628.8		$	655.9		$	711.3
Paid (cumulative) as of:
One year later		38.2	%		39.4	%		32.7	%		35.4	%		41.8	%		5.9	%		43.4	%		41.2	%		36.7	%		31.6	%		—
Two years later		55.4	%		54.1	%		54.6	%		61.6	%		43.0	%		52.7	%		65.3	%		60.8	%		53.2	%
Three years later		63.3	%		65.0	%		70.1	%		62.1	%		71.9	%		79.9	%		78.4	%		71.4	%
Four years later		67.7	%		73.2	%		69.2	%		78.8	%		86.9	%		95.5	%		84.4	%
Five years later		71.9	%		69.8	%		77.1	%		86.3	%		96.1	%		101.6	%
Six years later		67.1	%		74.6	%		81.8	%		92.5	%		99.0	%
Seven years later		69.3	%		77.1	%		85.8	%		94.9	%
Eight years later		67.2	%		79.8	%		88.2	%
Nine years later		68.8	%		81.6	%
Ten years later		70.3	%
Net liability re-estimate as of:
One year later		87.0	%		91.3	%		93.0	%		96.6	%		97.5	%		125.7	%		102.4	%		99.7	%		96.5	%		93.3	%		—
Two years later		86.4	%		87.3	%		92.0	%		96.7	%		119.1	%		129.1	%		105.1	%		100.6	%		93.2	%
Three years later		83.2	%		86.7	%		91.9	%		111.9	%		120.3	%		133.1	%		106.9	%		98.8	%
Four years later		81.6	%		87.0	%		102.0	%		111.5	%		123.2	%		136.1	%		106.2	%
Five years later		81.3	%		92.6	%		101.4	%		115.6	%		126.7	%		135.6	%
Six years later		83.6	%		92.9	%		106.1	%		118.5	%		127.9	%
Seven years later		83.7	%		96.1	%		108.9	%		120.0	%
Eight years later		82.5	%		98.0	%		110.5	%
Nine years later		84.0	%		99.5	%
Ten years later		85.6	%
Cumulative redundancy (deficiency)	$	29.8		$	1.0		($	20.3	)	($	41.1	)	($	61.9	)	($	84.4	)	($	31.5	)	$	6.8		$	42.7		$	44.3			—
Cumulative redundancy (deficiency)		14.4	%		0.5	%		(10.5	%)		(20.0	%)		(27.9	%)		(35.6	%)		(6.2	%)		1.2	%		6.8	%		6.7	%		—
Gross* liability—end of year	$	412.5		$	410.7		$	402.7		$	414.2		$	438.7		$	457.2		$	743.7		$	862.4		$	934.0		$	1,006.4		$	1,111.1
Reinsurance recoverable	$	206.2		$	211.2		$	208.5		$	209.2		$	217.0		$	220.5		$	233.8		$	270.3		$	305.2		$	350.5		$	399.8
Net liability—end of year	$	206.3		$	199.5		$	194.2		$	205.0		$	221.7		$	236.7		$	509.9		$	592.1		$	628.8		$	655.9		$	711.3
Gross liability re-estimated—latest		86.4	%		97.2	%		104.6	%		114.9	%		116.5	%		122.1	%		105.9	%		99.1	%		95.1	%		95.5	%		—
Reinsurance recoverable re-estimated—latest		87.3	%		95.1	%		99.1	%		109.8	%		104.8	%		107.5	%		105.2	%		99.7	%		99.0	%		99.6	%		—
Net liability re-estimated—latest		85.6	%		99.5	%		110.5	%		120.0	%		127.9	%		135.6	%		106.2	%		98.8	%		93.2	%		93.3	%		—

* Gross liability includes: Direct and assumed losses and loss expenses payable.

As the Pooling Arrangement provides for the right of offset, the Company has reported losses and loss expenses payable ceded to Mutual as assets only in situations when net amounts ceded to Mutual exceed that assumed. The following table provides a reconciliation of the reinsurance recoverable to the amount reported in the Company’s consolidated financial statements at each balance sheet date:

($ millions)	Years Ended December 31
	1995		1996		1997		1998		1999		2000		2001		2002		2003		2004		2005
Reinsurance recoverable	$	206.2	$	211.2	$	208.6	$	209.2	$	217.1	$	220.5	$	233.8	$	270.3	$	305.2	$	350.5	$	399.8
Amount netted against assumed from Mutual	$	193.3	$	196.9	$	195.3	$	197.7	$	206.3	$	212.6	$	219.9	$	261.5	$	291.0	$	324.6	$	382.4
Net reinsurance recoverable	$	12.9	$	14.3	$	13.3	$	11.5	$	10.8	$	7.9	$	13.9	$	8.8	$	14.2	$	25.9	$	17.4

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Reinsurance

Members of the State Auto Group follow the customary industry practice of reinsuring a portion of their exposures and paying to the reinsurers a portion of the premiums received. Insurance is ceded principally to reduce net liability on individual risks or for individual loss occurrences, including catastrophic losses. Although reinsurance does not legally discharge the individual members of the State Auto Group from primary liability for the full amount of limits applicable under their policies, it does make the assuming reinsurer liable to the extent of the reinsurance ceded.

Each member of the State Auto Group is party to working reinsurance treaties for property, casualty and workers’ compensation lines with several reinsurers arranged through a reinsurance intermediary. Under the property per risk excess of loss treaty, each member is responsible for the first $2.0 million of each covered loss, and the reinsurers are responsible for 100% of the excess over $2.0 million up to $10.0 million of covered loss. The rates for this reinsurance are negotiated annually.

The terms of the casualty excess of loss program provide that each company in the State Auto Group is responsible for the first $2.0 million of a covered loss. The reinsurers are responsible for 90% of the excess over $2.0 million up to $5.0 million of covered loss. Also, certain unusual claim situations involving bodily injury liability, property damage, uninsured motorist and personal injury protection are covered by an arrangement that provides for $10.0 million of coverage in excess of a $5.0 million retention for each loss occurrence. This layer of reinsurance sits above the $3.0 million excess of $2.0 million arrangement. The rates for this reinsurance are negotiated annually.

The terms of the workers’ compensation excess of loss program provide that each company in the State Auto Group is responsible for the first $2.0 million of covered loss. The reinsurers are responsible for 100% of the excess over $2.0 million up to $10.0 million of covered loss. Net retentions under this contract may be submitted to the casualty excess of loss program, subject to a limit of $2.0 million per loss occurrence. The rates for this reinsurance are negotiated annually.

In addition to the workers’ compensation reinsurance program described above, each company in the State Auto Group is party to an agreement which provides an additional layer of excess of loss reinsurance for workers’ compensation losses involving multiple workers. Subject to $10.0 million of retention, reinsurers are responsible for 100% of the excess over $10.0 million up to $20.0 million of covered loss. This coverage is subject to a “Maximum Any One Life” limit of $10.0 million. The rates for this reinsurance are negotiated annually.

In addition, the State Auto Group has secured other reinsurance to limit the net cost of large loss events for certain types of coverage. Included are umbrella liability losses which are reinsured up to a limit of $10.0 million with a maximum $0.6 million retention. The State Auto Group also makes use of facultative reinsurance for unique risk situations and participates in involuntary pools and associations in certain states.

The State Auto Group participates in an intercompany catastrophe reinsurance program (the “Catastrophe Assumption Agreement”). Under this program, the members of the State Auto Group, on a combined basis, retain the first $40.0 million of catastrophe losses that affect at least two individual risks. For catastrophe losses incurred by the State Auto Group up to $80.0 million, in excess of $40.0 million, traditional reinsurance coverage is provided with a co-participation of 5%. For catastrophe losses incurred by the State Auto Group up to $100.0 million, in excess of $120.0 million, in exchange for a premium paid by each reinsured company, State Auto P&C acts as the catastrophe reinsurer for the State Auto Group under the terms of the Catastrophe Assumption Agreement. There have been no losses assumed under this agreement.

In November 2005, State Auto Financial entered into a Credit Agreement (the “Credit Agreement”) with a financial institution and a syndicate of other lenders to provide for a $100.0 million five-year unsecured revolving credit facility (the “Credit Facility”). During the term of the Credit Facility, State Auto Financial has the right to increase the total facility amount by $25.0 million, up to a maximum total facility amount of $125.0 million, provided that no event of default has occurred and is continuing. The Credit Facility is available for general corporate purposes, including working capital and acquisitions, and for catastrophic loss purposes. At the present time, the Company intends to use the Credit Facility for catastrophe loss purposes. The Credit Facility

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replaced a credit agreement (the “Old Credit Agreement”) between a STFC special purpose company and a syndicate of lenders which expired on November 9, 2005. The Credit Facility provides the Company with greater flexibility than the Old Credit Agreement. The Old Credit Agreement and related agreements were part of a structured contingent financing arrangement which provided State Auto Financial with up to $100.0 million of funding for reinsurance purposes if the State Auto Group incurred catastrophe losses in excess of $120.0 million. See Item 7 of this Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” for additional information regarding the New Credit Agreement and the Old Credit Agreement.

As of July 1, 2005, SA National and Mutual terminated their reinsurance agreement. While this reinsurance agreement was in effect, Mutual assumed up to $4.9 million of each liability loss occurrence in excess of SA National’s $50,000 of retention and up to $0.5 million of each catastrophe loss occurrence in excess of SA National’s $50,000 of retention. Mutual also provided SA National with an 8.5% quota share within the $50,000 retention on liability coverages and a 20% quota share on physical damage coverages. SA National and Mutual mutually agreed to terminate the reinsurance agreement because of SA National’s stronger surplus position, relative to the commencement date of the agreement, which makes it more efficient for SA National to retain such exposures rather than to reinsure them. Under the terms of the termination, Mutual will continue to be liable, with respect to policies in force at the termination date, for occurrences until the expiration, cancellation or next anniversary, not to exceed one year.

See “Narrative Description of Business—Regulation” of this Item 1 for a discussion of the Terrorism Risk Insurance Act of 2002 (the “TRIA”) and its successor, the Terrorism Risk Insurance Extension Act of 2005 (“TRIEA”) (collectively, the “Terrorism Acts”).

Regulation

Most states, including all the domiciliary states of the State Auto Group, have enacted legislation that regulates insurance holding company systems. Each insurance company in the holding company system is required to register with the insurance supervisory agency of its state of domicile and furnish information concerning the operations of companies within the holding company system that may materially affect the operations, management or financial condition of the insurers within the system. Pursuant to these laws, the respective insurance departments may examine any members of the State Auto Group, at any time, require disclosure of material transactions involving insurer members of the holding company system, and require prior notice and an opportunity to disapprove of certain “extraordinary” transactions, including, but not limited to, extraordinary dividends to shareholders. Pursuant to these laws, all transactions within the holding company system affecting any members of the State Auto Group must be fair and equitable. In addition, approval of the applicable Insurance Commissioner is required prior to the consummation of transactions affecting the control of an insurer. The insurance laws of all the domiciliary states of the State Auto Group provide that no person may acquire direct or indirect control of a domestic insurer without obtaining the prior written approval of the state insurance commissioner for such acquisition.

In addition to being regulated by the insurance department of its state of domicile, each insurance company is subject to supervision and regulation in the states in which it transacts business. Such supervision and regulation relate to numerous aspects of an insurance company’s business operations and financial condition. The primary purpose of such supervision and regulation is to ensure financial stability of insurance companies for the protection of policyholders. The laws of the various states establish insurance departments with broad regulatory powers relative to granting and revoking licenses to transact business, regulating trade practices, licensing agents, approving policy forms, setting reserve requirements, determining the form and content of required statutory financial statements, prescribing the types and amount of investments permitted and requiring minimum levels of statutory capital and surplus. Although premium rate regulation varies among states and lines of insurance, such regulations generally require approval of the regulatory authority prior to any changes in rates. In addition, all of the states in which the State Auto Group transacts business have enacted laws which restrict these companies’

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underwriting discretion. Examples of these laws include restrictions on policy terminations, restrictions on agency terminations and laws requiring companies to accept any applicant for automobile insurance. These laws may adversely affect the ability of the insurers in the State Auto Group to earn a profit on their underwriting operations.

Insurance companies are required to file detailed annual reports with the supervisory agencies in each of the states in which they do business, and their business and accounts are subject to examination by such agencies at any time.

There can be no assurance that such regulatory requirements will not become more stringent in the future and have an adverse effect on the operations of the State Auto Group.

Dividends. STFC’s insurance subsidiaries generally are restricted by the insurance laws of their respective states of domicile as to the amount of dividends they may pay to STFC without the prior approval of the respective state regulatory authorities. Generally, the maximum dividend that may be paid by an insurance subsidiary during any year without prior regulatory approval is limited to the greater of a stated percentage of that subsidiary’s statutory surplus as of a certain date, or adjusted net income of the subsidiary for the preceding year. Under current law, a total of $121.2 million is available for payment to State Auto Financial as a dividend from State Auto P&C, Milbank, Farmers, SA Ohio and SA National during 2006, less dividend payments made in the previous twelve month period without prior approval from their respective domiciliary state insurance departments. State Auto Financial received dividends of $40.5 million and $12.0 million from its insurance subsidiaries in 2005 and 2004, respectively.

Rate and Related Regulation. In general, the Company is not aware of the adoption of any adverse legislation or regulation by any state where the Company did business during 2005 which would present material obstacles to the Company’s overall business. However, several states where the Company does business have passed or are considering more strict regulation of the use of credit scoring in rating and/or risk selection in personal lines of business. Similarly, several states are considering restricting insurers’ rights to use loss history information maintained in various databases by insurance support organizations. These tools help the Company price its products more fairly and enhance its ability to compete for business that it believes will be profitable. Such regulations would limit the ability of the Company, as well as the ability of all other insurance carriers operating in any affected jurisdiction, to take advantage of these tools. Insurer use of credit scores is also being studied by the Federal Trade Commission, as respects whether or not credit scoring has a disparate impact on protected classes. The results of this study, which have not been published as of the filing of this Form 10-K, could affect the industry’s use of this tool.

In an attempt to make capital and surplus requirements more accurately reflect the underwriting risk of different lines of insurance, as well as investment risks that attend insurers’ operations, the National Association of Insurance Commissioners (“NAIC”) annually tests insurers’ risk-based capital requirements. As of December 31, 2005, each insurer affiliated with the Company surpassed all standards tested by the formula applying risk-based capital requirements.

The property and casualty insurance industry is also affected by court decisions. In general, premium rates are actuarially determined to enable an insurance company to generate an underwriting profit. These rates contemplate a certain level of risk. The courts may modify, in a number of ways, the level of risk which insurers had expected to assume, including eliminating exclusions, expanding the terms of the contract, multiplying limits of coverage, creating rights for policyholders not intended to be included in the contract and interpreting applicable statutes expansively to create obligations on insurers not originally considered when the statute was passed. Courts have also undone legal reforms passed by legislatures, which reforms were intended to reduce a litigant’s rights of action or amounts recoverable and so reduce the costs borne by the insurance mechanism. These court decisions can adversely affect an insurer’s profitability. They also create pressure on rates charged for coverages adversely affected, and this can cause a legislative response resulting in rate suppression that can adversely affect an insurer.

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The Terrorism Acts require the federal government and the insurance industry to share in insured losses up to $100 billion per year resulting from future terrorist attacks within the United States. Under the Terrorism Acts, commercial property and casualty insurers must offer their commercial policyholders coverage against certified acts of terrorism, but the policyholders may choose to reject this coverage. If the policyholder rejects coverage for certified acts of terrorism, the Company intends, subject to the approval of the state regulators, to cover only such acts of terrorism that are not certified acts under Terrorism Acts and that do not arise out of nuclear, biological or chemical agents. In December 2005, Congress enacted the TRIEA, which extended TRIA, with some modifications, for two years beyond TRIA’s sunset date of December 31, 2005. This law removed the mandate to offer terrorism coverage for five lines of business: commercial auto, burglary and theft, surety, professional liability and farmowners multiple peril. In addition, TRIEA had the effect of increasing insurers’ deductible and co-pay percentages under this federal program. The Company’s current property reinsurance treaties exclude certified acts of terrorism. If the Terrorism Acts expire in two years, those treaties may be revised to exclude acts of terrorism as defined within the treaties. Likewise, if the Terrorism Acts expire at the end of the current extension, the Company may pursue changes to its direct commercial policies to exclude acts of terrorism as defined within its policies.

An area of regulatory focus in late 2004 and throughout 2005, and which may continue to receive additional focus in 2006, is “producer compensation arrangements.” The New York Attorney General undertook investigations and initiated lawsuits involving allegations of improper compensation arrangements between brokers and insurance companies. These actions have led several state insurance departments to initiate their own surveys or inquiries into the activities of their domestic insurers with respect to producer compensation arrangements in their respective states. Two state insurance departments have delivered inquiries to the Company, and the Company has responded to each of the inquiries. It is the Company’s understanding that these inquiries are part of an overall fact-finding process initiated by these state insurance departments, and that similar inquiries were made to a number of other domestic insurers in these states. The inquiries did not indicate or imply that the Company had done anything improper with respect to its compensation arrangements with its agents. The improper producer compensation arrangements generally involve insurance brokers, which are persons retained and compensated by the insurance customer. The Company markets its insurance products through independent insurance agents who have been appointed to act on the Company’s behalf, and the Company, not the insurance customer, compensates these agents pursuant to contractual arrangements. Under its agency agreements, the Company’s compensation arrangements with its agencies consist of commissions paid for the sale of the Company’s insurance products, usually based upon a percentage of the premium paid by the insurance customer, and a “contingent commission.” This “contingent commission” is based upon the underwriting profit generated by that agency’s book of business placed with the State Auto Group. Like many other sales organizations, the Company also offers sales incentives to its agencies. The Company believes that its agent compensation arrangements are in compliance with the law and consistent with good business practices.

Investments

The Company’s investment portfolio is managed to provide growth of statutory surplus in order to facilitate increased premium writings over the long term while maintaining the ability to service current insurance operations. The primary objectives are to generate income, preserve capital and maintain liquidity. The Company’s investment portfolio is managed separately from that of Mutual and its subsidiaries, and investment results are not shared by the Pooled Companies through the Pooling Arrangement. Stateco performs investment management services for the Company and Mutual and its subsidiaries, although investment policies implemented by Stateco continue to be set for each company through the Investment Committee of its Board of Directors.

The Company’s decision to make a specific investment is influenced primarily by the following factors: (a) investment risks; (b) general market conditions; (c) relative valuations of investment vehicles; (d) general market interest rates; (e) the Company’s liquidity requirements at any given time; and (f) the Company’s current federal income tax position and relative spread between after tax yields on tax-exempt and taxable fixed income

13

investments. The Company has investment policy guidelines with respect to purchasing fixed income investments for the insurance subsidiaries which preclude investments in bonds that are rated below investment grade by a recognized rating service. The maximum investment in any single note or bond is limited to 5.0% of statutory assets, other than obligations of the U.S. government or government agencies, for which there is no limit. Investments in equity securities are selected based on their potential for appreciation as well as ability to continue paying dividends. See Item 7 of this Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other—Investments, Market Risks,” for a discussion regarding the market risks related to the Company’s investment portfolio.

The Company’s fixed maturity investments are classified as available-for-sale and carried at fair market value, according to the Financial Accounting Standards Board (“FASB”) Statement 115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”).

The Company’s Investment Policy and Guidelines permit investment in debt issues rated A or better by two major rating services. The Company’s fixed maturities portfolio is composed of high quality, investment grade issues, comprised almost entirely of debt issues rated AAA or AA. As of December 31, 2005 and 2004, the bond portfolio had a fair market value that totaled $1,617.3 million and $1,502.1 million, respectively.

At December 31, 2005 and 2004, the Company’s equity portfolio is classified as available-for-sale and carried at fair market value that totaled $255.6 million and $193.6 million, respectively.

The following table sets forth the Company’s investment results for the periods indicated:

	Year ended December 31
($ millions)	2005			2004			2003
Average Invested Assets(1)	$	1,811.6		$	1,591.8		1,391.9
Net Investment Income(2)		78.7			71.8		64.6
Average Yield		4.3	%		4.5	%	4.6	%

⁽¹⁾ Average of the aggregate invested assets at the beginning and end of each period, including interim quarter ends. Invested assets include fixed maturities at amortized cost, equity securities at cost, other invested assets at cost and cash equivalents.

⁽²⁾ Net investment income is net of investment expenses and does not include realized or unrealized investment gains or losses or provision for income taxes.

For additional discussion regarding the Company’s investments, see Item 7 of this Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other—Investments.”

Competition

The property and casualty insurance industry is highly competitive. The Company competes with numerous insurance companies, many of which are substantially larger and have considerably greater financial resources. In addition, because the Company’s products are marketed exclusively through independent insurance agencies, most of which represent more than one company, the Company faces competition within each agency. See “Narrative Description of Business – Marketing” in Item 1 of this Form 10-K. The Company competes through underwriting criteria, appropriate pricing, quality service to the policyholder and the agent, and a fully developed agency relations program.

Employees

As of February 28, 2006, the Company had 2,087 employees. Employees of the Company are not covered by any collective bargaining agreement. Management of the Company considers its relationship with its employees to be excellent.

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Available Information

STFC’s website address is www.stfc.com. Through this website (found under the “SEC Filings” link), STFC makes available, free of charge, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as soon as reasonably practicable after STFC electronically files such material with the Securities and Exchange Commission (the “SEC”). Also available on its website is information pertaining to the Company’s corporate governance, including the charters of each of the standing committees of the Company’s Board of Directors, the Company’s corporate governance guidelines and the Company’s code of business conduct.

Any of the materials the Company files with the SEC may also be read and copied at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

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Executive Officers of the Registrant

Name of Executive Officer and Position(s) with Company	Age(1)	Principal Occupation(s) During the Past Five Years	An Executive Officer of the Company Since(2)
Robert P. Restrepo, Jr., Chairman, President and Chief Executive Officer	55	Chairman of the Board and Chief Executive Officer of STFC and Mutual, 2/06 to present; President of STFC and Mutual, 3/06 to present; Senior Vice President, Insurance Operations, of Main Street American Group, a property and casualty insurance company, 4/05 – 2/06; President and Chief Executive Officer for two property and casualty insurance subsidiaries of Allmerican Financial Corporation (now known as Hanover Insurance Group), 1998 – 2003; President and Chief Executive Officer, personal lines, of Travelers Property and Casualty Insurance Company, a property and casualty insurance company, 1996 – 1998; and prior thereto, various capacities with Aetna Life and Casualty Company, a life, property and casualty insurance company, 1972 – 1996.	2006
Mark A. Blackburn, Senior Vice President	54	Senior Vice President of STFC and Mutual, 3/01 to present; Vice President of STFC and Mutual, 8/99 to 3/01	1999
Steven J. Johnston, Senior Vice President, Treasurer and Chief Financial Officer	46	Senior Vice President of STFC and Mutual, 8/99 to present; Treasurer and Chief Financial Officer of STFC and Mutual, 4/97 to present; Vice President of STFC and Mutual, 5/95 to 8/99	1994
John R. Lowther, Senior Vice President, Secretary and General Counsel	55	Senior Vice President of STFC and Mutual, 3/01 to present; Secretary and General Counsel of STFC, 5/91 to present and of Mutual 8/89 to present; Vice President of STFC, 5/91 to 3/01 and of Mutual 8/89 to 3/01	1991
Steven R. Hazelbaker, Vice President	50	Vice President of Mutual, 6/01 to present; Vice President of STFC, 6/01 to present; Chief Operating Officer of MIGI and Meridian Mutual, 8/00 to 6/01; Chief Financial Officer and Treasurer of MIGI and Meridian Mutual, 1994 to 8/00; Vice President of MIGI and Meridian Mutual, 1995 to 8/00	2001
Cathy B. Miley,(3) Vice President	56	Vice President of STFC, 3/98 to present; Vice President of Mutual, 3/95 to present; Assistant Secretary of Mutual, 8/92 to 3/95	1995
Richard L. Miley,(3) Vice President	51	Vice President of STFC, 3/98 to present; Vice President of Mutual, 5/95 to present; Assistant Vice President of Mutual, 8/87 to 5/95	1995

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Name of Executive Officer and Position(s) with Company	Age(1)	Principal Occupation(s) During the Past Five Years	An Executive Officer of the Company Since(2)
Cynthia A. Powell, Vice President	45	Vice President of Mutual, 3/00 to present; Assistant Vice President, 8/96 to 3/00; Vice President of STFC, 5/00 to present; Assistant Vice President of STFC, 4/97 to 5/00	2000

⁽¹⁾ Age is as of March 4, 2006.

⁽²⁾ Each of the foregoing officers has been designated by the Company’s Board of Directors as an executive officer for purposes of Section 16 of the Exchange Act.

⁽³⁾ Richard L. Miley and Cathy B. Miley are husband and wife.

Item 1A. Risk Factors

Statements contained in this Form 10-K may be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause State Auto Financial’s operating results to differ materially from those projected. The following factors, among others, in some cases have affected, and in the future could affect, State Auto Financial’s actual financial performance. The terms “State Auto Financial,” “STFC,” “our company,” “we,” “us” and “our” as used in this discussion refer to State Auto Financial Corporation and its consolidated subsidiaries.

RESERVES

If our estimated liability for losses and loss expenses is incorrect, our reserves may be inadequate to cover our ultimate liability for losses and loss expenses and may have to be increased.

We establish and carry, as a liability, reserves based on actuarial estimates of how much we will need to pay in the future for claims incurred as of the end of the accounting period. We maintain loss reserves to cover our estimated ultimate unpaid liability for losses and loss expenses with respect to reported and unreported claims incurred as of the end of each accounting period. Reserves do not represent an exact calculation of liability, but instead represent estimates, generally using actuarial projection techniques at a given accounting date. These reserve estimates are expectations of what the ultimate settlement and administration of claims will cost based on our assessment of facts and circumstances then known, review of historical settlement patterns, estimates of trends in claims severity and frequency, legal theories of liability and other factors. Variables in the reserve estimation process can be affected by both internal and external events, such as changes in claims handling procedures, trends in loss costs, economic inflation, legal trends and legislative changes. Many of these items are not directly quantifiable, particularly on a prospective basis. Additionally, there may be a significant reporting lag between the occurrence of an insured event and the time it is actually reported to the insurer. We refine reserve estimates in a regular ongoing process as historical loss experience develops and additional claims are reported and settled. We record adjustments to reserves in the results of operations for the periods in which the estimates are changed. In establishing reserves, we take into account estimated recoveries for reinsurance and salvage and subrogation.

Because estimating reserves is an inherently uncertain process, currently established reserves may not be adequate. If we conclude the estimates are incorrect and our reserves are inadequate, we are obligated to increase our reserves. An increase in reserves results in an increase in losses and a reduction in our net income for the period in which the deficiency in reserves is identified. Accordingly, an increase in reserves could have a material adverse effect on our results of operations, liquidity and financial condition.

CATASTROPHE LOSSES

The occurrence of catastrophic events could materially reduce our profitability.

Our insurance operations expose us to claims arising out of catastrophic events. We have experienced, and will in the future experience, catastrophe losses that may cause substantial volatility in our financial results for

17

any fiscal quarter or year and could materially reduce our profitability or harm our financial condition. Our ability to write new business also could be affected. Catastrophes can be caused by various natural events, including hurricanes, hailstorms, windstorms, earthquakes, severe winter weather and fires, none of which are within our control. Catastrophe losses can vary widely and could significantly exceed our recent unprecedented results. The frequency and severity of catastrophes are inherently unpredictable.

The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Most catastrophes are restricted to small geographic areas; however, hurricanes and earthquakes may produce significant damage in larger areas, especially those that are heavily populated. Although catastrophes can cause losses in a variety of our property and casualty lines, most of our catastrophe claims in the past have related to homeowners, other personal lines, allied lines and commercial multi peril coverages. The geographic distribution of our business subjects us to catastrophe exposure from hailstorms and earthquakes in the Midwest as well as catastrophe exposure from hurricanes in Florida and the Gulf Coast, southern coastal states and Mid-Atlantic regions. In the last five years, the largest catastrophe or series of catastrophes to affect our results of operations in any one year occurred in: 2005 with losses from hurricanes Katrina and Wilma resulting in approximately $41.7 million in pre-tax losses; 2004 with losses from hurricanes Charley, Frances, Jean and Ivan resulting in approximately $39.6 million in pre-tax losses; and 2003 when tornadoes, hailstorms and windstorms caused damage in 17 of our operating states resulting in approximately $39.2 million in pre-tax losses.

We believe that increases in the value and geographic concentration of insured property and the effects of inflation could increase the severity of claims from catastrophic events in the future. In addition, states have from time to time passed legislation that has the effect of limiting the ability of insurers to manage catastrophe risk, such as legislation prohibiting insurers from withdrawing from catastrophe-prone areas. Although we attempt to reduce the impact on our business of a catastrophe by controlling concentrations of values in catastrophe prone areas and through the purchase of reinsurance covering various categories of catastrophes, reinsurance may prove inadequate if a major catastrophic loss exceeds the reinsurance limit, or an insurance subsidiary incurs a number of smaller catastrophes that, individually, fall below the subsidiary’s retention level.

UNDERWRITING

Our success depends primarily on our ability to underwrite risks effectively and to charge adequate rates to policyholders.

Our financial condition, cash flows and results of operations depend on our ability to underwrite and set rates accurately for a full spectrum of risks, across a number of lines of insurance. Rate adequacy is necessary to generate sufficient premium to pay losses, loss adjustment expenses and underwriting expenses and to earn a profit.

Our ability to underwrite and set rates effectively is subject to a number of risks and uncertainties, including, without limitation:

• the availability of sufficient, reliable data;

• our ability to conduct a complete and accurate analysis of available data;

• our ability to timely recognize changes in trends and to project both the severity and frequency of losses with reasonable accuracy;

• uncertainties which are generally inherent in estimates and assumptions;

• our ability to project changes in certain operating expense levels with reasonable certainty;

• the development, selection and application of appropriate rating formulae or other pricing methodologies;

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• our ability to innovate with new pricing strategies, and the success of those innovations on implementation;

• our ability to predict policyholder retention accurately;

• unanticipated court decisions, legislation or regulatory action;

• unanticipated changes in our claim settlement practices;

• changing driving patterns for auto exposures; changing weather patterns for property exposures;

• changes in the medical sector of the economy;

• unanticipated changes in auto repair costs, auto parts prices and used car prices;

• impact of inflation and other factors on cost of construction materials and labor;

• our ability to monitor property concentration in catastrophe prone areas, such as hurricane, earthquake and wind/hail regions; and

• the general state of the economy in the states in which we operate.

Such risks may result in our rates being based on inadequate or inaccurate data or inappropriate assumptions or methodologies, and may cause our estimates of future changes in the frequency or severity of claims to be incorrect. As a result, we could under price risks, which would negatively affect our margins, or we could overprice risks, which could reduce our volume and competitiveness. In either event, our operating results, financial condition and cash flows could be materially adversely affected.

REINSURANCE

Reinsurance may not be available or adequate to protect us against losses.

We use reinsurance to help manage our exposure to insurance risks. The availability and cost of reinsurance are subject to prevailing market conditions, both in terms of price and available capacity, which can affect our business volume and profitability. Although the reinsurer is liable to us to the extent of the ceded reinsurance, we remain liable as the direct insurer on all risks reinsured. As a result, ceded reinsurance arrangements do not eliminate our obligation to pay claims. We are subject to credit risk with respect to our ability to recover amounts due from reinsurers. Reinsurance may not be adequate to protect us against losses and may not be available to us in the future at commercially reasonable rates. In addition, the magnitude of losses in the reinsurance industry resulting from catastrophes may adversely affect the financial strength of certain reinsurers, which may result in our inability to collect or recover reinsurance. Reinsurers also may reserve their right to dispute coverage with respect to specific claims. With respect to catastrophic or other loss, if we experience difficulty collecting from reinsurers or obtaining additional reinsurance in the future, we will bear a greater portion of the total financial responsibility for such loss, which could materially reduce our profitability or harm our financial condition.

NONSTANDARD SEGMENT

The nonstandard auto market may be shrinking due to refined segmentation by key competitors.

Over the last two years, we have experienced significant declines in our nonstandard auto premium, in terms of dollars and exposure units. While some of this decline was due to actions we undertook to improve the profitability of this segment, we perceive that key competitors have refined their rating segmentation, including increased utilization of multi-variant rating models, which we believe has resulted in a shrinkage of the nonstandard auto market. With the introduction of sophisticated pricing tools by our competitors, and most recently by us with the introduction of our CustomFit™ product, the criteria for qualifying for the standard auto segment is much broader, so that the standard auto segment may accommodate some insureds who, to this point, would have been nonstandard candidates only. Consequently, there is no assurance that the decline in revenues and net underwriting profits within our nonstandard segment will not continue as a result of the changes taking

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place in the nonstandard auto market and our own implementation of more inclusive marketing and underwriting programs in the standard segment.

CYCLICAL NATURE OF THE INDUSTRY

The property and casualty insurance industry is highly cyclical, which may cause fluctuations in our operating results.

The property and casualty insurance industry, particularly commercial lines businesses, has been historically characterized by periods of intense price competition due to excess underwriting capacity, as well as periods of shortages of underwriting capacity that allow for attractive premiums. The periods of intense price competition may adversely affect our operating results, and the overall cyclicality of the industry may cause fluctuations in our operating results. In response to periods of intense price competition, our strategy with respect to our commercial lines business has been to adjust prices to allow for acceptable profit levels and to decline coverage in situations where pricing or risk would not result in acceptable returns. Accordingly, our commercial lines business tends to contract during periods of severe competition and price declines and expand when market pricing allows an acceptable return.

The personal lines businesses are characterized by an auto underwriting cycle of loss cost trends. Driving patterns, inflation in the cost of auto repairs and medical care and increasing litigation of liability claims are some of the more important factors that affect loss cost trends. Inflation in the cost of building materials and labor costs and demand caused by weather-related catastrophic events affect personal lines homeowners loss cost trends. We and other personal lines insurers are generally unable to increase premiums unless permitted by changes in insurance laws and regulations, typically after the costs associated with the coverage have increased. Accordingly, profit margins generally decline in a period of increasing loss costs.

DISTRIBUTION SYSTEM

The independent agency system is our distribution system for our products, which may constrain our ability to grow at a comparable pace to our competitors that utilize multiple distribution channels.

We market our insurance products through independent, non-exclusive insurance agents, whereas some of our competitors sell their insurance products through direct marketing campaigns, the internet or insurance agents who sell products exclusively for one insurance company. The State Auto Group has supported the independent agency system as our sole distribution channel for the past 85 years. However, we recognize that the number of independent agencies in the industry has dramatically shrunk over the past several years due to agency purchases, consolidations, or bankruptcies and the retirement of agents. We also recognize that it will be progressively more difficult to expand the number of independent agencies representing our company. If we are unsuccessful in maintaining and increasing the number of agencies in our independent agency distribution system, our sales and results of operations could be adversely affected.

The agents that market and sell our products also sell products of our competitors. These agents may recommend our competitors’ products over our products or may stop selling our products altogether. Our strategy of not pursuing market share at rates that are not expected to produce a combined ratio that meets our goal of 96% or better can have the effect of making top line growth more difficult. When price competition is intense, this effect is exaggerated by the fact that our independent agent distribution force has products to sell from other carriers that may be more willing to lower rates to grow top line sales. Consequently, we must remain focused on attracting and retaining productive agents to market and sell our products. We compete with our competitors for productive agents primarily on the basis of our financial position, support services, ease of doing business, compensation and product features. Although we make efforts to ensure that we have strong relationships with our independent agents and to persuade them to promote and sell our products, we may not be successful in these efforts. If we are unsuccessful in attracting and retaining these agents, our sales and results of operations could be adversely affected.

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REGULATION

Our business is heavily regulated, and changes in regulation may reduce our profitability and limit our growth.

We are subject to extensive regulation in the states in which we conduct business. This regulation is generally designed to protect the interests of policyholders, as opposed to shareholders and other investors, and relates to authorization for lines of business, capital and surplus requirements, investment limitations, underwriting limitations, transactions with affiliates, dividend limitations, changes in control, premium rates and a variety of other financial and non-financial components of an insurance company’s business.

In recent years, the state insurance regulatory framework has come under increased federal scrutiny, and some state legislatures have considered or enacted laws that may alter or increase state authority to regulate insurance companies and insurance holding companies. Further, the NAIC and state insurance regulators are reexamining existing laws and regulations, specifically focusing on modifications to holding company regulations, interpretations of existing laws and the development of new laws. In addition, Congress and some federal agencies from time to time investigate the current condition of insurance regulation in the United States to determine whether to impose federal regulation or to allow an optional federal charter, similar to banks. We cannot predict with certainty the effect any proposed or future legislation or NAIC initiatives may have on the conduct of our business. In addition, the insurance laws or regulations adopted or amended from time to time may be more restrictive or may result in materially higher costs than current requirements. Although the federal government does not directly regulate the insurance business, changes in federal legislation and administrative policies in several areas, including changes in the Gramm-Leach-Bliley Act, financial services regulation and federal taxation, can significantly harm the insurance industry and us.

CLAIM AND COVERAGE DEVELOPMENTS

Developing claim and coverage issues in our industry are uncertain and may adversely affect our insurance operations.

As industry practices and legislative, judicial and regulatory conditions change, unexpected and unintended issues related to claims and coverage may develop. These issues could have an adverse effect on our business by either extending coverage beyond our underwriting intent or by increasing the number or size of claims. The premiums we charge for our insurance products are based upon certain risk expectations. When the legislative, judicial or regulatory authorities expand the burden of risk beyond our expectations, the premiums we previously charged or collected may no longer be sufficient to cover the risk, and we do not have the ability to retroactively modify premium amounts. Recent examples of these claims and coverage issues include:

• changes in interpretation of the named insured provision with respect to the uninsured/underinsured motorist coverage in commercial auto policies that broaden the definition of the named insured;

• a growing trend of plaintiffs targeting property and casualty insurers, including us, in purported class action litigation relating to claim-handling and other practices, particularly with respect to the handling of personal lines auto and homeowners claims; and

• increases in the number and size of water damage claims related to expenses for testing and remediation of mold conditions.

Class action lawsuits relating to property and casualty losses arising out of hurricane Katrina have been filed in Mississippi against several named insurers and dozens of unnamed insurers. To date, we have not been named as a defendant or served with process in any of these lawsuits. However, that situation could change in the future. Based on our understanding of the nature of these lawsuits, the plaintiffs are attempting to expand the scope of coverage available under their insurance policies to secure claims for compensation for an event that would otherwise not be covered by their insurance policies. The principal focus of these lawsuits, including one lawsuit

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being brought by the attorney general of Mississippi, is to have the insurer-defendants’ policies cover flood losses that are excluded under the typical property insurance policy. Because of the preliminary nature of these lawsuits, it cannot be determined to what extent, if any, such lawsuits will impact us, or even if we will be named as a defendant in these lawsuits.

Many of these issues are beyond our control. The effects of these and other unforeseen claims and coverage issues are extremely hard to predict and could materially harm our business and results of operations.

TERRORISM

Terrorist attacks, and the threat of terrorist attacks, and ensuing events could have an adverse effect on us.

Terrorism, both within the United States and abroad, and military and other actions and heightened security measures in response to these types of threats, may cause loss of life, property damage, additional disruptions to commerce and reduced economic activity. Actual terrorist attacks could cause losses from insurance claims related to the property and casualty insurance operations of the State Auto Group, as well as a decrease in our shareholders’ equity, net income and/or revenue. The Terrorism Acts require the federal government and the insurance industry to share in insured losses up to $100 billion per year resulting from certain future terrorist attacks within the United States. Under the Terrorism Acts, we must offer our commercial policyholders coverage against certified acts of terrorism. In addition to certified acts of terrorism, we intend, subject to the approval of the state regulators, to cover only such acts of terrorism that are not certified acts under the Terrorism Acts and that do not arise out of nuclear, biological or chemical agents.

In addition, some of the assets in our investment portfolio may be adversely affected by declines in the equity markets and economic activity caused by the continued threat of terrorism, ongoing military and other actions and heightened security measures. We cannot predict at this time whether and the extent to which industry sectors in which we maintain investments may suffer losses as a result of potentially decreased commercial and economic activity, or how any such decrease might impact the ability of companies within the affected industry sectors to pay interest or principal on their securities, or how the value of any underlying collateral might be affected.

TECHNOLOGY

Our development of commercial automated underwriting tools may not be successful or the benefits may not be realized.

We are developing a commercial lines automation system that will build upon the success we believe we have achieved through our personal lines netXpress system. netXpress allows agents to obtain rates for applicants on-line in real time, secure consumer reports required for rating or underwriting, all of which combined enable the agent to offer a firm quote to a customer in real time at the point of sale.

It is our intention to develop similar functionality in commercial lines as we have in personal lines through netXpress. While this represents a significant commitment of resources over the next 18 to 36 months, we believe it is vitally important to our ability to maintain our prospects in commercial lines. We cannot assure shareholders that the development of this technology will be completed within the timeframe projected, or that it will be successful upon implementation. Additionally, because some of our competitors have already implemented or may be implementing similar types of underwriting tools, we may be competitively disadvantaged. A challenge during this development phase will be the utilization of today’s technology in face of a constantly changing technological landscape. There can be no assurance that the development of today’s technology for tomorrow’s use will not result in our being competitively disadvantaged, especially among the larger national carriers that have greater financial and human resources than we.

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INVESTMENTS

The performance of our investment portfolios is subject to investment risks.

Like other property and casualty insurance companies, we depend on income from our investment portfolio for a significant portion of our revenues and earnings and are therefore subject to market risk, the risk that we will incur losses due to adverse changes in equity, interest, commodity or foreign currency exchange rates and prices. Our primary market risk exposures are to changes in interest rates and equity prices.

If the fixed-income or equity portfolios, or both, were to be impaired by market, sector or issuer-specific conditions to a substantial degree, our liquidity, financial position and financial results could be materially adversely affected. Under these circumstances, our income from these investments could be materially reduced, and declines in the value of certain securities could further reduce our reported earnings and capital levels. A decrease in value of our investment portfolio could also put our insurance subsidiaries at risk of failing to satisfy regulatory minimum capital requirements. If we were not at that time able to supplement our subsidiaries’ capital from STFC or by issuing debt or equity securities on acceptable terms, our business could be materially adversely affected. Also, a decline in market rates could also cause the investments in our pension plans to decrease below the accumulated benefit obligation, resulting in additional pension liability and expense and increasing required contributions to the pension plan.

In addition, both the fixed-income and the common equity portfolios are subject to risks inherent in the nation’s and world’s capital markets. The functioning of those markets, the values of the investments held by us and our ability to liquidate investments on favorable terms or short notice may be adversely affected if those markets are disrupted or otherwise affected by local, national or international events, such as power outages, system failures, wars or terrorist attacks or by recessions or depressions, a significant change in inflation expectations, a significant devaluation of governmental or private sector credit, currencies or financial markets and other factors or events.

EMPLOYEES

Our ability to attract, develop and retain talented employees, managers and executives, and to maintain appropriate staffing levels, is critical to our success.

Our success depends on our ability to attract, develop and retain talented employees, including executives and other key managers in such a specialized industry. Our loss of certain key officers and employees or the failure to attract and develop talented new executives and managers could have a materially adverse effect on our business.

In addition, we must forecast the changing business environments (for multiple business units and in many geographic markets) with reasonable accuracy and adjust hiring programs and/or employment levels accordingly. Our failure to recognize the need for such adjustments, or the failure or inability to react appropriately on a timely basis, could lead either to over-staffing (which would adversely affect our cost structure) or under-staffing (impairing our ability to service its ongoing and new business) in one or more business units or locations. In either event, our financial results could be materially adversely affected.

BUSINESS CONTINUITY

Our business depends on the uninterrupted operation of our facilities, systems and business functions, including our information technology and other business systems.

Our business is highly dependent upon our ability to perform, in an efficient and uninterrupted fashion, necessary business functions, such as Internet support and 24-hour claims contact centers, processing new and renewal business, and processing and paying claims. A shut-down of or inability to access one or more of our

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facilities, a power outage, or a failure of one or more of our information technology, telecommunications or other systems could significantly impair our ability to perform such functions on a timely basis. In addition, because our information technology and telecommunications systems interface with and depend on third party systems, we could experience service denials if demand for such service exceeds capacity or a third party system fails or experiences an interruption. If sustained or repeated, such a business interruption, systems failure or service denial could result in a deterioration of our ability to write and process new and renewal business, provide customer service, pay claims in a timely manner or perform other necessary corporate functions. This could result in a materially adverse effect on our business results and liquidity.

A security breach of our computer systems could also interrupt or damage our operations or harm our reputation. In addition, we could be subject to liability if confidential customer information is misappropriated from our computer systems. Despite the implementation of security measures, including hiring an independent firm to perform intrusion vulnerability testing of our computer systems, these systems may be vulnerable to physical break-ins, computer viruses, programming errors, attacks by third parties or similar disruptive problems. Any well-publicized compromise of security could deter people from entering into transactions that involve transmitting confidential information to our systems, which could have a material adverse effect on our business.

We have established a business continuity plan in an effort to ensure the continuation of core business operations in the event that normal business operations could not be performed due to a catastrophic event. While we continue to test and assess our business continuity plan to ensure it meets the needs of our core business operations and addresses multiple business interruption events, there is no assurance that core business operations could be performed upon the occurrence of such an event.

ACQUISITIONS

Acquisitions subject us to a number of financial and operational risks.

Since going public in 1991, we and Mutual have acquired other insurance companies, such as Meridian Mutual, the MIGI Insurers, Milbank, Farmers and SA Wisconsin, and it is anticipated that we and Mutual may continue to pursue acquisitions of other insurance companies in the future. Acquisitions involve numerous risks and uncertainties, such as:

• obtaining necessary regulatory approvals of the acquisition may prove to be more difficult than anticipated;

• integrating the acquired business may prove to be more costly than anticipated;

• integrating the acquired business without material disruption to existing operations may prove to be more difficult than anticipated;

• anticipated cost savings may not be fully realized (or not realized within the anticipated time frame);

• loss results of the company acquired may be worse than expected;

• losses may develop differently than what we expected them to; and

• retaining key employees of the acquired business may prove to be more difficult than anticipated.

In addition, other companies in the insurance industry have similar acquisition strategies. Competition for acquisitions may intensify or we may not be able to complete such acquisitions on terms and conditions acceptable to us. Additionally, the costs of unsuccessful acquisition efforts may adversely affect our financial performance.

FINANCIAL STRENGTH RATINGS

A downgrade in our financial strength ratings may negatively affect our business.

Insurance companies are subject to financial strength ratings produced by external rating agencies. Higher ratings generally indicate financial stability and a strong ability to pay claims. Ratings are assigned by rating

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agencies to insurers based upon factors that they believe are relevant to policyholders. Ratings are important to maintaining public confidence in our company and in our ability to market our products. A downgrade in our financial strength ratings could, among other things, negatively affect our ability to sell certain insurance products, our relationships with agents, new sales and our ability to compete.

Although other agencies cover the property and casualty industry, we believe our ability to write business is most influenced by our rating from A.M. Best. According to A.M. Best, its ratings are designed to assess an insurer’s financial strength and ability to meet ongoing obligations to policyholders. The Pooled Companies currently have a rating from A.M. Best Company of A+ (Superior) (the second highest of A.M. Best’s 15 ratings). We may not be able to maintain our current A.M. Best ratings.

CONTROL BY MUTUAL

Mutual owns a significant interest in us and may exercise its control in a manner detrimental to your interests.

As of December 31, 2005, Mutual owned approximately 65% of the voting power of our company. Therefore, Mutual has the power to direct our affairs and is able to determine the outcome of substantially all matters required to be submitted to shareholders for approval, including the election of all our directors. Mutual could exercise its control over us in a manner detrimental to the interests of other STFC shareholders.

COMPETITION

Our industry is highly competitive, which could adversely affect our sales and profitability.

The property and casualty insurance business is highly competitive, and we compete with a large number of other insurers. Many of our competitors have well-established national reputations, and substantially greater financial, technical and operating resources and market share than us. We may not be able to effectively compete, which could adversely affect our sales or profitability. We believe that competition in our lines of business is based primarily on price, service, commission structure, product features, financial strength ratings, reputation and name or brand recognition. Our competitors sell through various distribution channels, including independent agents, captive agents and directly to the consumer. We compete not only for business and individual customers, employer and other group customers but also for independent agents to market and sell our products. Some of our competitors offer a broader array of products, have more competitive pricing or have higher claims paying ability ratings. In addition, other financial institutions are now able to offer services similar to our own as a result of the Gramm-Leach-Bliley Act.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The Company shares its operating facilities with Mutual pursuant to the terms of the 2005 Management Agreement. The Company’s corporate headquarters are located in Columbus, Ohio, in buildings owned by Mutual that contain approximately 280,000 square feet of office space. The Company and Mutual also own and lease other office facilities in numerous locations throughout the State Auto Group’s geographical areas of operation.

I tem 3. Legal Proceedings

The Company is a party to a number of lawsuits arising in the ordinary course of its insurance business. Management of the Company believes that the ultimate resolution of these lawsuits will not, individually or in the aggregate, have a material, adverse effect on the financial condition of the Company.

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Item 4. Submission of Matters to a Vote of Security Holders

None.

PART II

I tem 5. Market for the Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

Market Information; Holders of Record

The Company’s common shares are traded in the NASDAQ National Market System under the symbol STFC. As of March 3, 2006, there were 3,829 shareholders of record of the Company’s common shares.

Market Price Ranges and Dividends Declared on Common Shares⁽¹⁾

Initial Public Offering—June 28, 1991, $2.25. The following table provides information with respect to the high and low sale prices of the Company’s common shares for each quarterly period for the past two years as reported by NASDAQ, along with the amount of cash dividends declared by the Company with respect to its common shares for each quarterly period for the past two years:

2005	High		Low		Dividend
First Quarter	$	28.43	$	24.30	$	0.045
Second Quarter		31.24		25.05		0.045
Third Quarter		32.63		28.22		0.090
Fourth Quarter		38.15		29.72		0.090

2004	High	Low	Dividend
First Quarter	25.86	22.12	0.040
Second Quarter	31.08	23.02	0.040
Third Quarter	31.83	28.00	0.045
Fourth Quarter	29.26	23.70	0.045

⁽¹⁾ Adjusted for stock splits.

Additionally, see Item 7 of this Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Regulatory Considerations,” for additional information regarding regulatory restrictions on the payment of dividends by the Company’s insurance subsidiaries.

Purchases of Common Shares by the Company

The following table provides information with respect to purchases made by the Company of its common shares during the fourth quarter 2005:

Period	Total number of shares purchased(1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
10/01/05 - 10/31/05	304	$	31.74	—	—
11/01/05 - 11/30/05	3,325		33.57	—	—
12/01/05 - 12/31/05	511		35.76	—	—
Total	4,140	$	33.71	—	—

⁽¹⁾ All shares repurchased were acquired as a result of stock swap option exercises.

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Item 6. Selected Consolidated Financial Data

	Year ended December 31:
	2005*			2004	2003	2002	2001*
	(dollars and shares in millions, except per share data)
Statement of Income Data – GAAP Basis:
Earned premiums	$	1,050.3		1,006.8	960.6	896.6	555.2
Net investment income	$	78.7		71.8	64.6	59.7	47.4
Total revenues	$	1,139.5		1,092.4	1,041.7	967.5	623.3
Net income	$	125.9		110.0	63.6	37.0	20.6
Earned premium growth		4.3	%	4.8	7.1	61.5	39.5
Return on average invested assets(1)		4.3	%	4.5	4.6	4.9	5.4
Balance Sheet Data – GAAP Basis:
Total investments	$	1,879.9		1,699.1	1,570.3	1,272.3	1,138.7
Total assets	$	2,274.9		2,168.4	2,029.9	1,706.8	1,410.4
Total notes payable	$	118.7		164.5	161.2	75.5	45.5
Total stockholders’ equity	$	763.5		658.2	542.3	463.8	400.2
Common shares outstanding		40.5		40.1	39.6	39.0	38.9
Return on average equity(2)		17.7	%	18.3	12.6	8.6	5.2
Debt to stockholders’ equity		15.5	%	25.0	29.7	16.3	11.4
Per Common Share Data – GAAP Basis:
Basic EPS	$	3.12		2.76	1.62	0.95	0.53
Diluted EPS	$	3.06		2.70	1.58	0.93	0.52
Cash dividends per share	$	0.27		0.17	0.15	0.14	0.13
Book value per share	$	18.86		16.42	13.71	11.89	10.28
Common Share Price:
High	$	38.15		31.83	26.90	17.25	17.80
Low	$	24.30		22.12	14.96	12.67	12.30
Close at December 31	$	36.46		25.85	23.34	15.50	16.24
Close price to basic EPS		11.69x		9.37	14.41	16.32	30.64
Close price to book value per share		1.93x		1.57	1.70	1.30	1.58
GAAP Ratios:(3)
Loss and LAE ratio		58.4	%	61.5	67.8	72.9	76.9
Expense ratio		31.7	%	30.2	30.4	29.5	30.1
Combined ratio		90.1	%	91.7	98.2	102.4	107.0
Statutory Ratios:(3)
Loss and LAE ratio		58.4	%	61.6	67.9	73.1	77.4
Expense ratio		31.6	%	30.6	30.7	29.2	27.8
Combined ratio		90.0	%	92.2	98.6	102.3	105.2
Industry combined ratio(4)		102.0	%	98.1	100.2	107.3	115.7
Net premiums written to surplus(5)		1.5		1.6	1.9	2.6	1.8

⁽¹⁾ Invested assets include investments and cash equivalents.

⁽²⁾ Net income less preferred share dividends, if any, divided by average common stockholders’ equity.

⁽³⁾ GAAP ratios are computed using earned premiums for both the loss and LAE ratio and the expense ratio, and include the effect of eliminations in consolidation. The statutory expense ratio is computed using net written premiums. The Company uses the statutory combined ratio to compare its results to the industry statutory combined ratio as there is no industry GAAP combined ratio available.

⁽⁴⁾ The industry combined ratios are from A.M. Best. The 2005 industry combined ratio is preliminary.

⁽⁵⁾ The Company uses the statutory net premiums written to surplus ratio as there is no comparable GAAP measure. This ratio, also called the leverage ratio, measures the Company’s statutory surplus available to absorb losses.

* Reflects change in Pooling Arrangement, effective January 1, 2005 and October 1, 2001.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

State Auto Financial is a property and casualty insurance holding company primarily engaged in writing both personal and commercial lines of insurance. The State Auto Group (defined below) writes a broad line of property and casualty insurance products through approximately 22,100 independent insurance agents associated with approximately 3,050 agencies in 27 states.

State Auto Financial’s subsidiaries are State Auto P&C, Milbank, Farmers, SA Ohio and SA National, each of which is a property and casualty insurance company; Stateco, which provides investment management services to affiliated insurance companies; S.I.S., a developer and seller of insurance-related software; and 518 PML, which owns and leases real and personal property to affiliated companies. State Auto Financial and these subsidiaries are collectively referred to as the “Company.”

Mutual owns approximately 65% of State Auto Financial’s outstanding common shares. Mutual is one of only 14 companies in the United States to have been rated A+ (Superior) or higher by A.M. Best Company every year since 1954. Mutual’s subsidiaries and affiliates are SA Florida and SA Wisconsin, each of which is a property and casualty insurance company; MIGI, an insurance holding company; Meridian Security, a property and casualty insurance company; and Meridian Citizens Mutual, a mutual property and casualty insurance company. Meridian Security and Meridian Citizens Mutual are collectively referred to as the “MIGI Insurers” and, together with MIGI, the “MIGI Companies.”

The Pooled Companies (defined below) provide a broad line of property and casualty insurance, such as standard personal and commercial automobile, homeowners, commercial multi-peril, workers’ compensation, general liability and fire insurance. SA National provides nonstandard personal automobile insurance to the nonstandard insurance market. The Pooled Companies and SA National are collectively referred to as the “State Auto Group.”

State Auto P&C, Milbank, Farmers and SA Ohio (the “STFC Pooled Companies”) participate in a quota share reinsurance pooling arrangement (the “Pooling Arrangement”) with Mutual, SA Wisconsin, SA Florida and the Meridian Insurers (the “Mutual Pooled Companies” and, together with the STFC Pooled Companies, the “Pooled Companies”). The Pooling Arrangement covers all the property and casualty insurance written by the Pooled Companies except voluntary assumed reinsurance written by Mutual, State Auto Middle Market Insurance (as defined in the 2005 Pooling Agreement) and intercompany catastrophe reinsurance written by State Auto P&C. Under the Pooling Arrangement, each of the Pooled Companies cedes premiums, losses and expenses on all of its business to Mutual, and Mutual in turn cedes to each of the Pooled Companies a specified portion of premiums, losses and expenses based on each of the Pooled Companies’ respective pooling percentages. Mutual then retains the balance of the pooled business. The participation percentage for the STFC Pooled Companies has remained at 80% since October 1, 2001. As of January 1, 2005, the Pooling Arrangement was amended to add the Meridian Insurers as participants. In conjunction with this amendment, the STFC Pooled Companies received $54.0 million in cash from the Meridian Insurers which related to the additional net insurance liabilities assumed on January 1, 2005. The following table presents the impact on the Company’s balance sheet relating to the additional net insurance liabilities assumed on this date:

($ millions)
Losses and loss expense payable	$	35.3
Unearned premiums		24.0
Deferred policy acquisition costs		(5.3	)
Net cash received	$	54.0

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The Pooled Companies are rated A+ (Superior) by the A.M. Best Company.

The following table sets forth a chronology of the participant and participation percentage changes that have occurred in the Pooling Arrangement since January 1, 2003:

	STFC Pooled Companies					Mutual Pooled Companies
Year(1)	State Auto P&C	Milbank	Farmers	SA Ohio	Sub Total	Mutual	SA Wisconsin	SA Florida	Meridian Security	Meridian Citizens Mutual	Sub Total
2003-2004	59.0	17.0	3.0	1.0	80.0	18.3	1.0	0.7	N/A	N/A	20.0
2005	59.0	17.0	3.0	1.0	80.0	19.5	0.0	0.0	0.0	0.5	20.0

⁽¹⁾ Time period is for the year ended December 31.

Stateco provides investment management services to the State Auto Group, which comprise the Company’s investment management services segment. S.I.S. develops and sells software for the processing of insurance transactions, database management systems for insurance agents, and electronic interfacing of information between insurance companies and agents. S.I.S. sells its services and products to insurance agencies and nonaffiliated insurers. It also delivers its services and sells its products to the State Auto Group. 518 PML is engaged in the business of owning and leasing real and personal property to the State Auto Group. The results of operations of S.I.S. and 518 PML are not material to the total operations of the Company.

The terms “State Auto Financial,” “STFC,” “our Company,” “we,” “us” and “our” as used in this discussion refer to State Auto Financial Corporation and its consolidated subsidiaries.

EXECUTIVE SUMMARY

The results of our operations from year-to-year and quarter-to-quarter are primarily driven by our ability to generate revenue through premium growth, price and sell our insurance products at levels which will generate underwriting profits, and establish appropriate loss reserves. In addition, our results are significantly impacted by the occurrence of catastrophic events, which are generally beyond our control.

• Revenues/Underwriting Profitability: The property and casualty insurance industry is highly cyclical. Our industry has been historically characterized by periods of intense price competition due to excess underwriting capacity, as well as periods of shortages of underwriting capacity that allow for attractive premiums. During periods of excess underwriting capacity, some property and casualty insurers attempt to generate additional top line growth by setting their prices at levels inappropriate for the risk underwritten. While in the short term this may result in additional revenues, this action compromises their underwriting profitability. Our strategy, however, is to adhere to disciplined and consistent underwriting principles. These principles include insistence on selecting and retaining business based on the merits of each account and a dedication to cost-based pricing, where each line of business is priced at a rate anticipated to generate a profit. It is our intention to set pricing levels so that no line of business, or classification within major lines, subsidizes another line or classification. We are committed to achieving our goal of a combined ratio of 96% or better through all market cycles, even at the expense of periodic slowdowns in written and earned premiums. We will not compromise underwriting profitability for top line growth. We believe that we can implement periodic rate changes in most states and remain an attractive market to our policyholders and independent agency partners by stressing the strengths we bring to the marketplace. These strengths include stability, financial soundness, prompt and fair claims service, and technology which makes it easier for the agent to do business with the State Auto Group and provide substantial value to our customers.

• Loss Reserves: We maintain reserves for the eventual payment of losses and loss expenses for both reported claims and incurred claims that have not yet been reported. Loss reserves are management’s best estimates at a given point in time of what we expect to pay to claimants, based on facts,

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circumstances and historical trends then known. During the loss settlement period, additional facts regarding individual claims may become known, and consequently it often becomes necessary to refine and adjust the estimates of liability. Loss expense reserves are intended to cover the ultimate costs of settling all losses, including investigation, litigation and in-house claims processing costs from such losses. Reserves for reported losses are initially established on either a case-by-case or formula basis depending on the type and circumstances of the loss. The case-by-case reserve amounts are determined based on our reserving practices, which take into account the type of risk, the circumstances surrounding each claim and policy provisions relating to types of loss. The formula reserves are based on historical paid loss data for similar claims with provisions for trend changes caused by inflation. Loss and loss expense reserves for incurred claims that have not yet been reported are estimated based on many variables including historical and statistical information, inflation, legal developments, storm loss estimates, and economic conditions. Case and formula basis loss reserves are reviewed on a regular basis. As new data becomes available, estimates are updated resulting in adjustments to loss reserves. Generally, reported losses initially reserved on a formula basis which have not settled after six months are case reserved at that time. Although management uses many resources to calculate reserves, there is no precise method for determining the ultimate liability. We do not discount loss reserves for financial statement purposes. Our objective is to set reserves that are adequate such that the amounts that we originally record as reserves reasonably approximate the ultimate liability for insured losses and loss expenses. We then periodically review and adjust loss reserves on a timely basis. This ongoing periodic review assures a consistent level of adequacy and also minimizes the impact that any required adjustment may have on our current operating results.

• Catastrophic Events: We are exposed to claims arising out of catastrophic events. Catastrophe losses can and do cause substantial volatility in our financial results for any fiscal quarter or year. Catastrophes can be caused by various natural events, including hurricanes, hailstorms, tornadoes, windstorms, earthquakes, severe winter weather and fires, none of which are within our control. The frequency and severity of catastrophes are inherently unpredictable. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Most catastrophes are restricted to small geographic areas. However, hurricanes and earthquakes may produce significant damage in larger areas, especially those that are heavily populated. Although catastrophes can cause losses in a variety of our property and casualty lines, most of our catastrophe claims in the past have related to homeowners, other personal lines, allied lines and commercial multiple peril coverages. We deploy specific strategies designed to mitigate our exposure to catastrophe losses. We continually seek to diversify our business on a geographic basis. The number of states we operate in has increased from 17 states in 1991 to 27 states in early 2006. The concentration of gross written premiums for our property and casualty operations in our largest state, Ohio, has decreased from 28% for the year ended December 31, 1991, to 17.8% for the year ended December 31, 2005. We avoid writing insurance in states that we believe present difficult legislative, judicial and/or regulatory environments for the insurance industry. Our underwriting guidelines are designed to limit exposures for high risk insurance matters such as asbestos, workers’ compensation and environmental claims. Our catastrophe management strategies are designed to mitigate our exposure to earthquakes and hurricanes.

In addition to our adherence to cost-based pricing and risk mitigation strategies, discussed above, management of the Company focuses on several other key areas to improve the results of our operations and financial results. The following are critical areas of management’s focus:

• Claims Service: We believe an important element of our success is our focus on claims service. The role of the claims division is to deliver the promise that we and the independent agent made to the insured — that we will strive to provide prompt and fair claims service. We have the capability of receiving claims 24 hours a day, seven days a week. Claims may be reported to our Claims Contact Center, to the policyholder’s independent agent or via the Internet. We make a pledge to our policyholders to try and make contact with them within two hours once the claim has been assigned to a claims handler (except in catastrophe loss situations).

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• Independent Insurance Agent Network: We offer our products through approximately 22,100 independent insurance agents associated with more than 3,050 agencies in 27 states. We believe the success of our independent insurance agent network, which is our only distribution channel, grows out of our commitment to promote and foster close working relationships with our agents. We seek relationships with agencies where we will be one of their top three insurers, measured on the basis of direct premiums written, for the type of business we desire. Our agents’ compensation package includes competitive commission rates and other sales inducements designed to maintain and enhance relationships with existing independent agents as well as to attract new independent agents. We provide our agents with a co-operative advertising program, sales training programs, an agent’s stock purchase program, profit-sharing and travel incentives and agency recognition. We continually monitor our agencies for compatibility with us, taking into account factors such as loss ratio, premium volume, business profiles and relationship history. This allows us to be proactive in helping the agents to enhance profitability and, thus, maintain the advantages of the State Auto affiliation. Our senior management regularly makes itself available to the agency force to reinforce this partnership commitment. We believe each of these elements creates a relationship that has resulted in our independent insurance agents placing quality insurance business with us.

• Investment Strategy: We have a conservative investment strategy that emphasizes the quality of our fixed income portfolio, which comprised 86% of our total portfolio at December 31, 2005, and includes only investment grade securities. We have a disciplined approach to the equity portion of our portfolio, which comprised 13.6% of our total portfolio at December 31, 2005, that emphasizes large capitalization, dividend-paying companies. We select equity investments based on a stock’s potential for appreciation as well as ability to continue paying dividends.

• Technology: Recent statistics indicate that approximately 87% of the Company’s personal automobile and homeowners new business applications and 73% of change requests in these lines of business are delivered and processed electronically. This increased utilization, specifically the new business percentage representing a 20 point increase since the 2004 fiscal year, demonstrates our success and focus with respect to competing on an “ease of doing business” factor. Our internet-based point of sale agency portal for personal lines business, netXpress, and an automated intelligent underwriting system, Apollo, are examples of standards-based, user-friendly technology, making it easier for agents to submit personal lines accounts to us. The Apollo system allows us to make consistent underwriting decisions across the standard and non-standard lines of business. In 2005, we continued to rollout this system to additional states, resulting in 171,000 total underwriting decisions rendered. This reflected a 101% increase from 2004 for new business and endorsement transactions handled by our automated underwriting systems. Management’s focus will continue on “ease of doing business” in other ways as well, such as enhancements to our electronic portal for agents, called Agentsite, and creating ways for our internet rating and underwriting systems to “talk” with more agency management systems. In 2005, “Agentsite Dashboard” was added to provide agents with quicker access to customer information and recent transactions. This new functionality helped agents transition following our decision to eliminate the printing and mailing of paper policy declarations to agents for personal lines. We have recently begun work to develop a commercial lines automation system that is intended to build upon the success we have achieved through our netXpress system for personal lines. netXpress allows agents to obtain rates for applicants on-line in real time and secure consumer reports required for rating or underwriting, all of which combined enables the agent to offer a firm quote to a customer in real time at the point of sale. In order to achieve our goal of commercial lines functionality, we will need to make a significant commitment of resources over the next 18 to 36 months. However, we believe developing such an Internet-based system is vitally important to our ability to compete for new commercial lines accounts.

CRITICAL ACCOUNTING POLICIES

The Company’s significant accounting policies are more fully described in Note 1 of the Notes to the Company’s Consolidated Financial Statements included in Item 8 of this Form 10-K. In preparing the

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consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet, revenues and expenses for the period then ended and the financial entries in the accompanying notes to the financial statements. Such estimates and assumptions could change in the future, as more information becomes known which could impact the amounts reported and disclosed therein.

Losses and loss expenses payable are management’s best estimates at a given point in time of what the Company expects to pay claimants, based on known facts, circumstances and historical trends. Reserves for reported losses are established on either a case-by-case or formula basis depending on the type and circumstances of the loss. The case-by-case reserve amounts are determined by claims adjusters based on the Company’s reserving practices, which take into account the type of risk, the circumstances surrounding each claim and policy provisions relating to types of loss. The formula reserves are based on historical data for similar claims with provision for trend changes caused by inflation. Loss and loss expense reserves for incurred claims that have not yet been reported are estimated based on many variables including historical and statistical information, inflation, legal developments, storm loss estimates, and economic conditions. Case and formula basis loss reserves are reviewed on a regular basis, and as new data becomes available, estimates are updated resulting in adjustments to loss reserves. Generally, reported losses initially reserved on a formula basis and not settled after six months are case reserved at that time. Although management uses many internal and external resources, as well as multiple established methodologies to calculate reserves, there is no method for determining the exact ultimate liability.

Acquisition costs, consisting of commissions, premium taxes and certain underwriting expenses relating to the production of property and casualty business, are deferred and amortized ratably over the contract period. The method followed for computing the acquisition costs limits the amount of such deferred costs to their estimated realizable value. In determining estimated realizable value, the computation gives effect to the premium to be earned, related investment income, losses and loss expenses expected to be incurred, and certain other costs expected to be incurred as premium is earned. These amounts are based on estimates, and accordingly, the actual realizable value may vary from the estimated realizable value.

Pension and postretirement benefit obligations are long term in nature and require management judgment in estimating the factors used to determine these amounts. Management, along with its defined benefit consulting actuary, reviews these factors, including the discount rate and expected long term rate of return on plan assets. Because these obligations are based on management estimates which could change, the ultimate benefit obligation could be different from the amount estimated.

Fixed maturity and equity security investments are classified as available-for-sale and carried at fair value. The unrealized holding gains or losses, net of applicable deferred taxes, are shown as a separate component of stockholders’ equity as “accumulated other comprehensive income,” and as such are not included in the determination of net income. Investment income is recognized when earned, and capital gains and losses are recognized when investments are sold.

The Company regularly monitors its investment portfolio for declines in value that are other-than-temporary, an assessment that requires significant management judgment. Among the factors management considers are the nature of the investment, severity and length of decline in fair value, events impacting the issuer, overall market conditions and its intent and ability to hold securities until the value recovers. When a security in the Company’s investment portfolio has been determined to have a decline in fair value that is other-than-temporary, the Company adjusts the cost basis of the security to fair value. This results in a charge to earnings as a realized loss, which is not changed for subsequent recoveries in fair value.

Other items that could have a significant impact on the financial statements include the risks and uncertainties listed in Item 1A of this Form 10-K under “Risk Factors.” Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.

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RESULTS OF OPERATIONS

Summary

The following table summarizes certain key performance indicators used to manage the operations of the Company for the years ended December 31, 2005, 2004 and 2003, respectively:

($ millions)	2005			2004	2003
GAAP Basis:
Total revenue	$	1,139.5		1,092.4	1,041.7
Net income	$	125.9		110.0	63.6
Stockholders’ equity	$	763.5		658.2	542.3
Loss and LAE ratio(1)		58.4		61.5	67.8
Expense ratio(1)		31.7		30.2	30.4
Combined ratio		90.1		91.7	98.2
Catastrophe loss and LAE points(1)		6.9		7.0	6.8
Premium written growth (2)		5.0	%	3.1	4.7
Premium earned growth		4.3	%	4.8	7.1
Investment yield		4.3	%	4.5	4.6
Statutory Basis:
Net premiums written to surplus(3)		1.5		1.6	1.9

⁽¹⁾ Definition follows.

⁽²⁾ 2.3 points of the increase for 2005 relates to the $24.0 million of unearned premiums transferred to the Company in connection with the addition of the Meridian Insurers to the Pooling Arrangement.

⁽³⁾ The Company uses the statutory net premiums written to surplus ratio because there is no comparable GAAP measure. This ratio, also called the leverage ratio, measures the Company’s statutory surplus available to absorb losses.

The Company’s reportable segments are standard insurance, nonstandard insurance and investment management services. The profits of these segments are monitored by management without consideration of transactions with other segments or realized gains or losses on sales of investments.

The following table reflects segment profits (losses) for the years ended December 31, 2005, 2004 and 2003, respectively:

($ millions)	2005			2004	2003
Standard insurance	$	168.7		141.5	66.4
Nonstandard insurance		9.1		10.2	7.0
Investment management services		1.7		2.0	1.5
All other		(1.0	)	1.0	2.2
Total segment profit	$	178.5		154.7	77.1

The reader is referred to the complete disclosure on reportable segments in Note 15, Reportable Segments, of the Notes to the Company’s Consolidated Financial Statements included in Item 8 of this Form 10-K.

The investment management services segment reflects management of the investment portfolios of affiliate companies. Its significant source of segment profit is the fee generated from providing this service. This segment’s revenue is based on the average fair value of the portfolios managed. Beginning January 1, 2006, the investment management services segment will be included in the all other category as the results of this segment no longer meets the quantitative thresholds for separate presentation as a reportable segment even with consideration of aggregation of other segments with similar economic characteristics, among other factors.

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A critical measure of a successful property and casualty insurance company is whether or not it consistently produces an underwriting profit during all market cycles. When underwriting is not profitable, insurance losses and related acquisition and operating expenses exceed premiums. Sustained underwriting losses can place an insurer at greater risk of insolvency than an insurer which is profitable from an underwriting standpoint. The Company has consistently focused on producing an underwriting profit and, therefore, views its underwriting results during all market cycles as the most important measure of its overall operating performance.

The Company monitors the performance of its insurance segments by concentrating on segment underwriting profit and combined ratio. Underwriting profit under Statutory Accounting Principles (“SAP”) is determined by subtracting from earned premiums, losses and loss expenses and net underwriting expenses incurred. SAP requires all underwriting expenses to be expensed immediately and not deferred over the same period that the premium is earned. Generally Accepted Accounting Principles (“GAAP”), however, require the recognition of acquisition costs as the premiums are earned. In converting SAP underwriting results to GAAP underwriting results, acquisition costs are deferred and amortized over the periods the related written premiums are earned. See the discussion of deferred policy acquisition costs under Critical Accounting Policies included herein. The “GAAP Combined Ratio” is defined as the sum of the “GAAP loss and LAE ratio” (loss and loss expenses, as a percentage of earned premiums) plus “GAAP expense ratio” (acquisition and operating expenses, as a percentage of earned premiums). When the combined ratio is less than 100%, the insurer is operating at an underwriting profit. When the combined ratio is greater than 100%, the insurer is operating at an underwriting loss.

The following tables provides a summary of the insurance segments’ GAAP underwriting profit (in dollars), GAAP Combined Ratio along with related segment net investment income, for the years 2005, 2004 and 2003, respectively. The tabular information provided is net of adjustments for transactions with other segments.

($ millions)	2005
	Standard			% Ratio	Nonstandard		% Ratio	Total			% Ratio
Written premiums	$	1,020.6	(1)		$	48.9		$	1,069.5	(1)
Earned premiums		997.2				53.1			1,050.3
Losses and loss expenses		579.2		58.1		34.2	64.4		613.4		58.4
Acquisition and operating expenses		321.2		32.2		11.7	22.1		332.9		31.7
GAAP underwriting profit and combined ratio		96.8		90.3		7.2	86.5		104.0		90.1
Net investment income		73.1				4.1			77.2
($ millions)	2004
	Standard			% Ratio	Nonstandard		% Ratio	Total			% Ratio
Written premiums	$	952.2			$	65.9		$	1,018.1
Earned premiums		935.3				71.5			1,006.8
Losses and loss expenses		568.8		60.8		50.4	70.5		619.2		61.5
Acquisition and operating expenses		290.7		31.1		13.6	19.0		304.3		30.2
GAAP underwriting profit and combined ratio		75.8		91.9		7.5	89.5		83.3		91.7
Net investment income		66.1				4.5			70.6

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($ millions)	2003
	Standard		% Ratio	Nonstandard		% Ratio	Total		% Ratio
Written premiums	$	906.9		$	80.4		$	987.3
Earned premiums		878.3			82.3			960.6
Losses and loss expenses		589.0	67.1		62.2	75.6		651.2	67.8
Acquisition and operating expenses		278.1	31.6		13.7	16.6		291.8	30.4
GAAP underwriting profit and combined ratio		11.2	98.7		6.4	92.2		17.6	98.2
Net investment income		61.0			3.3			64.3

⁽¹⁾ Includes $24.0 million of unearned premium transferred to the Company in connection with the addition of the Meridian Insurers to the Pooling Arrangement.

Written premiums are recognized as earned based upon the contract terms of the underlying policies. The unearned premium represents the deferred revenues of the unexpired terms of coverage which are earned ratably over the policy period.

During each of the three years ended December 31, 2005, the Company’s insurance segments attained then record level net underwriting profit while also incurring then record level catastrophe losses in terms of dollars. Absent these losses, the Company’s core results remained strong in 2005 in comparison to the same 2004 and 2003 periods. This core improvement over the three-year period is the direct result of the Company maintaining adequate cost-based rates and monitoring risk selection. While written premium growth in 2005 was not at a rate comparable to that achieved in 2004 and 2003, the Company maintained the focus that it has demonstrated since its initial public offering in 1991—achieving premium growth without compromising underwriting profit.

2005 Compared to 2004

Income before federal income taxes for the Company increased $20.4 million (13.5%) to $172.0 million in 2005 from 2004. The most significant factors contributing to this increase were an improvement in the Company’s loss experience from 2004 along with growth in earned premium and net investment income. The Company’s GAAP loss and LAE ratio reflected an improvement to 58.4 points from 61.5 points in 2004, despite 2005 being the largest catastrophe loss year in the Company’s history in terms of dollars. As discussed in more detail below, the Company’s challenge has been to grow premiums without compromising profitability as industry-wide price competition increased.

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Revenues

The following table summarizes the consolidated earned premiums by segment and by line of business for the years ended December 31, 2005 and 2004:

($ millions)	2005		% of Total	2004	% of Total
Standard segment:
Auto – personal	$	385.7	36.7	384.9	38.2
Auto – commercial		103.2	9.8	99.8	9.9
Homeowners and farmowners		195.1	18.6	165.9	16.5
Commercial multi-peril		84.5	8.0	78.9	7.8
Workers’ compensation		34.4	3.3	30.9	3.1
Fire and allied lines		84.8	8.1	76.8	7.6
Other & products liability		76.7	7.3	67.2	6.7
Miscellaneous personal & commercial		32.8	3.1	30.9	3.1
Total Standard		997.2	94.9	935.3	92.9
Nonstandard segment:
Auto – personal		53.1	5.1	71.5	7.1
Grand Total	$	1,050.3	100.0	1,006.8	100.0

Consolidated earned premiums increased $43.5 million (4.3%) to $1,050.3 million in 2005 from 2004. This increase was principally the result of the addition of the Meridian Insurers to the Pooling Arrangement, previously discussed. During 2005, earned premiums within the standard segment increased $61.9 million (6.6%) to $997.2 million from the same 2004 period, with $46.2 million of the increase (4.9 points) coming from the addition of the Meridian Insurers to the Pooling Arrangement and $15.7 million (1.7 points) from internal growth. Internal growth was primarily driven by more moderate base rate increases in most lines of business and actual decreases in other lines. In addition, price competition in personal lines continues to be intense and is having an adverse impact on new and renewal business. These developments are at least in part the result of an increasingly competitive market place being driven by certain insurance companies who we believe may have different underwriting performance expectations from those of the Company. The Company remains committed to achieving its goal of a combined ratio of 96% or better, even at the expense of periodic slowdowns in earned premiums.

Earned premiums within the nonstandard segment decreased $18.4 million (25.7%) to $53.1 million in 2005 from the same 2004 period. The nonstandard automobile market is highly price sensitive, which had and is having an adverse impact on new and renewal business. The Company constantly pursues rate adequacy while also working to address unprofitable agencies. For example, over the last year, the Company has been working with a number of its larger and fast growing agencies in the state of Minnesota where experience has not resulted in an underwriting profit. As a result, the Company has recently taken corrective action and has either terminated or suspended several of these Minnesota agencies which will result in a loss of both written premium and policy count in 2006 in this state. After having achieved an acceptable level of rate adequacy, the Company believes it is positioned to make targeted pricing and underwriting changes designed to respond to market leaders in the nonstandard auto market. Some of these changes include more competitive rate levels, including introducing transfer credits on new business, enhancements to the Company’s classification plans and credit structures, and expansion of the underwriting market to offer higher liability limits on a selective basis.

Also impacting this segment’s growth is the fact that many nonstandard auto insurers have chosen to reduce rates, some substantially, in an effort to compete for market share. In addition, with the increased utilization and refinement of multi-variant rate models by many competitors, the definition of a nonstandard risk is becoming more ambiguous. As a result, what may have once been perceived as a nonstandard risk may now qualify within the standard market. The Company is responding by continuing to research and develop pricing enhancements to fit with the nonstandard auto markets it deems have a higher potential for underwriting profit.

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The Company’s biggest challenge in 2005 was top line growth in both the standard and nonstandard segments. As a consequence, the Company implemented a number of initiatives to stimulate sales in personal lines new business and is working with its independent agency partners to strengthen personal lines sales techniques and skills. Known by the acronym STAR, this Sales Training for Agency Representatives has now been delivered to over 1,300 agency representatives, exceeding the Company’s goal of at least 1,000 program participants during 2005. Additionally, the Company continually reviews its insurance programs in order to provide insurance to a broader segment in the markets in which it operates. For example, the Company has expanded eligibility requirements for youthful operators within its standard segment and, as noted, is selectively offering higher limits within the nonstandard segment. Most recently the Company began to roll out a new standard private passenger auto multi-variant rating program called CustomFit™—a program that is more responsive to the risk characteristics of each driver, more accurately matching price to risk, and is intended to facilitate the Company’s agency partners’ ability to sell this program to a broader segment of its customer base. The objective is to preserve the Company’s Prime of Life product, which targets the 45 year and older market, while also becoming more attractive to a broader range of personal lines accounts.

In 2005, the Company appointed 58 new agency partners. Each year the Company terminates its relationship with some agencies. On occasion the Company has had to either terminate or suspend several fast growing but unprofitable agencies, as has been the case within the Company’s nonstandard segment, but for the most part, an overwhelming number of the terminated agencies are usually those that have very little premium with the Company. The average premium for the agencies terminated in 2005 was $16,000.

The Company continues to emphasize that it will not compromise underwriting profitability for top line growth. The Company believes that it can implement periodic rate changes in most states and remain an attractive market to its policyholders and independent agency partners by stressing the strengths it brings to the marketplace. These strengths include stability, financial soundness, prompt and fair claims service, and technology which makes it easier for the agent to do business with State Auto and provide substantial value to their customers. The Company’s Internet-based point of sale agency portal for personal lines business, netXpress, and an automated intelligent underwriting system, Apollo, are examples of standards-based, user-friendly technology, making it easier for agents to submit personal lines accounts to the Company.

Recent statistics indicate that approximately 87% of the Company’s personal auto and homeowners new business applications and 73% of change requests in these lines are delivered and processed electronically. This increased utilization, specifically the new business percentage representing a 20 point improvement since year end 2004, demonstrates that the Company’s efforts to compete on “ease of doing business” are achieving success. The Apollo system allows the Company to make consistent underwriting decisions across the standard and nonstandard lines of business. In 2005, the rollout of this system to additional states continued, rendering 171,000 total underwriting decisions. This was an increase of 101% over 2004 for new business and endorsement transactions.

The Company is addressing ease of doing business in other ways as well, including enhancements to its electronic portal for agents, called Agentsite, and creating ways for the Company’s internet rating and underwriting systems to “talk” with more agency management systems. In 2005, “Agentsite Dashboard” was added to provide agents with quicker access to customer information and recent transactions. This new functionality helped the agents transition following the Company’s decision to eliminate the printing and mailing of paper policy declarations to agents for personal lines.

Recently, the State Auto Group began developing a commercial lines automation system that will build upon the success the Company has achieved through its netXpress system for personal lines. netXpress allows agents to obtain rates for applicants on-line in real time and secure consumer reports required for rating or underwriting, all of which combined enables the agent to offer a firm quote to a customer in real time at the point of sale. It is the intention of the State Auto Group to develop similar functionality in commercial lines. This represents a significant commitment of resources over the next 18 to 36 months. However, the Company believes developing this functionality is vitally important to the Company’s ability to compete for new commercial lines accounts.

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Net investment income increased $6.9 million (9.6%) to $78.7 million in 2005 from the same 2004 period. Strong underwriting results, which contributed positively to the Company’s cash flows during 2005, along with the $54.0 million in cash received on January 1, 2005 from the Pooling Arrangement amendment, increased the amount of investable assets from 2004. Total cost of invested assets at the end of 2005 and 2004 was $1,856.5 million and $1,682.7 million, respectively. See “Liquidity and Capital Resources” section included herein for a discussion on cash flows from operations and financing activities.

The annualized investment yields based on average invested assets at cost decreased to 4.3% in 2005 from 4.5% in 2004. The following has contributed to the current year decline:

• The continued allocation of new monies and reinvestments to tax-exempt municipal bonds in an effort to maximize after tax profits. The Company’s target allocation is 70% of the total portfolio. Based on amortized cost, in 2005, municipal bonds accounted for $1,097.3 million (68.7%) of the fixed maturity portfolio versus $865.4 million (59.6%) in 2004.

• In 2005, the Investment Committee of the Company’s Board of Directors approved management’s recommendation to increase its target allocation for equity securities, which typically have an investment yield less than fixed maturities, in an effort to mitigate inflation risk and increase the growth potential of the portfolio. The Company targets those equity securities that demonstrate a history of dividend payment and potential for capital appreciation. During 2005, the Company added $61.4 million, an increase of 37.6% from 2004, of new investments to the equity securities portfolio.

The combination of these portfolio actions resulted in after tax net investment income of approximately $65.2 million in 2005 versus $57.9 million in 2004 for an effective tax rate of 17.3% and 19.4%, respectively.

With the shift in the Company’s investment portfolio towards lower yielding securities before tax, the decrease in assets associated with the repayment of the $45.5 million line of credit with Mutual in December 2005 and increased dividend rate expected to be paid per common share in 2006 (discussed below), net investment income in 2006 is not expected to increase at a rate comparable to that experienced in 2005.

Realized gains and losses for the year ended December 31, 2005, are summarized as follows:

($ millions)	Realized Gains/ Losses		Fair Value at Sale
Realized gains:
Fixed maturities	$	5.9	222.3
Equity securities		6.7	27.7
Total realized gains		12.6	250.0
Realized losses:
Fixed maturities		1.7	68.6
Equity securities		5.3	21.5
Total realized losses		7.0	90.1
Net realized gains on investments	$	5.6	340.1

In 2005, the Company recorded $5.6 million in net realized investment gains as compared to $7.6 million in 2004. Most of the net realized gains in 2005 were in the fixed income segment of the portfolio. In many cases, taxable bonds were sold at a profit with the proceeds being reinvested in the tax-exempt segment. These transactions helped to further the goal of increasing the tax-exempt portion of the portfolio. In other cases, bonds with lower coupons were sold with the proceeds reinvested in higher coupon bonds in order to increase interest income for the Company. Equity securities were sold due to changing fundamentals, mergers or acquisitions, and

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changes in future prospects for the individual companies. The proceeds from these equity sales were almost entirely reinvested into equity securities of other companies.

The Company recognized a total of $1.6 million in other-than-temporary impairments in 2005 versus $0.2 million in 2004. Included in the 2005 realized losses of the fixed maturities above, was $0.6 million related to other-than-temporary impairments on two fixed maturity securities, specifically within the other debt securities investment category, which continue to be held by the Company at December 31, 2005. Included in realized losses related to equity securities is $1.0 million related to an other-than-temporary impairment on one equity position within the financial services sector of the portfolio. This particular security is no longer held by the Company at December 31, 2005. The individual circumstances involving the other-than-temporary impairments recognized in 2005 were limited to those securities.

See further discussion regarding investments at the “Liquidity and Capital Resources - Other, Investments” section, included herein.

Expenses

Losses and loss expenses, as a percentage of earned premiums (the “GAAP loss and LAE ratio” or “loss ratio”), were 58.4% and 61.5% for the years 2005 and 2004, respectively. Losses and loss expenses for a calendar year represent the combined estimated ultimate liability for claims occurring in the current calendar year along with development of claims occurring in prior years. The following table presents the provision for losses and loss expenses for those claims occurring in the current calendar year and prior years, along with the respective impact on the current calendar year GAAP loss and LAE ratio for the years 2005 and 2004, respectively:

($ millions)	2005			% GAAP loss and LAE		2004		% GAAP loss and LAE
Provision for losses and loss expenses occurring:
Current year	$	657.7		62.6		641.4		63.7
Prior years		(44.3	)	(4.2	)	(22.2	)	(2.2	)
Total losses and loss expenses	$	613.4		58.4		619.2		61.5

Normal fluctuations and uncertainty associated with loss reserve development and claim settlement contributed to favorable development in the respective calendar years. Also contributing to the 2005 favorable development was $5.8 million favorable development of 2004 and prior catastrophe losses, discussed below, approximately $14.4 million of favorable development on ceded claim reserves, along with lower cost projections for ULAE reserves (defined below). See additional discussion at the “Other - Loss Reserves” section included herein.

Catastrophe losses in 2005 totaled $72.7 million (6.9 loss ratio points) compared to $70.7 million (7.0 loss ratio points) for the same 2004 period. Catastrophe losses occurring during 2005 were offset by net favorable development of $5.8 million (0.6 loss ratio points) from weather related catastrophes that occurred primarily during the third and fourth quarters of 2004. Catastrophe losses discussed herein include those which have been designated as such by ISO’s Property Claim Services (“PCS”) unit, a nationally recognized industry service. PCS defines catastrophes as events resulting in $25.0 million or more in insured losses industry wide and affecting significant numbers of insureds and insurers. While not meeting PCS’ definition of an industry catastrophic event, any event or series of related events resulting in ultimate losses to the State Auto Group in excess of $2.0 million have been included by the Company under its catastrophe losses.

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During the third and fourth quarters of 2005, the Company experienced weather related catastrophe losses that include losses from hurricanes Cindy, Dennis, Katrina, Ophelia, Rita and Wilma along with two north-central states hail storms. The most significant losses were as follows: hurricane Katrina, totaling $32.0 million or 3.1 loss ratio points, which includes reinsurance assessments, primarily from the Mississippi Windstorm Underwriting Association, of approximately $7.9 million or 0.8 loss ratio points; two north-central states hail storms totaling $14.8 million or 1.4 loss ratio points; and hurricane Wilma, totaling $9.7 million of losses or 0.9 loss ratio points. Collectively, these three weather related catastrophes accounted for $56.5 million in losses or 5.4 loss ratio points in 2005. The comparable 2004 period was impacted by catastrophe losses related to hurricanes Charley, Frances, Jean and Ivan. Collectively, these hurricanes contributed $39.6 million in losses or 3.9 loss ratio points in 2004.

In today’s market, the cost of the goods and services purchased by insurance companies in settling property claims has been steadily increasing at a rate higher than normal inflation. This increase has been driven largely by the surge in demand for building materials both following the 2005 and 2004 hurricane losses as well as foreign consumption of the same materials. As loss cost trends change, the Company intends to continue to adjust its pricing projections in order to ensure premiums keep pace with market conditions.

The following table summarizes the consolidated GAAP loss and LAE ratio by segment and by line of business for the years ended December 31, 2005 and 2004, respectively:

	2005	2004	Improve (Deteriorate)
Standard segment:
Auto – personal	59.3	58.2	(1.1	)
Auto – commercial	54.0	62.4	8.4
Homeowners and Farmowners	62.0	68.2	6.2
Commercial multi-peril	59.8	64.6	4.8
Workers’ compensation	66.9	69.8	2.9
Fire and allied lines	61.1	55.2	(5.9	)
Other & products liability	48.6	70.0	21.4
Miscellaneous personal & commercial	35.2	25.5	(9.7	)
Total Standard	58.1	60.8	2.7
Nonstandard segment:
Auto – personal	64.4	70.5	6.1
Consolidated	58.4	61.5	3.1

The Company monitors all lines of business, paying particular attention to personal auto (standard and nonstandard) due to the significance this line has on the profitability of the Company and the fact that it accounts for approximately 42% of total earned premium of the Company. The GAAP loss and LAE ratio of standard personal auto increased to 59.3% in 2005 from 58.2% in 2004. An increase in both the frequency and severity of losses within the bodily injury coverage of this line of business largely contributed to this increase. It is important to note that the Company’s auto rate levels are reviewed each year in detail for each state to adjust for changing claim patterns and claim costs. In most states, this has resulted in increasing liability rates and decreasing physical damage rates. While these loss costs trends increased for bodily injury coverage over recent quarters, the Company does not consider this a major deviation from the expected long term trend for the overall line. Nonetheless, the Company will continue to examine the auto trends by coverage and address any problems with appropriate pricing and underwriting action.

Nonstandard personal auto’s GAAP loss and LAE ratio improved 6.1 loss ratio points from the same 2004 period. The Company continually monitors this segment’s risk selection and rate adequacy as this line of

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business tends to be more volatile in terms of loss frequency than the standard segment. The Company’s focus on rate adequacy and monitoring its independent agency partners’ performance, in terms of both growth and profit, has significantly improved this segment’s GAAP loss and LAE ratio from previous years, specifically 2003 and 2002.

Largely impacting the improvement in many of the Company’s lines of business is that 2005 is the first year that the Company is earning the rate changes implemented in 2004 and 2005. The Company is benefiting from cumulative rate changes taken over the past four years.

Within the fire and allied lines, the 5.9 point increase in GAAP loss and LAE ratio from the same period in 2004 is due to the Company’s reinsurance assessment of $7.9 million related to hurricane Katrina, previously discussed, which increased this line’s loss and LAE ratio by 9.4 points. The significant improvement in other and products liability resulted from a decline in the number of large losses (in terms of both frequency and severity), including umbrella losses, as compared to 2004. While still a profitable line of business, nonetheless, the increase within the miscellaneous personal and commercial lines’ GAAP loss and LAE ratio in 2005 from 2004 is attributable to two large surety bond losses that accounted for 4.3 points of the 2005 loss ratio for those lines.

Acquisition and operating expenses, as a percentage of earned premiums (the “GAAP expense ratio” or “expense ratio points”), were 31.7% and 30.2% in 2005 and 2004, respectively. The 1.5 point increase is largely due to lower than anticipated written premiums in combination with certain fixed expenses increasing.

Interest expense in 2005 was $8.8 million compared to $7.3 million in 2004. The increase in interest expense was due to higher interest rates on variable debt in 2005 and the benefit of interest rate swaps in 2004. See further discussion of the Company’s debt activity in 2005 and 2004 in the section “Liquidity and Capital Resources—Borrowing Arrangements” included herein.

The consolidated effective tax rate is largely affected by the amount of underwriting profit or loss and net realized investment gains or losses that are taxed at approximately 35% relative to the amount of net investment income at its effective tax rate. The 2005 consolidated effective tax rate declined to 26.8% from 27.4% in 2004. This was principally due to a decline in the 2005 effective tax rate on net investment income to approximately 17.3% versus 19.4% in 2004. Contributing to the decline was the decision by the Company to continue to increase in 2005 its holdings of tax-exempt municipal bonds as previously discussed.

2004 Compared to 2003

Income before federal income taxes for the Company increased $68.3 million (82.0%) to $151.6 million in 2004 from 2003. The most significant factors contributing to this increase were an improvement in the Company’s loss experience from 2003 along with growth in earned premium. The Company’s GAAP loss and LAE ratio reflected a 6.3 point improvement in 2004 from 2003, despite at that time, 2004 being the largest catastrophe (in dollars) loss year in the Company’s history.

The following provides a summary of a stop loss reinsurance arrangement (the “Stop Loss”), which expired on December 31, 2003, that will assist in the discussion of the Company’s related 2003 financial results:

For the period October 1, 2001 through December 31, 2003, Mutual entered into a stop loss reinsurance arrangement (the “Stop Loss”) with the STFC Pooled Companies. Under the Stop Loss, Mutual agreed to participate in the Pooling Arrangement’s quarterly underwriting losses and gains in the manner described. If the Pooling Arrangement’s quarterly statutory loss and loss adjustment expense ratio (the “Pool loss and LAE ratio”) was between 70.75% and 80.00% (after the application of all available reinsurance), Mutual reinsured the STFC Pooled Companies 27% of the Pooling Arrangement’s losses in excess of a Pool loss and LAE ratio of 70.75% up to 80.00%. The STFC Pooled Companies were responsible for their share of the Pooling Arrangement’s losses over the 80.00% threshold. Also, Mutual had the right to participate in the

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profits of the Pooling Arrangement. Mutual assumed 27% of the Pooling Arrangement’s underwriting profits attributable to Pool loss and LAE ratios less than 69.25%, but more than 59.99%. The Stop Loss arrangement expired at December 31, 2003, and was not renewed.

Revenues

The following table summarizes the consolidated earned premiums by segment and by line of business for the years ended December 31, 2004 and 2003:

($ millions)	2004		% of Total	2003	% of Total
Standard segment:
Auto – personal	$	384.9	38.2	365.9	38.1
Auto – commercial		99.8	9.9	99.7	10.4
Homeowners and farmowners		165.9	16.5	148.6	15.5
Commercial multi-peril		78.9	7.8	79.2	8.2
Workers’ compensation		30.9	3.1	32.6	3.4
Fire and allied lines		76.8	7.6	66.7	6.9
Other & products liability		67.2	6.7	56.2	5.8
Miscellaneous personal & commercial		30.9	3.1	29.4	3.1
Total Standard		935.3	92.9	878.3	91.4
Nonstandard segment:
Auto – personal		71.5	7.1	82.3	8.6
Grand Total	$	1,006.8	100.0	960.6	100.0

Consolidated earned premiums increased $46.2 million (4.8%) to $1,006.8 million in 2004 from 2003. The Company’s standard segment contributed a 4.6% increase to consolidated earned premiums in 2004 from 2003, while the nonstandard segment experienced a 1.1% decrease in the same period. The 2003 consolidated earned premiums were affected by the Stop Loss. The STFC Pooled Companies ceded $12.8 million in earned premiums to Mutual in 2003, which reduced the Company’s earned premiums in 2003 by 1.3%. The Stop Loss reinsurance agreement expired December 31, 2003 and was not renewed.

As reflected in the table above, earned premiums increased from year to year across almost all lines of business, with the exception of nonstandard auto, commercial multi-peril and workers’ compensation. Overall the composition of the Company’s book of business did not change significantly from year to year, with the standard auto – personal line continuing to be the Company’s most significant line of business.

Earned premiums within the standard segment increased $57.0 million (6.5%) in 2004 from 2003. During 2003 and 2002, the Company took necessary and in some cases significant base rate increases, particularly within the Meridian book, in almost all lines of business. The impact of these base rate changes affects earned premium growth in the years following the implementation of these changes. After a number of years of having attained a healthy degree of rate adequacy, during 2004 the Company implemented more moderate base rate changes, which was expected to slow earned premium growth. In an effort to address personal lines growth, the Company introduced programs in 2004 focusing on increasing personal lines applications from its agency partners. Additionally, the Company introduced a specialized training program to its agency partners’ service representatives that focuses specifically on sales techniques.

Earned premiums within the nonstandard segment decreased $10.8 million (13.1%) in 2004 from 2003. The nonstandard automobile industry is highly price sensitive, which can have an adverse impact on renewal business as well as new premium growth. In an effort to provide insurance to a broader segment of the nonstandard

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market, the Company has modified the nonstandard program offering higher limits than have historically been the case. The Company continues to take cost-based targeted rate increases; however, some nonstandard insurers took rate decreases in 2004. This intense price competition, along with the Company’s termination or suspension during 2003 and 2002 of certain fast growing, but unprofitable agencies, has resulted in a decrease in new and renewal business, which in turn has negatively impacted the Company’s earned premiums.

Net investment income increased $7.2 million (11.1%) to $71.8 million in 2004 from 2003. This growth was the result of an increase in invested assets generated by cash flow provided by operations and financing activities, partly offset by a decline in the investment yield. Between April 1, 2003 and December 31, 2003, the Company issued debt, net of repayments, of $85.5 million. Total cost of invested assets at December 31, 2004 and 2003 was $1,682.8 million and $1,530.1 million, respectively. Invested assets are comprised of total investments and cash equivalents. Reflecting a decline in the interest rate environment, the annualized investment yields based on average invested assets at cost decreased to 4.5% in 2004 from 4.6% in 2003. The Company manages its investment portfolio to maximize after tax profits. With the Company’s improving loss experience throughout 2003, management began allocating a higher proportion of new monies and reinvestments to municipal bonds in the fourth quarter of 2003 which continued throughout 2004. This reallocation is expected to result in lower pre-tax investment yields but higher after tax investment income than if the Company continued with the portfolio allocation of 2003.

Expenses

The GAAP loss and LAE ratios were 61.5% and 67.8% for the years 2004 and 2003, respectively. Losses and loss expenses for a calendar year represents the combined estimated ultimate liability for claims occurring in the current calendar year along with development of claims occurring in prior years. The following table presents the provision for losses and loss expenses for those claims occurring in the current calendar year and prior years, along with the respective impact on the current calendar year GAAP loss and LAE ratio for the years 2004 and 2003, respectively:

($ millions)	2004			% GAAP loss and LAE		2003		% GAAP loss and LAE
Provision for losses and loss expenses occurring:
Current year	$	641.4		63.7		653.0		68.0
Prior years		(22.2	)	(2.2	)	(1.8	)	(0.2	)
Total losses and loss expenses	$	619.2		61.5		651.2		67.8

The development in the respective calendar year for claims occurring in prior years is well within normal expectations for reserve development and claim settlement uncertainty.

For the years 2004 and 2003, catastrophe claims contributed 7.0 and 6.8 points, respectively, to the consolidated GAAP loss and LAE ratio. During 2004, hurricanes Charley, Frances, Jeanne and Ivan contributed a total of $39.6 million in catastrophe losses, or 3.9 GAAP loss and LAE ratio points. In 2003, high winds, tornadoes, hail, lightning and resulting fires from one numbered catastrophe loss caused damage in 17 of the Company’s 26 operating states (“CAT 88”). Claims resulting from CAT 88 totaled $39.6 million or 4.1 GAAP loss and LAE points for the year 2003. In terms of dollars, CAT 88 remains the largest single catastrophe loss event in State Auto history. As discussed below, each of the Company’s insurance operating segments was impacted by these catastrophe losses.

For the year 2003, the STFC Pooled Companies ceded a total of $12.8 million in earned premium and $5.6 million in losses and loss adjustment expenses to Mutual under the Stop Loss. The net impact of this cession increased the 2003 GAAP loss and LAE ratio by 0.3 points.

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The following table summarizes the consolidated GAAP loss and LAE ratio by segment and by line of business for the years ended December 31, 2004 and 2003, respectively:

	2004	2003	Improve (Deteriorate)
Standard segment:
Auto – personal	58.2	66.6	8.4
Auto – commercial	62.4	53.3	(9.1	)
Homeowners and Farmowners	68.2	75.0	6.8
Commercial multi-peril	64.6	80.6	16.0
Workers’ compensation	69.8	93.0	23.2
Fire and allied lines	55.2	60.8	5.6
Other & products liability	70.0	67.6	(2.4	)
Miscellaneous personal & commercial	25.5	28.3	2.8
Total Standard	60.8	67.1	6.3
Nonstandard segment:
Auto – personal	70.5	75.6	5.1
Consolidated	61.5	67.8	6.3

As noted in the above table, all lines of business contributed to the 6.3 point GAAP loss and LAE improvement in 2004 from 2003, except for auto—commercial and other and products liability, which combined represent 17.5% of total earned premiums in 2004. The Company monitors all lines of business paying particular attention to auto—personal, homeowners and workers’ compensation due to the significance these lines have on the profitability of the Company. The auto—personal line continues to be the most significant line of business and therefore has the greatest influence on net income. The homeowners line of business is the Company’s second largest (see earned premium table above) and has been most significantly impacted by weather-related losses in the last two years by the apparent increased severity of storms. Improvement in the loss results in both auto—personal and homeowners is the result of the Company’s efforts to obtain adequate rate increases, maintain effective underwriting guidelines along with the discipline of adhering to these guidelines. Workers’ compensation continues to be the Company’s most volatile line of business due to the risks insured. Workers’ compensation results have been volatile both for the Company and the industry and can have a significant adverse impact on earnings. The Company manages this exposure with conservative underwriting and rate levels that are based on National Council of Compensation Insurance loss costs. As a result of the Company’s conservative approach, workers’ compensation represents 3% of total earned premium.

The standard segment’s GAAP loss and LAE ratio improved 6.3 points in 2004 from 2003, despite being impacted by the record level catastrophe losses described above. For the years 2004 and 2003, catastrophe losses represent 7.5 and 7.3 points of this segment’s GAAP loss and LAE ratios, respectively. Hurricanes Charley, Frances, Jeanne and Ivan accounted for 4.2 points of the 2004 total segment catastrophe loss points and CAT 88 accounted for 4.4 points of the 2003 total catastrophe points. Absent the impact of catastrophe losses in each year, this segment’s GAAP loss and LAE ratio improved 6.4 points in 2004 from 2003.

The nonstandard segment’s GAAP loss and LAE ratio improved 5.1 points in 2004 to 70.5 from 75.6 in 2003. The 2004 and 2003 catastrophe losses represent 0.5 points and 1.4 points, respectively, of this segment’s GAAP loss and LAE ratio. Absent the impact of catastrophe losses, this segment’s GAAP loss and LAE ratio improved 4.2 points in 2004 from 2003. The nonstandard automobile segment typically is a more volatile line of business in terms of higher loss frequency than the standard segment. The Company continually monitors this segment’s underwriting performance paying particular attention to rate adequacy and risk selection in states and agencies with unusually high written premium growth.

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The GAAP expense ratios were 30.2% and 30.4% for the years 2004 and 2003, respectively. As noted above, the Company ceded to Mutual in 2003 $12.8 million in earned premiums under the Stop Loss which increased the GAAP expense ratio for 2003 by 0.4 points. For the years ended December 31, 2004 and 2003, bonuses under the Quality Performance Bonus (“QPB”) Plan for employees accounted for 1.2 and 0.8 GAAP expense ratio points, respectively. As of April 1, 2005, the QPB plan was amended to adjust the targeted profitability requirement from a 100.0% statutory direct combined ratio to 98.0% and to implement an annual cap in the amount of QPB bonus earned in any one year to 35.0% of an associate’s annual salary. Based on improvement in the Company’s underwriting results in 2004 as compared to 2003, the Company increased its expected 2004 Quality Performance Agreement (“QPA”) accrual as compared to 2003. QPA obligates the Company to share a portion of the underwriting profit generated by the independent agencies’ State Auto book of business. For the years ended December 31, 2004 and 2003, QPA bonuses accounted for 1.9 and 1.6 GAAP expense ratio points, respectively.

Interest expense increased $3.6 million (97.3%) to $7.3 million in 2004 from 2003. This increase was the result of an additional $85.5 million of debt, net of repayments, obtained during the last nine months of 2003. See “Liquidity and Capital Resources—Borrowing Arrangements” for further discussion of the Company’s debt activity in 2004 and 2003.

The consolidated effective tax rate for 2004 was 27.4% and for 2003 was 23.6%. The increase in the effective tax rate was largely due to the increase in underwriting profit in 2004 versus 2003. Underwriting profit is taxed at approximately 35%. The effective tax rate on net investment income in 2004 was 19.4% versus approximately 20.0% in 2003. Late in 2003, the Company began shifting the investment portfolio to more tax exempt investments.

LIQUIDITY AND CAPITAL RESOURCES

General

Liquidity refers to the ability of the Company to generate adequate amounts of cash to meet its needs for both long-term and short-term cash obligations as they come due. The Company’s significant sources of cash are premiums, investment income, investment sales and the maturity of fixed security investments. The significant outflows of cash are payments of claims, commissions, premium taxes, operating expenses, income taxes, dividends, interest and principal payments on debt and investment purchases. The cash outflows can vary due to uncertainties regarding settlement of large losses or catastrophe events. As a result, the Company continually monitors its investment and reinsurance programs to ensure they are appropriately structured to enable the insurance subsidiaries to meet anticipated short and long-term cash requirements without the need to sell investments to meet fluctuations in claim payments.

The Company maintains a portion of its investment portfolio in relatively short-term and highly liquid investments to ensure the immediate availability of funds to pay claims and expenses. At December 31, 2005 and 2004, the Company had $28.7 million and $64.3 million, respectively, in cash and cash equivalents. See further discussion regarding investments in the “Investments” and “Market Risk” sections included herein.

The Company’s insurance subsidiaries must have adequate liquidity to ensure that their cash obligations are met. However, because the STFC Pooled Subsidiaries participate in the Pooling Arrangement, they do not have the daily liquidity concerns normally associated with an insurance company. This is due to the fact that, under the terms of the Pooling Arrangement, Mutual receives all premiums and pays all losses and expenses associated with the insurance business produced by the pool participants and then settles the intercompany balances generated by these transactions with the participating companies on a quarterly basis within 45 days following each quarter end. When settling the intercompany balances, Mutual provides the pool participants with full credit for the premiums written and net losses paid during the quarter and retains all receivable amounts from insureds and agents and reinsurance recoverable on paid losses from unaffiliated reinsurers. Any receivable amounts that

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are ultimately deemed to be uncollectible are charged-off by Mutual and allocated to the pool member on the basis of pool participation. As a result, the Company has an off-balance sheet credit–risk related to the balances due to Mutual from insureds, agents and reinsurers, which is offset by the unearned premium from the respective policies. The State Auto Group’s reliance on ceded reinsurance is not significant in comparison to the State Auto Group’s total statutory surplus or the Company’s total financial position. To minimize the risk of reinsurer default, the State Auto Group cedes only to third-party reinsurers who are rated A- or better by A.M. Best and also utilizes both domestic and international markets to diversify its credit risk. While the total amount due to Mutual from policyholders and agents is significant, the individual amounts due are relatively small at the policyholder and agency level. Based on historical data, this credit-risk exposure is not considered to be material to the Company’s financial position, though the impact to income on a quarterly basis may be material. The State Auto Group mitigates its exposure to this credit risk through its in-house collections unit for both personal and commercial accounts which is supplemented by third party collection service providers. The amounts deemed uncollectible by Mutual and allocated to the STFC Pooled Companies are included in Other Expenses in the accompanying Statements of Income.

Net cash provided by operating activities was $226.3 million, $147.6 million and $138.0 million for 2005, 2004 and 2003, respectively. The significant sources of operating cash flows are derived from underwriting operations and investment income. The increase in cash flows over the three year period is largely due to improved underwriting and investment income cash flows, offset by increases in cash paid on estimated federal income taxes, interest expense and cash contributions to the Company’s defined benefit pension plan (the “Pension Plan”). In addition, 2005 benefited from the $54.0 million received from the January 1, 2005 Pooling Arrangement amendment described above. Over the last three years, operating cash flows have been sufficient to meet the operating needs of the Company while providing increased opportunities for investment. However, should the Company’s written premium decline, the Company’s cash operating flows could be significantly impacted requiring the Company to liquidate investments. The Company utilizes reinsurance to limit its loss exposure and contribute to its liquidity and capital resources. See the discussion of “Reinsurance Arrangements” included herein.

During 2005, 2004 and 2003, as permitted by regulations of the Internal Revenue Service, the Company made cash contributions of $7.5 million, $5.0 million and $4.6 million, respectively, to the Pension Plan on behalf of its employees. The actuarially determined contribution to the Pension Plan ranges from the minimum amount the Company would be required to contribute to the maximum amount that would be tax deductible. Amounts contributed in excess of the minimum are deemed voluntary while amounts in excess of the maximum would be subject to an excise tax and may not be deductible for tax purposes. Amounts paid in each of these three years were within the minimum and maximum funding amounts that would be deductible for tax purposes. The actuarially determined funding amount to the Pension Plan is generally not determined until the second quarter with respect to the contribution year, though the Company currently expects to make a cash contribution of approximately $10.0 million during 2006 to the Pension Plan. See additional discussion regarding the Company’s Pension Plan provided under the “Employee Benefit Plans” section included herein.

Net cash used in investing activities was $212.5 million, $130.4 million and $280.2 million for 2005, 2004 and 2003, respectively. The increase in net investing activities in 2005 over 2004 is primarily the result of:

• a larger amount of cash and cash equivalents available to invest at the beginning of 2005 versus 2004 ($64.3 million in 2005 compared to $40.0 million in 2004);

• $54.0 million from the January 1, 2005 Pooling Arrangement amendment; and

• the current year increase in cash provided by operating activities as described above.

A smaller amount of cash and cash equivalents available to invest at the beginning of 2004 versus 2003 ($40.0 million in 2004 compared to $96.0 million in 2003), along with a decrease in cash provided by financing activities, as compared to 2003, accounted for the decreased net investing activities during 2004. The 2003 cash used in investing activities reflects the increase in cash flow provided by financing activities discussed below.

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Net cash used in financing activities for 2005 was $49.4 million, which reflects:

• State Auto Financial’s repayment of its $45.5 million line of credit with Mutual. See further discussion provided under “Borrowing Arrangements” section included herein.

• An increase over 2004 in the Company’s payment of shareholder dividends of $6.3 million. Dividends paid per common share for 2005 increased to $0.27 from $0.17 for the same 2004 period. Also contributing to this increase was the expiration on July 31, 2005, of Mutual’s waiver of dividends that would otherwise have been payable to it by State Auto Financial. Dividends paid by State Auto Financial to Mutual in 2005 were $4.7 million versus none in 2004 and 2003. Beginning in the third quarter of 2005, with the increased dividend rate along with Mutual’s receipt of its dividends, quarterly dividend payments increased approximately $3.0 million.

Net cash provided by financing activities was $7.1 million and $86.2 million in 2004 and 2003, respectively. The lower net financing activity during 2004 compared to 2003 was due to the absence of $85.5 million in net proceeds the Company received in 2003 from the issuance of debt, discussed below. Positively impacting cash flows during 2004 was the Company’s termination of two separate fair value hedge transactions for a cash settlement of $3.8 million on future net swap payments. Impacting cash provided by financing activities during 2003 was State Auto Financial’s Board of Directors March 2002 decision to approve a plan to repurchase up to 1.0 million shares of its common stock from the public, which plan was extended through December 31, 2003. During 2003, the Company repurchased 45,000 shares from the public for a total of $0.7 million.

On March 3, 2006, the Board of Directors of State Auto Financial declared a quarterly cash dividend of $0.09 per common share, payable on March 31, 2006, to shareholders of record on March 15, 2006. This is the 59^th consecutive cash dividend declared by State Auto Financial’s Board since State Auto Financial had its initial public offering of common stock on June 28, 1991. State Auto Financial has increased cash dividends to shareholders for thirteen consecutive years.

Borrowing Arrangements

Line of Credit with Mutual

In 1999, State Auto Financial entered into a line of credit agreement with Mutual for $45.5 million in conjunction with its stock repurchase program in effect at that time. The entire principal amount was due no later than December 31, 2005, which State Auto Financial repaid in its entirety on December 27, 2005. This repayment was substantially funded through dividends from State Auto Financial’s insurance subsidiaries. The interest rate under this line of credit was 3.50% and 2.25% for 2005 and 2004, respectively.

Credit Agreement

In November 2005, State Auto Financial entered into a Credit Agreement (the “Credit Agreement”) with a syndicate of lenders. The Credit Agreement provides for a $100.0 million five-year unsecured revolving credit facility (the “Credit Facility”). During the term of the Credit Facility, State Auto Financial has the right to increase the total facility amount by $25.0 million, up to a maximum total facility amount of $125.0 million, provided that no event of default has occurred and is continuing. The Credit Facility is available for general corporate purposes, including working capital and acquisitions, and for catastrophic loss purposes. At the present time, State Auto Financial intends to use the Credit Facility for catastrophe loss purposes. The Credit Facility provides for interest-only payments during its term, with principal due in full at maturity. Interest is based on a London interbank market rate or a base rate plus a calculated margin amount. In addition to requiring the payment of a monthly fee to maintain availability of funds, the Credit Agreement contains certain covenants, including financial covenants that require State Auto Financial to (i) maintain a minimum net worth, (ii) not exceed a certain debt to capitalization ratio and (iii) not go below a certain fixed charge coverage ratio. State Auto Financial did not borrow any funds under the Credit Agreement in 2005. As of December 31, 2005, State Auto Financial was in compliance with all of its covenants under the Credit Agreement.

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The Credit Facility replaced State Auto Financial’s structured contingent financing arrangement which expired on November 9, 2005. State Auto Financial believes that the Credit Facility provides it with greater flexibility than the structured contingent financing arrangement. Under this structured contingent financing arrangement, State Auto Financial would have been provided with up to $100.0 million of funding for reinsurance purposes if the State Auto Group incurred catastrophe losses in excess of $120.0 million. In the event of an applicable catastrophe loss, State Auto Financial would have sold redeemable preferred shares to a special purpose company (“SPC”), which would have borrowed the money necessary for such purchase from a syndicate of lenders. State Auto Financial would then have contributed to State Auto P&C the funds received from the sale of its preferred shares, thereby preserving the statutory surplus of State Auto P&C. State Auto P&C would have used the contributed capital to pay its direct catastrophe losses and losses assumed under the intercompany catastrophe reinsurance agreement. State Auto Financial was obligated to repay SPC (which would repay the lenders) by redeeming the preferred shares in ten semiannual installments. In the event of a default by State Auto Financial, the obligation to repay SPC was secured by a put agreement among State Auto Financial, Mutual and the lenders, under which Mutual would be obligated to either purchase the preferred shares from SPC or repay SPC for the loan(s) outstanding.

Senior Notes

In 2003, State Auto Financial issued $100.0 million of unsecured senior notes due November 2013 (the “Senior Notes”). The Senior Notes bear interest at a fixed rate of 6.25% per annum. Proceeds from the Senior Notes were used by State Auto Financial to fund cash capital contributions to certain of State Auto Financial’s insurance subsidiaries, to repay bank debt and for general corporate purposes. Interest on the Senior Notes is payable May 15 and November 15. The Senior Notes are general unsecured obligations ranking senior to all existing and future subordinated indebtedness and equal with all existing and future senior indebtedness. The Senior Notes are not guaranteed by any of the State Auto Financial subsidiaries and thereby are effectively subordinated to all State Auto Financial subsidiaries’ existing and future indebtedness. As of December 31, 2005, State Auto Financial was in compliance with all of its covenants related to the Senior Notes.

Trust Securities

State Auto Financial’s Delaware business trust subsidiary (the “Capital Trust”) issued $15.0 million liquidation amount of capital securities in 2003, due 2033. In connection with the Capital Trust’s issuance of the capital securities and the related purchase by State Auto Financial of all of the Capital Trust’s common securities (liquidation amount of $0.5 million), State Auto Financial has issued to the Capital Trust $15.5 million aggregate principal amount of unsecured Floating Rate Junior Subordinated Debt Securities due 2033 (the “Subordinated Debentures”). The sole assets of the Capital Trust are the Subordinated Debentures and any interest accrued thereon. Interest on the Capital Trust’s capital and common securities is payable quarterly at a rate equal to the three-month LIBOR rate plus 4.20%, adjusted quarterly. The applicable interest rates for the periods from May 2003 through December 31, 2005 ranged from 5.32% to 8.61%.

Notes Payable Summary

At December 31, 2005, the Company’s notes payable are summarized as follows:

($ millions)	Carrying Value		Fair Value	Interest Rate
Senior Notes due 2013: issued $100.0 million, November 2003 with fixed interest	$	103.2	101.3	6.25	%
Subordinated debentures due 2033: issued $15.5 million, May 2003 with variable interest adjusting quarterly		15.5	15.5	8.61	%
Total Notes Payable	$	118.7	116.8

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Related to the Company’s notes payable, the Company’s primary market risk exposure is to the change in interest rates and its credit rating. See discussion regarding the Company’s credit ratings included in the “Credit and Financial Strength Ratings” section included herein. Based upon the notes payable carrying value at December 31, 2005, the Company has $15.5 million notes payable with variable interest and $103.2 million notes payable with interest fixed at 6.25%, which equates to approximately 13.1% variable interest debt and 86.9% fixed interest debt. The Company’s decision to obtain fixed versus variable interest rate debt is influenced primarily by the following factors: (a) current market interest rates, (b) anticipated future market interest rates, (c) availability of fixed versus variable interest instruments, and (d) its currently existing notes payable fixed and variable interest rate position.

See the Company’s contractual obligations table in the “Contractual Obligations” section included herein.

Reinsurance Arrangements

Members of the State Auto Group follow the customary industry practice of reinsuring a portion of their exposures and paying to the reinsurers a portion of the premiums received. Insurance is ceded principally to reduce net liability on individual risks or for individual loss occurrences, including catastrophic losses. Although reinsurance does not legally discharge the individual members of the State Auto Group from primary liability for the full amount of limits applicable under their policies, it does make the assuming reinsurer liable to the extent of the reinsurance ceded.

Each member of the State Auto Group is party to working reinsurance treaties for property, casualty and workers’ compensation lines with several reinsurers arranged through a reinsurance intermediary. Under the property per risk excess of loss treaty, each member is responsible for the first $2.0 million of each covered loss, and the reinsurers are responsible for 100% of the excess over $2.0 million up to $10.0 million of covered loss. The rates for this reinsurance are negotiated annually.

The terms of the casualty excess of loss program provide that each company in the State Auto Group is responsible for the first $2.0 million of a covered loss. The reinsurers are responsible for 90% of the excess over $2.0 million up to $5.0 million of covered loss. Also, certain unusual claim situations involving bodily injury liability, property damage, uninsured motorist and personal injury protection are covered by an arrangement that provides for $10.0 million of coverage in excess of a $5.0 million retention for each loss occurrence. This layer of reinsurance sits above the $3.0 million excess of $2.0 million arrangement. The rates for this reinsurance are negotiated annually.

The terms of the workers’ compensation excess of loss program provide that each company in the State Auto Group is responsible for the first $2.0 million of covered loss. The reinsurers are responsible for 100% of the excess over $2.0 million up to $10.0 million of covered loss. Net retentions under this contract may be submitted to the casualty excess of loss program, subject to a limit of $2.0 million per loss occurrence. The rates for this reinsurance are negotiated annually.

In addition to the workers’ compensation reinsurance program described above, each company in the State Auto Group is party to an agreement which provides an additional layer of excess of loss reinsurance for workers’ compensation losses involving multiple workers. Subject to $10.0 million of retention, reinsurers are responsible for 100% of the excess over $10.0 million up to $20.0 million of covered loss. This coverage is subject to a “Maximum Any One Life” limit of $10.0 million. The rates for this reinsurance are negotiated annually.

In addition, the State Auto Group has secured other reinsurance to limit the net cost of large loss events for certain types of coverage. Included are umbrella liability losses which are reinsured up to a limit of $10.0 million with a maximum $0.6 million retention. The State Auto Group also makes use of facultative reinsurance for unique risk situations and participates in involuntary pools and associations in certain states.

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The State Auto Group participates in an intercompany catastrophe reinsurance program. Under this program, the members of the State Auto Group, on a combined basis, retain the first $40.0 million of catastrophe losses that affect at least two individual risks. For catastrophe losses incurred by the State Auto Group up to $80.0 million, in excess of $40.0 million, traditional reinsurance coverage is provided with a co-participation of 5%. For catastrophe losses incurred by the State Auto Group up to $100.0 million, in excess of $120.0 million, in exchange for a premium paid by each reinsured company, State Auto P&C acts as the catastrophe reinsurer for the State Auto Group under the terms of an intercompany catastrophe reinsurance agreement. There have been no losses assumed under this agreement.

Contractual Obligations

Included in the table are the estimated payments to be made with respect to the Company’s notes payable and in the settlement of direct loss and ALAE (defined below) reserves:

($ millions)	Total		Due 1 year or less	Due 1-3 years	Due 3-5 years	Due after 5 years
Direct loss and ALAE reserves(1)	$	748.4	291.7	247.6	96.9	112.2
Notes Payable:
Senior Notes due 2013: issued $100.0, November 2003 with fixed interest	$	100.0	—	—	—	100.0
Subordinated debentures due 2033: issued $15.5, May 2003 with variable interest adjusting quarterly		15.5	—	—	—	15.5
Total Notes Payable	$	115.5	—	—	—	115.5

⁽¹⁾ The Company’s actuarial department derived expected payment patterns separately for the direct loss and ALAE reserves (ALAE defined below). Amounts include the STFC Pooled Companies net additional share of transactions assumed from Mutual through the Pooling Agreement (see reconciliation of management’s best estimate included in the Loss Reserves section included herein). These patterns were applied to the December 31, 2005, loss and ALAE payable to generate estimated annual incremental loss and ALAE payments for each subsequent calendar year. These amounts are based on historical payment patterns and do not represent actual contractual obligations. The actual payment amounts and the related timing of those payments could differ significantly from these estimates.

Lease and other purchase obligations are allocated to the Company through the Pooling Arrangement. Excluded from the table above are pension and postretirement benefit obligations which are described in Item 8, of the Company’s Consolidated Financial Statements, Note 9, “Pension and Postretirement Benefit Plans.”

Regulatory Considerations

At December 31, 2005, 2004 and 2003, each of the Company’s insurance subsidiaries was in compliance with statutory requirements relating to capital adequacy.

The National Association of Insurance Commissioners (“NAIC”) utilizes a collection of analytical tools designed to assist state insurance departments with an integrated approach to screening and analyzing the financial condition of insurance companies operating in their respective states. One such set of analytical tools is 12 key financial ratios that are known in the insurance industry as the “IRIS” ratios. IRIS ratios are derived from financial statements prepared on a statutory accounting basis, which are accounting practices prescribed or permitted by the insurance department with regulatory authority over the Company’s insurance subsidiaries. A “defined range” of results for each ratio has been established by the NAIC for solvency monitoring. While management utilizes each of these IRIS ratios in monitoring its operating performance on a statutory accounting basis, of which each of the respective insurance subsidiaries operates well within the defined range for the other

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measures, the net written premium to statutory surplus ratio (the “leverage ratio”) is monitored to ensure that each of the Company’s insurance subsidiaries continues to operate within the “defined range” of 3.0 to 1.0. The higher the leverage ratio, the more risk a company bears in relation to statutory surplus available to absorb losses. In considering this range, Management also considers the distribution of net premiums between property and liability lines of business. A company with a larger portion of net premiums from liability lines should generally maintain a lower leverage ratio.

The statutory leverage ratios for the Company’s insurance subsidiaries at December 31, 2005, 2004 and 2003 are as follows:

Statutory Leverage Ratios(1)	2005	2004	2003
State Auto P&C	1.6	1.7	1.9
Milbank	1.6	1.7	2.0
Farmers	1.3	1.5	1.8
SA Ohio	1.2	1.4	1.7
SA National	0.8	1.1	1.5
Weighted Average	1.5	1.6	1.9

⁽¹⁾ The Company uses the statutory leverage ratio as there is no comparable GAAP measure.

The Company’s insurance subsidiaries pay dividends to State Auto Financial which in turn are used by State Auto Financial to pay dividends to shareholders as well as to make principal and interest payments on debt. Individual states limit the amount of dividends that such subsidiaries domiciled in those states can pay without prior approval. The maximum amount of dividends that may be paid to State Auto Financial during 2006 by its insurance subsidiaries without prior approval under current law is limited to $121.2 million, adjusted for dividends paid by the insurance subsidiaries in the previous twelve months. State Auto Financial received dividends of $40.5 million and $12.0 million from its insurance subsidiaries in 2005 and 2004, respectively. The Company is required to notify the insurance subsidiaries’ respective State Insurance Commissioner within five business days after declaration of all such dividends and at least ten days prior to payment. Additionally, the domiciliary Commissioner of each insurer subsidiary has the authority to limit a dividend when the Commissioner determines, based on factors set forth in the law, that an insurer’s surplus is not reasonable in relation to the insurer’s outstanding liabilities and adequate to its financial needs. Such restrictions are not expected to limit the capacity of State Auto Financial to meet its cash obligations.

State Auto Financial’s insurance subsidiaries are subject to regulation and supervision by the states in which they do business. The NAIC has developed Risk-Based Capital (“RBC”) requirements. RBC attempts to relate an individual insurance company’s statutory surplus to the risk inherent in its overall operations. RBC requires the calculation of a ratio of total adjusted statutory capital to Authorized Control Level. Insurers with a ratio below 200% are subject to different levels of regulatory intervention and action. At December 31, 2005, the risk-based adjusted surplus of State Auto Financial’s insurance subsidiaries ranged from 711% to 1400%.

Credit and Financial Strength Ratings

The following table summarizes the credit and insurance company financial strength ratings of the Company at December 31, 2005:

	A.M. Best	Moody’s	Standard & Poor’s
STFC (credit rating)	a-	Baa1	BBB
STFC Pooled Companies (financial strength)	A+	A2	A
SA National (financial strength)	A+	n/a	A

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The Company is reviewed regularly by the independent rating agencies listed in the table above. Ratings provide a meaningful way for policyholders, agents, creditors and shareholders to compare the Company to its competitors. The published credit ratings on the State Auto Financial Senior Notes discussed above are opinions as to the ability of State Auto Financial to meet its ongoing obligations under the terms of the Senior Notes. Generally, credit ratings affect the cost, type and availability of debt financing. Higher rated securities receive more favorable pricing and terms relative to lower rated securities at the time of issue. State Auto Financial’s Senior Notes have been rated investment grade by each agency.

The published financial strength ratings on the insurance company subsidiaries of State Auto Financial are opinions as to the ability of those companies to meet their ongoing obligations to their policyholders. The A.M. Best financial strength ratings influence the Company’s ability to write insurance business as agents and policyholders generally prefer higher rated companies. Lower rated companies may be required to compete for agents and policyholders by offering higher commissions or lower premiums and expanded coverage, or a combination thereof. Mutual is one of only 14 companies in the United States that have received A.M. Best’s A+ or higher rating every year since 1954. The STFC Pooled Companies collectively with the Mutual Pooled Companies are assigned a pool rating by A.M. Best while SA National is rated as a part of the total group.

The Company’s ratings are influenced by many factors including operating and financial performance, asset quality, liquidity, financial leverage, exposure to catastrophe risks and operating leverage. At December 31, 2005, the Company’s A.M. Best and Moody’s ratings were assigned stable outlooks while the Standard and Poor’s ratings were assigned positive outlooks.

OTHER

Investments

Overview

Stateco performs investment management services, which comprise the investment management services segment, on behalf of the Company and Mutual and its subsidiaries. The Investment Committee of each insurer’s Board of Directors sets investment policies to be followed by Stateco.

The primary investment objectives of the Company are to generate income, preserve capital and maintain adequate liquidity for the payment of claims. The Company’s Investment Policy and Guidelines permit investment in debt issues rated A, or better, by two major rating services. The Company’s fixed maturities portfolio is composed of high quality, investment grade issues, comprised almost entirely of debt issues rated AAA or AA. At December 31, 2005, the Company had no fixed maturity investments rated below investment grade, nor any mortgage loans.

Despite the volatility in the equity market during 2005 and 2004, the Company continued to moderately increase its equity portfolio investments to enhance growth of statutory surplus over the long term. Gains and losses on the sale of equity securities are computed using the first-in, first-out method. The Company’s current investment strategy does not rely on the use of derivative financial instruments.

The Company manages its equity portfolio by investing in a large, but manageable, number of stocks from many different industries. This diversification across companies and industries reduces volatility in the value of the equity portfolio. The Company invests only in stocks that currently pay a dividend. As of December 31, 2005, the Company’s equity portfolio consisted of approximately 100 different stocks. The largest single position was 2.2% of the equity portfolio based on fair value and the top ten positions were equal to approximately 16% of the equity portfolio. The chart below shows the industry sector breakdown of the Company’s equity portfolio versus the S&P 500 Index based on fair value as of December 31, 2005.

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Industry Sector	Equity Portfolio % of Fair Value	S&P 500 Index % of Fair Value
Basic Materials	1.7	2.9
Communications	3.6	10.2
Consumer Cyclical	16.8	8.6
Consumer Non-cyclical	18.2	21.5
Energy	3.3	9.3
Financial	29.7	21.2
Industrial	18.7	11.5
Technology	8.0	11.4
Utilities	—	3.4
Total	100.0	100.0

The Company’s equity portfolio tends to consist of large cap, value oriented stocks. Therefore, when large cap stocks and/or value stocks perform well the Company’s portfolio typically performs well. Conversely, when growth stocks outperform value and/or small to mid cap stocks outperform large cap, the Company’s portfolio does not perform as well.

At December 31, 2005 and 2004, all investments in fixed maturity and equity securities were held as available-for-sale and therefore are carried at fair value. The unrealized holding gains or losses, net of applicable deferred taxes, are shown as a separate component of stockholders’ equity as “accumulated other comprehensive income” and as such are not included in the determination of net income.

The following table provides the composition of the Company’s investment portfolio at December 31, 2005 and 2004, respectively:

($ millions)	2005				2004
Fair value:
Fixed maturities	$	1,617.3	86.0	%	1,502.1	88.4
Equity securities		255.6	13.6		193.6	11.4
Other invested assets		7.0	0.4		3.4	0.2
Total investments	$	1,879.9	100.0	%	1,699.1	100.0

The Company regularly monitors its investment portfolio for declines in value that are other-than-temporary, an assessment which requires significant management judgment regarding the evidence known. Such judgments could change in the future as more information becomes known which could negatively impact the amounts reported herein. Among the factors that management considers are the nature of the investment, severity and length of decline in fair value, events impacting the issuer, overall market conditions, and the Company’s intent and ability to hold securities until recovery. When a security in the Company’s investment portfolio has been determined to have a decline in fair value that is other-than-temporary, the Company adjusts the cost basis of the security to fair value. This results in a charge to earnings as a realized loss, which is not changed for subsequent recoveries in fair value. Future increases or decreases in fair value, if not other-than-temporary, are included in other comprehensive income.

The Company reviewed its investments at December 31, 2005, and determined no additional other-than-temporary impairment exists in the gross unrealized holding losses, as provided in the table below, due to the evidence that exists indicating temporary impairment. At December 31, 2005, there were no investments reflected in the table below with an unrealized holding loss that had a fair value significantly below cost continually for more than one year. There are no individually material securities with an unrealized holding loss at December 31, 2005.

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The following table provides detailed information on the Company’s investment portfolio for its gross unrealized gains and losses, adjusted for investments with other-than-temporary impairment at December 31, 2005:

($ millions, except number of positions) Investment Category	Cost or amortized cost		Gross unrealized holding gains		Gain number of positions	Gross unrealized holding losses			Loss number of positions	Fair value
Fixed Maturities:
U.S. Treasury securities & Obligations	$	239.8	$	1.7	24	$	(3.0	)	69	$	238.5
States & political subdivisions		1,097.3		26.5	350		(5.3	)	167		1,118.5
Corporate securities		14.0		0.7	11		(0.1	)	2		14.6
Mortgage-backed securities of U.S. Gov. Agencies		240.3		3.1	15		(3.6	)	59		239.8
Other debt securities		5.9		—	—		—		—		5.9
Total fixed maturities		1,597.3		32.0	400		(12.0	)	297		1,617.3
Equity Securities:
Consumer		65.6		9.5	22		(1.0	)	7		74.1
Technologies		24.8		2.6	8		(0.3	)	3		27.1
Pharmaceuticals		10.3		0.3	3		(0.3	)	1		10.3
Financial services		66.8		12.2	27		(0.3	)	3		78.7
Manufacturing & other		57.3		8.9	21		(0.8	)	7		65.4
Total equity securities		224.8		33.5	81		(2.7	)	21		255.6
Other invested assets		6.2		0.8	4		—		—		7.0
Total	$	1,828.3	$	66.3	485	$	(14.7	)	318	$	1,879.9

The amortized cost and fair value of fixed maturities at December 31, 2005, by contractual maturity, are summarized as follows:

($ millions)	Amortized Cost		Fair Value
Due in 1 year or less	$	24.2	$	24.3
Due after 1 year through 5 years		49.3		49.5
Due after 5 years through 10 years		284.5		292.5
Due after 10 years		999.0		1,011.2
Subtotal		1,357.0		1,377.5
Mortgage-backed securities		240.3		239.8
Total	$	1,597.3	$	1,617.3

Expected maturities may differ from contractual maturities as the issuers may have the right to call or prepay the obligations with or without call or prepayment penalties.

The Company participates in a securities lending program whereby certain fixed maturity and equity securities from the Company’s investment portfolio are loaned to other institutions for short periods of time. The Company requires collateral, equal to 102% of the market value of the loaned securities. The collateral is invested by the lending agent, in accordance with Company’s guidelines, generating investment income, net of applicable fees. The Company accounts for this program as a secured borrowing and records the collateral held

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and corresponding liability to return the collateral on its balance sheet. At December 31, 2005 and 2004, the amount of collateral held was approximately, $99.0 million and $144.7 million, respectively, and the amount of securities lent was $96.0 million and $140.4 million, respectively.

Market Risk

At December 31, 2005, total investments at fair value comprise approximately 82.6% of the Company’s total assets. Of the Company’s total investments, 86.0% are invested in fixed maturities, 13.6% in equity securities and 0.4% in other invested assets. Cash and cash equivalents represent approximately 1.3% of the Company’s total assets at December 31, 2005.

The Company’s decision to make a specific investment is influenced primarily by the following factors: (a) investment risks; (b) general market conditions; (c) relative valuations of investment vehicles; (d) general market interest rates; (e) the Company’s liquidity requirements at any given time; and (f) the Company’s current federal income tax position and relative spread between after tax yields on tax-exempt and taxable fixed income investments.

The Company’s primary market risk exposures are to changes in market prices for equity securities and changes in interest rates and credit ratings for fixed maturity securities. The Company’s fixed income securities are subject to interest rate risk whereby the value of the securities varies as market interest rates change. The Company manages this risk by closely monitoring the duration of the fixed income portfolio. The duration of the fixed maturity portfolio was approximately 5.14 and 5.23 as of December 31, 2005 and 2004, respectively. The table below summarizes the Company’s interest rate risk and shows the effects of a parallel change in interest rates on the fair value of the fixed income portfolio (excluding other debt securities) as of December 31, 2005:

Fair value ($ millions)	$	1,772.7		$	1,692.1		$	1,611.4		$	1,530.9		$	1,434.2
Change in interest rates (bps)		-200			-100			0			+100			+200
Value as % of original value		110	%		105	%		100	%		95	%		89	%

This table summarizes only the effects that a parallel change in interest rates could have on the fixed income portfolio. This change in rates would also change the value of the Company’s liabilities and possibly other financial assets. The Company cautions the reader that this analysis does not take into account nonparallel changes in interest rates. It is likely that some rates would increase or decrease more than others depending upon market conditions at the time of the change. This nonparallel change would alter the value of the fixed income portfolio. The analysis is also limited in that it does not take into account any actions that might be taken by the Company in response to these changes. As a result, the actual impact of a change in interest rates and the resulting fixed income values may differ significantly from what is shown in the table.

The Company believes that the fixed income portfolio’s exposure to credit risk is minimal as greater than 99% of the bonds owned are rated AA or better with the remaining bonds being A rated. There are no fixed securities owned rated less than A. The Company does not intend to change its investment policy on the quality of its fixed maturity investments. The fixed maturity portfolio is managed in a laddered-maturity style and considers business mix and liability payout patterns to ensure adequate cash flow to meet claims as they are presented. The Company also manages liquidity risk by maintaining sufficient cash balances, owning some agency and U.S. Treasury securities at all times, purchasing bonds of major issuers, and purchasing bonds that are part of a medium or large issue. The fixed income portfolio does not have any direct exposure to either exchange rate risk or commodity risk. The Company does not rely on the use of derivative financial instruments. To provide the Company greater flexibility in order to manage its market risk exposures, the Company categorizes its fixed maturities as available-for-sale. The Company does not maintain a trading portfolio.

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As of December 31, 2005, the Company’s equity portfolio had a beta of 0.98 using the S&P 500 Index as a benchmark. Beta estimates the degree the portfolio’s price will fluctuate based on a given movement in the market index. The table below reflects what changes might occur in the value of the equity portfolio given a change in the S&P 500 Index:

Fair value ($ millions)	$	305.7		$	280.7		$	255.6		$	230.6		$	205.5
Change in S&P 500 Index		+20	%		+10	%		0			-10	%		-20	%
Value as % of original value		120	%		110	%		100	%		90	%		80	%

The above analysis is limited in that it does not take into account any actions that might be taken by the Company in response to these changes. As a result, the actual impact of a change in equity market prices and the resulting equity values may differ significantly from what is shown in the table. By investing in mostly large cap issues the Company hopes to limit liquidity risk in the equity portfolio. The equity portfolio does not have any direct exposure to exchange rate risk since the Company does not hold any foreign stocks. The Company constantly monitors the equity portfolio holdings for any credit risk issues that may arise. The Company does not invest in any commodity futures or commodity oriented mutual funds.

Some parameters have been set by the Investment Committee to help manage the risks associated with the investment portfolio. For the insurance subsidiaries, the maximum investment in any single note or bond is limited to 5.0% of statutory assets, other than obligations of the U.S. government or government agencies, for which there is no limit. Investments in equity securities are selected based on their potential for appreciation as well as ability to continue paying dividends. The equity portfolio is diversified across industries and concentrations in any one company or industry are limited by parameters established by the Investment Committee of the Company’s Board of Directors. The total holding of a specific stock should not exceed 2% of the outstanding stock and based on market value at the time of purchase, no one equity holding should exceed 5% of the total equity portfolio. Up to 15% of the equity portfolio may deviate from these requirements allowing the Company to invest in timely special situations. Equity investments will normally be targeted to no more than 40% of total assets or 50% of statutory surplus whichever is greater. Additional information regarding the composition of investments, along with maturity schedules regarding investments in fixed maturities at December 31, 2005, is presented in tabular form above.

The Company’s total investments, at fair value, grew approximately 10.6% during 2005 to $1,879.9 million at December 31, 2005, from $1,699.1 million at December 31, 2004. This growth was generated primarily from net cash flows provided by operations, $54.0 million received from the Meridian Insurers and financing activities which were offset by a decline on the cumulative unrealized gains on investments. The net unrealized gain on the Company’s equity portfolio increased $0.6 million to $30.8 million at December 31, 2005, while the Company’s net unrealized gain on its fixed maturity portfolio declined $30.2 million to $20.0 million at December 31, 2005. Unrealized gains related to other invested assets increased $0.6 million to $0.8 million at December 31, 2005.

Employee Benefit Plans

The State Auto Group has a defined benefit pension plan and a postretirement health care plan covering substantially all employees. Key assumptions used to determine net periodic cost and the benefit obligation at the measurement date include the discount rate and expected long term rate of return on plan assets among other factors. Therefore, changes in the related costs may occur in the future due to changes in assumptions.

To calculate the State Auto Group’s pension benefit obligation as of December 31, 2005, the Company used a discount rate of 5.75% based on an evaluation of the expected future benefit cash flows of the Pension Plan used in conjunction with the Citigroup Pension Discount Curve (formerly Salomon Brothers Pension Discount Curve) at the measurement date. A lower discount rate results in, all else equal, a higher present value of the benefit obligation. The Company selected an expected long-term rate of return on its plan assets of 9.0% by considering the mix of investments, stability of investment portfolio along with actual investment experience

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during the lifetime of the plan. To calculate the net periodic pension cost for the year ended December 31, 2005, a discount rate of 6.50% and an expected long-term rate of return on plan assets of 9.0% were used.

The selected discount rate of 5.75% is a reduction of 0.75 points from the 6.50% rate used in the previous year which had the effect of increasing the pension benefit obligation at December 31, 2005 and related unrecognized net loss by approximately $23.2 million. Unrecognized losses of approximately $82.4 million are being recognized over approximately a 12 year period, which represents the average future service period of active participants. Unrecognized gains and losses arise from several factors including expected to actual demographic changes, assumption changes in the obligations and from the difference between expected and actual returns on plan assets. These unrecognized losses will be systematically recognized as an increase in future net periodic pension expense in accordance with FASB Statement 87, “Employers Accounting for Pensions” (“SFAS 87”).

Key assumptions used in determining the amount of the benefit obligation and related periodic cost recognized for postretirement benefits other than pensions under FASB Statement 106, “Employers Accounting for Postretirement Benefits Other Than Pensions” (“SFAS 106”), include the discount rate and the assumed health care cost trend rate. To calculate the State Auto Group’s benefit obligation as of December 31, 2005, the Company decreased its selected discount rate by 0.75 points to 5.75% from the 2004 discount rate to match the anticipated stream of future benefit payments. The Company assumes that the relative increase in health care costs will generally trend downward over the next several years, reflecting assumed increases in efficiency in the health care system and cost containment initiatives. At December 31, 2005, the expected rate of increase in future health care costs was 10% for 2006, trending down 1% per year to 5% thereafter. If the assumed future health care cost trend rate had been increased or decreased by one percentage point, the Company’s accumulated obligation as of 2005 would have increased by $7.3 million and decreased by $6.3 million, respectively.

On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was signed into law. The Act expanded Medicare to include, for the first time, coverage for prescription drugs. In May of 2004, the FASB issued FASB Staff Position 106-2 “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (“FSP 106-2”). FSP 106-2 provided guidance on accounting for the effects of the Act for employers that sponsor postretirement health care plans that provide drug benefits. The Company and its actuarial advisors completed a review of its plan provisions and concluded that the benefits provided by its plan are actuarially equivalent to Medicare Part D and will be entitled to the subsidy. The Company determined that the enactment of the Act was not a significant event and incorporated the effect of the Act in the most recent measurement date pursuant to FSP 106-2.

The actuarial assumptions used by the Company in determining its pension and postretirement benefit obligations may differ materially from actual results due to changing market and economic conditions, higher or lower turnover and retirement rates or longer or shorter life spans of participants. While the Company believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may materially affect the Company’s financial position or results of operations.

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Loss Reserves

The following table presents the loss and loss expenses payable by major line of business at December 31, 2005 and 2004, respectively:

($ millions)	December 31, 2005		December 31, 2004	January 1, 2005 (1)	% Change (2)
Automobile – personal standard	$	192.7	184.9	193.2	(0.3	)%
Automobile – personal nonstandard		27.5	35.6	35.6	(22.8	)
Automobile – commercial		92.8	86.2	90.5	2.5
Homeowners and Farmowners		63.9	40.4	48.3	32.3
Commercial multi-peril		90.7	89.2	93.2	(2.7	)
Workers’ compensation		87.6	81.6	88.6	(1.1	)
Fire and allied lines		24.3	18.2	19.0	27.9
Other liability and products liability		124.7	115.7	118.6	5.1
Miscellaneous personal & commercial lines		7.1	4.1	4.2	69.0
Total losses and loss expenses payable net of reinsurance recoverable on losses and loss expenses payable of $17.4 and $25.9, respectively	$	711.3	655.9	691.2	2.9	%

⁽¹⁾ December 31, 2004 reserve balances have been adjusted for comparison purposes to reflect the loss and loss expense reserves assumed by the Company on January 1, 2005 from the Pooling Arrangement amendment discussed above.

⁽²⁾ Calculated based on December 31, 2005 change from January 1, 2005.

As provided in the above table, total net losses and loss expenses payable increased 2.9% from January 1, 2005 to December 31, 2005. The reserve changes year-to-date are primarily attributable to property lines of insurance, where the increases are driven by catastrophe losses. In particular, hurricane Katrina resulted in unprecedented conditions impacting the logistics of adjusting and paying claims. Consequently, much of Katrina’s losses remain in reserve status until the settlement process can move forward. In addition, hurricane Wilma impacted fourth quarter results which also accounts for outstanding reserves in these same lines of business. Outside of the property lines, the reserve level changes are consistent with the exposure level changes at the product level. The current year development of the prior years’ ultimate liability does not reflect any changes in the Company’s fundamental claims reserving practices.

The Company’s internal actuarial staff conducts quarterly reviews of projected loss development information to assist management in making estimates of reserves for ultimate losses and loss expenses payable. Several factors are considered in estimating ultimate liabilities including consistency in relative case reserve adequacy, consistency in claims settlement practices, recent legal developments, historical data, actuarial projections, accounting projections, exposure growth, current business conditions, catastrophe developments, and late reported claims. In addition, reasonableness tests are performed on measures of claim severity, loss ratio and trend factors, all of which are implicit in the liability estimates.

Losses and loss expenses payable is management’s best estimate (“MBE”) at a given point in time of what the Company expects to pay claimants, based on known facts, circumstances and historical trends. Reserves for reported losses are established by the Company’s claim division on either a case-by-case or formula basis depending on the type and circumstances of the loss. The case-by-case reserve amounts are determined based on the Company’s reserving practices, which take into account the type of risk, the circumstances surrounding each claim and policy provisions relating to types of loss. The objective of the claims division is to establish ultimate case reserves that are sufficient, but not excessive. The formula reserves are based on historical data for similar claims with provision for trend changes caused by inflation. Loss and loss expense reserves for incurred claims

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that have not yet been reported (“IBNR”) are estimated based on many variables including historical and statistical information, inflation, legal developments, storm loss estimates, and economic conditions. Case and formula basis loss reserves are reviewed on a regular basis, and as new data becomes available, estimates are updated resulting in adjustments to loss reserves. Generally, reported losses initially reserved on a formula basis and not settled after six months are case reserved at that time. Although management uses many resources to calculate reserves, there is no method for determining the exact ultimate liability.

Management establishes a reserve for loss adjustment expenses contemplating functions and costs that are not attributable to a specific claim, which is called Unallocated Loss Adjustment Expense (“ULAE”). Historical ratios of paid ULAE to paid losses are developed, and then imposed on the current outstanding reserves. The method uses a traditional assumption that 50% of the expenses are realized when the claim is open, and the other 50% are incurred as the loss payments are made. The method also assumes that the underlying claims process and mix of business do not change drastically over time.

MBE for SA National and the STFC Pooled Companies’ share of the Pooled Companies’ losses and allocated loss expense reserve (“Loss and ALAE Reserve”) at December 31, 2005 is $748.4 million, compared with an actuarial point estimate of $721 million that is within a projected range of $681 million to $763 million. These values presented are on a direct basis, gross of salvage and subrogation recoverable, and before reinsurance, except for the STFC Pooled Companies’ participation in the inter-company Pooling Arrangement. Therefore, the Company cautions the reader that these values cannot be compared to other loss and loss expenses payable tables included elsewhere within this Form 10-K. Reserve ranges provide a quantification of the variability in the reserve projections, which is often referred to as the standard deviation or error term, while the point estimates establish a mean, or expected value for the ultimate reserve. MBE of loss reserves considers the actuarial point estimate and expected variation to establish an appropriate position within the range.

The potential impact of loss reserve variability on net income is quantifiable using the range end points and carried reserve amounts listed above. For example, if ultimate losses reach the high point of $763 million, the reserve increase of $15 million is an after-tax decrease of $9.8 million on net income. Likewise, should losses decline to the low end of $681 million, the $67 million reserve decrease would add $43.6 million of after-tax net income.

An important assumption underlying the reserve estimation methods for the major casualty lines is that the loss cost trends implicitly built into the loss and ALAE patterns will continue into the future. To estimate the sensitivity of reserves to an unexpected change in inflation, projected calendar year payment patterns were applied to the December 31, 2005, other liability loss and ALAE payable to generate estimated annual incremental loss and ALAE payments for each subsequent calendar year. Then, for purposes of sensitivity testing, an additional annual loss cost trend of two percent was added to the trend implicitly embedded in the estimated payment pattern, and revised incremental loss and ALAE payments were calculated. This type of inflationary jump could arise from a variety of sources including tort law changes, development of new medical procedures, social inflation, and other inflationary changes in costs beyond assumed levels.

The estimated cumulative impact that this additional, unexpected two percent increase in the loss cost trend would have on our results of operations over the lifetime of the underlying claims in other liability is an increase of $9.3 million on reserves, or a $6.1 million after-tax reduction (assuming a tax rate of 35%) to net income. Inflation changes have much more impact on the longer tail commercial lines like other liability and workers’ compensation, and much less impact on the shorter tail personal lines’ reserves.

The following table provides a reconciliation of MBE of the Company’s direct Loss and ALAE Reserve to the Company’s net loss and loss expenses payable at December 31, 2005. The STFC Pooled Companies net additional share of transactions assumed from Mutual through the Pooling Arrangement for the year 2005 has been reflected in the table below as Assumed by STFC Pooled Companies:

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($ millions)	MBE
Direct Loss and ALAE Reserve (1):
STFC Pooled Companies and SA National	$	414.2
Assumed by STFC Pooled Companies		334.2
Total direct loss and ALAE reserve		748.4
Direct unallocated loss adjustment expense (“ULAE”)(1):
STFC Pooled Companies and SA National		25.4
Assumed by STFC Pooled Companies		22.9
Total direct ULAE		48.3
Direct salvage and subrogation recoverable:
STFC Pooled Companies and SA National		(19.3	)
Assumed by STFC Pooled Companies		(9.0	)
Total direct salvage and subrogation recoverable		(28.3	)
Reinsurance recoverable		(17.4	)
Assumed reinsurance		5.8
Reinsurance assumed by STFC Pooled Companies		(45.5	)
Total losses and loss expenses payable, net of reinsurance recoverable on losses and loss expenses payable of $17.4	$	711.3

⁽¹⁾ ALAE are those costs that can be related to a specific claim, which may include attorney fees, external claims adjusters and investigation costs, among others. ULAE are those costs incurred in settling claims, such as in-house processing costs, for which no identification can be made to specific claims. ALAE and ULAE comprise the loss expense portion of the total loss and loss expenses payable.

The property and casualty industry has had significant loss experience from claims related to asbestos, environmental remediation, product liability, mold and other mass torts. Asbestos reserves are $3.7 million, and environmental reserves are $5.5 million, for a total of $9.2 million, or 1.3% of net losses and loss expenses payable. Because the Company has insured primarily product retailers and distributors, not manufacturers, incurred losses have not been significant from asbestos and environmental claims activity.

The risks and uncertainties inherent in the estimates include, but are not limited to, actual settlement experience being different from historical data and trends, changes in business and economic conditions, court decisions creating unanticipated liabilities, ongoing interpretation of policy provisions by the courts, inconsistent decisions in lawsuits regarding coverage and additional information discovered before settlement of claims. The Company’s results of operations and financial condition could be impacted, perhaps significantly, in the future if the ultimate payments required to settle claims vary from the liability currently recorded.

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A tabular presentation of the current year $44.3 million favorable development broken down by accident year is shown below derived from the Company’s 2005 and 2004, 10 year loss development table, as presented in the “Reserves” section of the Company’s Form 10-K, “Narrative Description of Business” section. The development is measured in dollars and as a percentage of the total December 31, 2005, net loss and loss expense payable:

($ millions) Accident year	Current year development of ultimate liability			% of 12/31/2005 total net loss and loss expenses payable
	redundancy/(deficiency)
1995 and prior	$	(3.2	)	(0.45	)
1996		0.3		0.04
1997		(0.2	)	(0.03	)
1998		(0.2	)	(0.03	)
1999		0.6		0.08
2000		3.6		0.51
2001		2.8		0.39
2002		6.9		0.97
2003		9.9		1.39
2004		23.8		3.35
Total	$	44.3		6.22

The 6.2% current year favorable development is partly explained by normal fluctuations and uncertainty associated with loss reserve development. See related discussion regarding incurred losses and loss expenses included in the “2005 Compared to 2004” section above.

New Accounting Standards

In September 2005, the Accounting Standards Executive Committee issued Statement of Position 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts” (“SOP 05-1”), which is to be effective for fiscal years beginning after December 15, 2006, with earlier adoption encouraged. SOP 05-1 provides guidance on accounting for deferred acquisition costs on internal replacements of insurance contracts that are modifications to product features that occur by the exchange of a contract for a new contract. Insurance contracts issued by the Company include nonintegrated contract features as defined in SOP 05-1, or those that provide coverage that is underwritten and priced only for that incremental insurance coverage and do not result in reunderwriting or repricing of other components of the contract. Nonintegrated contract features do not change the existing base contract and do not require further evaluation under SOP 05-1. Given the nature of the policies written, the impact of SOP 05-1 upon implementation is not expected to be material.

In May 2005, the FASB issued FASB Statement 154, “Accounting Changes and Error Corrections” (“SFAS 154”) which replaces APB Opinion 20, “Accounting Changes” (“APB 20”) and FASB Statement 3, “Reporting Accounting Changes in Interim Financial Statements” (“SFAS 3”). SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires voluntary changes in accounting principles be recognized retrospectively to prior periods’ financial statements, rather than recognition in the net income of the current period. Retrospective application requires restatement of prior period financial

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statements as if that accounting principle had always been used. SFAS 154 carries forward without change the guidance contained in APB 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. The provisions of SFAS 154 are effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not believe SFAS 154 will have a material impact on the financial position or results of operations of the Company.

In December 2004, the FASB issued FASB Statement 123(R), “Share-Based Payment” (“SFAS 123(R)”), which is a revision of SFAS 123. SFAS 123(R) supersedes APB 25 and amends FASB Statement 95, “Statement of Cash Flows” (“SFAS 95”). SFAS 123(R) originally required adoption no later than July 1, 2005. In April 2005, the Securities and Exchange Commission (“SEC”) issued a release that amended the compliance dates for SFAS 123(R). Under the SEC’s new rule, the Company will be required to apply SFAS 123(R) as of January 1, 2006.

Generally, the approach in SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro-forma disclosure is no longer an alternative. SFAS 123(R) provides two alternative methods of adoption: the modified prospective transition or the modified retrospective transition. Under the modified prospective method, unvested stock based awards, that were granted prior to adoption, will continue to be accounted for in accordance with SFAS 123 except the compensation cost attributable to the unvested portion of the awards must be recognized in the income statement. Awards that are vested will not be recognized in the income statement. Under the modified retrospective method, prior periods are restated by recognizing compensation cost in the amounts previously reported in the pro-forma footnote disclosures under SFAS 123. Effective January 1, 2006, the Company has elected to adopt the fair-value-based method of accounting for share based payments using the modified prospective method.

As permitted by SFAS 123, the Company currently accounts for share-based payments to employees using APB 25’s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Accordingly, the adoption of SFAS 123(R)’s fair value method will have a significant impact on the Company’s result of operations, although it will have no impact on overall financial position. The impact of adoption of SFAS 123(R) cannot be predicted at this time because it will be dependent on the levels and types of share-based payments granted in the future (see Note 12 for a description of share-based awards eligible under the Company’s Equity Incentive Compensation Plan and Outside Directors Restricted Share Unit Plan approved by shareholders in 2005). However, had the Company adopted SFAS 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS 123 as described in the disclosure of pro forma net income and earnings per share in Note 1k. SFAS 123(R) also requires that the benefits of tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. While the Company cannot estimate what those amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amount of operating cash flows recognized in prior periods for such excess tax deductions were $1.8 million, $2.3 million and $2.1 million in 2005, 2004 and 2003, respectively.

Currently, under SFAS 123 for pro-forma disclosure, the Company uses the Black-Scholes-Merton formula to estimate the value of stock options granted to employees and will continue to use this acceptable option valuation model upon the required adoption of SFAS 123(R) on January 1, 2006. Under SFAS 123, the Company recognized compensation cost over the explicit service vesting period and will continue to do so for share-based awards granted prior to the adoption of SFAS 123(R). Upon adoption of SFAS 123(R), the compensation cost attributable to an award granted to an employee who becomes eligible to retire prior to the end of the vesting period will be recognized over the period until the earliest date of eligible retirement. Had compensation expense been accelerated due to retirement eligibility, pro-forma stock compensation expense, net of tax would have been $4.2 million, $2.9 million and $2.3 million in 2005, 2004 and 2003, respectively.

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Impact of Significant External Factors

Inflation can have a significant impact on property and casualty insurers because premium rates are established before the amount of losses and loss expenses are known. When establishing rates, the Company attempts to anticipate increases from inflation subject to the limitations of modeling economic variables. General inflation, as measured by the CPI, has been relatively modest over the last several years; however, price inflation on the goods and services purchased by insurance companies in settling claims has been steadily increasing. In particular, repair costs for homes, autos, and commercial buildings, and medical care costs, have risen disproportionately over the last few years. Costs for building materials typically rise dramatically following substantial natural catastrophes such as the industry experienced in Florida and adjacent states in 2004 and in Mississippi and Alabama in 2005. The Company continues to adjust its pricing projections as loss cost trends change in order to ensure premiums keep pace with inflation in all lines of business.

The Company considers inflation when estimating liabilities for losses and loss expenses, particularly for claims having a long period between occurrence and settlement. The liabilities for losses and loss expenses are management’s best estimates of the ultimate net cost of underlying claims and expenses and are not discounted for the time value of money. In times of high inflation, the normally higher yields on investment income may partially offset potentially higher claims and expenses.

Included in the “Loss Reserves” section, the Company has offered a description of certain factors management considers in estimating the ultimate liability for losses and loss expenses. With respect to the auto line of business, which represents almost half of the Company’s total reserves, perhaps the most significant external variable is legal developments. Court decisions, as discussed below, have a significant impact on the property and casualty insurance industry. Some of these decisions have a more prospective effect as, for example, when contract provisions relating to third party coverages are construed in ways not anticipated by the Company. Other court decisions may have more of a retroactive effect which may be seen more clearly in the auto insurance line. Auto insurance tends to be a line of business more regulated by statutes; consequently, the courts tend to have more of an opportunity to construe and apply those statutes to existing contracts. Uninsured motorists and underinsured motorists (collectively “UM”) are statutory coverages in almost every state where the Company does business. When courts of appeal construe UM statutes adversely to the Company and the industry, the effect of that decision is typically retroactive, because, legally speaking, when the court interprets a statute it is as though the statute was always construed in the manner that the court determined. This retroactive effect is exacerbated in UM cases (and other first party coverage cases) because the statute of limitations applicable to UM claims and other first party coverages can be as long as 15 years. Claims that had been closed or not even presented, going back as long as fifteen years, can be re-born by an adverse court decision. The Company considers the impact of adverse court decisions of which it has become aware when it sets ultimate loss and LAE reserves for auto insurance as well as other lines to the extent those lines may be retroactively affected by such matters.

The effect of court decisions is also apparent in the commercial lines of coverages such as commercial multi-peril and other liability and products liability. Courts can expand coverage or void exclusions which can increase the Company’s exposure to claims. Some of these third party claims may still be brought within the statute of limitations applicable to such third party claims and expose the Company to some retroactive liabilities. These liabilities are sought to be addressed by the ultimate loss and LAE reserve that is the Company’s estimate of loss and loss expenses payable.

It is not feasible to quantify the impact of judicial decisions that may have retroactive effect because the Company cannot foresee, among the range of issues that are litigated every day in courts in each state in which the Company does business, which cases will be decided adversely and how such decisions will actually apply to the Company.

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The reserve estimates do not contemplate substantial loss from any mass torts, including those already listed above, or others not known at this time. In addition, there is no provision in the reserves for a major retroactive expansion of coverage through judicial interpretation. If these assumptions prove to be incorrect, ultimate liabilities could increase substantially. The Company’s Claims, Underwriting and Actuarial staff track separately all claims within the family of mass torts, and respond accordingly as information becomes known.

Premium rates are actuarially determined to enable an insurance company to generate an underwriting profit. These rates contemplate a certain level of risk. The courts may modify, in a number of ways, the level of risk which insurers had expected to assume including eliminating exclusions, multiplying limits of coverage, creating rights for policyholders not intended to be included in the contract and interpreting applicable statutes expansively to create obligations on insurers not originally considered when the statute was passed. Courts have also undone legal reforms passed by legislatures, which reforms were intended to reduce a litigant’s rights of action or amounts recoverable and so reduce the costs borne by the insurance mechanism. These court decisions can adversely affect an insurer’s profitability. They also create pressure on rates charged for coverages adversely affected, and this can cause a legislative response resulting in rate suppression that can adversely affect an insurer. The Company may also be adversely affected by regulatory actions on matters within the jurisdiction of the various insurance departments where the Company does business or has entities domiciled.

See the discussion regarding the federal Terrorism Risk Insurance Act of 2002 (the “TRIA”) and its successor, the Terrorism Risk Insurance Extension Act of 2005 (“TRIEA”) (collectively, the “Terrorism Act”) in the “Regulation” section of Item 1 included herein.

Item 7A. Qualitative and Quantitative Disclosures about Market Risk

Qualitative and Quantitative Disclosures About Market Risk is included in Item 7 of this Form 10-K under “Market Risk.”

Item 8. Financial Statements and Supplementary Data

The Consolidated Financial Statements, including the Notes to Consolidated Financial Statements and the Reports of Independent Registered Public Accounting Firm are as follows:

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

State Auto Financial Corporation

We have audited the accompanying consolidated balance sheets of State Auto Financial Corporation and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2005. Our audits also included the financial statement schedules listed in the Index at Item 15(a)(2). These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of State Auto Financial Corporation and subsidiaries at December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of State Auto Financial Corporation’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Columbus, Ohio

March 1, 2006

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

State Auto Financial Corporation

We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, that State Auto Financial Corporation maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). State Auto Financial Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that State Auto Financial Corporation maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, State Auto Financial Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of State Auto Financial Corporation as of December 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2005, and our report dated March 1, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Columbus, Ohio

March 1, 2006

66

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Consolidated Balance Sheets

(in millions, except per share amount)	December 31
	2005			2004
Assets
Fixed maturities, available-for-sale, at fair value (amortized cost $1,597.3 and $1,451.9, respectively)	$	1,617.3		1,502.1
Equity securities, available-for-sale, at fair value (cost $224.8 and $163.4, respectively)		255.6		193.6
Other invested assets		7.0		3.4
Total investments		1,879.9		1,699.1
Cash and cash equivalents		28.7		64.3
Securities lending collateral		99.0		144.7
Accrued investment income and other assets		45.1		49.9
Deferred policy acquisition costs		106.0		97.5
Net prepaid pension expense		59.2		54.9
Reinsurance recoverable on losses and loss expenses payable (affiliates $5.5 and $5.7, respectively)		17.4		25.9
Prepaid reinsurance premiums (affiliates $0.2 and $3.0, respectively)		6.1		8.3
Due from affiliate		7.1		10.5
Current federal income taxes		3.7		—
Deferred federal income taxes		10.1		—
Property and equipment, at cost, (net of accumulated depreciation of $5.1 and $4.8, respectively)		12.6		13.3
Total assets	$	2,274.9		2,168.4
Liabilities and Stockholders’ Equity
Losses and loss expenses payable (affiliates $302.6 and $296.9, respectively)	$	728.7		681.8
Unearned premiums (affiliates $128.4 and $112.9, respectively)		432.9		415.0
Notes payable (affiliates $15.5 and $61.0, respectively)		118.7		164.5
Postretirement benefit liabilities		89.2		80.1
Securities lending obligation		99.0		144.7
Other liabilities		42.9		20.2
Current federal income taxes		—		0.7
Deferred federal income taxes		—		3.2
Total liabilities		1,511.4		1,510.2
Stockholders’ equity:
Class A Preferred stock (nonvoting), without par value. Authorized 2.5 shares; none issued		—		—
Class B Preferred stock, without par value. Authorized 2.5 shares; none issued		—		—
Common stock, without par value. Authorized 100.0 shares; 45.1 and 44.7 shares issued, respectively, at stated value of $2.50 per share		112.8		111.8
Less 4.6 treasury shares, at cost		(56.8	)	(56.5	)
Additional paid-in capital		70.2		64.1
Accumulated other comprehensive income		34.3		53.1
Retained earnings		603.0		485.7
Total stockholders’ equity		763.5		658.2
Total liabilities and stockholders’ equity	$	2,274.9		2,168.4

See accompanying notes to consolidated financial statements.

67

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Consolidated Statements of Income

($ millions, except per share amounts)	Year ended December 31
	2005			2004	2003
Earned premiums (ceded to affiliate $683.4, $657.8 and $603.8, respectively)	$	1,050.3		1,006.8	960.6
Net investment income		78.7		71.8	64.6
Net realized gains on investments		5.6		7.6	10.6
Other income (affiliates $2.9, $3.9 and $3.7, respectively)		4.9		6.2	5.9
Total revenues		1,139.5		1,092.4	1,041.7
Losses and loss expenses (ceded to affiliate $428.2, $395.5 and $387.6, respectively)		613.4		619.2	651.2
Acquisition and operating expenses		332.9		304.3	291.8
Interest expense (affiliates $2.8, $1.9 and $2.8, respectively)		8.8		7.3	3.7
Other expenses		12.4		10.0	11.7
Total expenses		967.5		940.8	958.4
Income before federal income taxes		172.0		151.6	83.3
Federal income tax expense (benefit):
Current		49.3		40.5	17.1
Deferred		(3.2	)	1.1	2.6
Total federal income taxes		46.1		41.6	19.7
Net income	$	125.9		110.0	63.6
Earnings per common share:
Basic	$	3.12		2.76	1.62
Diluted	$	3.06		2.70	1.58
Dividends paid per common share	$	0.27		0.17	0.15

See accompanying notes to consolidated financial statements.

68

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Consolidated Statements of Stockholders’ Equity

(in millions)	Year ended December 31
	2005			2004		2003
Common shares:
Balance at beginning of year		44.7		44.2		43.5
Issuance of shares		0.4		0.5		0.7
Balance at end of year		45.1		44.7		44.2
Treasury shares:
Balance at beginning of year		4.6		4.6		4.5
Shares acquired on stock option exercises		—		—		—
Shares acquired under repurchase program		—		—		0.1
Balance at end of year		4.6		4.6		4.6
Common stock:
Balance at beginning of year	$	111.8		110.4		108.8
Issuance of shares		1.0		1.4		1.6
Balance at end of year		112.8		111.8		110.4
Treasury stock:
Balance at beginning of year	$	(56.5	)	(55.8	)	(54.3	)
Shares acquired on stock option exercises		(0.3	)	(0.7	)	(0.8	)
Shares acquired under repurchase program		—		—		(0.7	)
Balance at end of year		(56.8	)	(56.5	)	(55.8	)
Additional paid-in capital:
Balance at beginning of year	$	64.1		56.7		50.4
Issuance of common stock		4.0		4.9		3.9
Tax benefit from stock options exercises		1.8		2.3		2.1
Stock options granted		0.3		0.2		0.3
Balance at end of year		70.2		64.1		56.7
Accumulated other comprehensive income:
Balance at beginning of year	$	53.1		53.0		42.5
Unrealized gains (losses) on investments, net of tax and reclassification adjustment		(18.7	)	0.2		9.7
Gain on derivative used in cash flow hedge		—		—		0.8
Amortization of gain on derivative used in cash flow hedge		(0.1	)	(0.1	)	—
Balance at end of year		34.3		53.1		53.0
Retained earnings:
Balance at beginning of year	$	485.7		378.0		316.4
Net income		125.9		110.0		63.6
Cash dividends paid		(8.6	)	(2.3	)	(2.0	)
Balance at end of year		603.0		485.7		378.0
Total stockholders’ equity at end of year	$	763.5		658.2		542.3

See accompanying notes to consolidated financial statements.

69

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Consolidated Statements of Cash Flows

($ millions)	Year ended December 31
	2005			2004		2003
Cash flows from operating activities:
Net income	$	125.9		110.0		63.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, net		9.3		8.7		8.8
Net realized gains on investments		(5.6	)	(7.6	)	(10.6	)
Changes in operating assets and liabilities:
Deferred policy acquisition costs		(3.2	)	(10.4	)	(9.2	)
Accrued investment income and other assets		4.4		2.1		0.1
Net prepaid pension expense		(4.3	)	(3.5	)	(4.7	)
Postretirement benefit liabilities		9.1		5.8		7.5
Reinsurance recoverable on losses and loss expenses payable and prepaid reinsurance premiums		10.7		(11.6	)	(6.2	)
Other liabilities and due to/from affiliates, net		26.3		0.2		16.5
Losses and loss expenses payable		11.6		38.8		42.1
Unearned premiums		(6.1	)	10.7		26.4
Federal income taxes		(5.8	)	4.4		3.7
Cash provided from adding Meridian Security Insurance Company and Meridian Citizens Mutual Insurance Company business to the reinsurance pool, effective 1/1/2005		54.0		—		—
Net cash provided by operating activities		226.3		147.6		138.0
Cash flows from investing activities:
Purchase of fixed maturities – available-for-sale		(539.1	)	(487.5	)	(566.1	)
Purchase of equity securities – available-for-sale		(109.2	)	(62.5	)	(72.6	)
Purchase of other invested assets		(3.0	)	(0.2	)	(7.6	)
Maturities, calls and pay downs of fixed maturities – available-for-sale		98.5		98.5		84.9
Sale of fixed maturities – available-for-sale		290.9		300.3		275.4
Sale of equity securities – available-for-sale		49.2		22.3		6.1
Net (additions) deductions of property and equipment		0.2		(1.3	)	(0.3	)
Net cash used in investing activities		(212.5	)	(130.4	)	(280.2	)
Cash flows from financing activities:
Proceeds from issuance of common stock		4.7		5.6		4.7
Payments to acquire treasury shares		—		—		(0.7	)
Payment of dividends		(8.6	)	(2.3	)	(2.0	)
Proceeds from terminating hedge derivatives		—		3.8		0.8
Proceeds from issuance of debt		—		—		115.5
Debt issuance costs		—		—		(2.1	)
Change in securities lending collateral		45.7		48.5		(79.4	)
Change in securities lending obligation		(45.7	)	(48.5	)	79.4
Payment of debt		(45.5	)	—		(30.0	)
Net cash (used in) provided by financing activities		(49.4	)	7.1		86.2
Net increase (decrease) in cash and cash equivalents		(35.6	)	24.3		(56.0	)
Cash and cash equivalents at beginning of year		64.3		40.0		96.0
Cash and cash equivalents at end of year	$	28.7		64.3		40.0
Supplemental disclosures:
Interest paid (affiliate $2.7, $1.9 and $2.8, respectively)	$	9.0		8.2		3.2
Federal income taxes paid	$	51.9		37.2		15.9

See accompanying notes to consolidated financial statements.

70

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

a. Principles of Consolidation

The consolidated financial statements include State Auto Financial Corporation (“State Auto Financial”) and its wholly-owned subsidiaries:

• State Auto Property and Casualty Insurance Company (“State Auto P&C”), a South Carolina corporation

• Milbank Insurance Company (“Milbank”), a South Dakota corporation

• Farmers Casualty Insurance Company (“Farmers”), an Iowa corporation

• State Auto Insurance Company of Ohio (“SA Ohio”), an Ohio corporation

• State Auto National Insurance Company (“SA National”), an Ohio corporation

• Stateco Financial Services, Inc. (“Stateco”), an Ohio corporation

• Strategic Insurance Software, Inc. (“S.I.S.”), an Ohio corporation

The financial statements include the operations and financial position of 518 Property Management and Leasing, LLC (“518 PML”), whose members are State Auto P&C and Stateco.

State Auto Financial, an Ohio corporation, is a majority-owned subsidiary of State Automobile Mutual Insurance Company (“Mutual”), an Ohio corporation. State Auto Financial and subsidiaries are referred to herein as the “Companies” or the “Company.” All significant intercompany balances and transactions have been eliminated in consolidation.

b. Description of Business

The Company, through State Auto P&C, Milbank, Farmers and SA Ohio, provides standard personal and commercial insurance to its policyholders. The Company’s principal lines of business include personal and commercial automobile, homeowners, commercial multi-peril, workers’ compensation, general liability and fire insurance. SA National provides nonstandard automobile insurance. State Auto P&C, Milbank, Farmers, SA Ohio and SA National operate primarily in the central and eastern United States, excluding New York, New Jersey and the New England states, through an independent insurance agency system. State Auto P&C, Milbank, Farmers, SA Ohio and SA National are chartered and licensed as property and casualty insurers in the states of South Carolina, South Dakota, Iowa and Ohio (SA Ohio and SA National), respectively, and are licensed in various other states. As such, they are subject to the regulations of the applicable Departments of Insurance of their respective states of domicile (the “Departments”) and the regulations of each state in which they operate. These property and casualty insurance companies undergo periodic financial examination by the Departments and insurance regulatory agencies of the states that choose to participate. A large portion of the Company’s revenues are derived from a reinsurance pooling agreement with Mutual. The nature of the underlying policies and geographical distribution of Mutual’s underwriting activity is similar to the Company.

Through State Auto P&C, the Company provides management and operation services under management agreements for all insurance and non-insurance affiliates.

Through Stateco, the Company provides investment management services to affiliated companies.

The Company, through S.I.S., develops and sells software for the processing of insurance transactions, database management for insurance agents and electronic interfacing of information between insurance

71

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

companies and agencies. S.I.S. sells services and products to insurance agencies and nonaffiliated insurers and their agencies. S.I.S. also delivers services and sells products to affiliated entities.

518 PML, an Ohio limited liability company, was formed to engage in the business of owning and leasing real and personal property to the Company’s affiliates.

c. Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which vary in certain respects from statutory accounting principles followed by State Auto P&C, Milbank, Farmers, SA Ohio and SA National that are prescribed or permitted by the Departments.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet, revenues and expenses for the period then ended, and the accompanying notes to the financial statements. Such estimates and assumptions could change in the future as more information becomes known which could impact the amounts reported and disclosed herein.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of losses and loss expenses payable. In connection with the determination of this estimate, management uses historical data, current business conditions and assumptions about future conditions to formulate estimates of the ultimate cost to settle claims. These estimates by their nature are subject to uncertainties for various reasons. The Company’s results of operations and financial condition could be materially impacted in future periods should the ultimate payments required to settle claims vary from the amount of the liability currently provided.

Certain items in the prior period consolidated financial statements have been reclassified to conform to the 2005 presentation.

d. Investments

All investments in fixed maturity and equity securities are classified as available-for-sale and, therefore, are carried at fair value. The unrealized holding gains or losses, net of applicable deferred taxes, are shown as a separate component of stockholders’ equity as “accumulated other comprehensive income” and as such are not included in the determination of net income. Realized gains and losses on the sale of investments are computed using the first-in, first-out method.

The Company regularly monitors its investments that have fair values less than cost or amortized cost for signs of other-than-temporary impairment. Among the factors that management considers are market conditions, the amount, timing and length of decline in fair value, events impacting the issuer and the Company’s positive intent and ability to hold the security until anticipated recovery or maturity. When a decline in value is deemed to be other-than-temporary, the investment cost is written down to fair value on the date the determination is made and a realized loss is recorded. The cost is not adjusted for any subsequent recovery in fair value.

e. Cash Equivalents

The Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents.

72

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

f. Deferred Policy Acquisition Costs

Acquisition costs, consisting of commissions, premium taxes and certain underwriting expenses that relate to and vary with the production of new and renewal property and casualty business, are deferred and amortized ratably over the contract period. The method followed in computing deferred policy acquisition costs limits the amount of such deferred costs to their estimated realizable value. In determining estimated realizable value, the computation gives effect to the premium to be earned, related investment income, losses and loss expenses to be incurred, and certain other costs expected to be incurred as premium is earned. These amounts are based on estimates and accordingly, the actual realizable value may vary from the estimated realizable value. Net deferred policy acquisition costs for the year ended December 31, are:

($ millions)	2005			2004		2003
Balance, beginning of year	$	97.5		87.1		77.9
Effect of January 1, 2005 pooling change (Note 6)		5.3		—		—
Acquisition costs deferred		255.0		237.7		218.1
Amortized to expense		(251.8	)	(227.3	)	(208.9	)
Balance, end of year	$	106.0		97.5		87.1

g. Federal Income Taxes

The Company files a consolidated federal income tax return, and pursuant to a written tax sharing agreement, each entity within the consolidated group pays its share of federal income taxes based on separate return calculations.

Income taxes are accounted for using the liability method. Using this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

h. Losses and Loss Expenses Payable

Losses and loss expenses payable are based on formula and case-basis estimates for reported claims and on estimates, based on experience and perceived trends, for unreported claims and loss expenses. The liability for unpaid losses and loss expenses, net of estimated salvage and subrogation recoverable of $28.3 million and $27.2 million at December 31, 2005 and 2004, respectively, has been established to cover the estimated ultimate cost of insured losses. The amounts are necessarily based on estimates of future rates of inflation and other factors, and accordingly, there can be no assurance that the ultimate liability will not vary materially from such estimates. The estimates are continually reviewed and adjusted as necessary; such adjustments are included in current operations (see Note 4). Anticipated salvage and subrogation is estimated using historical experience. As such, losses and loss expenses payable represent management’s best estimate of the ultimate liability related to reported and unreported claims.

i. Premium

Premiums are recognized as earned in proportion to the insurance protection provided using the monthly pro rata method over the contract period. Unearned premiums represent the portion of premiums written relative to the unexpired terms of coverage.

73

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

j. Other Comprehensive Income

Comprehensive income is defined as all changes in an enterprise’s equity during a period other than those resulting from investments by owners and distributions to owners. Comprehensive income includes net income and other comprehensive income. Other comprehensive income includes all other non-owner related changes to equity and includes net unrealized gains and losses on available-for-sale fixed maturities, equity securities, other invested assets and derivative instruments, adjusted for deferred federal income taxes.

k. Stock Compensation

The Company follows Accounting Principles Board Opinion 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related Interpretations in accounting for its employee and director share based awards using the intrinsic value method to account for stock-based compensation. Had compensation cost for the Company’s plans been determined based on the fair values at the grant dates consistent with the method of SFAS 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), the Company’s pro-forma net earnings and net earnings per share information would have been as follows:

Pro-forma Fair Value Method:

($ millions, except per share amounts)	2005			2004		2003
Net income as reported	$	125.9		110.0		63.6
Less pro-forma stock compensation expense, net of tax		(3.5	)	(2.8	)	(1.7	)
Pro-forma net income	$	122.4		107.2		61.9
Pro-forma net earnings per common share
Basic	$	3.04		2.69		1.58
Diluted	$	2.92		2.57		1.51

The fair value of share based awards granted to employees and directors in 2005, 2004 and 2003 were estimated at the date of grant using the Black-Scholes-Merton option-pricing model.

The weighted average fair values and related assumptions for options granted were as follows:

	2005			2004		2003
Fair value	$	10.38		13.08		7.09
Expected dividend yield		0.77	%	0.74	%	0.79	%
Risk free interest rate		3.8	%	4.2	%	2.7	%
Expected volatility factor		35.8	%	35.5	%	36.7	%
Expected life in years		6.7		6.8		7.2

l. New Accounting Standards

In September 2005, the Accounting Standards Executive Committee issued Statement of Position 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts” (“SOP 05-1”), which is to be effective for fiscal years beginning after December 15, 2006, with earlier adoption encouraged. SOP 05-1 provides guidance on accounting for deferred

74

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

acquisition costs on internal replacements of insurance contracts that are modifications to product features that occur by the exchange of a contract for a new contract. Insurance contracts issued by the Company include nonintegrated contract features as defined in SOP 05-1, or those that provide coverage that is underwritten and priced only for that incremental insurance coverage and do not result in reunderwriting or repricing of other components of the contract. Nonintegrated contract features do not change the existing base contract and do not require further evaluation under SOP 05-1. Given the nature of the policies written, the impact of SOP 05-1 upon implementation is not expected to be material.

In May 2005, the FASB issued FASB Statement 154, “Accounting Changes and Error Corrections” (“SFAS 154”) which replaces APB Opinion 20, “Accounting Changes” (“APB 20”) and FASB Statement 3, “Reporting Accounting Changes in Interim Financial Statements” (“SFAS 3”). SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires voluntary changes in accounting principles be recognized retrospectively to prior periods’ financial statements, rather than recognition in the net income of the current period. Retrospective application requires restatement of prior period financial statements as if that accounting principle had always been used. SFAS 154 carries forward without change the guidance contained in APB 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. The provisions of SFAS 154 are effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not believe SFAS 154 will have a material impact on the financial position or results of operation of the Company.

In December 2004, the FASB issued FASB Statement 123(R), “Share-Based Payment” (“SFAS 123(R)”), which is a revision of SFAS 123. SFAS 123(R) supersedes APB 25 and amends FASB Statement 95, “Statement of Cash Flows” (“SFAS 95”). SFAS 123(R) originally required adoption no later than July 1, 2005. In April 2005, the Securities and Exchange Commission (“SEC”) issued a release that amended the compliance dates for SFAS 123(R). Under the SEC’s new rule, the Company will be required to apply SFAS 123(R) as of January 1, 2006.

Generally, the approach in SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro-forma disclosure is no longer an alternative. SFAS 123(R) provides two alternative methods of adoption: the modified prospective transition or the modified retrospective transition. Under the modified prospective method, unvested stock based awards, that were granted prior to adoption, will continue to be accounted for in accordance with SFAS 123 except the compensation cost attributable to the unvested portion of the awards must be recognized in the income statement. Awards that are vested will not be recognized in the income statement. Under the modified retrospective method, prior periods are restated by recognizing compensation cost in the amounts previously reported in the pro-forma footnote disclosures under SFAS 123. Effective January 1, 2006, the Company has elected to adopt the fair-value-based method of accounting for share-based payments using the modified prospective method.

As permitted by SFAS 123, the Company currently accounts for share-based payments to employees using APB 25’s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Accordingly, the adoption of SFAS 123(R)’s fair value method will have a significant impact on the Company’s result of operations, although it will have no impact on overall financial position. The impact of adoption of SFAS 123(R) cannot be predicted at this time because it will be dependent on the levels and types of share-based payments granted in the future (see Note 12 for a description of share-based awards eligible under

75

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

the Company’s Equity Incentive Compensation Plan and Outside Directors Restricted Share Unit Plan approved by shareholders in 2005). However, had the Company adopted SFAS 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS 123 as described in the disclosure of pro forma net income and earnings per share in Note 1k. SFAS 123(R) also requires that the benefits of tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. While the Company cannot estimate what those amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amount of operating cash flows recognized in prior periods for such excess tax deductions were $1.8 million, $2.3 million and $2.1 million in 2005, 2004 and 2003, respectively.

Currently, under SFAS 123 for pro-forma disclosure, the Company uses the Black-Scholes-Merton formula to estimate the value of stock options granted to employees and will continue to use this acceptable option valuation model upon the required adoption of SFAS 123(R) on January 1, 2006. Under SFAS 123, the Company recognized compensation cost over the explicit service vesting period and will continue to do so for share-based awards granted prior to the adoption of SFAS 123(R). Upon adoption of SFAS 123(R), the compensation cost attributable to an award granted to an employee who becomes eligible to retire prior to the end of the vesting period will be recognized over the period until the earliest date of eligible retirement. Had compensation expense been accelerated due to retirement eligibility, pro-forma stock compensation expense, net of tax would have been $4.2 million, $2.9 million and $2.3 million in 2005, 2004 and 2003, respectively.

2. Investments

During 2005, the Company recognized realized losses on other-than-temporary impairments of $0.6 million on its fixed maturity portfolio and $1.0 million on its equity security portfolio, and in 2004, $0.2 million on its fixed maturity portfolio. The Company reviewed its investments at December 31, 2005, and determined no additional other-than-temporary impairment exists in the gross unrealized holding losses, as provided in the table below, due to the evidence that exists indicating temporary impairment.

Realized and unrealized gains and losses for the year ended December 31, are summarized as follows:

($ millions)	2005			2004		2003
Realized gains:
Fixed maturities	$	5.9		7.6		12.2
Equity securities		6.7		4.0		0.7
Total realized gains		12.6		11.6		12.9
Realized losses:
Fixed maturities		1.7		2.1		0.3
Equity securities		5.3		1.9		2.0
Total realized losses		7.0		4.0		2.3
Net realized gains on investments	$	5.6		7.6		10.6
Change in unrealized gains (losses):
Decrease in unrealized holding gains – fixed maturity securities	$	(30.2	)	(11.6	)	(5.5	)
Increase in unrealized holding gains – equity securities		0.6		11.9		20.4
Increase in unrealized holding gains – other invested assets		0.6		0.1		0.1
Change in deferred unrealized gain		—		—		(0.1	)
Deferred federal income taxes thereon		10.3		(0.2	)	(5.2	)
Increase (decrease) in net unrealized holding gains	$	(18.7	)	0.2		9.7

76

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

The cost or amortized cost and fair value of the Company’s investments are summarized as follows:

($ millions)	Cost or amortized cost		Gross unrealized holding gains		Gross unrealized holding losses			Fair value
Available-for-sale at December 31, 2005:
U.S. Treasury securities and obligations of U.S. government agencies	$	239.8	$	1.7	$	(3.0	)	$	238.5
Obligations of states and political subdivisions		1,097.3		26.5		(5.3	)		1,118.5
Corporate securities		14.0		0.7		(0.1	)		14.6
U.S. government agencies mortgage-backed securities		240.3		3.1		(3.6	)		239.8
Other debt securities		5.9		—		—			5.9
Total fixed maturities		1,597.3		32.0		(12.0	)		1,617.3
Equity securities		224.8		33.5		(2.7	)		255.6
Other invested assets		6.2		0.8		—			7.0
Total	$	1,828.3	$	66.3	$	(14.7	)	$	1,879.9

($ millions)	Cost or amortized cost		Gross unrealized holding gains		Gross unrealized holding losses			Fair value
Available-for-sale at December 31, 2004:
U.S Treasury securities and obligations of U.S. government agencies	$	328.2	$	4.6	$	(1.9	)	$	330.9
Obligations of states and political subdivisions		865.4		42.8		(1.8	)		906.4
Corporate securities		33.1		2.6		—			35.7
U.S. government agencies mortgage-backed securities		219.0		5.0		(1.1	)		222.9
Other debt securities		6.2		—		—			6.2
Total fixed maturities		1,451.9		55.0		(4.8	)		1,502.1
Equity securities		163.4		32.1		(1.9	)		193.6
Other invested assets		3.2		0.2		—			3.4
Total	$	1,618.5	$	87.3	$	(6.7	)	$	1,699.1

Deferred federal income taxes on the net unrealized holding gains for available-for-sale investments was $18.0 million and $28.2 million at December 31, 2005 and 2004, respectively.

77

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

At December 31, 2005 and 2004, there were no investments reflected in the tables below with an unrealized holding loss that had a fair value significantly below cost continually for more than one year. There are no individually material securities with an unrealized holding loss at December 31, 2005 and 2004. The following tables reflect the Company’s gross unrealized losses and fair value on its investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2005 and 2004:

At December 31, 2005	Less than 12 months						12 months or more						Total
Description of Securities	Fair Value		Unrealized Losses			Number of Positions	Fair Value		Unrealized Losses			Number of Positions	Fair Value		Unrealized Losses			Number of Positions
($ millions)
U.S. Treasury securities and obligations of U.S. government agencies	$	106.8	$	(1.3	)	48	$	53.0	$	(1.7	)	21	$	159.8	$	(3.0	)	69
Obligations of states and political subdivisions		375.4		(4.2	)	150		40.9		(1.1	)	17		416.3		(5.3	)	167
Corporate securities		1.0		—		1		2.0		(0.1	)	1		3.0		(0.1	)	2
U.S. government agencies mortgage backed securities		114.2		(1.8	)	38		61.5		(1.8	)	21		175.7		(3.6	)	59
Total fixed maturities		597.4		(7.3	)	237		157.4		(4.7	)	60		754.8		(12.0	)	297
Equity securities		45.9		(2.3	)	20		2.9		(0.4	)	1		48.8		(2.7	)	21
Total temporarily impaired securities	$	643.3	$	(9.6	)	257	$	160.3	$	(5.1	)	61	$	803.6	$	(14.7	)	318

At December 31, 2004	Less than 12 months						12 months or more						Total
Description of Securities	Fair Value		Unrealized Losses			Number of Positions	Fair Value		Unrealized Losses			Number of Positions	Fair Value		Unrealized Losses			Number of Positions
($ millions)
U.S. Treasury securities and obligations of U.S. government agencies	$	132.8	$	(1.9	)	48	$	—	$	—		—	$	132.8	$	(1.9	)	48
Obligations of states and political subdivisions		137.6		(1.7	)	71		2.5		(0.1	)	1		140.1		(1.8	)	72
Corporate securities		2.2		—		1		—		—		—		2.2		—		1
U.S. government agencies mortgage backed securities		67.4		(0.5	)	13		21.1		(0.6	)	8		88.5		(1.1	)	21
Total fixed maturities		340.0		(4.1	)	133		23.6		(0.7	)	9		363.6		(4.8	)	142
Equity securities		20.2		(1.9	)	11		1.1		—		1		21.3		(1.9	)	12
Total temporarily impaired securities	$	360.2	$	(6.0	)	144	$	24.7	$	(0.7	)	10	$	384.9	$	(6.7	)	154

See Note 1d for assessment of other-than-temporary impairments. The Company believes the above fixed maturity and equity securities unrealized losses are temporary as the Company has the positive ability and intent to hold the investments for a period of time sufficient for an anticipated market price recovery up to or beyond the cost of the investment or maturity. Also, for declines in value that are not solely attributable to interest rate movements, the Company considers positive evidence indicating that the cost of the investment is recoverable

78

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

within a reasonable period of time and evidence to the contrary in considering the severity and duration of the impairment in relation to the anticipated market price recovery.

The amortized cost and fair value of available-for-sale fixed maturities at December 31, 2005, by contractual maturity, are summarized as follows:

($ millions)	Amortized cost		Fair value
Due in 1 year or less	$	24.2	$	24.3
Due after 1 year through 5 years		49.3		49.5
Due after 5 years through 10 years		284.5		292.5
Due after 10 years		999.0		1,011.2
Mortgage-backed securities		240.3		239.8
Total	$	1,597.3	$	1,617.3

Expected maturities may differ from contractual maturities because the issuers may have the right to call or prepay the obligations with or without call or prepayment penalties.

Fixed maturities with fair values of approximately $52.5 million and $52.3 million were on deposit with regulators as required by law or specific escrow agreement at December 31, 2005 and 2004, respectively.

Components of net investment income for the year ended December 31, are summarized as follows:

($ millions)	2005		2004	2003
Fixed maturities	$	72.8	67.7	63.3
Equity securities		4.0	3.5	1.7
Cash and cash equivalents, and other		3.6	2.1	1.5
Investment income		80.4	73.3	66.5
Investment expenses		1.7	1.5	1.9
Net investment income	$	78.7	71.8	64.6

The Company participates in a securities lending program whereby certain fixed maturity and equity securities from the Company’s investment portfolio are loaned to other institutions for short periods of time. The Company requires collateral, equal to 102% of the market value of the loaned securities. Market values are determined as defined in Note 3 pertaining to investment securities. The collateral is invested by the lending agent, in accordance with Company’s guidelines, generating investment income, net of applicable fees. The Company accounts for this program as a secured borrowing and records the collateral held and corresponding liability to return the collateral on its balance sheet. At December 31, 2005 and 2004, the amount of collateral held was approximately, $99.0 million and $144.7 million, respectively, and the market value of securities lent was approximately $96.0 million and $140.4 million, respectively.

The Company’s current investment strategy does not rely on the use of derivative financial instruments. See Note 3 for additional fair value disclosures.

79

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

3. Fair Value of Financial Instruments

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Investment securities: Fair values for investments in fixed maturities are based on quoted market prices, where available. For fixed maturities not actively traded, fair values are estimated using values obtained from independent pricing services. The fair values for equity securities are based on quoted market prices.

Cash and cash equivalents: The carrying amounts reported in the balance sheets for these instruments approximate their fair value, because of their short-term nature.

Notes payable and interest swap: The Mutual note and Trust Preferred note (each as defined below) carrying amounts reported in the consolidated balance sheets for these instruments approximate their fair value as the interest rates adjust annually and quarterly, respectively. The $100.0 million, 6.25% Senior Notes (defined below) have a fair value of $101.3 million and $108.0 million at December 31, 2005 and 2004, respectively. The fair value of the Senior Notes is based on the quoted market price at December 31, 2005 and 2004.

($ millions)	December 31, 2005				December 31, 2004
	Carrying Value		Fair Value		Carrying Value		Fair Value
Fixed Maturities	$	1,617.3	$	1,617.3	$	1,502.1	$	1,502.1
Equity Securities		255.6		255.6		193.6		193.6
Other Invested Assets		7.0		7.0		3.4		3.4
Cash and Cash Equivalents		28.7		28.7		64.3		64.3
Notes Payable		118.7		116.8		164.5		169.0

4. Losses and Loss Expenses Payable

Activity in the liability for losses and loss expenses for the year ended December 31, are summarized as follows:

($ millions)	2005			2004		2003
Losses and loss expenses payable, at beginning of year	$	681.8		643.0		600.9
Less: reinsurance recoverable on losses and loss expenses payable		25.9		14.2		8.8
Net balance at beginning of year		655.9		628.8		592.1
Incurred related to:
Current year		657.7		641.4		653.0
Prior years		(44.3	)	(22.2	)	(1.8	)
Total incurred		613.4		619.2		651.2
Paid related to:
Current year		350.5		361.5		370.7
Prior years		242.8		230.6		243.8
Total paid		593.3		592.1		614.5
Impact of pooling change, January 1, 2005 (Note 6)		35.3		—		—
Net balance at end of year		711.3		655.9		628.8
Plus: reinsurance recoverable on losses and loss expenses payable		17.4		25.9		14.2
Losses and loss expenses payable, at end of year (affiliate $302.6, $296.9, and $303.9, respectively)	$	728.7		681.8		643.0

80

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

The Company recorded favorable loss reserve development in 2005, 2004 and 2003 of $44.3 million, $22.2 million and $1.8 million, respectively. Normal fluctuations and uncertainty associated with loss reserve development and claim settlement contributed to the favorable development in the respective calendar years. Impacting the 2005 development was favorable development of $5.8 million on 2004 and prior catastrophe losses, approximately $14.4 million of changes in ceded claim reserves along with lower cost projections for unallocated loss adjustment expense reserves.

5. Reinsurance

In the ordinary course of business, the Company assumes and cedes reinsurance with other insurers and reinsurers and is a member in various pools and associations. See Note 6a for discussion of reinsurance with affiliates. The voluntary arrangements provide greater diversification of business and limit the maximum net loss potential arising from large risks and catastrophes. Most of the ceded reinsurance is effected under reinsurance contracts known as treaties; the remainder is by negotiation on individual risks. Although the ceding of reinsurance does not discharge the original insurer from its primary liability to its policyholder, the insurance company that assumes the coverage assumes the related liability.

Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured business. The recoverability of these assets depends on the reinsurers’ ability to perform under the reinsurance agreements. The Company evaluates and monitors the financial condition and concentrations of credit risk associated with its reinsurers under voluntary reinsurance arrangements to minimize its exposure to significant losses from reinsurer insolvencies. The Company has reported ceded losses and loss expenses payable and prepaid reinsurance premiums with other insurers and reinsurers as assets. All reinsurance contracts provide for indemnification against loss or liability relating to insurance risk and have been accounted for as reinsurance.

Prior to the reinsurance transaction with Mutual under the Pooling Arrangement, as discussed in Note 6a, the effect of the Company’s external reinsurance on its balance sheets and income statements, are summarized as follows:

($ millions)	December 31
	2005			2004
Losses and loss expenses payable:
Direct	$	420.3		380.8
Assumed		5.8		4.1
Ceded		(11.9	)	(20.2	)
Net losses and loss expenses payable	$	414.2		364.7
Unearned premiums:
Direct	$	303.2		300.7
Assumed		1.3		1.4
Ceded		(5.9	)	(5.3	)
Net unearned premiums	$	298.6		296.8

81

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

($ millions)	Year ended December 31
	2005			2004		2003
Written premiums:
Direct	$	749.5		757.7		717.9
Assumed		6.0		6.2		5.1
Ceded		(16.9	)	(16.1	)	(13.4	)
Net written premiums	$	738.6		747.8		709.6
Earned premiums:
Direct	$	746.9		738.7		679.9
Assumed		6.1		6.1		4.9
Ceded		(16.4	)	(15.4	)	(12.8	)
Net earned premiums	$	736.6		729.4		672.0
Losses and loss expenses incurred:
Direct	$	455.7		459.1		447.3
Assumed		14.6		5.1		3.3
Ceded		(8.2	)	(17.1	)	(6.5	)
Net losses and loss expenses incurred	$	462.1		447.1		444.1

6. Transactions with Affiliates

a. Reinsurance

Prior to 2005, State Auto P&C, Milbank, Farmers, SA Ohio (the “STFC Pooled Companies”), State Auto Insurance Company of Wisconsin (“SA Wisconsin”) and State Auto Florida Insurance Company (“SA Florida”) participated in a quota share reinsurance pooling arrangement (the “Pooling Arrangement”) with Mutual. Effective January 1, 2005, the Pooling Arrangement was amended to add as participants Meridian Security Insurance Company (“Meridian Security”) and Meridian Citizens Mutual Insurance Company (“Meridian Citizens”), Indiana domiciled property and casualty insurers (collectively, the “Meridian Insurers”). Meridian Security is a wholly-owned subsidiary of Meridian Insurance Group, Inc. (“MIGI”), which is wholly-owned by Mutual. MIGI is party to an affiliation agreement with Meridian Citizens. SA Wisconsin and SA Florida are wholly owned subsidiaries of Mutual.

In conjunction with the Pooling Arrangement amendment, the STFC Pooled Companies received $54.0 million in cash from the Meridian Insurers which related to the additional net insurance liabilities assumed on January 1, 2005. The following table presents the impact on the Company’s balance sheet relating to the additional net insurance liabilities assumed on this date:

($ millions)
Losses and loss expense payable	$	35.3
Unearned premiums		24.0
Deferred policy acquisition costs		(5.3	)
Net cash received	$	54.0

82

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

Under the Pooling Arrangement, the STFC Pooled Companies, SA Wisconsin, SA Florida and the Meridian Insurers cede to Mutual all of their insurance business and assume from Mutual an amount equal to their respective participation percentages in the Pooling Arrangement. The STFC Pooled Companies’ pooling participation percentage remained at 80% under the amended pooling arrangement effective January 1, 2005. All premiums, losses and loss expenses and underwriting expenses are allocated among the participants on the basis of each Company’s participation percentage in the Pooling Arrangement. The Pooling Arrangement provides indemnification against loss or liability relating to insurance risk and has been accounted for as reinsurance.

The Pooling Arrangement does not relieve each individual pooled subsidiary of its primary liability as the originating insurer; consequently, there is a concentration of credit risk arising from business ceded to Mutual. As the Pooling Arrangement provides for the right of offset, the Company has reported losses and loss expenses payable and prepaid reinsurance premiums to Mutual as assets only in situations when net amounts ceded to Mutual exceed that assumed. The STFC Pooled Companies’ participation percentage was 80% for the years 2005, 2004 and 2003. All parties that participate in the Pooling Arrangement have an A.M. Best rating of A+ (Superior).

The following provides a summary of the reinsurance transactions on the Company’s balance sheets and income statements for the Pooling Arrangement between the STFC Pooled Companies and Mutual:

($ millions)	December 31
	2005			2004
Losses and loss expenses payable:
Ceded	$	(382.4	)	(324.6	)
Assumed		685.0		621.5
Net assumed	$	302.6		296.9
Unearned premiums:
Ceded	$	(283.9	)	(275.1	)
Assumed		412.3		388.0
Net assumed	$	128.4		112.9

($ millions)	Year ended December 31
	2005			2004		2003
Written premiums:
Ceded	$	(685.8	)	(671.1	)	(616.6	)
Assumed		993.9		949.4		917.1
Earned premiums:
Ceded	$	(676.8	)	(646.3	)	(578.2	)
Assumed		994.4		932.5		889.6
Losses and loss expenses incurred:
Ceded	$	(423.4	)	(388.2	)	(372.9	)
Assumed		579.5		567.6		594.8

The STFC Pooled Companies, SA National, Mutual, SA Wisconsin, SA Florida and the Meridian Insurers are collectively referred to as the “State Auto Group.”

83

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

State Auto P&C assumes catastrophe reinsurance from the State Auto Group in the amount of $100.0 million excess of $120.0 million in exchange for a premium paid by each reinsured company. Under this agreement, the Company has assumed from Mutual and its affiliates premiums written and earned of $2.7 million, $2.7 million and $2.8 million for 2005, 2004 and 2003, respectively. There have been no losses assumed under this agreement. The catastrophe reinsurance program with State Auto P&C has been excluded from the Pooling Arrangement.

The Credit Facility (defined below) replaces a credit agreement dated in November 2003, (the “Old Credit Agreement”), among SAF Funding Corporation, a special purpose company (“SPC”), a financial institution and a syndicate of other lenders (the “Lenders”), which expired in accordance with its terms in November 2005. The Credit Facility provides State Auto Financial with greater flexibility than this prior arrangement. The Old Credit Agreement and related agreements were part of a structured contingent financing arrangement which provided State Auto Financial with up to $100.0 million of funding for reinsurance purposes if the State Auto Group were to incur catastrophe losses in excess of $120.0 million. In the event of an applicable catastrophic loss, this structured contingent financing arrangement provided that State Auto Financial would sell redeemable preferred shares to SPC which would borrow the money necessary for such purchase from the Lenders. State Auto Financial would then contribute to State Auto P&C the funds received from the sale of its preferred shares, thereby preserving the statutory surplus of State Auto P&C. State Auto P&C would use the contributed capital to pay its direct catastrophe losses and losses assumed under the intercompany catastrophe reinsurance agreement. State Auto Financial was obligated to repay SPC (which would repay the Lenders) by redeeming the preferred shares in ten semiannual installments. In the event of a default by State Auto Financial, the obligation to repay SPC was secured by a Put Agreement among State Auto Financial, Mutual and the Lenders, under which Mutual would be obligated to either purchase the preferred shares from SPC or repay SPC for the loan(s) outstanding.

For the period October 1, 2001 through December 31, 2003, Mutual entered into a stop loss reinsurance arrangement (“Stop Loss”) with the STFC Pooled Companies. Under the Stop Loss, Mutual agreed to participate in the Pooling Arrangement’s quarterly underwriting losses and gains in the manner described. If the Pooling Arrangement’s statutory loss and loss adjustment expense ratio (loss ratio) was between 70.75% and 80% (after the application of all available reinsurance), Mutual reinsured the STFC Pooled Companies 27% of the Pooling Arrangement’s losses in excess of a loss ratio of 70.75% up to 80.00%. The STFC Pooled Companies were responsible for their share of the Pooling Arrangement’s losses over the 80% threshold. Also, Mutual had the right to participate in the profits of the Pooling Arrangement. Mutual assumed 27% of the Pooling Arrangement’s underwriting profits attributable to loss ratios less than 69.25%, but more than 59.99%. During 2003, the STFC Pooled Companies ceded to Mutual, $5.6 million in losses and $12.8 million in premiums under the Stop Loss. The Stop Loss ceased at December 31, 2003.

As of July 1, 2005, SA National and Mutual terminated a reinsurance agreement between the parties that included excess of loss and quota share coverages. SA National and Mutual mutually agreed to terminate the reinsurance agreement because of SA National’s stronger surplus position, relative to the commencement date of the agreement, which makes it more efficient for SA National to retain such exposures rather than to reinsure them. Under the terms of the termination, Mutual will continue to be liable, with respect to policies in force at the termination date, for occurrences until the expiration, cancellation or next anniversary, not to exceed one year.

84

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

The following provides a summary of the ceding reinsurance transactions on the Company’s balance sheet and income statement for the reinsurance agreement between SA National and Mutual:

($ millions)	2005		2004
Balance sheet:
Losses and loss expenses payable	$	5.5	5.7
Unearned premiums	$	0.2	3.0

($ millions)	2005		2004	2003
Income statement:
Written premiums	$	3.8	10.7	12.8
Earned premiums	$	6.6	11.5	12.8
Losses and loss expenses incurred	$	4.8	7.3	9.2

b. Intercompany Balances

Pursuant to the Pooling Arrangement, Mutual receives all premiums and pays all losses and expenses associated with the insurance business produced by the pool participants and then settles the intercompany balances generated by these transactions with the participating companies on a quarterly basis within 45 days following each quarter end. No interest is paid on this balance. When settling the intercompany balances, Mutual provides the pool participants with full credit for the premiums written and net losses paid during the quarter and retains all receivable amounts from insureds and agents and reinsurance recoverable on paid losses from unaffiliated reinsurers. Any receivable amounts that are ultimately deemed to be uncollectible are charged-off by Mutual and allocated to the pool member on the basis of pool participation. As a result, the Company has an off-balance sheet credit–risk related to the balances due to Mutual from insureds, agents and reinsurers, which is offset by the unearned premium from the respective policies. The Company’s share of the premium balances due to Mutual from agents and insureds at December 31, 2005 and 2004 is approximately $255.1 million and $214.2 million, respectively.

c. Notes Payable

In 1999, State Auto Financial entered into a line of credit agreement with Mutual for $45.5 million in conjunction with its stock repurchase program. Principal payment was due on demand, but not later than December 31, 2005. The interest rate was adjustable annually at January 1 to reflect adjustments in the then current prime lending rate less 1.75% as well as State Auto Financial’s current financial position and for the years 2005, 2004 and 2003 was 3.50%, 2.25% and 2.50%, respectively. On December 27, 2005, State Auto Financial repaid its $45.5 million outstanding line of credit with Mutual.

On May 22, 2003, STFC Capital Trust I, State Auto Financial’s Delaware business trust subsidiary (the “Capital Trust”), issued $15.0 million liquidation amount of its capital securities to a third party. In connection with the Capital Trust’s issuance of the capital securities and the related purchase by State Auto Financial of all of the Capital Trust’s common securities (liquidation amount of $0.5 million included in other invested assets), State Auto Financial issued to the Capital Trust $15.5 million aggregate principal amount of Floating Rate Junior Subordinated Debt Securities due 2033 (the “Subordinated Debentures”). The sole assets of the Capital Trust are the Subordinated Debentures and any interest accrued thereon. Interest on the Capital Trust’s capital and

85

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

common securities (the “Trust Securities”) is payable quarterly at a rate equal to the three-month LIBOR rate plus 4.20%, adjusted quarterly (total 8.61% at December 31, 2005). Prior to May 2008, the interest rate may not exceed 12.5% per annum. The interest rate and interest payment dates on the Subordinated Debentures are the same as the interest rate and interest payment dates on the Trust Securities. In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities, effective for reporting periods beginning after June 15, 2003. As a result of the Company’s adopting FIN 46 effective July 1, 2003, the financial statements of the Capital Trust are not consolidated within the accompanying financial statements of the Company.

The Trust Securities are mandatorily redeemable on May 23, 2033, and may be redeemed at any time on and after May 23, 2008, at 100% of the principal amount thereof plus unpaid interest. The Trust Securities may be redeemed in whole, but not in part, at any time within 90 days following the occurrence of a “Tax Event” or “Investment Company Event” (as defined in the declaration of trust) (a) if such Tax Event or Investment Company Event occurs on or after May 23, 2008, at a redemption price equal to 100% of the principal amount thereof plus unpaid interest, and (b) if such Tax Event or Investment Company Event occurs prior to May 23, 2008, at a redemption price equal to the greater of 100% of the principal amount thereof plus accrued interest and a “make-whole” amount. The Subordinated Debentures are subject to these same redemption terms. The obligations under the Subordinated Debentures and related agreements, taken together, constitute a full and unconditional guarantee of payments due on the Trust Securities. No deferments have been made under the plan.

State Auto Financial has the right, at any time, to defer payments of interest on the Subordinated Debentures for up to 20 consecutive quarterly payment periods. Consequently, distributions on the Trust Securities would be deferred (though such distributions would continue to accrue with interest since interest would accrue on the Subordinated Debentures during any such extended interest payment period). In no case may the deferral of payments and distributions extend beyond the stated maturity dates of the respective securities. During such deferments, State Auto Financial may not declare or pay any dividends on, or purchase any of, its capital stock, make any principal or interest payments on debt securities that rank in all respects equally with or subordinated to the Subordinated Debentures, or make any payment under guarantees that rank in all respects equally with or subordinated to State Auto Financial’s guaranty of the Trust Securities.

The Subordinated Debentures are unsecured and subordinated to all of the Company’s existing and future senior indebtedness. As sponsor of the Capital Trust, State Auto Financial incurred security issuance costs related to the Trust Preferred Capital Securities and Subordinated Debentures of $0.5 million, which is recorded in other assets and is being amortized into interest expense ($18,000 for 2005 and 2004) as the underlying interest expense is recognized on the Trust Securities.

d. Management Services

Stateco provides Mutual and its affiliates investment management services. Investment management income is recognized quarterly based on a percentage of the average fair value of investable assets and the equity portfolio performance of each company managed. Revenue related to these services amounted to $2.3 million, $2.5 million and $2.2 million in 2005, 2004 and 2003, respectively, and is included in other income (affiliates).

State Auto P&C provides management and operation services to certain of Mutual’s insurance affiliates for a fee. Revenue relating to these services amounted to $0.3 million, $1.0 million and $1.1 million in 2005, 2004 and 2003, respectively, and is included in other income (affiliates).

e. Other Transactions

State Auto P&C’s December 31, 1990 liability for losses and loss expenses of $65.5 million has been guaranteed by Mutual. Pursuant to the guaranty agreement, all ultimate adverse development of the

86

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

December 31, 1990 liability, if any, is to be reimbursed by Mutual to State Auto P&C in conformance with pooling percentages in place at that time. As of December 31, 2005, there has been no adverse development of the liability.

7. Notes Payable and Derivatives

In November 2003, State Auto Financial issued $100.0 million unsecured senior notes (“Senior Notes”) bearing interest fixed at 6.25% due November 15, 2013. Interest on the Senior Notes is payable May 15 and November 15 of each year beginning May 15, 2004. The Senior Notes are general unsecured obligations ranking senior to all existing and future subordinated indebtedness and equal with all existing and future senior indebtedness. The Senior Notes are not guaranteed by any of the Company subsidiaries and thereby are effectively subordinated to all Company subsidiaries’ existing and future indebtedness. State Auto Financial may redeem the Senior Notes in whole at any time or in part from time to time at State Auto Financial’s option, on at least 30 but not more than 60 days’ prior written notice, at a redemption price equal to the greater of the principal amount of such notes being redeemed on the redemption date or the make whole amount, based on U.S. Treasury rates as defined by the Senior Notes, plus in each case, accrued and unpaid interest, if any, on the Senior Notes to the redemption date. The Senior Notes issued contain certain covenants as defined in the notes, which among other things, limit State Auto Financial and its subsidiaries ability to issue indebtedness secured by the capital stock of certain State Auto Financial subsidiaries and sell the capital stock of certain State Auto Financial subsidiaries. The Senior Notes also contain a covenant that requires State Auto Financial to take certain actions in the event it engages in mergers, consolidations or sales of all or substantially all of the assets and prohibits State Auto Financial from engaging in such transaction if the Company is in default under the Senior Notes. State Auto Financial incurred $1.5 million in issuance costs related to the Senior Notes, which is recorded in other assets and is being amortized into interest expense ($0.1 million for 2005 and 2004) as the underlying interest expense is recognized on the Trust Securities.

In October 2003, State Auto Financial entered into an interest rate swap contract for a notional amount of $25.0 million as a hedge on the ten year treasury rate in connection with the forecasted issuance of the Senior Notes. The swap contract was designated as a cash flow hedge and settled in November 2003, the pricing date of the Senior Notes, with the Company receiving $0.8 million. The gain has been recorded in accumulated other comprehensive income and is being amortized as an offset to interest expense ($0.1 million for 2005 and 2004) as the underlying interest expense is recognized for the Senior Notes.

In November 2003, State Auto Financial entered into an interest rate swap contract for a notional amount of $50.0 million receiving semiannual payments at a fixed rate of 6.25% and making semiannual payments at a variable rate equal to six month LIBOR plus 1.25 percent with LIBOR to be determined the last day of each interest reset period (total 2.47% at December 31, 2003). The swap contract was designated as a fair value hedge to protect against changes in fair value of the Senior Notes. Recorded in other assets at December 31, 2003, the fair market value of the fixed to floating interest rate swap was $0.5 million of which $0.2 million related to net accrued interest to be received and reduce reported interest expense in the period. During March 2004, State Auto Financial terminated its interest rate swap contract entered into in November 2003 and received proceeds of $2.9 million. Of the $2.9 million received, $2.3 million settled future net swap payments and was deferred in notes payable and will be amortized as an offset to interest expense over the life of the Senior Notes. The remaining $0.6 million related to net swap payments from inception to termination and was recorded as an offset to interest expense.

In May 2004, State Auto Financial entered into an interest rate swap contract for a notional amount of $50.0 million, receiving semiannual payments at a fixed rate of 6.25% and making semiannual payments at a variable

87

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

rate equal to the six month LIBOR plus 0.94% with LIBOR to be determined the last day of each interest reset period. The swap contract was designated as a fair value hedge to protect against changes in fair value of the Senior Notes. During August 2004, State Auto Financial terminated the interest rate swap contract entered into in May 2004 and received proceeds of $1.8 million. Of the $1.8 million received, $1.5 million settled future net swap payments and was deferred in notes payable and will be amortized as an offset to interest expense over the life of the Senior Notes. The remaining $0.3 million related to net swap payments from inception to termination and was recorded as an offset to interest expense. The amount of hedge ineffectiveness, in all periods presented, was not material.

In November 2005, State Auto Financial entered into a Credit Agreement (the “Credit Agreement”) with a financial institution and a syndicate of other lenders to provide for a $100.0 million five-year unsecured revolving credit facility (the “Credit Facility”). During the term of the Credit Facility, State Auto Financial has the right to increase the total facility amount by $25.0 million, up to a maximum total facility amount of $125.0 million, provided that no event of default has occurred and is continuing. The Credit Facility is available for general corporate purposes, including working capital and acquisitions, and for catastrophic loss purposes. At the present time, the Company intends to use the Credit Facility for catastrophe loss purposes. The Credit Facility provides for interest-only payments during its term, with principal due in full at maturity. Interest is based on either a London interbank market rate or a base rate plus a calculated margin amount. In addition to paying a quarterly fee to have these funds available, the Credit Agreement contains certain covenants, including financial covenants that require State Auto Financial to (i) maintain a minimum net worth, (ii) not exceed a certain debt to capitalization ratio and (iii) not go below a certain fixed charge coverage ratio. As of December 31, 2005, State Auto Financial had no borrowings under the Credit Agreement and was in compliance with all its covenants.

See discussion of affiliate notes payable at Note 6c. Notes payable at December 31, consisted of the following:

($ millions, except interest rates)	2005						2004
	Carrying Value		Fair Value		Interest Rate		Carrying Value		Fair Value		Interest Rate
Senior Notes due 2013: issued $100.0, November 2003 with fixed interest	$	103.2	$	101.3	6.25	%	$	103.5	$	108.0	6.25	%
Affiliate subordinated debentures due 2033: issued $15.5, May 2003 with variable interest (see Note 6c)		15.5		15.5	8.61			15.5		15.5	6.60
Affiliate note payable due on demand prior to December 31, 2005: issued $45.5, June 1999 with variable interest (see Note 6c)		—		—	—			45.5		45.5	3.50
Total Notes Payable	$	118.7	$	116.8			$	164.5	$	169.0

88

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

8. Federal Income Taxes

A reconciliation between actual federal income tax expense (benefit) and the amount computed at the indicated statutory rate for the year ended December 31, is summarized as follows:

($ millions)	2005			%		2004			%		2003			%
Amount at statutory rate	$	60.2		35		$	53.1		35		$	29.1		35
Tax-free interest and dividends received deduction		(14.0	)	(8	)		(11.2	)	(7	)		(9.7	)	(12	)
Other, net		(0.1	)	—			(0.3	)	(1	)		0.3		1
Effective tax and rate	$	46.1		27		$	41.6		27		$	19.7		24

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities as of December 31, are presented below:

($ millions)	2005		2004
Deferred tax assets:
Unearned premiums not currently deductible	$	29.9	28.5
Losses and loss expenses payable discounting		24.6	23.1
Postretirement benefit liabilities		22.9	20.2
Other		7.4	5.8
Total deferred tax assets		84.8	77.6
Deferred tax liabilities:
Deferral of policy acquisition costs		37.1	34.1
Net prepaid pension expense		18.8	17.8
Unrealized holding gains on investments		18.0	28.2
Other		0.8	0.7
Total deferred tax liabilities		74.7	80.8
Net deferred tax asset (liability)	$	10.1	(3.2	)

The Company is required to establish a valuation allowance for any portion of the deferred tax asset that management believes will not be realized. In the opinion of management, it is more likely than not that the Company will realize the benefit of the deferred tax assets and, therefore, no such valuation allowance has been established.

9. Pension and Postretirement Benefit Plans

The Company provides a defined benefit plan for its eligible employees. Substantially all Company employees become eligible to participate the year after becoming 20 years of age and vest with 5 years of credited service or attained age 65. The Company’s policy is to fund pension costs in accordance with the requirements of the Employee Retirement Income Security Act of 1974. Benefits are determined by applying factors specified in the plan to a participant’s defined average annual compensation.

In addition to the pension benefit plan, the Company provides a postretirement benefit plan including certain health care and life insurance benefits for its eligible retired employees. Substantially all of the Company’s

89

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

employees may become eligible for these postretirement benefits if they retire between age 55 and 65 with 15 years or more of service or if they retire at age 65 or later with 5 years or more of service.

On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was signed into law. The Act expanded Medicare to include, for the first time, coverage for prescription drugs. In May of 2004, the FASB issued FASB Staff Position 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (“FSP 106-2”). FSP 106-2 provided guidance on accounting for the effects of the Act for employers that sponsor postretirement health care plans that provide drug benefits. The Company and its actuarial advisors completed a review of its plan provisions and concluded that the benefits provided by its plan are actuarially equivalent to Medicare Part D and will be entitled to the subsidy. The Company determined that the enactment of the Act was not a significant event and incorporated the effect of the Act in the most recent measurement date pursuant to FSP 106-2.

The Company used September 30, 2005 and 2004, to determine the pension and postretirement benefit measurements. The accumulated benefit obligation with respect to the pension benefit plan was $171.8 million and $148.3 million as of December 31, 2005 and 2004, respectively.

Information regarding the Company’s pension and postretirement benefit plans’ change in benefit obligation, plan assets and funded status as of December 31, are as follows:

($ millions)	Pension					Postretirement
	2005			2004		2005		2004
Change in benefit obligation:
Benefit obligation at beginning of year	$	175.4		164.0		101.5		79.1
Change in plan provisions		—		1.9		—		—
Service cost		8.0		7.8		4.4		3.6
Interest cost		11.2		10.4		6.5		5.0
Actuarial loss		23.2		1.3		(0.3	)	16.8
Contributions		—		—		(2.9	)	(3.0	)
Benefits paid		(11.0	)	(10.0	)	—		—
Benefit obligation at end of year	$	206.8		175.4		109.2		101.5
Change in plan assets:
Fair value of plan assets at beginning of year	$	176.8		161.0		2.1		2.0
Employer contribution		7.5		9.5		—		—
Actual gain return on plan assets		10.1		16.3		—		—
Benefits paid		(11.0	)	(10.0	)	—		—
Expected return on plan assets		—		—		0.1		0.2
Loss on assets		—		—		(0.1	)	(0.1	)
Fair value of plan assets at end of year	$	183.4		176.8		2.1		2.1
Funded status	$	(23.5	)	1.3		(107.1	)	(99.5	)
Unrecognized transition asset		(3.6	)	(4.2	)	—		—
Unrecognized prior service cost		3.9		4.3		3.7		4.1
Unrecognized net loss		82.4		53.5		18.5		19.4
Net prepaid benefit (accrued obligation) at end of year		59.2		54.9		(84.9	)	(76.0	)
Amounts recognized in the statement of financial position consist of the following:
SERP (definition follows) liability		—		—		(4.3	)	(4.1	)
Net prepaid benefit (accrued obligation) recognized	$	59.2		54.9		(89.2	)	(80.1	)

90

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

Information regarding the Company’s pension and postretirement benefit plans’ components of net periodic (benefit) cost for the year ended December 31, are as follows:

($ millions)	Pension							Postretirement
	2005			2004		2003		2005		2004		2003
Components of net periodic (benefit) cost:
Service cost	$	8.0		7.8		7.0		4.4		3.6		3.2
Interest cost		11.2		10.4		9.9		6.5		5.0		4.7
Expected return on plan assets		(16.9	)	(16.8	)	(16.7	)	(0.2	)	(0.2	)	(0.2	)
Amortization of prior service cost		0.4		0.3		0.3		0.5		0.5		0.5
Amortization of transition asset		(0.6	)	(0.6	)	(0.7	)	—		—		—
Amortization of net gain		1.1		0.4		—		0.6		—		—
Net periodic (benefit) cost	$	3.2		1.5		(0.2	)	11.8		8.9		8.2

The Company had no additional minimum liability included in other comprehensive income for the pension plan for 2005, 2004 and 2003.

Summarized in the following table are the weighted average assumptions used to determine the Company’s benefit obligations for the year ended December 31:

	Pension				Postretirement
	2005		2004		2005		2004
Benefit obligations weighted-average assumptions:
Discount rate	5.75	%	6.50	%	5.75	%	6.50	%
Rates of increase in compensation levels	5.00		5.00		—		—

Summarized in the following table are the weighted average assumptions used to determine the Company’s net periodic benefit cost for the years ended December 31, 2005, 2004 and 2003:

	Pension						Postretirement
	2005		2004		2003		2005		2004		2003
Weighted-average assumptions:
Discount rate	6.50	%	6.50	%	6.75	%	6.50	%	6.50	%	6.75	%
Expected long-term rate of return on assets	9.00		9.00		9.00		9.00		9.00		9.00
Rates of increase in compensation levels	5.00		5.00		5.00		—		—		—

The Company’s defined benefit plan obligations are long-term in nature and consequently the investment strategies have a long-term time horizon. In establishing the long term rate of return assumption on plan assets, management, along with its pension consulting actuary, reviews the historical performance of the plan assets and the stability in mix of investment portfolio. The expected inflation rate and expected real rates of return of applicable asset classes are then determined to assist in setting appropriate assumptions. The relatively stable investment strategy between fixed maturities and equity securities has produced a 10 year average rate of return on plan assets through September 30, 2005 of 9.51%.

91

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

The assumed health care cost trend rates used for the year ended December 31, are as follows:

	Postretirement
	2005		2004		2003
Assumed health care cost trend rates:
Health care cost trend rate assumed for the next year	10.00	%	10.00	%	9.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.00	%	5.00	%	5.00	%
Year that the rate reaches the ultimate trend rate	2010		2009		2008

The assumed health care cost trend rates have a significant effect on the amounts reported for the postretirement plan. A one percentage point change in assumed health care cost trend rates would have the following effects for the year ended December 31, 2005:

($ millions)	Postretirement
	Increase		(Decrease)
One percentage point change:
Effect on total service and interest cost	$	2.6	$	(2.0	)
Effect on accumulated postretirement benefit obligation		22.6		(17.9	)

The Company’s pension and postretirement benefit plans’ weighted average asset allocations by asset category at the plans’ measurement date of September 30, 2005 and 2004, respectively, are as follows:

	Pension				Postretirement
	2005		2004		2005		2004
Asset Category:
Equity securities	65.4	%	59.8	%	—		—
Fixed maturity securities	34.5		39.2		100.0	%	100.0	%
Preferred securities	—		1.0		—		—
Cash and cash equivalents	0.1		—		—		—
Total	100.0		100.0		100.0		100.0

The plan’s investment policy objective is to preserve the investment principal while generating income and appreciation in fair value to meet the plans’ obligations. The plans’ investment strategy and risk tolerance is balanced between meeting cash obligation requirements and a long term relatively high risk tolerance. Since the nature and timing of the plans’ liabilities and cash requirements are predictable, the liquidity requirements are somewhat moderate. Therefore, the Trustees of the plan have authorized that at least 75% of the plans’ assets should be in public marketable securities. Bond investments will normally range from 10 to 20 years in maturity. Debt instruments, convertible debt and preferred stock are rated “A” or better by two major rating services. The equity portfolio is comprised primarily of large capitalization, high quality stocks with a strong earnings growth and dividends payment history. Total holding of a specific stock cannot exceed 2% of the outstanding stock. No one equity holding can be greater than 5% of the total equity portfolio. Total holdings of bonds and stocks of any one corporation cannot exceed 5% of assets.

92

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

The following table summarizes the plans’ permitted asset allocation exposure range as a percent of total assets’ fair market value:

Investment Instrument:	Exposure Range
	(0 to 100%)
Cash and cash equivalents	10
U.S. governments debt	100
U.S. government agencies debt	50
Corporate debt	20
Preferred securities	10
Equity securities	70
Convertible securities	25
Private placement and other	6

The actuarially prepared funding amount to the pension plan ranges from the minimum amount the Company would be required to contribute to the maximum amount that would be deductible for tax purposes. Contributed amounts in excess of the minimum amounts are deemed voluntary. Amounts in excess of the maximum amount would be subject to an excise tax and may not be deductible for tax purposes. This range is generally not determined until the second quarter with respect to the contribution year. The Company expects to contribute approximately $10.0 million during 2006 to its pension plan, depending on the actuarially calculated funding requirements of such plan. Postretirement and SERP plan payments are deductible for tax purposes when paid.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

($ millions)	Pension		Postretirement
2006	$	7.9	3.4
2007		7.9	3.7
2008		8.0	3.9
2009		8.2	4.3
2010		8.4	4.7
2011 and thereafter		55.2	31.0

All Company and affiliate personnel are employees of State Auto P&C. The Company, through State Auto P&C, provides management and operation services under management agreements for all insurance and non-insurance affiliates. The net prepaid pension expense is carried on the financial statements of the Company, and the annual periodic pension benefit or cost is allocated to affiliated companies based on allocations pursuant to intercompany management agreements. The Company’s share of the 2005 and 2004 net periodic costs were $3.2 million and $1.5 million, respectively, and for 2003 net periodic benefit was $0.2 million.

The postretirement net accrued obligation is also carried on the financial statements of the Company and the annual periodic postretirement benefit or cost is allocated to affiliated companies based on allocations pursuant to intercompany management agreements. The Company’s share of the 2005, 2004 and 2003 net periodic costs were $11.8 million, $8.9 million and $8.2 million, respectively.

93

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

Also, the Company has a supplemental executive retirement plan (“SERP”) for which the accrued obligation at December 31, 2005 and 2004 was $4.3 million and $4.1 million, respectively, that is included in the balance sheet postretirement benefit liabilities amount.

The Company maintains a defined contribution plan that covers substantially all employees of the Company. The Company matches the first 2% of contributions of participants’ salary at the rate of 75 cents for each dollar contributed. Participant contributions of 3% to 6% are matched at a rate of 50 cents for each dollar contributed. The Company’s share of the expense under the plan totaled $2.4 million, $2.2 million and $2.1 million for the years 2005, 2004 and 2003, respectively.

10. Stockholders’ Equity

a. Treasury Shares

On March 1, 2002, the State Auto Financial’s Board of Directors approved a plan to repurchase up to 1.0 million shares of common stock from the public over a period extending to and through December 31, 2003. Through December 31, 2003, State Auto Financial repurchased 0.5 million shares from the public under this plan of which 0.1 million was purchased during 2003. Repurchases during 2003 were funded through dividends from subsidiaries.

b. Dividend Restrictions and Statutory Financial Information

State Auto P&C, Milbank, Farmers, SA Ohio and SA National are subject to regulations and restrictions under which payment of dividends from statutory earned surplus can be made to State Auto Financial during the year without prior approval of regulatory authorities. Pursuant to these rules, approximately $121.2 million, less any dividend payments in the preceding twelve month period, is available for payment to State Auto Financial in 2006 without prior approval. State Auto Financial received dividends of $40.5 million and $12.0 million from its insurance subsidiaries in 2005 and 2004, respectively.

Reconciliations of statutory capital and surplus and net income (loss), as determined using statutory accounting principles, to the amounts included in the accompanying consolidated financial statements as of December 31, are as follows:

($ millions)	2005			2004
Statutory capital and surplus of insurance subsidiaries	$	706.1		628.5
Net deficit of non-insurance parent and affiliates		(67.1	)	(103.6	)
		639.0		524.9
Increases (decreases):
Deferred policy acquisition costs		106.0		97.5
Net prepaid pension expense		59.2		54.9
Postretirement benefit liability		(31.7	)	(27.8	)
Deferred federal income taxes		(34.7	)	(45.1	)
Fixed maturities at fair value		20.1		50.2
Other, net		5.6		3.6
Stockholders’ equity per accompanying consolidated financial statements	$	763.5		658.2

94

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

($ millions)	Year ended December 31
	2005			2004		2003
Statutory net income of insurance subsidiaries	$	123.7		109.8		54.5
Net income (loss) of non-insurance parent and affiliates		(2.1	)	(0.6	)	1.6
		121.6		109.2		56.1
Increases (decreases):
Deferred policy acquisition costs		8.5		10.4		9.2
Net prepaid pension benefit		(3.2	)	(1.5	)	0.2
Postretirement benefit expense		(3.9	)	(3.2	)	(2.6	)
Deferred federal income taxes		2.7		(1.4	)	(1.2	)
Other, net		0.2		(3.5	)	1.9
Net income per accompanying consolidated financial statements	$	125.9		110.0		63.6

11. Preferred Stock

State Auto Financial has authorized two classes of preferred stock. For both classes, upon issuance, the Board of Directors has authority to fix and determine the significant features of the shares issued, including, among other things, the dividend rate, redemption price, redemption rights, conversion features and liquidation price payable in the event of any liquidation, dissolution, or winding up of the affairs of State Auto Financial.

The Class A preferred stock is not entitled to voting rights until, for any period, dividends are in arrears in the amount of six or more quarterly dividends.

12. Stock Incentive Plans

The Company maintains stock-based compensation plans for its key employees and outside, or non-employee, directors. The stock-based compensation plan for key employees is the Amended and Restated Equity Incentive Compensation Plan (the “Equity Plan”). In May 2005, the Company’s shareholders approved amendments to, and a restatement of, the Equity Plan, which was formerly called the 2000 Stock Option Plan. The stock-based compensation plan for outside directors is the Outside Directors Restricted Share Unit Plan (the “Outside Directors RSU Plan”), which was approved by the Company’s shareholders in May 2005. The Outside Directors RSU Plan replaced the 2000 Directors Stock Option Plan for outside directors (the “Outside Directors Stock Option Plan”).

The 2000 Stock Option Plan provided only for the award of qualified and nonqualified stock options. The Equity Plan now provides for the award of qualified and nonqualified stock options, restricted shares, performance shares, performance units and other stock-based awards. The Company has reserved 3.5 million common shares under the Equity Plan (5.0 million common shares under the 2000 Stock Option Plan). As of December 31, 2005, a total of 1,821,211 common shares were available for issuance under the Equity Plan. The Equity Plan provides that (i) no more than 33% of the common shares authorized for issuance under the Equity Plan may be granted in the form of awards other than stock options, (ii) the maximum number of common shares subject to awards of stock options, restricted shares and performance shares that may be granted in any calendar year is equal to 1.5% of the total number of common shares of the Company outstanding as of December 31 of the prior year, and (iii) the maximum number of common shares subject to awards of stock options, restricted shares and performance shares that may be granted in any calendar year to any individual is 250,000 shares. The Equity Plan automatically terminates on July 1, 2010.

95

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

During both 2005 and 2004, options to purchase 0.4 million common shares were granted to key employees under the Equity Plan. The Equity Plan provides that qualified stock options may be granted at an option price not less than the fair market value of the common shares at date of grant and that nonqualified stock options may be granted at any price determined by the Compensation Committee of the Board of Directors. Options granted in 2005 and 2004 generally vest over a three-year period, with one-third of the options vesting on each anniversary of the grant date, and must be exercised no later than ten years from the date of grant.

The Company also has a broad-based employee stock purchase plan with a dividend reinvestment feature, under which employees of the Company may choose at two different specified time intervals each year to have up to 6% of their annual base earnings withheld to purchase the Company’s common shares. The purchase price of the common shares is 85% of the lower of its beginning-of-interval or end-of-interval market price. The Company has reserved 2.4 million common shares under this plan. As of December 31, 2005, a total of 2.2 million common shares have been purchased under this plan.

Under the Outside Directors Stock Option Plan, following each annual meeting of shareholders outside directors received non-qualified options to purchase 4,200 common shares at an option price equal to the fair market value of the common shares at the close of business on the last trading day immediately prior to the date of the annual meeting. These non-qualified options vested upon grant and are exercisable for 10 years from the date of grant. On May 11, 2005 (the date of the Company’s 2005 annual meeting of shareholders), the Outside Directors Stock Option Plan was amended to prohibit the grant of further options under the plan.

The Outside Directors RSU Plan is an unfunded deferred compensation plan which provides each outside director with an award of 1,400 restricted share units (the “RSU award”) following each annual meeting of shareholders. In 2005, a total of 9,800 RSU awards were made to outside directors. The RSU awards are fully vested upon grant. RSU awards are not common shares of the Company and, as such, no participant has any rights as a holder of common shares under the Outside Directors RSU Plan. RSU awards represent the right to receive an amount, payable in cash or common shares of the Company, as previously elected by the outside director, equal to the value of a specified number of common shares of the Company at the end of the restricted period. The restricted period for the RSU awards begins on the date of grant and expires on the date the outside director retires from or otherwise terminates service as a director of the Company. During the restricted period, outside directors are credited with dividends, equivalent in value to those declared and paid on the Company’s common shares, on all RSU awards granted to them. At the end of the restricted period, outside directors receive distributions of their RSU awards either (i) in a single lump sum payment, or (ii) in annual installment payments over a five- or ten-year period, as previously elected by the outside director. The administrative committee for the Outside Directors RSU Plan (currently the Company’s Compensation Committee) retains the right to increase the annual number of RSU awards granted to each outside director to as many as 5,000 or to decrease such annual number to not less than 500, without seeking shareholder approval, if such increase or decrease is deemed appropriate by the administrative committee to maintain director compensation at appropriate levels. The Outside Directors RSU Plan automatically terminates on May 31, 2015.

The Company uses the intrinsic value based method of accounting for the RSUs, under which accumulated compensation cost is equal to 100% of the total number of the RSUs awarded, plus any dividend equivalents, multiplied by the quoted market price of the Company stock at each reporting date. The amount of the award is recognized as compensation cost upon grant as vesting is immediate. Compensation cost charged to expense with respect to RSUs was $0.4 million for 2005.

The Company has a stock option incentive plan for certain designated independent insurance agencies that represent the Company and its affiliates. The Company has reserved 0.4 million shares of common stock under

96

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

this plan. The plan provides that the options become exercisable on the first day of the calendar year following the agency’s achievement of specific production and profitability requirements over a period not greater than two calendar years from the date of grant or a portion thereof in the first calendar year in which an agency commences participation under the plan. Options granted under this plan have a ten year term. The Company has accounted for this plan in its accompanying financial statements at fair value. Expenses associated with this plan of $0.3 million, $0.2 million and $0.3 million were recognized in 2005, 2004 and 2003, respectively.

The fair value of the agent options granted was estimated at the reporting date or vesting date using the Black-Scholes-Merton option-pricing model. The weighted average fair value and related assumptions are as follows:

	December 31
	2005			2004		2003
Fair value	$	18.24		13.97		13.37
Dividend yield		0.99	%	0.75	%	0.78	%
Risk free interest rate		4.3	%	4.1	%	4.1	%
Expected volatility factor		33.6	%	36.6	%	36.4	%
Expected life in years		6.4		8.6		8.9

A summary of the Company’s total stock option activity and related information for these plans for the years ended December 31, follows:

($ millions, except per share amounts)	2005				2004				2003
	Options		Weighted- Average Exercise Price		Options		Weighted- Average Exercise Price		Options		Weighted- Average Exercise Price
Outstanding, beginning of year	2.6		$	16.46	2.6		$	12.84	2.8		$	10.98
Granted	0.4			26.48	0.4			30.33	0.4			18.51
Exercised	(0.4	)		9.88	(0.4	)		9.33	(0.6	)		7.22
Canceled	—			23.34	—			24.25	—			16.24
Outstanding, end of year	2.6		$	18.76	2.6		$	16.46	2.6		$	12.84

A summary of information pertaining to the total options outstanding and exercisable as of December 31, 2005 follows:

($ millions, except per share amounts)	Options Outstanding				Options Exercisable
	Number	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Number	Weighted- Average Exercise Price
Range of Exercise Prices:
Less than $10.00	0.2	1.0	$	7.81	0.2	$	7.81
$10.01 - $20.00	1.6	5.1		15.05	1.5		14.77
$20.01 - $30.00	0.4	9.3		26.31	—		24.69
Greater than $30.01	0.4	8.4		30.86	0.2		30.86
	2.6	6.0	$	18.76	1.9	$	15.49

97

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

13. Net Earnings Per Common Share

The following table sets forth the compilation of basic and diluted net earnings per common share for the year ended December 31:

($ millions, except per share amounts)	2005		2004	2003
Numerator:
Net earnings for basic and diluted earnings per common share	$	125.9	110.0	63.6
Denominator:
Weighted average shares for basic net earnings per common share		40.3	39.9	39.3
Effect of dilutive stock options		0.8	0.9	0.9
Adjusted weighted average shares for diluted net earnings per common share	$	41.1	40.8	40.2
Basic net earnings per common share	$	3.12	2.76	1.62
Diluted net earnings per common share	$	3.06	2.70	1.58

The following options to purchase shares of common stock were not included in the computation of diluted earnings per share because the exercise price of the options was greater than the average market price for the year ended December 31:

(in millions)	2005	2004	2003
Number of options	0.4	0.4	None

14. Other Comprehensive Income

The related federal income tax effect of each component of other comprehensive income (loss) for the year ended December 31, is as follows:

($ millions)	Before-Tax Amount			Tax (Expense) or Benefit		Net-of-Tax Amount
2005:
Net unrealized holding losses on securities:
Unrealized holding losses arising during the year	$	(23.4	)	8.3		(15.1	)
Reclassification adjustments for gains realized in net income		5.6		(2.0	)	3.6
Net unrealized holding losses		(29.0	)	10.3		(18.7	)
Amortization of gain on derivative used in cash flow hedge		(0.1	)	—		(0.1	)
Other comprehensive losses	$	(29.1	)	10.3		(18.8	)

98

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

($ millions)	Before-Tax Amount			Tax (Expense) or Benefit		Net-of-Tax Amount
2004:
Net unrealized holding gains on securities:
Unrealized holding gains arising during the year	$	8.0		(2.9	)	5.1
Reclassification adjustments for gains realized in net income		7.6		(2.7	)	4.9
Net unrealized holding gains		0.4		(0.2	)	0.2
Amortization of gain on derivative used in cash flow hedge		(0.1	)	—		(0.1	)
Other comprehensive income	$	0.3		(0.2	)	0.1
2003:
Net unrealized holding gains on securities:
Unrealized holding gains arising during the year	$	25.5		(8.9	)	16.6
Reclassification adjustments for gains realized in net income		10.6		(3.7	)	6.9
Net unrealized holding gains		14.9		(5.2	)	9.7
Gain on derivative used in cash flow hedge		0.8		—		0.8
Other comprehensive income	$	15.7		(5.2	)	10.5

15. Reportable Segments

At December 31, 2005, the Company has three reportable segments: standard insurance, nonstandard insurance, and investment management services. The reportable segments are business units managed separately because of the differences in products or service they offer, type of customer they serve or because of management considerations. The standard and nonstandard segments operate primarily in the central and eastern United States, excluding New York, New Jersey, and the New England states, distributing products through the independent insurance agency system.

The standard insurance segment provides personal and commercial insurance to its policyholders. Its principal lines of business include personal and commercial automobile, homeowners, commercial multi-peril, workers’ compensation, general liability and fire insurance. The nonstandard insurance segment provides personal automobile insurance to policyholders that are typically rejected or canceled by standard insurance carriers because of various reasons deemed relevant to such carriers.

The investment management services segment manages the investment portfolios of affiliated insurance companies. Beginning January 1, 2006, this segment will no longer be reported as a separate segment as its results no longer meet the quantitative thresholds for separate presentation as a reportable segment, even with consideration of aggregation of other segments with similar economic characteristics, among other factors.

The Company evaluates performance of its reportable segments and allocates resources thereon based on profit or loss from operations, excluding net realized gains on investments on the Company’s investment portfolio, before federal income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

Revenue from segments in the other category is attributable to three other operating segments of the Company, which individually are not material: management and operations services segment, an insurance software development and resale segment, and a property management and leasing segment.

99

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

The following provides financial information regarding the Company’s reportable segments for the year ended December 31:

($ millions)	2005			2004		2003
Revenues from external customers:
Standard insurance	$	1,070.2		1,001.4		939.0
Nonstandard insurance		57.3		76.1		85.8
Investment management services		2.7		2.9		2.5
All other		2.6		3.6		3.6
Total revenues from external customers		1,132.8		1,084.0		1,030.9
Intersegment revenues:
Standard insurance		0.1		0.2		0.1
Investment management services		7.5		6.6		5.9
All other		1.4		1.7		1.9
Total intersegment revenues		9.0		8.5		7.9
Total revenue		1,141.8		1,092.5		1,038.8
Reconciling items:
Intersegment revenues		(9.0	)	(8.5	)	(7.9	)
Corporate revenues		1.1		0.8		0.2
Net realized gains on investment		5.6		7.6		10.6
Total consolidated revenues	$	1,139.5		1,092.4		1,041.7
Segment profit (loss):
Standard insurance	$	168.7		141.5		66.4
Nonstandard insurance		9.1		10.2		7.0
Investment management services		1.7		2.0		1.5
All other		(1.0	)	1.0		2.2
Total segment profit		178.5		154.7		77.1
Reconciling items:
Corporate expenses		(12.1	)	(10.7	)	(4.4	)
Net realized gains on investments		5.6		7.6		10.6
Total consolidated income before federal income taxes	$	172.0		151.6		83.3
Net investment income:
Standard insurance	$	73.1		66.1		61.0
Nonstandard insurance		4.1		4.5		3.3
Investment management services		0.2		0.2		0.1
All other		0.2		0.2		0.1
Total net investment income		77.6		71.0		64.5
Reconciling items:
Corporate net investment income		1.1		0.8		0.1
Total consolidated net investment income	$	78.7		71.8		64.6

100

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

($ millions)	December 31
	2005			2004
Segment assets:
Standard insurance	$	2,147.4		1,970.0
Nonstandard insurance		112.9		130.5
Investment management services		7.1		8.3
All other		14.3		14.0
Total segment assets		2,281.7		2,122.8
Reconciling items:
Corporate assets		32.1		40.4
Reclassification adjustments in consolidation		(38.9	)	5.2
Total consolidated assets	$	2,274.9		2,168.4

Revenues from external customers include the following products and services for the year ended December 31:

($ millions)	2005		2004	2003
Earned premiums:
Standard insurance:
Automobile – Personal	$	385.7	384.9	365.9
Automobile – Commercial		103.2	99.8	99.7
Homeowners and farmowners		195.1	165.9	148.6
Commercial multi-peril		84.5	78.9	79.2
Workers’ compensation		34.4	30.9	32.6
Fire and allied		84.8	76.8	66.7
Other liability and products liability		76.7	67.2	56.2
Other lines		32.8	30.9	29.4
Total standard insurance earned premiums		997.2	935.3	878.3
Total nonstandard insurance earned premiums		53.1	71.5	82.3
Total earned premiums		1,050.3	1,006.8	960.6
Investment management services		2.3	2.5	2.2
Net investment income		77.6	71.0	64.5
Other income		2.6	3.7	3.6
Total revenues from external customers	$	1,132.8	1,084.0	1,030.9

The standard insurance segment participates in a reinsurance pooling agreement with other standard insurance affiliates. For discussion regarding this arrangement and this segment contribution to the pool and participation in the pool, see Note 6. Revenues from external customers are derived entirely within the United States. Also, all long-lived assets are located within the United States.

101

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

(a majority-owned subsidiary of State Automobile Mutual Insurance Company)

Notes to Consolidated Financial Statements, Continued

16. Quarterly Financial Data (Unaudited)

($ millions, except per share amounts)	2005
	For three months ended
	March 31		June 30	September 30	December 31
Total revenues	$	285.9	284.2	288.5	280.9
Income before federal income taxes		57.8	54.4	20.2	39.6
Net income		40.8	38.8	16.8	29.5
Net earnings per common share:
Basic		1.02	0.96	0.41	0.73
Diluted		1.00	0.94	0.41	0.71

($ millions, except per share amounts)	2004
	For three months ended
	March 31		June 30	September 30	December 31
Total revenues	$	273.1	273.1	273.2	273.0
Income before federal income taxes		46.0	49.2	2.6	53.8
Net income		32.4	34.6	5.0	38.0
Net earnings per common share:
Basic		0.82	0.87	0.12	0.95
Diluted		0.80	0.85	0.12	0.93

17. Contingencies

The Company’s insurance subsidiaries are involved in litigation and may become involved in potential litigation arising in the ordinary course of business. Additionally, the insurance subsidiaries may be impacted by adverse regulatory actions and adverse court decisions where insurance coverages are expanded beyond the scope originally contemplated in the policies at December 31, 2005. In the opinion of management, the effects, if any, of such litigation and published court decisions are not expected to be material to the consolidated financial statements.

102

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Management’s Annual Report on Internal Control Over Financial Reporting

Management’s annual report on internal control over financial reporting required by Item 308(a) of Regulation S-K follows. The attestation report of the independent registered public accounting firm required by Item 308(b) of Regulation S-K is found under the caption “Report of the Independent Registered Public Accounting Firm” in Item 8 of this Form 10-K.

The following report is provided by the Company’s management on the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act):

1. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

2. The Company’s management has used the Committee Of Sponsoring Organizations of the Treadway Commission (COSO) framework to evaluate the effectiveness of the Company’s internal control over financial reporting. Management believes that the COSO framework is a suitable framework for its evaluation of the Company’s internal control over financial reporting because it is free from bias, permits reasonably qualitative and quantitative measurements of the Company’s internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of the Company’s internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting.

3. Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005, and has concluded that such internal control over financial reporting is effective. There are no material weaknesses in the Company’s internal control over financial reporting that have been identified by management.

Our management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic filings with the Securities and Exchange Commission.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other information

None.

103

PART III

Item 10. Directors and Executive Officers of the Registrant

Information regarding directors of the Company required by Items 401(a) and (d)-(f) of Regulation S-K will be found under the caption “Proposal One: Election of Directors” in the 2006 Proxy Statement, which information is incorporated herein by reference. Information regarding executive officers of the Company required by Items 401(b) and (d)-(f) of Regulation S-K is found under the caption “Executive Officers of the Registrant” at the end of Item 1 of this Form 10-K, which information is also incorporated by reference into this Item 10.

The Company has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. As of March 3, 2006, the members of the Audit Committee were Richard K. Smith, David J. D’Antoni and Paul S. Williams. Mr. Smith is Chairman of the Audit Committee. The Company’s Board of Directors has determined that Mr. Smith is an “audit committee financial expert,” as that term is defined in Item 401(h)(2) of Regulation S-K, and “independent,” as that term is defined in Rule 10A-3 of the Exchange Act.

Information regarding the filing of reports of ownership under Section 16(a) of the Exchange Act by the Company’s officers and directors and persons owning more than 10% of a registered class of the Company’s equity securities required by Item 405 of Regulation S-K will be found under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2006 Proxy Statement, which information is incorporated herein by reference.

Information concerning the procedures by which shareholders may recommend nominees to the Company’s Board of Directors will be found under the caption “Corporate Governance—Nomination of Directors” in the 2006 Proxy Statement. There has been no material change to the nomination procedures previously disclosed by the Company in its proxy statement for its 2005 annual meeting of shareholders.

The Company’s Board of Directors has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar functions. This code of ethics has been posted on the Company’s website at www.stfc.com under “Corporate Governance.” Any amendment (other than any technical, administrative or other non-substantive amendment) to, or waiver from, a provision of this code will be posted on the Company’s website described above within four business days following its occurrence.

Item 11. Executive Compensation

Information regarding executive compensation required by Item 402 of Regulation S-K will be found under the captions “Compensation of Directors,” “Compensation of Executive Officers,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report” and “Performance Graph” in the 2006 Proxy Statement, which information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding security ownership of certain beneficial owners and management required by Item 403 of Regulation S-K will be found under the caption “Proposal One: Election of Directors” and “Principal Holders of Voting Securities” in the 2006 Proxy Statement, which information is incorporated herein by reference.

Information regarding equity compensation plan information required by Item 201(d) of Regulation S-K will be found under the caption “Equity Compensation Plan Information” in the 2006 Proxy Statement, which information is incorporated herein by reference.

104

Item 13. Certain Relationships and Related Transactions

Information regarding certain relationships and related transactions required by Item 404 of Regulation S-K will be found under the caption “Certain Transactions” in the 2006 Proxy Statement, which information is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

Information regarding principal accountant fees and services required by Item 9(e) of Schedule 14A will be found under the caption “Independent Public Accountants” in the 2006 Proxy Statement, which information is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1)    LISTING OF FINANCIAL STATEMENTS

The following consolidated financial statements of the Company are filed as part of this Form 10-K and are included in Item 8:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2005 and 2004

Consolidated Statements of Income for each of the three years in the period ended December 31, 2005

Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2005

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2005

Notes to Consolidated Financial Statements

(a)(2)    LISTING OF FINANCIAL STATEMENT SCHEDULES

The following financial statement schedules of the Company for the years 2005, 2004 and 2003 are included in Item 14(d) following the signatures and should be read in conjunction with the consolidated financial statements contained in this Form 10-K.

Schedule Number	Schedule
I.	Summary of Investments – Other Than Investments in Related Parties
II.	Condensed Financial Information of Registrant
III.	Supplementary Insurance Information
IV.	Reinsurance

All other schedules and footnotes are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

105

(a)(3)    LISTING OF EXHIBITS

Exhibit No.	Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
3.01	State Auto Financial Corporation’s Amended and Restated Articles of Incorporation	1933 Act Registration Statement No. 33-40643 on Form S-1 (see Exhibit 3(a) therein)
3.02	State Auto Financial Corporation’s Amendment to the Amended and Restated Articles of Incorporation	1933 Act Registration Statement No. 33-89400 on Form S-8 (see Exhibit 4(b) therein)
3.03	State Auto Financial Corporation Certificate of Amendment to the Amended and Restated Articles of Incorporation as of June 2, 1998	Form 10-K Annual Report for the year ended December 31, 1998 (see Exhibit 3(A)(3) therein)
3.04	State Auto Financial Corporation’s Amended and Restated Code of Regulations	1933 Act Registration Statement No. 33-40643 on Form S-1 (see Exhibit 3(b) therein)
4.01	State Auto Financial Corporation’s Amended and Restated Articles of Incorporation, and Articles 1, 3, 5 and 9 of the Company’s Amended and Restated Code of Regulations	Form 10-K Annual Report for the year ended December 31, 1992 (see Exhibit 3(A) and 3(B) therein)
10.01	Guaranty Agreement between State Automobile Mutual Insurance Company and State Auto Property and Casualty Insurance Company dated as of May 16, 1991	1933 Act Registration Statement No. 33-40643 on Form S-1 (see Exhibit 10 (d) therein)
10.02	Form of Indemnification Agreement between State Auto Financial Corporation and each of its directors	1933 Act Registration Statement No. 33-40643 on Form S-1 (see Exhibit 10 (e) therein)
10.03*	1991 Stock Option Plan	1933 Act Registration Statement No. 33-40643 on Form S-1 (see Exhibit 10 (h) therein)
10.04*	Amendment Number 1 to the 1991 Stock Option Plan	1933 Act Registration Statement No. 33-89400 on Form S-8 (see Exhibit 4 (a) therein)
10.05*	Amendment Number 2 to the 1991 Stock Option Plan	Form 10-K Annual Report for the year ended December 31, 1996 (see Exhibit 10(DD) therein)
10.06*	Amendment No. 3 to 1991 Stock Option Plan Effective January 1, 2001	Form 10-Q for the period ending September 30, 2003 (see 10.01) therein)
10.07*	1991 Directors’ Stock Option Plan	1933 Act Registration Statement No. 33-40643 on Form S-1 (see Exhibit 10 (i) therein)
10.08*	Amendment Number 1 to the 1991 Directors’ Stock Option Plan	Form 10-K Annual Report for the year ended December 31, 1996 (see Exhibit 10(EE) therein)
10.09*	Second Amendment to 1991 Directors’ Stock Option Plan	Form 10-Q for the period ended September 30, 2001 (see Exhibit 10(JJ) therein)
10.10*	2000 Directors Stock Option Plan	Definitive Proxy Statement on Form DEF 14A, File No. 000-19289, for Annual Meeting of Shareholders held on May 26, 2000 (see Appendix B therein)
10.11*	First Amendment to 2000 Directors Stock Option Plan	Form 10-Q for the period ended March 31, 2001 (see Exhibit 10(HH) therein)

106

Exhibit No.	Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
10.12*	Second Amendment to 2000 Directors Stock Option Plan	Form 10-Q for the period ended September 30, 2001 (see Exhibit 10(KK) therein)
10.13*	Third Amendment to 2000 Directors Stock Option Plan	Form 10-K Annual Report for the year ended December 31, 2001 (see Exhibit 10(EE) therein)
10.14*	Fourth Amendment to 2000 Directors Stock Option Plan	Form 10-K Annual Report for year ended 12-31-02 (see Exhibit 10(UU) therein)
10.15*	Fifth Amendment to 2000 Directors Stock Option Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.66 therein)
10.16	Investment Management Agreement between Stateco Financial Services, Inc. and State Automobile Mutual Insurance Company, effective April 1, 1993	Form 10-K Annual Report for the year ended December 31, 1992 (see Exhibit 10 (N) therein)
10.17	Investment Management Agreement between Stateco Financial Services, Inc. and Meridian Security Insurance Company, effective June 1, 2001	Included herein
10.18	Investment Management Agreement between Stateco Financial Services, Inc. and State Auto Florida Insurance Company effective April 1, 2002	Included herein
10.19	Investment Management Agreement between Stateco Financial Services, Inc. and Midwest Security Insurance Company effective January 1, 1997	Included herein
10.20	Investment Management Agreement between Stateco Financial Services, Inc. and Meridian Citizens Mutual Insurance Company effective June 1, 2001	Included herein
10.21	Credit Agreement dated as of June 1, 1999 between State Auto Financial Corporation and State Automobile Mutual Insurance Company	Form 10-Q for the period ended June 30, 1999 (see Exhibit 10(LL) therein)
10.22	First Amendment to the June 1, 1999 Credit Agreement dated November 1, 1999 between State Auto Financial Corporation and State Automobile Mutual Insurance Company	Form 10-K Annual Report for the year ended December 31, 1999 (see Exhibit 10(AA) therein)
10.23	Second Amendment to the June 1, 1999 Credit Agreement dated December 1, 1999 between State Auto Financial Corporation and State Automobile Mutual Insurance Company	Form 10-Q for the period ended March 31, 2000 (see Exhibit 10(BB) therein)
10.24*	Employment Agreement dated as of May 22, 2003, between State Auto Financial Corporation and Robert H. Moone	Form 10-Q for the period ending June 30, 2003 (see 10(WW) therein)

107

Exhibit No.	Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
10.25*	First Amendment to Employment Agreement between State Auto Financial Corporation and Robert H. Moone dated as of May 11, 2005	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.59 therein)
10.26	Employment Agreement dated as of March 2, 2006, between State Auto Financial Corporation, State Automobile Mutual Insurance Company and Robert P. Restrepo, Jr.	Included herein
10.27*	Amended and Restated Executive Agreement between State Auto Financial Corporation and Robert H. Moone dated as of May 11, 2005	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.58 therein)
10.28*	Form of Executive Agreement between State Auto Financial Corporation and certain executive officers	Form 10-K Annual Report for the year ended December 31, 2000 (see Exhibit 10(CC) therein)
10.29	Form of Executive Agreement between State Auto Financial Corporation, State Automobile Mutual Insurance Company and Robert P. Restrepo, Jr.	Included herein
10.30	Amended and Restated Declaration of Trust of STFC Capital Trust I, dated as of May 22, 2003	Form 10-Q for the period ending June 30, 2003 (see 10(XX) therein)
10.31	Indenture dated as of May 22, 2003, for Floating Rate Junior Subordinated Debt Securities Due 2033	Form 10-Q for the period ending June 30, 2003 (see 10(YY) therein)
10.32	Property Catastrophe Overlying Excess of Loss Reinsurance Contract effective as of July 1, 2004	Form 10-K Annual Report for the year ended December 31, 2004 (See Exhibit 10.43 therein)
10.33	Property Catastrophe Overlying Excess of Loss Reinsurance Contract effective as of July 1, 2005	Included herein
10.34	Endorsement No. 1 to the Property Catastrophe Overlying Excess of Loss Reinsurance Contract effective November 9, 2005	Included herein
10.35	Put Agreement among State Automobile Mutual Insurance Company, State Auto Financial Corporation and KeyBank National Association dated November 12, 2003	Form 8-K Current Report filed on December 16, 2003 (see Exhibit 10.02 therein)
10.36	Standby Purchase Agreement between State Auto Financial Corporation and SAF Funding Corporation dated November 12, 2003	Form 8-K Current Report filed on December 16, 2003 (see Exhibit 10.03 therein)
10.37	Credit Agreement Among SAF Funding Corporation, The Lenders and KeyBank National Association dated November 12, 2003	Form 8-K Current Report filed on December 16, 2003 (see Exhibit 10.01 therein)
10.38	Standby Confirmation, effective November 10, 2004, to the Standby Purchase Agreement between State Auto Financial Corporation and SAF Funding Corporation dated November 12, 2003	Form 10-K Annual Report for the year ended December 31, 2004 (See Exhibit 10.47 therein)
10.39	Acknowledgment of Extension and First Amendment to Put Agreement effective November 10, 2004	Form 10-K Annual Report for the year ended December 31, 2004 (See Exhibit 10.48 therein)

108

Exhibit No.	Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
10.40	Confirmation of Extension and First Amendment to Credit Agreement effective November 10, 2004	Form 10-K Annual Report for the year ended December 31, 2004 (See Exhibit 10.49 therein)
10.41	Indenture dated as of November 13, 2003, among State Auto Financial Corporation, as Issuer, and Fifth Third Bank as Trustee	Securities Act Registration Statement on Form S-4 (File No. 333-111507)(see Exhibit 4.01 therein)
10.42	Form of 6 1/4% Senior Note due 2013 (Exchange Note)	Securities Act Registration Statement on Form S-4 (File No. 333-111507)(see Exhibit 4.02 therein)
10.43	Credit Agreement dated as of November 9, 2005, among State Auto Financial Corporation, as borrower, a syndicate of financial institutions, as lenders, and KeyBank National Association, as Administrative Agent, Lead Arranger, Sole Book Runner and Swingline Lender	Form 8-K current Report filed on November 14, 2005 (see Exhibit 10.1 therein)
10.44	Cost Sharing Agreement among State Auto Property and Casualty Insurance Company, State Automobile Mutual Insurance Company, and State Auto Florida Insurance Company effective January 1, 2003	Form 10-K Annual Report for year ended 12-31-02 (see Exhibit 10(OO) therein)
10.45	Midwest Security Insurance Company Management Agreement amended and restated as of January 1, 2000 by and among State Automobile Mutual Insurance Company, an Ohio corporation, State Auto Property and Casualty Insurance Company, a South Carolina corporation and Midwest Security Insurance (nka State Auto Insurance Company of Wisconsin), a Wisconsin corporation	Included herein
10.46	Reinsurance Pooling Agreement Amended and Restated as of January 1, 2005 by and among State Automobile Mutual Insurance Company, State Auto Property and Casualty Insurance Company, Milbank Insurance Company, State Auto Insurance Company of Wisconsin, Farmers Casualty Insurance Company, State Auto Insurance Company of Ohio, State Auto Florida Insurance Company, Meridian Security Insurance Company, and Meridian Citizens Mutual Insurance Company	Form 10-K Annual Report for the year ended December 31, 2004 (See Exhibit 10.55 therein)
10.47	Management and Operations Agreement, Amended and Restated as of January 1, 2005 by and among State Automobile Mutual Insurance Company, State Auto Financial Corporation, State Auto Property and Casualty Insurance Company, State Auto National Insurance Company, Milbank Insurance Company, State Auto Insurance Company of Ohio, Meridian Security Insurance Company, Meridian Citizens Mutual Insurance	Form 10-Q for the period ending March 31, 2005 (see Exhibit 10.56 therein)

109

Exhibit No.	Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
	Company, Meridian Insurance Group, Inc., Farmers Casualty Insurance Company, Stateco Financial Services, Inc., Strategic Insurance Software, Inc., and 518 Property Management and Leasing, LLC
10.48*	Amended and Restated Equity Incentive Compensation Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.60 therein)
10.49	Restricted Share Award Agreement under the Amended and Restated Equity Incentive Compensation Plan dated as of March 2, 2006 between State Auto Financial Corporation and Robert P. Restrepo, Jr.	Included herein
10.50*	Form of Non-Qualified Stock Option Agreement under the Amended and Restated Equity Incentive Compensation Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.62 therein)
10.51	Non-Qualified Stock Option Agreement under the Amended and Restated Equity Incentive Compensation Plan of State Auto Financial Corporation dated March 2, 2006 between State Auto Financial Corporation and Robert P. Restrepo, Jr.	Included herein
10.52*	Form of Incentive Stock Option Agreement under the Amended and Restated Equity Incentive Compensation Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.63 therein)
10.53*	Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.61 therein)
10.54	First Amendment to the Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation	Included herein
10.55*	Form of Restricted Share Unit Agreement for the Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.64 therein)
10.56*	Form of Designation of Beneficiary for the Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.65 therein)
10.57*	Amended and Restated SERP of State Auto Mutual effective as of January 1, 1994	Form 10-K Annual Report for the year ended December 31, 1997 (see Exhibit 10(HH) therein)
10.58*	State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan (amended and restated as of March 1, 2001)	Included herein

110

Exhibit No.	Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
10.59*	First Amendment to the State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan (amendment effective as of December 1, 2005)	Included herein
10.60	Agreement of Assignment and Assumption dated as of March 1, 2001, among State Auto Financial Corporation, State Automobile Mutual Insurance Company, State Auto Property and Casualty Insurance Company, and Midwest Security Insurance Company (nka State Auto Insurance Company of Wisconsin) regarding the State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan	Included herein
10.61*	Form of State Auto Insurance Companies Directors Deferred Compensation Agreement	Included herein
10.62*	State Auto Property & Casualty Insurance Company’s Amended and Restated Incentive Deferred Compensation Plan (amended and restated as of March 1, 2001)	Included herein
10.63*	First Amendment to the State Auto Property & Casualty Insurance Company’s Amended and Restated Incentive Deferred Compensation Plan (amendment effective as of November 22, 2002)	Included herein
10.64	Agreement of Assignment and Assumption dated as of March 1, 2001, among State Auto Financial Corporation, State Automobile Mutual Insurance Company, and State Auto Property and Casualty Insurance Company regarding the State Auto Property & Casualty Insurance Company’s Amended and Restated Incentive Deferred Compensation Plan	Included herein
10.65*	Form of State Auto Property & Casualty Insurance Company’s Incentive Deferred Compensation Agreement	Included herein
21.01	List of Subsidiaries of State Auto Financial Corporation	Included herein
23.01	Consent of Independent Registered Public Accounting Firm	Included herein
24.01	Powers of Attorney – Paul W. Huesman and David J. D’Antoni	Form 10-Q for the period ended June 30, 1997 (see Exhibit 24(C) therein)
24.02	Power of Attorney – John R. Lowther	Form 10-Q for the period ended March 31, 1998 (see Exhibit 24(D) therein)
24.03	Power of Attorney –Robert P. Restrepo, Jr.	Included herein
24.04	Power of Attorney – Richard K. Smith	Form 10-K Annual Report for the year ended December 31, 2000 (See Exhibit 24(D) therein)

111

Exhibit No.	Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
24.05	Power of Attorney – S. Elaine Roberts	Form 10-K Annual Report for the year ended December 31, 2002 (See Exhibit 24(F) therein)
24.06	Power of Attorney – Paul S. Williams	Form 10-K Annual Report for the year ended December 31, 2003 (See Exhibit 24.06 therein)
31.01	CEO certification required by Section 302 of Sarbanes-Oxley Act of 2002	Included herein
31.02	CFO certification required by Section 302 of Sarbanes-Oxley Act of 2002	Included herein
32.01	CEO certification required by Section 906 of Sarbanes-Oxley Act of 2002	Included herein
32.02	CFO certification required by Section 906 of Sarbanes-Oxley Act of 2002	Included herein

*Constitutes either a management contract or a compensatory plan or arrangement required to be filed as an Exhibit.

(b)    EXHIBITS

The exhibits have been submitted as a separate section of this report following the financial statement schedules.

(c)    FINANCIAL STATEMENT SCHEDULES

The financial statement schedules have been submitted as a separate section of this report following the signatures and certifications.

112

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	STATE AUTO FINANCIAL CORPORATION
Dated: March 13, 2006		/S/    ROBERT P. RESTREPO, JR.
		Robert P. Restrepo, Jr. Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Title	Date
/S/    ROBERT P. RESTREPO, JR.         Robert P. Restrepo, Jr.	Chairman, President and Chief Executive Officer (principal executive officer)	March 13, 2006
/S/    STEVEN J. JOHNSTON         Steven J. Johnston	Chief Financial Officer, Senior Vice President, and Treasurer (principal financial officer)	March 13, 2006
/S/    CYNTHIA A. POWELL         Cynthia A. Powell	Vice President and Controller (principal accounting officer)	March 13, 2006
DAVID J. D’ANTONI*         David J. D’Antoni	Director	March 13, 2006
PAUL W. HUESMAN*         Paul W. Huesman	Director	March 13, 2006
JOHN R. LOWTHER*         John R. Lowther	Director	March 13, 2006
S. ELAINE ROBERTS*         S. Elaine Roberts	Director	March 13, 2006
RICHARD K. SMITH*         Richard K. Smith	Director	March 13, 2006
PAUL S. WILLIAMS*         Paul S. Williams	Director	March 13, 2006

* Steven J. Johnston by signing his name hereto, does sign this document on behalf of the person indicated above pursuant to a Power of Attorney duly executed by such person.

/S/    STEVEN J. JOHNSTON         Steven J. Johnston Attorney in Fact March 13, 2006

113

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

SCHEDULE I – SUMMARY OF INVESTMENTS - OTHER THAN

INVESTMENTS IN RELATED PARTIES

December 31, 2005

($ millions)
Available for Sale Type of Investments	Cost(1)		Value	Amount at which shown in the balance sheet
Fixed maturities:
Bonds:
U.S. Treasury securities & obligations	$	239.8	238.5	238.5
States & political subdivisions		1,097.3	1,118.5	1,118.5
Corporate securities		14.0	14.6	14.6
Mortgage-backed securities of U.S. government agencies		240.3	239.8	239.8
Other debt securities		5.9	5.9	5.9
Total fixed maturities		1,597.3	1,617.3	1,617.3
Equity securities:
Common stocks:
Consumer		65.6	74.1	74.1
Technologies		24.8	27.1	27.1
Pharmaceuticals		10.3	10.3	10.3
Financial services		66.8	78.7	78.7
Manufacturing & other		57.3	65.4	65.4
Total equity securities		224.8	255.6	255.6
Other invested assets		6.2	7.0	7.0
Total investments	$	1,828.3	1,879.9	1,879.9

⁽¹⁾ Original cost of equity securities and, as to fixed maturities, original cost reduced by repayments and adjusted for amortization of premiums or accrual of discounts.

114

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SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Condensed Balance Sheets

	December 31
($ millions)	2005			2004
ASSETS
Fixed maturities, available for sale, at fair value	$	13.0		10.4
Equity securities, available for sale, at fair value		8.4		8.4
Investments in common stock of subsidiaries (equity method)		846.6		777.9
Other invested assets, at fair value		1.3		1.2
Cash and cash equivalents		7.9		18.5
Real estate		—		0.3
Other assets		2.2		2.2
Federal income tax		5.3		5.6
Deferred federal income tax		0.5		0.2
Total assets	$	885.2		824.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Notes payable (affiliates $15.5 and $61.0, respectively)	$	118.7		164.5
Due to affiliates		0.8		0.4
Accrued expenses		2.2		1.6
Total liabilities		121.7		166.5
STOCKHOLDERS’ EQUITY
Class A Preferred stock (nonvoting), without par value. Authorized 2.5 shares; none issued		—		—
Class B Preferred stock, without par value.
Authorized 2.5 shares; none issued		—		—
Common stock, without par value. Authorized 100.0 shares; 45.1 and 44.7 issued, respectively, at stated value of $2.50 per share		112.8		111.8
Less 4.6 treasury shares, at cost		(56.8	)	(56.5	)
Additional paid-in capital		70.2		64.1
Accumulated other comprehensive income		34.3		53.1
Retained earnings		603.0		485.7
Total stockholders’ equity		763.5		658.2
Total liabilities and stockholders’ equity	$	885.2		824.7

See accompanying note to condensed financial statements.

115

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Condensed Statements of Income

	Year ended December 31
($ millions)	2005			2004		2003
Investment income	$	1.1		0.8		0.2
Net realized gain on investments		—		0.1		—
Total revenue		1.1		0.9		0.2
Interest expense (affiliate $2.8, $1.9, and $1.6, respectively)		8.8		7.3		3.0
Other operating expenses		3.2		2.8		3.0
Total expenses		12.0		10.1		6.0
Loss before federal income taxes		(10.9	)	(9.2	)	(5.8	)
Federal income tax benefit		(3.3	)	(4.3	)	(1.5	)
Net loss before equity in net income of subsidiaries		(7.6	)	(4.9	)	(4.3	)
Equity in net income of subsidiaries		133.5		114.9		67.9
Net income	$	125.9		110.0		63.6

See accompanying note to condensed financial statements.

116

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Condensed Statements of Cash Flows

	Year Ended December 31
($ millions)	2005			2004		2003
Cash flows from operating activities:
Net income	$	125.9		110.0		63.6
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization, net		0.1		0.1		0.9
Net realized gain on investments		—		(0.1	)	—
Equity in net income from consolidated subsidiaries		(133.5	)	(114.9	)	(68.0	)
Changes in operating assets and liabilities:
Accrued expenses and due to affiliates		1.0		—		1.4
Other assets		(0.3	)	0.2		(0.3	)
Federal income taxes		1.9		0.9		1.2
Net cash used in operating activities		(4.9	)	(3.8	)	(1.1	)
Cash flows from investing activities:
Capitalization of subsidiary		(1.5	)	(0.5	)	(84.0	)
Dividends received from consolidated subsidiaries		47.6		16.0		2.7
Purchase fixed maturities		(9.0	)	(18.7	)	(9.6	)
Purchase equity securities		(1.9	)	(3.6	)	(6.0	)
Purchase other invested assets		—		—		(1.1	)
Maturities of fixed maturities		2.6		—		—
Sale of fixed maturities		3.9		17.8		—
Sale of equity securities		1.7		2.0		—
Disposal of fixed assets		0.3		—		—
Net cash provided by (used in) investing activities		43.7		13.0		(98.0	)
Cash flows from financing activities:
Proceeds from issuance of debt to bank		—		—		115.5
Debt issuance costs		—		—		(2.1	)
Net proceeds from sale of common stock		4.7		5.6		4.7
Payments to acquire treasury stock		—		—		(0.7	)
Proceeds from terminating hedge derivatives		—		3.8		0.8
Repayment of debt		(45.5	)	—		(15.0	)
Payment of dividends		(8.6	)	(2.3	)	(2.0	)
Net cash (used in) provided by financing activities		(49.4	)	7.1		101.2
Net increase (decrease) in cash and invested cash		(10.6	)	16.3		2.1
Cash and cash equivalents at beginning of year		18.5		2.2		0.1
Cash and cash equivalents at end of year	$	7.9		18.5		2.2
Supplemental Disclosures:
Cash received for federal income taxes	$	5.1		5.2		2.7
Cash paid for interest	$	9.0		8.2		3.2

Note to condensed financial statements:

In the parent-company-only financial statements, the Company’s investment in subsidiaries is stated at cost plus equity in net income from consolidated subsidiaries since the date of acquisition. The Company’s share of net income of its unconsolidated subsidiaries is included in consolidated income using the equity method. The parent-company-only financial statements should be read in conjunction with the Company’s consolidated financial statements.

117

STATE AUTO FINANCIAL CORPORATION AND SUBSIDIARIES

SCHEDULE III – SUPPLEMENTARY INSURANCE INFORMATION

Years Ended December 31, 2005, 2004, and 2003

($ millions)	Deferred policy acquisition cost		Future policy benefits, losses, claims and loss expenses		Unearned premiums		Other policy claims and benefits payable			Premium revenue
Segment
Year ended December 31, 2005:
Standard insurance segment	$	103.0	$	696.9	$	418.2		—		$	997.2
Nonstandard insurance segment		3.0		31.8		14.7		—			53.1
Total		106.0		728.7		432.9		—			1,050.3
Year ended December 31, 2004:
Standard insurance segment	$	93.7	$	641.6	$	393.3		—		$	935.3
Nonstandard insurance segment		3.8		40.2		21.7		—			71.5
Total		97.5		681.8		415.0		—			1,006.8
Year ended December 31, 2003:
Standard insurance segment	$	82.6	$	599.4	$	376.1		—		$	878.3
Nonstandard insurance segment		4.5		43.6		28.2		—			82.3
Total		87.1		643.0		404.3		—			960.6
($ millions) Segment	Net investment income(1)		Benefits, claims, losses and settlement expenses		Amortization of deferred policy acquisition costs		Other operating expenses(1)			Premiums written
Year ended December 31, 2005:
Standard insurance segment	$	73.1	$	579.2	$	241.8	$	79.4		$	1,020.6
Nonstandard insurance segment		4.1		34.2		10.0		1.7			48.9
Investment management services		0.2		—		—		—			—
All other		0.2		—		—		—			—
Corporate		1.1		—		—		—			—
Total		78.7		613.4		251.8		81.1			1,069.5
Year ended December 31, 2004:
Standard insurance segment	$	66.1	$	568.8	$	214.6	$	76.1		$	952.2
Nonstandard insurance segment		4.5		50.4		12.7		0.9			65.9
Investment management services		0.2		—		—		—			—
All other		0.2		—		—		—			—
Corporate		0.8		—		—		—			—
Total		71.8		619.2		227.3		77.0			1,018.1
Year ended December 31, 2003:
Standard insurance segment	$	61.0	$	589.0	$	195.1	$	83.0		$	906.9
Nonstandard insurance segment		3.3		62.2		13.8		(0.1	)		80.4
Investment management services		0.1		—		—		—			—
All other		0.1		—		—		—			—
Corporate		0.1		—		—		—			—
Total		64.6		651.2		208.9		82.9			987.3

⁽¹⁾ Net investment income and other operating expenses are allocated to segments on a legal entity basis.

118

STATE AUTO FINANCIAL CORPORATION

SCHEDULE IV – REINSURANCE

Years Ended December 31, 2005, 2004, and 2003

($ million, except percentages)	Gross Amount		Ceded to				Assumed from				Net Amount		Percentage of amount assumed to net(2)
			Outside Companies		Affiliated Companies(1)		Outside Companies		Affiliated Companies(1)
Year ended December 31, 2005:
property-casualty earned premiums	$	746.9	$	16.4	$	683.4	$	6.1	$	997.1	$	1,050.3	0.6	%
Year ended December 31, 2004:
property-casualty earned premiums		741.4		15.4		657.8		6.1		932.5		1,006.8	0.6	%
Year ended December 31, 2003:
property-casualty earned premiums		679.9		12.8		603.8		4.9		892.4		960.6	0.5	%

⁽¹⁾ These columns include the effect of intercompany pooling.

⁽²⁾ Calculated as earned premiums assumed from outside companies to net amount.

119

Exhibit Index

Exhibit No.		Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
3.01		State Auto Financial Corporation’s Amended and Restated Articles of Incorporation	1933 Act Registration Statement No. 33-40643 on Form S-1 (see Exhibit 3(a) therein)
3.02		State Auto Financial Corporation’s Amendment to the Amended and Restated Articles of Incorporation	1933 Act Registration Statement No. 33-89400 on Form S-8 (see Exhibit 4(b) therein)
3.03		State Auto Financial Corporation Certificate of Amendment to the Amended and Restated Articles of Incorporation as of June 2, 1998	Form 10-K Annual Report for the year ended December 31, 1998 (see Exhibit 3(A)(3) therein)
3.04		State Auto Financial Corporation’s Amended and Restated Code of Regulations	1933 Act Registration Statement No. 33-40643 on Form S-1 (see Exhibit 3(b) therein)
4.01		State Auto Financial Corporation’s Amended and Restated Articles of Incorporation, and Articles 1, 3, 5 and 9 of the Company’s Amended and Restated Code of Regulations	Form 10-K Annual Report for the year ended December 31, 1992 (see Exhibit 3(A) and 3(B) therein)
10.01		Guaranty Agreement between State Automobile Mutual Insurance Company and State Auto Property and Casualty Insurance Company dated as of May 16, 1991	1933 Act Registration Statement No. 33-40643 on Form S-1 (see Exhibit 10 (d) therein)
10.02		Form of Indemnification Agreement between State Auto Financial Corporation and each of its directors	1933 Act Registration Statement No. 33-40643 on Form S-1 (see Exhibit 10 (e) therein)
10.03	*	1991 Stock Option Plan	1933 Act Registration Statement No. 33-40643 on Form S-1 (see Exhibit 10 (h) therein)
10.04	*	Amendment Number 1 to the 1991 Stock Option Plan	1933 Act Registration Statement No. 33-89400 on Form S-8 (see Exhibit 4 (a) therein)
10.05	*	Amendment Number 2 to the 1991 Stock Option Plan	Form 10-K Annual Report for the year ended December 31, 1996 (see Exhibit 10(DD) therein)
10.06	*	Amendment No. 3 to 1991 Stock Option Plan Effective January 1, 2001	Form 10-Q for the period ending September 30, 2003 (see 10.01) therein)
10.07	*	1991 Directors’ Stock Option Plan	1933 Act Registration Statement No. 33-40643 on Form S-1 (see Exhibit 10 (i) therein)
10.08	*	Amendment Number 1 to the 1991 Directors’ Stock Option Plan	Form 10-K Annual Report for the year ended December 31, 1996 (see Exhibit 10(EE) therein)
10.09	*	Second Amendment to 1991 Directors’ Stock Option Plan	Form 10-Q for the period ended September 30, 2001 (see Exhibit 10(JJ) therein)
10.10	*	2000 Directors Stock Option Plan	Definitive Proxy Statement on Form DEF 14A, File No. 000-19289, for Annual Meeting of Shareholders held on May 26, 2000 (see Appendix B therein)

120

Exhibit No.		Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
10.11	*	First Amendment to 2000 Directors Stock Option Plan	Form 10-Q for the period ended March 31, 2001 (see Exhibit 10(HH) therein)
10.12	*	Second Amendment to 2000 Directors Stock Option Plan	Form 10-Q for the period ended September 30, 2001 (see Exhibit 10(KK) therein)
10.13	*	Third Amendment to 2000 Directors Stock Option Plan	Form 10-K Annual Report for the year ended December 31, 2001 (see Exhibit 10(EE) therein)
10.14	*	Fourth Amendment to 2000 Directors Stock Option Plan	Form 10-K Annual Report for year ended 12-31-02 (see Exhibit 10(UU) therein)
10.15	*	Fifth Amendment to 2000 Directors Stock Option Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.66 therein)
10.16		Investment Management Agreement between Stateco Financial Services, Inc. and State Automobile Mutual Insurance Company, effective April 1, 1993	Form 10-K Annual Report for the year ended December 31, 1992 (see Exhibit 10 (N) therein)
10.17		Investment Management Agreement between Stateco Financial Services, Inc. and Meridian Security Insurance Company, effective June 1, 2001	Included herein
10.18		Investment Management Agreement between Stateco Financial Services, Inc. and State Auto Florida Insurance Company effective April 1, 2002	Included herein
10.19		Investment Management Agreement between Stateco Financial Services, Inc. and Midwest Security Insurance Company effective January 1, 1997	Included herein
10.20		Investment Management Agreement between Stateco Financial Services, Inc. and Meridian Citizens Mutual Insurance Company effective June 1, 2001	Included herein
10.21		Credit Agreement dated as of June 1, 1999 between State Auto Financial Corporation and State Automobile Mutual Insurance Company	Form 10-Q for the period ended June 30, 1999 (see Exhibit 10(LL) therein)
10.22		First Amendment to the June 1, 1999 Credit Agreement dated November 1, 1999 between State Auto Financial Corporation and State Automobile Mutual Insurance Company	Form 10-K Annual Report for the year ended December 31, 1999 (see Exhibit 10(AA) therein)
10.23		Second Amendment to the June 1, 1999 Credit Agreement dated December 1, 1999 between State Auto Financial Corporation and State Automobile Mutual Insurance Company	Form 10-Q for the period ended March 31, 2000 (see Exhibit 10(BB) therein)

121

Exhibit No.		Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
10.24	*	Employment Agreement dated as of May 22, 2003, between State Auto Financial Corporation and Robert H. Moone	Form 10-Q for the period ending June 30, 2003 (see 10(WW) therein)
10.25	*	First Amendment to Employment Agreement between State Auto Financial Corporation and Robert H. Moone dated as of May 11, 2005	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.59 therein)
10.26		Employment Agreement dated as of March 2, 2006, between State Auto Financial Corporation, State Automobile Mutual Insurance Company and Robert P. Restrepo, Jr.	Included herein
10.27	*	Amended and Restated Executive Agreement between State Auto Financial Corporation and Robert H. Moone dated as of May 11, 2005	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.58 therein)
10.28	*	Form of Executive Agreement between State Auto Financial Corporation and certain executive officers	Form 10-K Annual Report for the year ended December 31, 2000 (see Exhibit 10(CC) therein)
10.29		Form of Executive Agreement between State Auto Financial Corporation, State Automobile Mutual Insurance Company and Robert P. Restrepo, Jr.	Included herein
10.30		Amended and Restated Declaration of Trust of STFC Capital Trust I, dated as of May 22, 2003	Form 10-Q for the period ending June 30, 2003 (see 10(XX) therein)
10.31		Indenture dated as of May 22, 2003, for Floating Rate Junior Subordinated Debt Securities Due 2033	Form 10-Q for the period ending June 30, 2003 (see 10(YY) therein)
10.32		Property Catastrophe Overlying Excess of Loss Reinsurance Contract effective as of July 1, 2004	Form 10-K Annual Report for the year ended December 31, 2004 (See Exhibit 10.43 therein)
10.33		Property Catastrophe Overlying Excess of Loss Reinsurance Contract effective as of July 1, 2005	Included herein
10.34		Endorsement No. 1 to the Property Catastrophe Overlying Excess of Loss Reinsurance Contract effective November 9, 2005	Included herein
10.35		Put Agreement among State Automobile Mutual Insurance Company, State Auto Financial Corporation and KeyBank National Association dated November 12, 2003	Form 8-K Current Report filed on December 16, 2003 (see Exhibit 10.02 therein)
10.36		Standby Purchase Agreement between State Auto Financial Corporation and SAF Funding Corporation dated November 12, 2003	Form 8-K Current Report filed on December 16, 2003 (see Exhibit 10.03 therein)
10.37		Credit Agreement Among SAF Funding Corporation, The Lenders and KeyBank National Association dated November 12, 2003	Form 8-K Current Report filed on December 16, 2003 (see Exhibit 10.01 therein)

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Exhibit No.	Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
10.38	Standby Confirmation, effective November 10, 2004, to the Standby Purchase Agreement between State Auto Financial Corporation and SAF Funding Corporation dated November 12, 2003	Form 10-K Annual Report for the year ended December 31, 2004 (See Exhibit 10.47 therein)
10.39	Acknowledgment of Extension and First Amendment to Put Agreement effective November 10, 2004	Form 10-K Annual Report for the year ended December 31, 2004 (See Exhibit 10.48 therein)
10.40	Confirmation of Extension and First Amendment to Credit Agreement effective November 10, 2004	Form 10-K Annual Report for the year ended December 31, 2004 (See Exhibit 10.49 therein)
10.41	Indenture dated as of November 13, 2003, among State Auto Financial Corporation, as Issuer, and Fifth Third Bank as Trustee	Securities Act Registration Statement on Form S-4 (File No. 333-111507)(see Exhibit 4.01 therein)
10.42	Form of 6 1/4% Senior Note due 2013 (Exchange Note)	Securities Act Registration Statement on Form S-4 (File No. 333-111507)(see Exhibit 4.02 therein)
10.43	Credit Agreement dated as of November 9, 2005, among State Auto Financial Corporation, as borrower, a syndicate of financial institutions, as lenders, and KeyBank National Association, as Administrative Agent, Lead Arranger, Sole Book Runner and Swingline Lender	Form 8-K current Report filed on November 14, 2005 (see Exhibit 10.1 therein)
10.44	Cost Sharing Agreement among State Auto Property and Casualty Insurance Company, State Automobile Mutual Insurance Company, and State Auto Florida Insurance Company effective January 1, 2003	Form 10-K Annual Report for year ended December 31, 2002 (see Exhibit 10(OO) therein)
10.45	Midwest Security Insurance Company Management Agreement amended and restated as of January 1, 2000 by and among State Automobile Mutual Insurance Company, an Ohio corporation, State Auto Property and Casualty Insurance Company, a South Carolina corporation and Midwest Security Insurance (nka State Auto Insurance Company of Wisconsin), a Wisconsin corporation	Included herein
10.46	Reinsurance Pooling Agreement Amended and Restated as of January 1, 2005 by and among State Automobile Mutual Insurance Company, State Auto Property and Casualty Insurance Company, Milbank Insurance Company, State Auto Insurance Company of Wisconsin, Farmers Casualty Insurance Company, State Auto Insurance Company of Ohio, State Auto Florida Insurance Company, Meridian Security Insurance Company, and Meridian Citizens Mutual Insurance Company	Form 10-K Annual Report for the year ended December 31, 2004 (See Exhibit 10.55 therein)

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Exhibit No.		Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
10.47		Management and Operations Agreement, Amended and Restated as of January 1, 2005 by and among State Automobile Mutual Insurance Company, State Auto Financial Corporation, State Auto Property and Casualty Insurance Company, State Auto National Insurance Company, Milbank Insurance Company, State Auto Insurance Company of Ohio, Meridian Security Insurance Company, Meridian Citizens Mutual Insurance Company, Meridian Insurance Group, Inc., Farmers Casualty Insurance Company, Stateco Financial Services, Inc., Strategic Insurance Software, Inc., and 518 Property Management and Leasing, LLC	Form 10-Q for the period ending March 31, 2005 (see Exhibit 10.56 therein)
10.48	*	Amended and Restated Equity Incentive Compensation Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.60 therein)
10.49		Restricted Share Award Agreement under the Amended and Restated Equity Incentive Compensation Plan dated as of March 2, 2006 between State Auto Financial Corporation and Robert P. Restrepo, Jr.	Included herein
10.50	*	Form of Non-Qualified Stock Option Agreement under the Amended and Restated Equity Incentive Compensation Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.62 therein)
10.51		Non-Qualified Stock Option Agreement under the Amended and Restated Equity Incentive Compensation Plan of State Auto Financial Corporation dated March 2, 2006 between State Auto Financial Corporation and Robert P. Restrepo, Jr.	Included herein
10.52	*	Form of Incentive Stock Option Agreement under the Amended and Restated Equity Incentive Compensation Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.63 therein)
10.53	*	Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.61 therein)
10.54		First Amendment to the Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation	Included herein
10.55	*	Form of Restricted Share Unit Agreement for the Outside Directors Restricted Share Unit Plan of State Auto Financial Corporation	Form 10-Q for the period ending June 30, 2005 (see Exhibit 10.64 therein)
10.57	*	Amended and Restated SERP of State Auto Mutual effective as of January 1, 1994	Form 10-K Annual Report for the year ended December 31, 1997 (see Exhibit 10(HH) therein)

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Exhibit No.		Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
10.58	*	State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan (amended and restated as of March 1, 2001)	Included herein
10.59	*	First Amendment to the State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan (amendment effective as of December 1, 2005)	Included herein
10.60		Agreement of Assignment and Assumption dated as of March 1, 2001, among State Auto Financial Corporation, State Automobile Mutual Insurance Company, State Auto Property and Casualty Insurance Company, and Midwest Security Insurance Company (nka State Auto Insurance Company of Wisconsin) regarding the State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan	Included herein
10.61	*	Form of State Auto Insurance Companies Directors Deferred Compensation Agreement	Included herein
10.62	*	State Auto Property & Casualty Insurance Company’s Amended and Restated Incentive Deferred Compensation Plan (amended and restated as of March 1, 2001)	Included herein
10.63	*	First Amendment to the State Auto Property & Casualty Insurance Company’s Amended and Restated Incentive Deferred Compensation Plan (amendment effective as of November 22, 2002)	Included herein
10.64		Agreement of Assignment and Assumption dated as of March 1, 2001, among State Auto Financial Corporation, State Automobile Mutual Insurance Company, and State Auto Property and Casualty Insurance Company regarding the State Auto Property & Casualty Insurance Company’s Amended and Restated Incentive Deferred Compensation Plan	Included herein
10.65	*	Form of State Auto Property & Casualty Insurance Company’s Incentive Deferred Compensation Agreement	Included herein
21.01		List of Subsidiaries of State Auto Financial Corporation	Included herein
23.01		Consent of Independent Registered Public Accounting Firm	Included herein
24.01		Powers of Attorney – Paul W. Huesman and David J. D’Antoni	Form 10-Q for the period ended June 30, 1997 (see Exhibit 24(C) therein)

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Exhibit No.	Description of Exhibit	If incorporated by reference document with which Exhibit was previously filed with SEC
24.02	Power of Attorney – John R. Lowther	Form 10-Q for the period ended March 31, 1998 (see Exhibit 24(D) therein)
24.03	Power of Attorney –Robert P. Restrepo, Jr.	Included herein
24.04	Power of Attorney – Richard K. Smith	Form 10-K Annual Report for the year ended December 31, 2000 (See Exhibit 24(D) therein)
24.05	Power of Attorney – S. Elaine Roberts	Form 10-K Annual Report for the year ended December 31, 2002 (See Exhibit 24(F) therein)
24.06	Power of Attorney – Paul S. Williams	Form 10-K Annual Report for the year ended December 31, 2003 (See Exhibit 24.06 therein)
31.01	CEO certification required by Section 302 of Sarbanes-Oxley Act of 2002	Included herein
31.02	CFO certification required by Section 302 of Sarbanes-Oxley Act of 2002	Included herein
32.01	CEO certification required by Section 906 of Sarbanes-Oxley Act of 2002	Included herein
32.02	CFO certification required by Section 906 of Sarbanes-Oxley Act of 2002	Included herein

*Constitutes either a management contract or a compensatory plan or arrangement required to be filed as an Exhibit.

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EX-10.17

Exhibit 10.17

INVESTMENT MANAGEMENT AGREEMENT

This Agreement dated as of this 1st day of June, 2001 is by and between Stateco Financial Services, Inc. (“Stateco”), 518 East Broad Street, Columbus, Ohio 43215 and Meridian Security Insurance Company (“Meridian Security”), 2955 North Meridian Street, Indianapolis, Indiana 46208.

Recitals

Meridian Security, is an Indiana domiciled corporation engaged in the property-casualty insurance underwriting business.

In the ordinary course of its business it is charged with the responsibility of managing and investing policyholder premiums.

Stateco, an Ohio-domiciled corporation, is engaged in the business of providing financial services pertinent to an insurance business including, without limitation, investment management services.

Meridian Security desires to retain the services of Stateco as the investment manager for its investable assets, and Stateco is willing to serve in such capacity.

Therefore, in consideration of the mutual covenants set forth herein and INTENDING TO BE LEGALLY BOUND HEREBY, the parties hereto agree as follows:

1. Term

This agreement shall be for a one year term. It shall automatically renew for additional twelve month terms unless either party hereto gives written notice of its intention to terminate this agreement, which notice must be given at least ninety days prior to the annual anniversary date of the agreement.

2. Authority Granted to Stateco

a. Meridian Security understands and agrees that as its investment manager, Stateco shall have full discretion as to investment decisions which are consistent with the investment policy set by the Investment Committee of the Board of Directors of Meridian Security. The Investment Committee agrees to keep Stateco advised of any changes to investment policy adopted by the committee.

b. Stateco agrees to attend all Investment Committee meetings to review with the committee members the investment activities undertaken in the prior

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quarter, to respond to questions from committee members and to communicate with the Investment Committee with respect to investment plans, strategies and policies to be pursued by Stateco.

c. Meridian Security understands and agrees the discretion granted to Stateco herein empowers Stateco (within the policy constraints noted) to select investments to purchase, to allocate investable funds between tax free and taxable investments and to make decisions with respect to the sale of investments and the timing of such sale. Stateco is also authorized to give instructions to Meridian Security’s custodian(s), with respect to the purchase, sale, exchange and delivery of securities for Meridian Security’s account and disbursements relating thereto.

d. Stateco is also authorized to place brokerage orders for Meridian Security’s account through such brokerage firms as Stateco, in its sole discretion, may determine.

3. Stateco’s Obligations

a. Stateco agrees to maintain records of transactions in which it engages on Meridian Security’s behalf in such form and format as Meridian Security requires to comply with legal requirements applicable to it.

b. Stateco also agrees to act in good faith and exercise due care in carrying out its responsibilities hereunder. Stateco will not be liable for any error of judgment with respect to its investment decisions providing Stateco has acted in good faith and has exercised due care.

c. Stateco agrees to maintain strict confidence with respect to Meridian Security’s financial affairs. Meridian Security will maintain confidentiality of investment advice and investment decisions, except to the extent disclosure is mandated by law or disclosure is made to an affiliate of Meridian Security.

d. In consideration for the foregoing services provided and responsibilities to be accepted, Meridian Security agrees to pay Stateco based on the total investable assets of Meridian Security under its management, as per the Fee Schedule attached as Exhibit A. The fee will be paid quarterly. It will be reviewed annually and may be amended by mutual agreement, which shall be confirmed in a revised Fee Schedule to be executed by the parties.

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4. Arbitration

In the event of a dispute arising out of any parties performance under this agreement, the parties hereby understand and agree that if the dispute cannot be amicably resolved by the parties, they will arbitrate the dispute in accordance with the rules and procedures set forth in the Ohio Uniform Arbitration Act, which is hereby incorporated by reference.

5. Governing Law

This agreement shall be governed by Ohio law.

Stateco Financial Services, Inc.
By	/s/ Robert H. Moone
	Robert H. Moone, President

Meridian Security Insurance Company
By	/s/ Robert H. Moone

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EX-10.18

Exhibit 10.18

INVESTMENT MANAGEMENT AGREEMENT

This Agreement dated as of this 1st day of April, 2002 is by and between Stateco Financial Services, Inc. (“Stateco”), 518 East Broad Street, Columbus, Ohio 43215 and State Auto Florida Insurance Company (“SAFIC”), with its principal executive offices at 518 East Broad Street, Columbus, Ohio 43215.

Recitals

SAFIC, is a Florida domiciled corporation engaged in the property-casualty insurance underwriting business.

In the ordinary course of its business it is charged with the responsibility of managing and investing policyholders premiums.

Stateco, an Ohio-domiciled corporation, is engaged in the business of providing financial services pertinent to an insurance business including, without limitation, investment management services.

SAFIC desires to retain the services of Stateco as the investment manager for its investable assets and Stateco is willing to serve in such capacity.

Therefore, in consideration of the mutual covenants set forth herein and INTENDING TO BE LEGALLY BOUND HEREBY, the parties hereto agree as follows:

1. Term

This agreement shall be for a one year term. It shall automatically renew for additional twelve month terms unless either party hereto gives written notice of its intention to terminate this agreement, which notice must be given at least ninety days prior to the annual anniversary date of the agreement.

2. Authority Granted to Stateco

a. SAFIC understands and agrees that as its investment manager, Stateco shall have full discretion as to investment decisions which are consistent with the investment policy set by the Investment Committee of the Board of Directors of SAFIC. The Investment Committee agrees to keep Stateco advised of any changes to investment policy adopted by the committee.

b. Stateco agrees to attend all Investment Committee meetings to review with the committee members the investment activities undertaken in the prior quarter, to respond to questions from committee members and to communicate

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with the Investment Committee with respect to investment plans, strategies and policies to be pursued by Stateco.

c. SAFIC understands and agrees the discretion granted to Stateco herein empowers Stateco (within the policy constraints noted) to select investments to purchase, to allocate investable funds between tax free and taxable investments and to make decisions with respect to the sale of investments and the timing of such sale. Stateco is also authorized to give instructions to SAFIC’s custodian(s), with respect to the purchase, sale, exchange and delivery of securities for SAFIC’s account and disbursements relating thereto.

d. Stateco is also authorized to place brokerage orders for SAFIC’s account through such brokerage firms as Stateco, in its sole discretion, may determine.

3. Stateco’s Obligations

a. Stateco agrees to maintain records of transactions in which it engages on SAFIC’s behalf in such form and format as SAFIC requires to comply with legal requirements applicable to it.

b. Stateco also agrees to act in good faith and exercise due care in carrying out its responsibilities hereunder. Stateco will not be liable for any error of judgment with respect to its investment decisions providing Stateco has acted in good faith and has exercised due care.

c. Stateco agrees to maintain strict confidence with respect to SAFIC’s financial affairs. SAFIC will maintain confidentiality of investment advice and investment decisions, except to the extent disclosure is mandated by law or disclosure is made to an affiliate of SAFIC.

d. In consideration for the foregoing services provided and responsibilities to be accepted, SAFIC agrees to pay Stateco based on the total investable assets of SAFIC under its management, as per the Fee Schedule attached as Exhibit A. The fee will be paid quarterly. It will be reviewed annually and may be amended by mutual agreement, which shall be confirmed in a revised Fee Schedule to be executed by the parties.

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4. Arbitration

In the event of a dispute arising out of any parties performance under this agreement, the parties hereby understand and agree that if the dispute cannot be amicably resolved by the parties, they will arbitrate the dispute in accordance with the rules and procedures set forth in the Ohio Uniform Arbitration Act, which is hereby incorporated by reference.

5. Governing Law

This agreement shall be governed by Florida law.

Stateco Financial Services, Inc.
By	/s/ Robert H. Moone
	Robert H. Moone, President
State Auto Florida Insurance Company
By	/s/ John R. Lowther
	John R. Lowther
	Secretary

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EXHIBIT A

FEE SCHEDULE

Except as amended or modified by mutual agreement of the parties hereto, Stateco shall be paid an investment management fee every quarter based on a percentage of the average asset value of invested assets which average shall be calculated by adding the market value of invested assets at the beginning of the quarter and at the end of the quarter, dividing that sum by two.

The annual fee for fixed instruments including bonds, (taxable and tax-free) invested cash and preferred stock is 40 basis points or .004 times the average asset value of that category of invested asset.

The annual fee for all common stock portfolios is 50 basis points or .005 times the average asset value of that category of invested assets.

In addition, as respects the common stock portfolios, Stateco shall be entitled to a performance bonus based on the performance of the common stock portfolios determined in the following manner.

In the event the total return on any common stock portfolio exceeds for a particular quarter the total return for the S&P 500 for the same quarter, Stateco shall be paid an annual bonus of 10 basis points or .001 times the portion of the average asset value of the particular portfolio which exceeds the asset value of the same portfolio calculated based on the actual total performance of the S&P 500 for the quarter in question.

EX-10.19

Exhibit 10.19

INVESTMENT MANAGEMENT AGREEMENT

This agreement dated this 11th day of March, 1997 but effective as of January 1, 1997, is by and between Stateco Financial Services, Inc. (aka Stateco, Inc.) (“Stateco”), 518 East Broad Street, Columbus, Ohio 43215 and Midwest Security Insurance Company, 2700 Midwest Drive, Onalaska, Wisconsin 54650 (“Midwest”).

Recitals

Midwest, a Wisconsin domiciled property-casualty insurance company receives policyholders’ premiums and holds those premiums for payment of valid claims.

In the ordinary course of its business it is charged with the responsibility of managing and investing said policyholder premiums.

Stateco, an Ohio-domiciled corporation, is engaged in the business of providing financial services pertinent to an insurance business including, without limitation, investment management services.

Midwest desires to retain the services of Stateco as the investment manager for its investable assets, including, without limitation, policyholders’ surplus, and Stateco is willing to serve in such capacity.

Therefore, in consideration of the mutual covenants set forth herein and INTENDING TO BE LEGALLY BOUND HEREBY, the parties hereto agree as follows:

1. Term

a. This agreement shall be for a one year term. It shall automatically renew for additional twelve month terms unless either party hereto gives written notice of its intention to terminate this agreement, which notice must be given at least ninety days prior to the annual anniversary date of the agreement.

2. Authority Granted to Stateco

a. Midwest understands and agrees that as its investment manager, Stateco shall have full discretion as to investment decisions which are consistent with the investment policy set by the Investment Committee of the Board of Directors of Midwest. The Investment Committee agrees to keep Stateco advised of any changes to investment policy adopted by the committee.

b. Stateco agrees to attend all Investment Committee meetings to review with the committee members the investment activities undertaken in the prior quarter, to respond to questions from committee members and to communicate with the Investment Committee with respect to investment plans, strategies and policies to be pursued by Stateco.

c. Midwest understands and agrees the discretion granted to Stateco herein empowers Stateco (within the policy constraints noted) to select investments to purchase, to allocate investable funds between tax free and taxable investments and to make decisions with respect to the sale of investments and the timeing of such sale. Stateco is also authorized to give instructions to Midwest’s custodian(s), with respect to the purchase, sale, exchange and delivery of securities for Midwest’s account and disbursements relating thereto.

d. Stateco is also authorized to place brokerage orders for Midwest’s account through such brokerage firms as Stateco, in its sole discretion, may determine.

3. Stateco’s Obligations

a. Stateco agrees to maintain records of transactions in which it engages on Midwest’s behalf in such form and format as Midwest requires to comply with legal requirements applicable to it.

b. Stateco also agrees to act in good faith and exercise due care in carrying out its responsibilities hereunder. Stateco will not be liable for any error of judgment with respect to its investment decisions providing Stateco has acted in good faith and has exercised due care.

c. Stateco agrees to maintain strict confidence with respect to Midwest’s financial affairs. Midwest will maintain confidentiality of investment advice and investment decisions, except to the extent disclosure is mandated by law or disclosure is made to an affiliate of Midwest.

d. In consideration for the foregoing services provided and responsibilities to be accepted, Midwest agrees to pay Stateco based on the total investable assets of Midwest under its management, as per the Fee Schedule attached as Exhibit A. The fee will be paid quarterly. It will re reviewed annually and may be amended by mutual agreement, which shall be confirmed in a revised Fee Schedule to be executed by the parties.

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4. Arbitration

a. In the event of a dispute arising out of any parties performance under this agreement, the parties hereby understand and agree that if the dispute cannot be amicably resolved by the parties, they will arbitrate the dispute in accordance with the rules and procedures set forth in the Wisconsin Uniform Arbitration Act, which is hereby incorporated by reference.

5. Governing Law

a. This agreement shall be governed by Wisconsin law.

Stateco Financial Services, Inc.
By	/s/ James E. Duemey
Midwest Security Insurance Company
By	/s/ Robert H. Moone

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EX-10.20

Exhibit 10.20

INVESTMENT MANAGEMENT AGREEMENT

This Agreement dated as of this 1st day of June. 2001 is by and between Stateco Financial Services, Inc. (“Stateco”), 518 East Broad Street, Columbus, Ohio 43215 and Meridian Citizens Mutual Insurance Company (“Meridian Citizens”), 2955 North Meridian Street, Indianapolis, Indiana 46208.

Recitals

Meridian Citizens, is an Indiana domiciled corporation engaged in the property-casualty insurance underwriting business.

In the ordinary course of its business it is charged with the responsibility of managing and investing policyholder premiums.

Stateco, an Ohio-domiciled corporation, is engaged in the business of providing financial services pertinent to an insurance business including, without limitation, investment management services.

Meridian Citizens desires to retain the services of Stateco as the investment manager for its investable assets, and Stateco is willing to serve in such capacity.

Therefore, in consideration of the mutual covenants set forth herein and INTENDING TO BE LEGALLY BOUND HEREBY, the parties hereto agree as follows:

1. Term

This agreement shall be for a one year term. It shall automatically renew for additional twelve month terms unless either party hereto gives written notice of its intention to terminate this agreement, which notice must be given at least ninety days prior to the annual anniversary date of the agreement.

2. Authority Granted to Stateco

a. Meridian Citizens understands and agrees that as its investment manager, Stateco shall have full discretion as to investment decisions which are consistent with the investment policy set by the Investment Committee of the Board of Directors of Meridian Citizens. The Investment Committee agrees to keep Stateco advised of any changes to investment policy adopted by the committee.

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b. Stateco agrees to attend all Investment Committee meetings to review with the committee members the investment activities undertaken in the prior quarter, to respond to questions from committee members and to communicate with the Investment Committee with respect to investment plans, strategies and policies to be pursued by Stateco.

c. Meridian Citizens understands and agrees the discretion granted to Stateco herein empowers Stateco (within the policy constraints noted) to select investments to purchase, to allocate investable funds between tax free and taxable investments and to make decisions with respect to the sale of investments and the timing of such sale. Stateco is also authorized to give instructions to Meridian Citizens’ custodian(s), with respect to the purchase, sale, exchange and delivery of securities for Meridian Citizens’ account and disbursements relating thereto.

d. Stateco is also authorized to place brokerage orders for Meridian Citizens’ account through such brokerage firms as Stateco, in its sole discretion, may determine.

3. Stateco’s Obligations

a. Stateco agrees to maintain records of transactions in which it engages on Meridian Citizens’ behalf in such form and format as Meridian Citizens requires to comply with legal requirements applicable to it.

b. Stateco also agrees to act in good faith and exercise due care in carrying out its responsibilities hereunder. Stateco will not be liable for any error of judgment with respect to its investment decisions providing Stateco has acted in good faith and has exercised due care.

c. Stateco agrees to maintain strict confidence with respect to Meridian Citizens’ financial affairs. Meridian Citizens will maintain confidentiality of investment advice and investment decisions, except to the extent disclosure is mandated by law or disclosure is made to an affiliate of Meridian Citizens.

d. In consideration for the foregoing services provided and responsibilities to be accepted, Meridian Citizens agrees to pay Stateco based on the total investable assets of Meridian Citizens under its management, as per the Fee Schedule attached as Exhibit A. The fee will be paid quarterly. It will be reviewed annually and may be amended by mutual agreement, which shall be confirmed in a revised Fee Schedule to be executed by the parties.

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4. Arbitration

In the event of a dispute arising out of any parties performance under this agreement, the parties hereby understand and agree that if the dispute cannot be amicably resolved by the parties, they will arbitrate the dispute in accordance with the rules and procedures set forth in the Ohio Uniform Arbitration Act, which is hereby incorporated by reference.

5. Governing Law

This agreement shall be governed by Ohio law.

Stateco Financial Services, Inc.
By	/s/ Robert H. Moone
	Robert H. Moone, President

Meridian Citizens Mutual Insurance Company
By	/s/ Robert H. Moone

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EX-10.26

Exhibit 10.26

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made as of March 2, 2006, by and among State Auto Financial Corporation, an Ohio corporation (“State Auto Financial”), State Auto Property and Casualty Insurance Company, a South Carolina domiciled insurance company (“State Auto P&C”), and State Automobile Mutual Insurance Company, an Ohio domiciled mutual insurance company (“State Auto Mutual”), and Robert P. Restrepo, Jr. (“Executive”). State Auto Financial, State Auto Mutual and each of their respective wholly owned subsidiaries and insurer affiliates, present and future, are hereinafter collectively referred to as “State Auto.”

Background Information

WHEREAS, State Auto P&C is the principal operating, wholly owned subsidiary of State Auto Financial and the employer of record of all employees of State Auto, and State Auto Financial is a majority owned subsidiary of State Auto Mutual, while State Auto Mutual is the ultimate controlling person in the State Auto holding company system; and

WHEREAS, as a result of the Executive’s dual role, as described below, in serving State Auto Financial, State Auto Mutual and the other State Auto companies, it is appropriate that this Employment Agreement be entered into among State Auto P&C, State Auto Financial, State Auto Mutual and Executive; and

WHEREAS, State Auto desires to employ Executive as the Chairman of the Board and Chief Executive Officer and, effective as of March 3, 2006, President of State Auto;

WHEREAS, Executive desires to accept such employment on the terms and conditions set forth below.

Statement of Agreement

NOW, THEREFORE, in consideration of such employment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I Definitions.

Capitalized terms used herein which are not defined herein shall have the meanings ascribed to such terms in the Executive Agreement dated the same date as this Agreement between State Auto Financial, State Auto Mutual and Executive (the “Executive Agreement”), a copy of the form of which is attached hereto as Exhibit A and incorporated herein by this reference.

Article II Actions by State Auto Boards.

On or prior to the Commencement Date (as defined below), each respective State Auto Board of Directors and applicable committees thereof shall take such actions as may be necessary or appropriate to elect Executive as a director of such State Auto company and to elect Executive

to the offices of Chairman and Chief Executive Officer and, effective as of March 3, 2006, President of such State Auto company.

Article III Employment Duties and Term.

(A) Duties.

Executive shall perform the duties of the offices of Chairman of the Board and Chief Executive Officer and effective March 3, 2006, President of State Auto as described in the Bylaws or the Code of Regulations, as applicable, of each State Auto company, as well as such other duties and services requested or directed by any State Auto Board of Directors, consistent with Executive’s offices herein. Executive shall devote the Executive’s full time and attention and best efforts to the performance of such duties. Executive shall serve as an officer of State Auto so long as Executive shall be duly elected by the respective State Auto Boards of Directors at any time or times during the term of this Agreement.

(B) Term.

The initial term of this Agreement shall be for a period commencing on March 2, 2006 (“Commencement Date”), and ending on March 1, 2009, unless terminated at an earlier date pursuant to an event described in Article V of this Agreement (referred to hereafter as the “Employment Period”). This Agreement may be renewed at the end of any term hereof for additional one-year terms, upon the mutual written consent of the parties hereto. It is understood and agreed that if Executive desires to renew the Agreement at such time on terms substantially similar to those set forth herein, but State Auto does not, that shall constitute a termination without cause as defined in Article V(E) below. It is further understood and agreed that if State Auto desires to renew the Agreement at such time on terms substantially similar to those set forth herein but Executive does not, that shall constitute a voluntary termination by Executive under Article V(C) below. It is further understood that in the event State Auto and Executive agree that Executive is to perform his duties for a period not to exceed sixty (60) days following the expiration of the Agreement, that shall not effect a waiver of any right Executive might have to severance benefits otherwise contemplated by the terms of this Agreement.

Article IV Compensation.

State Auto agrees to pay to Executive and Executive agrees to accept the following amounts as compensation in full for Executive’s services in any capacity hereunder or in the performance of other like duties assigned to Executive by the Board of Directors of State Auto:

(A) Base Compensation.

During the Employment Term, State Auto shall pay to Executive a base salary (the “Base Salary”) in the amount of Six Hundred Thousand ($600,000) Dollars per year, payable in accordance with State Auto’s general policies and procedures for payment of compensation to its salaried personnel, plus such increases in annual base compensation that the Compensation Committee of the Board of Directors of State Auto Financial (the “STFC Compensation Committee”) may authorize as provided herein. The compensation of Executive shall be reviewed by the STFC Compensation Committee no less often than once each calendar year during the Employment Term and any renewal terms hereof and may be increased by the STFC Compensation Committee as it determines in the good faith exercise of its business judgment based on such factors as the STFC Compensation Committee deems appropriate. In no event shall the Base Salary be less than the Base Salary set forth above; provided, however, that this restriction may be suspended by the STFC Compensation Committee if the STFC Compensation Committee and Executive mutually agree, on the basis of such commercially reasonable factors as each deems appropriate in the good faith exercise of their respective

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business judgment, that imposing such suspension is in the best interests of State Auto Financial (“Exigent Circumstances”).

(B) Participation in State Auto’s Incentive Cash Compensation Plans.

(1) The STFC Compensation Committee shall provide a cash incentive bonus arrangement (the “Arrangement”) for Executive with an incentive bonus target equal to no less than 100% of the Executive’s then current Base Salary. It is contemplated that 75% of the Arrangement shall be “performance-based compensation,” as such term is used in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and payable based upon the achievement of peer comparison and/or other performance goals determined by the STFC Compensation Committee and 25% of the Arrangement shall be payable at the discretion of the STFC Compensation Committee. For the 2006 calendar year, Executive shall receive no less than 25% of the bonus target for the Arrangement for that year. Such payment shall be made as of June 1 or as soon as administratively practicable thereafter, but in no event, later than December 31^st of the year in which the bonus calculation is completed. The performance goals and other terms and conditions of the Arrangement shall be determined and approved annually by the STFC Compensation Committee and communicated to Executive at such time of approval. The terms of the Arrangement may be amended from time to time by the STFC Compensation Committee. It is understood and agreed that the bonus compensation potential from the Arrangement, as it may be amended by the STFC Compensation Committee for subsequent calendar year periods, shall not be less than the bonus compensation potential available to Executive under the Arrangement in effect for Executive on the date of this Agreement, provided that this restriction may be suspended due to Exigent Circumstances, provided Executive and the STFC Compensation Committee mutually agree that such Exigent Circumstances exist.

(2) Executive shall participate in the State Auto Quality Performance Bonus Plan (“QPB Plan”) or any similar cash incentive compensation plan generally made available to executives of State Auto, so long as State Auto continues to offer the QPB Plan or a similar plan to such executives. It is understood and agreed that the QPB Plan or any similar cash incentive compensation plan may be amended, suspended or terminated by State Auto at any time. The QPB Plan requires the employee to have completed two full calendar quarters of service to be eligible for a bonus under the QPB Plan. Since Executive will not be eligible for a bonus under the QPB Plan until the performance period beginning in October 2006, Executive shall be paid an additional bonus equal to the amount of the bonus under the QPB Plan he would have received had he been eligible to receive such a bonus, if such a bonus is actually earned during the first, second or third quarters of 2006.

(C) Upfront Compensation.

Within five business days of the execution of this Agreement by the parties hereto, Executive shall receive a cash payment in the amount of Four Hundred Thousand ($400,000) Dollars. In addition, Executive shall receive 10,500 common shares of STFC which shall be subject to restrictions on transfer until March 2, 2009 (the “restricted shares”) and an equity award of options to purchase 30,000 common shares of STFC at such shares fair market value (as of the date this Agreement is executed), of which options to purchase 15,000 common shares of STFC will represent additional consideration in contemplation of Executive’s lost opportunities in long term plans sponsored by his former employer. The grant of the restricted shares and

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options shall be made pursuant to the State Auto Financial Corporation Amended and Restated Equity Incentive Compensation Plan and the terms set forth in separate Equity Plan Award Agreements, which are incorporated herein by this reference, as partial consideration of the benefits and compensation from Executive’s previous employer which Executive has forgone by accepting employment with State Auto.

(D) Relocation Expenses.

State Auto shall reimburse Executive for the expenses he and his family incurs in relocating to Columbus, Ohio, including but not limited to moving expenses, temporary additional living expenses while Executive continues to own his current principal residence and such other programs and reimbursements State Auto makes available to its current employees who relocate as part of their employment (except that State Auto will not provide to Executive the Selling Your Current Home elements of State Auto’s relocation benefit), all as described in State Auto’s Employee Reference Guide. Executive agrees to reimburse State Auto for relocation expenses State Auto paid based on the following schedule, if Executive voluntarily terminates his employment within two years from the Commencement Date: voluntary termination within one year of the Commencement Date - 100% reimbursement; voluntary termination after more than one year but less than two years from the Commencement Date - 50% reimbursement.

(E) Long Term Incentive Compensation Plan

It is understood and agreed that the STFC Compensation Committee intends to design a long term incentive compensation plan (the “Long Term Plan”) that would be applicable to Executive and certain other executives of State Auto. If and when implemented by the STFC Compensation Committee, Executive shall have the right to participate in the Long Term Plan on the terms and conditions determined and approved by the STFC Compensation Committee.

(F) Participation in Retirement Plan and Rights Under Other Agreements.

(1) Executive shall be entitled to participate in the following plans: (a) any State Auto employee stock purchase plan; (b) the State Auto Insurance Companies Employee Retirement Plan, a noncontributory, defined benefit retirement plan, qualified under Section 401(a) of the Code; (c) the State Auto Insurance Companies Capital Accumulation Plan, a defined contribution plan, qualified under Section 401(k) of the Code; and (d) any successor or similar stock purchase or retirement plans generally made available to employees of State Auto, so long as State Auto continues to offer such plans or similar plans to employees of State Auto. It is understood and agreed that the foregoing plans or any successor or similar plans may be amended, suspended, or terminated by State Auto at any time.

(2) Executive shall be entitled to participate in State Auto’s nonqualified, unfunded, non-contributory Supplemental Executive Retirement Plan, or any successor or similar retirement plan made available to executives of State Auto, so long as State Auto continues to offer such plan or successor or similar plans to executives of State Auto. It is understood and agreed that the foregoing plan or any successor or similar plans may be amended, suspended or terminated by State Auto at any time. It is further understood and agreed that during the rest of the calendar year 2006, the STFC Compensation Committee will work with the Executive to develop and implement a pension supplement and no later than December 31, 2006, this Agreement will be amended to reflect the terms of such plan,

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(3) Executive shall be entitled to participate in the Amended and Restated Equity Incentive Compensation Plan or any successor or additional equity based compensation plans (the “Equity Plans”) implemented by State Auto. Notwithstanding any other provision contained in the Equity Plans, in the event Executive’s employment is terminated for any reason, he shall have a period of not less than ninety (90) days in which to exercise any equity based award made pursuant to the Equity Plans, which has vested pursuant to the terms of such Equity Plans, provided, however, that the period during which such award can be exercised will be such longer period as is provided under the terms of such equity based award agreement then applicable. However, notwithstanding the foregoing, if such exercise period spans two consecutive calendar years, such exercise shall occur no later than March 15^th of the second calendar year. It is understood and agreed that any Equity Plan may be amended, suspended or terminated by the STFC Compensation Committee at any time.

(G) Other Fringe Benefits.

In addition to the benefits provided for in Article IV, Executive shall receive and enjoy any and all other fringe benefits generally made available to employees of State Auto as described in State Auto’s Employee Reference Guide, in accordance with State Auto’s regular employment policies and practices. In addition, the STFC Compensation Committee and the Boards of Directors of State Auto Financial and State Auto Mutual shall have the authority to grant such additional fringe benefits and perquisites to Executive as each, in its discretion, deems appropriate. In addition, Executive shall be entitled to reimbursement for all out-of-pocket expenses incurred by Executive in the performance of his duties hereunder; provided that such reimbursement shall be in accordance with State Auto’s then existing policy regarding the same.

(H) Participation in Future Compensation, Retirement, and Fringe Benefit Plans.

In addition to the benefits provided for in Article IV, Executive shall participate in and shall also receive and enjoy such other compensation, retirement, or fringe benefits which are now or in the future generally made available to executives of State Auto.

(I) Deferred Compensation.

State Auto agrees that, if requested by Executive, it will enter into an unfunded deferred compensation agreement acceptable to Executive that conforms to existing law regarding such arrangements, including Section 409A of the Code, providing for the deferral at the election of Executive of certain compensation payable to Executive.

(J) Vacation

Executive shall be entitled to four (4) weeks of paid vacation and such other personal absence days as State Auto provides its other employees. After five years of employment, Executive shall be entitled to an additional week of paid vacation, consistent with State Auto’s employment policies and practices then in place.

Article V Termination.

(A) Disability.

If during the term of this Agreement Executive shall be unable to perform substantially his duties hereunder because of illness or other incapacity (referred to hereafter as “Disability”), and such Disability shall persist for a period of at least six (6) months in any twelve month period, State Auto shall thereafter have the right, on not less than forty-five (45) days written notice to Executive, to terminate Executive’s employment under this Agreement, in which case the date

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of employment termination shall be not less than the forty-fifth (45th) day following the date of written notice. In such event, in addition to any other benefits to which Executive would be entitled, State Auto shall be obligated to pay Executive his full compensation pursuant to Sections (A), (B), and (E) of Article IV hereof accruing through the date of employment termination. Thereafter, State Auto shall be obligated to pay Executive an amount equal to eighty percent (80%) of the Executive’s then-current Base Salary, less any benefits to which Executive might be entitled under State Auto’s long term disability plan described in State Auto’s Employee Reference Guide that is current as of the date of such employment termination. The compensation provided under this Section shall continue for the full period of Disability or until Executive attains age 65, whichever first occurs. A determination of Disability shall be subject to the certification of a qualified medical doctor agreed to by State Auto and Executive or, in the event of Executive’s incapacity to designate a qualified medical doctor, by Executive’s legal representative. If State Auto and Executive (or his legal representative, as the case may be) fail to agree upon a qualified medical doctor, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, who shall make the determination as to Disability. In addition to the foregoing disability compensation described in this Article V Section (A), Executive shall continue to receive such health insurance benefits or their equivalent as he and his spouse receive on the effective date hereof, as well as such group life insurance as Executive has in place on his life, as of the date of Disability, pursuant to the terms of such plans as are generally made available to State Auto employees. Executive’s compensation and other benefits described in Article IV shall be reinstated in full upon his return to employment and the discharge of his full duties hereunder.

(B) Death.

In the event of Executive’s death during his employment hereunder, in addition to any other benefits to which any person would be entitled upon Executive’s death, State Auto shall continue to pay his then-current Base Salary for a period of twelve (12) full calendar months following the month in which his death occurs. A pro rata share of the compensation to which Executive is entitled pursuant to Article IV Section (B) and (E) hereof shall be paid pursuant to the terms of Executive’s Arrangement, the QPB Plan, and the Long Term Plan (collectively, the “Bonus Plans”), provided the bonus contemplated by any of the Bonus Plans is in fact earned under the terms of such Bonus Plan then in effect for the particular period in which Executive were to die. Said pro rata share of the bonus due under the Arrangement shall be determined by dividing a numerator equal to the number of whole months that have elapsed in the calendar year on the date of the Executive’s death by the denominator of 12. Said pro rata share of any bonus due under the QPB Plan shall be determined by dividing a numerator equal to the number of whole months that have elapsed in the calendar quarter on the date of the Executive’s death, divided by a denominator of three (3). The pro-rata share of the payment due under the Long Term Plan shall be determined by dividing a numerator equal to the number of whole months that have elapsed in the then current Long Term Plan’s measurement period on the date of the Executive’s death divided by a denominator equal to the duration of the measurement period. Executive’s compensation for the period following his death shall be paid to the beneficiary indicated on the Beneficiary Designation attached hereto as Exhibit B. If either the bonus due under the QPB Plan or the bonus due under the Arrangement or the Long Term Plan is earned under Article IV Section (B) and (E), respectively, said sums will be paid to the Beneficiary as soon as practicable following the end of the calendar quarter or calendar year as the case may be following the determination by State Auto that either the bonus due under the QPB Plan or the bonus due under the Arrangement or the Long Term Plan has in fact been earned pursuant to the terms of each such bonus opportunity, but no later than March 15 following such calendar year. In addition to the foregoing, in the event of Executive’s death during his employment hereunder, Executive’s spouse shall be entitled to participate in State Auto’s fringe benefit programs as would the spouse of any other deceased State Auto employee in similar circumstances.

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(C) Voluntary Termination.

Except as provided in the Executive Agreement, in the event Executive voluntarily terminates his employment, including, without limitation, Retirement initiated solely by Executive, he shall cease to receive compensation as of the date of such termination of his employment, except that to which he may then be entitled pursuant to the QPB Plan, as then in effect for executives, the Arrangement and the Long Term Plan. It is understood and agreed that as respects the QPB Plan, the Arrangement and the Long Term Plan, Executive is required to be employed by State Auto on the date such amount is paid, if he had in fact earned such bonus under the terms of the QPB Plan, the Arrangement and the Long Term Plan.

(D) Termination for Cause.

(1) In the event that the Boards of Directors of State Auto Mutual, State Auto Financial and State Auto P&C (collectively, the “Boards”) jointly determine that this Agreement and Executive’s employment should be terminated for Cause, as defined in (2) below, Executive shall be entitled: (a) to receive payment of any Base Salary accrued through the date of termination of employment and (b) to receive the compensation to which he may be entitled pursuant to the QPB Plan, the Arrangement then in effect and the Long Term Plan, as then in effect. If the Boards decide to terminate this Agreement as provided in this Section, State Auto will give Executive thirty (30) days advance written notice of its intention to terminate this Agreement. In the event of a termination for Cause, Executive’s employment shall cease on the date the above described notice is delivered to Executive, but this Agreement will not terminate until the expiration of the notice period. It is further understood and agreed that should Executive dispute the fact that Cause, as defined herein, exists for such termination, Executive has the right to pursue a claim in Arbitration under Section 12 of the Executive Agreement for such benefits that would otherwise have been due to him under Section (E) of this Article V.

(2) For purposes of this Section D of Article V, it is understood and agreed that Cause shall mean the following: (a) the willful and continued failure of the Executive to perform the Executive’s duties with State Auto (other than any such failure resulting from incapacity due to a Disability), after a written demand for performance is delivered to the Executive by the Boards which specifically identifies the manner in which the Boards believe that the Executive has not performed the Executive’s duties; (b) the willful engaging by the Executive in illegal conduct or gross misconduct which has a material adverse affect on State Auto, as determined by the Boards; (c) the breach of any provision of Article VII hereof which has a material adverse affect on State Auto, as determined by the Boards; or (d) the willful failure to comply with any State Auto code of conduct or code of ethics applicable to Executive, as determined by the Boards. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of State Auto. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Boards or upon the advice of counsel for State Auto, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of State Auto.

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(E) Termination without Cause.

In the event that the Boards determine that this Agreement and the employment of Executive should be terminated for a reason other than death, Disability, Retirement initiated solely by Executive, or for Cause (such reason is hereafter referred to as a “Termination Without Cause”), Executive, or his designated beneficiary, shall be entitled to his then current Base Salary and benefits under Section (G) of Article IV for twenty-four months after termination of employment. In addition, Executive shall be entitled to receive the average of the annual aggregate bonus under the QPB Plan (or its successor) earned by the Executive in each of the two calendar years immediately preceding the calendar year in which the Termination without Cause occurs and the average of the amount earned under the Executive’s Arrangement and the Long Term Plan in place in each of the two calendar years immediately preceding the calendar year in which the Termination without Cause occurs. Furthermore, in this event, any stock options granted to Executive shall vest on the termination date, notwithstanding any vesting schedule set forth in any outstanding option agreements with Executive. In addition, in this event, Executive shall be entitled: (a) to receive payment of any Base Salary accrued through the date of termination of employment and (b) to receive a pro-rated amount of compensation to which he may be entitled pursuant to the QPB Plan, the Arrangement then in effect and the Long Term Plan, as then in effect, based on the effective date of the termination described in this section (E). Such amounts shall be paid as soon as administratively practicable, but no later than March 15 of the subsequent calendar year. In addition to the foregoing, in the event of Termination without Cause, Executive shall be entitled to receive from the Companies an amount equal to the Companies’ then current monthly per employee cost of providing State Auto’s health insurance benefit multiplied by 24, plus such additional amount that represents a gross up of the taxes due for that particular amount of income.

(F) Change of Control.

In the event that State Auto shall undergo a Change of Control, as defined in the Executive Agreement, and Executive terminates his employment for Good Reason, as defined in the Executive Agreement, in lieu of any compensation otherwise provided under this Agreement, Executive shall be entitled to the benefits described in the Executive Agreement.

(G) Mitigation.

In the event that Executive voluntarily terminates his employment, as set forth in Article V Section (C) herein, or Executive’s employment pursuant to this Agreement is terminated without Cause, as set forth in Article V Section (E) herein, or Executive is terminated pursuant to a Change of Control, as set forth in Article V Section (F) herein, Executive shall have no duty to mitigate his damages by seeking other employment, and State Auto shall not be entitled to set off against amounts payable hereunder any compensation which he may receive from future employment.

(H) Specified Employee Delay.

In the event the Executive is a Specified Employee as defined in Section 409A of the Code, any payments under this Agreement due to a separation from service and subject to Section 409A of the Code shall be delayed until a date that is six months after the date of separation from service (or, if earlier, the date of death of the Specified Employee). Payments to which a Specified Employee would otherwise be entitled during the first six months following the date of separation shall be accumulated and paid as of the first date of the seventh month following the date of separation from service.

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Article VI Executive’s Rights Under Certain Plans.

Notwithstanding anything contained herein, State Auto agrees that the benefits provided to Executive herein are not in lieu of any rights and privileges to which Executive may be entitled as an employee of State Auto under any retirement, pension, insurance, hospitalization, or other plan which may now or hereafter be in effect, it being understood that, except to the extent currently provided in such plans, Executive shall have the same rights and privileges to participate in such plans or benefits as any other employee of State Auto. If Executive shall be entitled to participate in any retirement or fringe benefit plan pursuant to the terms of this Agreement after the cessation of his employment and if the terms of any such retirement or fringe benefit plan do not permit continued participation by Executive after termination of employment, then State Auto will arrange for other coverage at State Auto’s expense providing substantially similar benefits.

Article VII Confidential Information.

Executive agrees to receive Confidential Information (as defined below) of State Auto in confidence, and not to disclose to others, assist others in the application of, or use for his own gain, such information, or any part thereof, unless and until it has become public knowledge or has come into the possession of such other or others by legal and equitable means and other than as a result of disclosure by Executive. Executive further agrees that, upon termination of his employment with State Auto, all documents, records, notebooks, and similar repositories containing Confidential Information, including copies thereof, then in Executive’s possession, whether prepared by him or others, will be left with State Auto. For purposes of this Article VII, “Confidential Information” means information disclosed to Executive or known by State Auto, which is not generally known in the business in which State Auto is or may become engaged, including, but not limited to, information about State Auto’s services, trade secrets, financial information, customer lists, books, records, memoranda, and other proprietary information of State Auto. Executive further agrees that during the employment period he will devote substantially all of his time and effort to the performance of his duties hereunder and will refrain from engaging on his own behalf or on the behalf of a third party in any line of activities or business in which State Auto is or may become engaged. With the concurrence of the Boards, Executive may serve on the board of directors of another public company, in addition to the board of directors of State Auto Financial, if that opportunity presents itself. Executive is also not discouraged from becoming involved in community and charitable activities in Columbus, Ohio. Executive further agrees that the obligation to maintain confidentiality created by this Article VII shall continue in effect for the duration of this Agreement and for three years following the termination of Executive’s employment with State Auto, but that thereafter this obligation shall expire. Executive further agrees that for a period of one year following termination of Executive’s employment with State Auto, Executive will not engage in the property casualty insurance underwriting business as an officer, director or employee of an insurer domiciled in any state where State Auto operates which has direct written premium in excess of $1 billion as of the end of the calendar year immediately preceding the Executive’s termination of employment with State Auto. Executive also agrees that for a period of two years following termination of his employment, he shall not hire, solicit for hiring or otherwise induce any employee of State Auto to leave State Auto’s employment.

Executive agrees that money damages would not be a sufficient remedy for State Auto for any breach of this Section by Executive. Accordingly, State Auto shall be entitled to specific performance and injunctive and other equitable relief for any breach by Executive of this Section, without any showing of irreparable harm or damage or the posting of any bond. Such

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remedies shall not be deemed to be the exclusive remedies for a breach of this Section, but shall be in addition to all other remedies available at law or equity.

Article VIII Successors.

(A) As to State Auto.

This Agreement shall inure to the benefit of and be binding upon State Auto, its successors and assigns, including without limitation, any person, partnership, or corporation which may acquire voting control of State Auto Financial or all or substantially all of its assets and business, or which may be a party to any consolidation, merger, or other transaction that results in a Change of Control of State Auto Financial or State Auto Mutual.

(B) As to Executive.

This Agreement shall also inure to the benefit of and be binding on Executive, his heirs, successors, and legal representatives.

Article IX COBRA Continuation Coverage.

Notwithstanding any provision of this Agreement to the contrary, in the event of any qualifying event, as defined in Section 4980B(f) of Code, Executive and his qualifying beneficiaries shall be entitled to continuation of health care coverage, as provided under Section 4980B(f) of the Code. The foregoing is intended as a statement of Executive’s continuation coverage rights and is in no way intended to limit any greater rights of Executive or his qualified beneficiaries under this Agreement. If a greater benefit is available to Executive or his qualifying beneficiaries under this Agreement or otherwise, Executive or his qualified beneficiaries may forego continuation coverage and elect instead such greater benefit.

Article X Indemnification.

State Auto, as provided for in its Amended and Restated Articles of Incorporation, its Amended and Restated Bylaws, and its Indemnification Agreement with Executive, shall indemnify Executive to the full extent of the general laws of the State of Ohio, now or hereafter in force, including the advance of expenses under procedures provided by such laws.

Article XI General Provisions.

(A) Entire Agreement.

This Agreement contains the entire agreement of the parties hereto with respect to the employment of Executive by State Auto, and completely supersedes any prior employment agreements or arrangements between the parties hereto. The parties hereto agree that this Agreement cannot be hereafter amended, modified, or supplemented in any respect, except by a subsequent written agreement signed by both parties hereto. . The parties also agree that this Agreement shall be amended and/or modified as necessary to comply with Section 409A of the Code or regulations issued thereunder.

(B) Applicable Law.

This Agreement shall be governed in all respects by the laws of the State of Ohio.

(C) Notices.

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All notices under this Agreement shall be in writing and will be duly given if sent by registered or certified mail to the respective parties to the addresses set forth below or such other addresses as the parties may hereafter designate in writing for such purpose:

(1) If to either State Auto Financial, State Auto P&C or State Auto Mutual, to 518 East Broad Street, Columbus, Ohio 43215, Attention: Secretary; and

(2) If to Executive, to the address set forth below his signature to this Agreement.

(D) Assignment.

Except as expressly provided herein, neither this Agreement nor any rights, benefits, or obligations hereunder may be assigned by Executive without the prior written consent of State Auto Mutual and State Auto Financial.

(E) Capacity.

1. State Auto Financial, State Auto P&C and State Auto Mutual represent and warrant to Executive that they have the capacity and right to enter into this Agreement and perform all of their obligations under this Agreement without any restriction by any agreement, document, restrictive covenant, or otherwise.

2. Executive represents and warrants to State Auto Financial, State Auto P&C and State Auto Mutual that he has the capacity and right to enter into this Agreement and perform all of his services and other obligations under this Agreement without any restriction by any agreement, document, restrictive covenant, or otherwise, except for restrictions on the disclosure of confidential or proprietary information and the solicitation of employees set forth in the Employment Agreement dated April 25, 2005, between Executive and National Grange Mutual Insurance Company, a complete copy of which has been provided by Executive to State Auto.

(F) Waiver.

The failure by a party to exercise or enforce any of the terms or conditions of this Agreement will not constitute or be deemed a waiver of that party’s rights hereunder to enforce each and every term of this Agreement. The failure by a party to insist upon strict performance of any of the terms and provisions herein will not be deemed a waiver of any subsequent default in the terms or provisions herein.

(G) Rights and Remedies Cumulative.

All rights and remedies of the parties hereunder are cumulative.

(H) Divisibility.

The provisions of this Agreement are divisible. If any such provision shall be deemed invalid or unenforceable, it shall not affect the applicability or validity of any other provision of this Agreement, and if any such provision shall be deemed invalid or unenforceable as to any periods of time, territory, or business activities, such provision shall be deemed limited to the extent necessary to render it valid and enforceable.

(I) Captions and Titles.

Captions and titles have been used in this Agreement only for convenience and in no way define, limit, or describe the meaning of any Article or any part thereof.

IN WITNESS WHEREOF, the parties have signed this Agreement on March 2, 2006 which is effective on the date and year first above written.

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ATTEST	State Auto Financial Corporation
/s/ John R. Lowther	By	/s/ David J. D’Antoni
John R. Lowther		David J. D’Antoni, Chair of the
Secretary		Compensation Committee

	State Auto Property and Casualty Insurance Company
/s/ John R. Lowther	By	/s/ David J. D’Antoni
John R. Lowther		David J. D’Antoni, Chair of the
Secretary		Compensation Committee

	State Automobile Mutual Insurance Company
/s/ John R. Lowther	By	/s/ Marsha P. Ryan
John R. Lowther		Marsha P. Ryan, Chair of the
Secretary		Nominating and Governance Committee

Executive

/s/ Robert P. Restrepo, Jr.

Robert P. Restrepo, Jr.

Address for Notice Purposes:

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EX-10.29

Exhibit 10.29

EXECUTIVE AGREEMENT

This Executive Agreement (this “Agreement”) is made as of March 2, 2006, by and among State Auto Financial Corporation, an Ohio corporation (“State Auto Financial”), State Automobile Mutual Insurance Company, an Ohio domiciled mutual insurance company (“State Auto Mutual”), and Robert P. Restrepo, Jr. (the “Executive”).

BACKGROUND INFORMATION

State Auto Financial is a majority controlled, publicly traded holding company subsidiary of State Auto Mutual, which is the ultimate controlling person of the State Auto holding company system and, together with their respective operating subsidiaries and affiliates, State Auto Financial and State Auto Mutual engage in the property casualty insurance business. Each of State Auto Financial and State Auto Mutual (collectively, the “Companies”) considers the establishment and maintenance of a sound and vital management to be an important part of their overall corporate strategy and to be essential to protecting and enhancing the interests of the Companies and their respective owners. As part of this corporate strategy, the Companies wish to act to retain their well-qualified executive officers notwithstanding any actual or threatened change in control of State Auto Financial or State Auto Mutual.

Executive is a party to an Employment Agreement with the Companies dated as of March 2, 2006, as it may be amended from time to time (the “Employment Agreement”). The Employment Agreement does not address the impact of a Change in Control (as defined below), except to incorporate by reference the provisions of this Agreement.

Executive is the Chairman and Chief Executive Officer and will be President, as of March 3, 2006, of State Auto Financial and State Auto Mutual and their respective wholly owned subsidiaries and insurer affiliates, and the Executive’s services, experience and knowledge of the business of the Companies, and reputation and contacts in the industry are extremely valuable to the Companies. The Executive’s continued dedication, availability, advice, and counsel to the Companies are deemed important to the Companies, the Boards of Directors of State Auto Financial and State Auto Mutual (collectively, the “Board”), and their shareholders and policyholders, respectively. It is, therefore, in the best interests of the Companies to secure the continued services of the Executive notwithstanding any actual or threatened change in control of the Companies. Accordingly, the Board of State Auto Financial and State Auto Mutual, acting by and through the Executive Compensation Committee and Nominating and Governance Committee, respectively, has approved this Agreement with the Executive and authorized its execution and delivery on behalf of the Companies.

STATEMENT OF AGREEMENT

In consideration of the mutual covenants set forth herein and INTENDING TO BE LEGALLY BOUND HEREBY, the Companies and Executive hereby agree as follows:

1. Term of Agreement. This Agreement will begin on the date entered above and will continue in effect through March 1, 2009. The Agreement may be extended for additional one-year terms upon the written consent of the parties,; provided that this Agreement shall terminate concurrent with the termination of the Employment Agreement. Notwithstanding the above, if a

“Change of Control” (as defined herein) of the Companies occurs during the term of this Agreement, the term of this Agreement will be extended for thirty-six (36) months beyond the end of the month in which any such Change of Control occurs.

2. Definitions. The following defined terms shall have the meanings set forth below, for purposes of this Agreement:

(a) Annual Award. “Annual Award” means the cash payment paid or payable to the Executive with respect to a fiscal year under the Companies’ Incentive Bonus Arrangement with Executive.

(b) Annual Base Salary. “Annual Base Salary” means the greater of (1) the highest annual rate of base salary in effect for the Executive during the 12 month period immediately prior to a Change of Control or, (2) the annual rate of base salary in effect at the time Notice of Termination is given (or on the date employment is terminated if no Notice of Termination is required).

(c) Cause. “Cause” shall be given the meaning used in the Employment Agreement.

(d) Change of Control.

“Change of Control” means the occurrence of any of the following:

(1) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of State Auto Financial representing 25% or more of the combined voting power of State Auto Financial’s then outstanding securities, excluding (i) any acquisition by State Auto Financial or any Subsidiary; (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by State Auto Financial, a Subsidiary or State Auto Mutual or any such acquisition by State Auto Mutual; or

(2) A majority of the Board of Directors of State Auto Financial at any time is comprised of other than Continuing Directors (for purposes of this Agreement, the term “Continuing Director” means a director who was either (A) first elected or appointed as a Director prior to the date of this Agreement; or (B) subsequently elected or appointed as a director if such director was nominated by the Nominating and Governance Committee or appointed by at least two thirds of the then Continuing Directors); or

(3) Any event or transaction if State Auto Financial would be required to report it in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act; or

(4) Any of the following occurs:

(A) a merger or consolidation of State Auto Financial, other than a merger or consolidation in which the voting securities of State Auto Financial immediately prior to the merger or consolidation continue to represent (either by remaining outstanding or being converted into

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securities of the surviving entity) 51% or more of the combined voting power of State Auto Financial or surviving entity immediately after the merger or consolidation with another entity;

(B) a sale, exchange, lease, mortgage, pledge, transfer, or other disposition (in a single transaction or a series of related transactions) of all or substantially all of the assets of State Auto Financial which shall include, without limitation, the sale of assets or earning power aggregating more than 50% of the assets or earning power of State Auto Financial on a consolidated basis;

(C) a reorganization, reverse stock split, or recapitalization of State Auto Financial which would result in any of the foregoing; or

(D) a transaction or series of related transactions having, directly or indirectly, the same effect as any of the foregoing.

(5) As respects State Auto Mutual, any of the following occurs:

(A) State Auto Mutual affiliates with or is merged into or consolidated with a third party and as a result, a majority of the Board of Directors of State Auto Mutual or its successor is comprised of other than Continuing Directors (as defined above).

(B) State Auto Mutual completes a conversion to a stock insurance company and as a result of which a majority of the Board of Directors of State Auto Mutual or its successor is comprised of other than Continuing Directors (as defined above).

(C) State Auto Mutual is subject to an order of rehabilitation or liquidation entered by the insurance commissioner of the state of domicile of State Auto Mutual, provide that such order must be entered prior to February 9, 2008 for such order to constitute a change in control.

(e) Change Year. “Change Year” means the fiscal year in which a Change of Control occurs.

(f) Disability. “Disability” shall be given the meaning used in the Employment Agreement.

(g) Employee Benefits. “Employee Benefits” means the perquisites, benefits, and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans, programs, or arrangements in which the Executive is entitled to participate, including without limitation any stock option, stock purchase, stock appreciation, savings, pension, supplemental executive retirement, or other retirement income or welfare benefit, deferred compensation, incentive compensation, group or other life, health, medical/hospital, or other insurance (whether funded by actual insurance or self-insured by the Companies), disability, salary continuation, expense reimbursement, and other employee benefit policies, plans, programs, or arrangements that may now exist or any equivalent successor policies, plans, programs, or

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arrangements that may be adopted hereafter, providing perquisites and benefits at least as great in a monetary equivalent as are payable thereunder prior to a Change in Control.

(h) Employment Agreement. “Employment Agreement” means as described above.

(i) Good Reason. “Good Reason” means the occurrence of any one or more of the following:

(1) The assignment to the Executive of duties which are materially and adversely different from or inconsistent with the duties, responsibilities, and status of the Executive’s position at any time during the 12 month period prior to such Change of Control, or which result in a significant change in the Executive’s authority and responsibility as the Chief Executive Officer of the Companies;

(2) A reduction by the Companies in the Executive’s Annual Base Salary in place as of the day immediately prior to a Change of Control, or the failure to grant salary increases and bonus payments on a basis comparable to those granted to other executives of the Companies, or a reduction of the Executive’s most recent highest incentive bonus potential under the Executive’s Incentive Bonus Arrangement prior to such Change of Control, or any successor to such arrangement;

(3) A demand by the Companies that the Executive relocate to a location in excess of 35 miles from the location where the Executive is currently based, or in the event of any such relocation with the Executive’s express written consent, the failure of the Companies or a Subsidiary to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change of principal residence in connection with such relocation and to indemnify the Executive against any loss in the sale of the Executive’s principal residence in connection with any such change of residence and any expenses incurred by Executive that are directly attributable to such sale (for purposes of this provision, “loss” is understood to mean a sale of such principal residence at a price less than the adjusted basis in such residence);

(4) The failure of the Companies to obtain a satisfactory agreement from any successor to the Companies to assume and agree to perform this Agreement, as contemplated in Section 16 of this Agreement;

(5) The failure of the Companies to provide the Executive with substantially the same Employee Benefits that were provided to him immediately prior to the Change in Control, or with a package of Employee Benefits that, though one or more of such benefits may vary from those in effect immediately prior to such Change in Control, is substantially comparable in all material respects to such Employee Benefits taken as a whole; or

(6) Any reduction in the Executive’s compensation or benefits or adverse change in the Executive’s location or duties, if such reduction or adverse change occurs at any time after the commencement of any discussion with a third party relating to a possible Change of Control of the Companies involving such third

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party, if such reduction or adverse change is in contemplation of such possible Change of Control and such Change of Control is actually consummated within 12 months after the date of such reduction or adverse change.

The existence of Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. The Executive’s continued employment shall not constitute a waiver of the Executive’s rights with respect to any circumstance constituting Good Reason under this Agreement. The Executive’s determination of Good Reason shall be conclusive and binding upon the parties to this Agreement provided such determination has been made in good faith.

(j) Highest Incentive Bonus. “Highest Incentive Bonus” means the greater of the Executive’s Potential Annual Award for (a) the Change Year or (b) the year immediately preceding the Change Year.

(k) Incentive Bonus Arrangement. “Incentive Bonus Arrangement” means the Companies’ Incentive Bonus Arrangement (including the “Arrangement” as defined in the Employment Agreement and the payment due under the Long Term Plan as defined in the Employment Agreement) for the Executive in effect for any calendar year(s) during the period this Agreement is in force.

(l) Notice of Termination. “Notice of Termination” means a written notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the employment under the provision so indicated.

(m) Potential Annual Award. “Potential Annual Award” means the maximum possible Annual Award the Executive could receive according to his or her Incentive Bonus Arrangement for the calendar year immediately preceding the Change Year or the calendar year that is the Change Year, whichever is higher, assuming that (1) the parameters for the maximum Annual Award, under the Executive’s Incentive Bonus Arrangement were met (whether or not such parameters for such maximum Annual Award actually were or could be met) and (2) the Executive’s Annual Base Salary is used to determine the Potential Annual Award.

(n) Retirement. “Retirement” means having reached normal retirement age as defined in the State Auto Insurance Companies Employee Retirement Plan (“State Auto Pension Plan”) or taking early retirement in accordance with the terms of the State Auto Pension Plan.

(o) Severance Benefits. “Severance Benefits” means the benefits described in Section 4 of this Agreement, as adjusted by the applicable provisions of Section 5 of this Agreement.

(p) Subsidiary. “Subsidiary” means any corporation, insurance company, or other entity a majority of the voting control of which is directly or indirectly owned or controlled at the time by State Auto Financial.

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3. Eligibility for Severance Benefits. The Companies or their successor shall pay or provide to the Executive the Severance Benefits if the Executive’s employment is terminated voluntarily or involuntarily during the term of this Agreement, either:

(a) by the Companies at any time within 24 months after a Change of Control; or

(b) by the Executive for Good Reason at any time within 24 months after a Change of Control or;

(c) By the Companies at any time after an agreement has been reached with an unaffiliated third party, the performance of which agreement would result in a Change of Control involving such third party, if such Change of Control is actually consummated within 12 months after the date of such termination.

4. Severance Benefits. The Executive, if eligible under Section 3, shall receive the following Severance Benefits, adjusted by the applicable provisions of Section 5 (in addition to accrued compensation, bonuses, and vested benefits and other equity based awards);

(a) Annual Base Salary. In addition to any accrued compensation payable as of the Executive’s termination of employment (either by reason of Executive’s Employment Agreement or otherwise), a lump sum cash amount equal to the Executive’s Annual Base Salary, multiplied by 3, unless at the time of such employment termination the Executive is within three years of mandatory retirement at age 65, in which case the benefit due under this Section 4(a) shall not exceed Executive’s Annual Base Salary multiplied by a factor equal to the number of months remaining until the Executive attains age 65 presented a whole integer and a fraction of a partial year (e.g., 15 months equals 1.25).

(b) Annual Incentive Compensation. In addition to any compensation otherwise payable pursuant to the Executive’s Incentive Bonus Arrangement and the bonus payable under the Companies’ Quality Performance Bonus Plan (“QPB Plan”), a lump sum cash amount equal to the Executive’s Highest Incentive Bonus and the total bonus under the QPB Plan paid to Executive during the calendar year immediately preceding the Change Year, multiplied by 3 unless at the time of such employment termination the Executive is within three years of mandatory retirement at age 65, in which case the benefit due under this Section 4(b) shall not exceed the Executive’s Highest Incentive Bonus and total bonus under the QPB Plan, as aforesaid multiplied by a factor equal to the number of months remaining until the Executive attains age 65 presented a whole integer and a fraction of a partial year (e.g., 15 months equals 1.25). In order to be entitled to a payment pursuant to this Section 4(b), the Executive must have been a party to Incentive Bonus Arrangement at some time during the 12 month period immediately preceding the Change of Control.

(c) Insurance Benefits. For a three year period, commencing on the date the employment is terminated, the Companies will arrange to provide to the Executive at the Companies’ expense, subject to the then current employee contribution being paid by Executive, with:

(1) Health Care. Health care coverage comparable to that in effect for the Executive immediately prior to the termination (or, if more favorable to the

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Executive, that furnished generally to salaried employees of the Companies on the date immediately preceding the Change in Control), including, but not limited to, hospital, surgical, medical, dental, prescription, and dependent coverage. In complete fulfillment of its obligations under this paragraph, the Companies shall pay Executive an amount equal to the Companies’ then current monthly per employee cost of providing State Auto’s health insurance benefit multiplied by 36, plus such additional amount that represents a gross up of the taxes due for that particular amount of income.

(2) Life Insurance. Life and accidental death and dismemberment insurance coverage (including any supplemental coverage, purchase opportunity, and double indemnity for accidental death that was available to the Executive) equal (including policy terms) to that in effect at the time Notice of Termination is given (or on the date the employment is terminated if no Notice of Termination is required) or, if more favorable to the Executive, equal to that in effect at the date immediately prior to the Change of Control.

(3) Disability Insurance. Disability insurance coverage (including policy terms) equal to that in effect at the time Notice of Termination is given (or on the date employment is terminated if no Notice of Termination is required) or, if more favorable to the Executive, equal to that in effect immediately prior to the Change of Control; provided, however, that no income replacement benefits will be payable under such disability policy with regard to the three year period following a termination of employment provided that the payments payable under Sections 4(a) and (b) above have been made.

In the event the Executive’s participation in any such plan or program is not permitted, the Companies will directly provide, at no after-tax cost to the Executive, the benefits to which the Executive would be entitled under such plans and programs.

(d) Retirement Benefits. The Executive will be entitled to receive retirement benefits as provided herein, so that the total retirement benefits the Executive receives from the Companies will approximate the total retirement benefits the Executive would have received under the Companies’ defined benefit (qualified and nonqualified) retirement plans (which shall include the Supplemental Executive Retirement Plan (“SERP”), but not include any severance plans) of the Companies in which the Executive participates were the Executive fully vested under such retirement plans and had the Executive continued in the employ of the Companies for 36 months following the date of the Executive’s termination or until the Executive’s Retirement, if earlier (provided that such additional period shall be inclusive of and shall not be in addition to any period of service credited under any severance plan of the Companies). The benefits specified in this subsection will be paid under the SERP or other similar nonqualified arrangement designated by the Companies according to its terms and conditions. The benefits specified in this subsection will include all ancillary benefits, such as early retirement and survivor rights and benefits available at retirement. The amount payable to the Executive or the Executive’s beneficiaries under this subsection shall equal the excess of (1) the retirement benefits that would be paid to the Executive or the Executive’s beneficiaries, under such defined benefit retirement plans of the Companies in which the Executive participates if (A) the Executive were fully vested under such plans, (B) the 36-month period (or the period until the Executive’s Retirement, if less) following the

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date of the Executive’s termination were added to the Executive’s credited service under such plans, (C) the terms of such plans were those most favorable to the Executive in effect at any time during the period commencing prior to the Change of Control and ending on the date of Notice of Termination (or on the date employment is terminated if no Notice of Termination is required), and (D) the Executive’s highest average annual compensation as defined under such defined benefit retirement plans and was calculated as if the Executive had been employed by the Companies for a 36-month period (or the period until the Executive’s Retirement, if earlier) following the date of the Executive’s termination and had the Executive’s compensation during such period been equal to the Executive’s compensation used to calculate the Executive’s benefit under Sections 4(a), and 4(b); over (2) the retirement benefits that are payable to the Executive or the Executive’s beneficiaries under such defined benefit retirement plans of the Companies in which the Executive participates.

(e) Outplacement. The Companies shall pay all reasonable fees Executive actually incurs for appropriate outplacement services up to a maximum equal to 15% of the Executive’s Annual Base Salary used to calculate the Executive’s benefit under Section 4(a), plus provide a travel expense account of up to $5,000 to reimburse job search travel. Such reimbursements shall be limited to those amounts paid within 24 months of the Executive’s date of termination of employment from the Companies.

(f) Stock Options. Stock Options or other Equity based awards held by the Executive become exercisable upon a Change of Control according to the terms of the Companies’ equity compensation plans and any option agreements effecting outstanding option grants or other equity based awards, as interpreted by State Auto Financial’s Compensation Committee as such Committee existed immediately prior to the Change of Control.

In computing and determining Severance Benefits under Sections 4(a), (b), (c), (d), (e), and (f) above, a decrease in the Executive’s salary, incentive bonus potential, or insurance benefits shall be disregarded if such decrease occurs within six months before a Change of Control, is in contemplation of such Change of Control, and is taken to avoid the effect of this Agreement should such action be taken after such Change of Control. In such event, the salary, incentive bonus potential, and/or insurance benefits used to determine Severance Benefits shall be that in effect immediately before the decrease that is disregarded pursuant to this Section 4.

The Severance Benefits provided in Sections 4(a), and (b) above shall be paid not later than 45 business days following the date the Executive’s employment terminates.

5. Tax Gross-Up. If any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefit or similar benefit is subject to excise tax pursuant to Section 4999 of the Internal Revenue of 1986, as amended (the “Code”) (or any similar federal or state excise tax), the Companies shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, state and local income taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position he would have been in had no such excise tax (or any interest or penalties thereon) been paid or incurred with respect to any of such amounts (the “Tax Gross-Up”). The Companies shall pay such additional compensation at the time when the Companies withholds such excise tax from any payments to the Executive. The calculation of the Tax Gross-Up shall

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be approved by the Companies’ independent certified public accounting firm engaged by the Companies immediately prior to the Change in Control and the calculation shall be provided to the Executive in writing. The Executive shall then be given 15 days, or such longer period as the Executive reasonably requests, to accept or reject the calculation of the Tax Gross-Up. If the Executive rejects the Tax Gross-Up calculation and the parties are thereafter unable to agree within an additional 45 days, the arbitration provisions of Section 12 shall control. The Companies shall reimburse the Executive for all reasonable legal and accounting fees incurred with respect to the calculation of the Tax Gross-Up and any disputes related thereto.

For purposes of determining the amount of the Tax Gross-Up, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Tax Gross-Up is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive’s residence on the date of termination.

Notwithstanding anything to the contrary in this Section 5, if any Severance Benefit or other benefit paid or provided under Section 4, or the acceleration of stock option vesting, or the payment or distribution of any Employee Benefits or similar benefits would be subject to excise tax pursuant to Section 4999 of the Code (or any similar federal or state excise tax), but would not be so subject if the total of such payments would be reduced by 10% or less, then such payment shall be reduced by the minimum amount necessary so as not to cause Companies to have paid an Excess Severance Payment as defined in Section 280G(b)(1) of the Code and so the Executive will not be subject to Excise Tax pursuant to Section 4999 of the Code. The calculation of any potential reduction pursuant to this paragraph or any disputes related thereto shall be resolved as described above with respect to the calculation of the Tax Gross-Up. In the event that the amount of any Severance payments that would be payable to or for the benefit of Executive under this Agreement must be modified or reduced to comply with this provision, they shall be modified or reduced]on a pro-rata basis. In no event shall the total payments be reduced by more than 10% in order to avoid treatment as an Excess Severance Payment.

6. Withholding of Taxes. The Companies may withhold from any amounts not subject to Section 409A of the Code and payable under this Agreement all federal, state, city or other taxes as required by law. The Companies may withhold from any amounts subject to Section 409A of the Code and payable under this Agreement all federal employment tax withholding obligations (FICA). In the event Section 409A of the Code is amended or revised to permit withholding of other federal, state or city taxes required by law, this provision of the Agreement shall be interpreted to permit the same.

7. Payments of Employment Taxes and Upon Violation of Code Section 409A. In accordance with Code Section 409A and the regulations issued thereunder, this Agreement shall permit the payment of amounts necessary to (a) satisfy the employment tax withholding obligations that arise under this Agreement prior to the date that payment may otherwise be made under this Agreement and/or (b) satisfy the excise tax or underpayment penalties owed under Section 409A of the Code in the event of a violation of Section 409A of the Code under this Agreement.

8. Delayed Payments. In the event of a genuine dispute between the Companies or any Subsidiary and the Executive regarding the amount or timing of benefits under this Agreement, a delay in the payment of amounts under this Agreement shall not cause the Executive to

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violate Section 409A of the Code to the extent that such delay satisfies the conditions set forth in Section 409A of the Code and applicable regulations thereunder.

9. Acknowledgement. The Companies hereby acknowledges that it will be difficult and may be impossible for the Executive to find reasonably comparable employment, or to measure the amount of damages which the Executive may suffer as a result of termination of employment hereunder. Accordingly, the payment of the Severance Benefits by the Companies to the Executive in accordance with the terms of this Agreement is hereby acknowledged by the Companies to be reasonable and will be liquidated damages, and the Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor will any profits, income, earnings, or other benefits from any source whatsoever create any mitigation, offset, reduction, or any other obligation on the part of the Executive hereunder or otherwise, except for a reduction in health insurance coverage as provided in Section 4(c)(1). The Companies shall not be entitled to set off or counterclaim against amounts payable hereunder with respect to any claim, debt, or obligation of the Executive.

10. Enforcement Costs; Interest. The Companies is aware that, upon the occurrence of a Change in Control, the Board or a stockholder of the Companies may then cause or attempt to cause the Companies to refuse to comply with their obligations under this Agreement, or may cause or attempt to cause the Companies to institute, or may institute, litigation, arbitration, or other legal action seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Companies that the Executive not be required to incur the expenses associated with the enforcement of the Executive’s rights under this Agreement by litigation, arbitration, or other legal action nor be bound to negotiate any settlement of the Executive’s rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive under this Agreement. Accordingly, if following a Change in Control it should appear to the Executive that the Companies has failed to comply with any of their obligations under this Agreement, including the proper calculation of the Tax Gross-Up, or in the event that the Companies or any other person takes any action to declare this Agreement void or unenforceable, or institute any litigation or other legal action designed to deny, diminish or to recover from the Executive, the benefits intended to be provided to the Executive hereunder, the Companies irrevocably authorizes the Executive from time to time to retain counsel (legal and accounting) of the Executive’s choice at the expense of the Companies as provided in this Section 10 to represent the Executive in connection with the calculation of the Tax Gross-Up, or the initiation or defense of any litigation or other legal action, whether by or against the Companies or any director, officer, stockholder, or other person affiliated with the Companies. Notwithstanding any existing or prior attorney-client relationship between the Companies and such counsel, the Companies irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Companies and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as provided in this Section 10 shall be paid or reimbursed to the Executive by the Companies on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with their customary practices. In any action involving this Agreement, the Executive shall be entitled to prejudgment interest on any amounts found to be due him from the date such amounts would have been payable to the Executive pursuant to this Agreement at an annual

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rate of interest equal to the prime commercial rate in effect at the corporation’s principal bank or their successor from time to time during the prejudgment period plus 4 percent.

11. Indemnification. From and after the earliest to occur of a Change of Control or termination of employment, the Companies shall (a) for a period of five years after such occurrence, provide the Executive (including the Executive’s heirs, executors, and administrators) with coverage under a standard directors’ and officers’ liability insurance policy at the Companies’ expense, and (b) indemnify and hold harmless the Executive, to the fullest extent permitted or authorized by the law of the State of Ohio as it may from time to time be amended, if the Executive is (whether before or after the Change of Control) made or threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the Executive is or was a director, officer, or employee of the Companies or any Subsidiary, or is or was serving at the request of the Companies or any Subsidiary, as a director, trustee, officer, or employee of an insurance company, corporation, partnership, joint venture, trust, or other enterprise. The indemnification provided by this Section 11 shall not be deemed exclusive of any other rights to which the Executive may be entitled under the charter or bylaws of the Companies or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in the Executive’s official capacity and as to action in another capacity while holding such office, and shall continue as to the Executive after the Executive has ceased to be a director, trustee, officer, or employee and shall inure to the benefit of the heirs, executors, and administrators of the Executive.

12. Arbitration. The initial method for resolving any dispute arising out of this Agreement shall be nonbinding arbitration in accordance with this Section. Except as provided otherwise in this Section, arbitration pursuant to this Section shall be governed by the Commercial Arbitration Rules of the American Arbitration Association. A party wishing to obtain arbitration of an issue shall deliver written notice to the other party, including a description of the issue to be arbitrated. Within 15 days after either party demands arbitration, the Companies and the Executive shall each appoint an arbitrator. Within 15 additional days, these two arbitrators shall appoint the third arbitrator by mutual agreement; if they fail to agree within this 15 day period, then the third arbitrator shall be selected promptly pursuant to the rules of the American Arbitration Association for Commercial Arbitration. The arbitration panel shall hold a hearing in Columbus, Ohio, within 90 days after the appointment of the third arbitrator. The fees and expenses of the arbitrator, and any American Arbitration Association fees, shall be paid by the Companies. Both the Companies and the Executive may be represented by counsel (legal and accounting) and may present testimony and other evidence at the hearing. Within 90 days after commencement of the hearing, the arbitration panel will issue a written decision; the majority vote of two of the three arbitrators shall control. The majority decision of the arbitrators shall not be binding on the parties, and the parties may pursue other available legal remedies if the parties are not satisfied with the majority decision of the arbitrator, however, the Companies are no longer obligated to reimburse Executive’s legal expenses if the arbitration award is appealed by the Executive, as described in this sentence. The Executive shall be entitled to seek specific performances of the executive’s rights under this Agreement during the pendency of any dispute or controversy arising under or in connection with this Agreement.

13. Employment Rights. This Agreement sets forth the Severance Benefits payable to the Executive in the event the Executive’s employment with the Companies is terminated under certain conditions specified in Section 3. This Agreement is not an employment contract nor shall it confer upon the Executive any right to continue in the employ of the Companies or their

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Subsidiaries and shall not in any way affect the right of the Companies or their Subsidiaries to dismiss or otherwise terminate the Executive’s employment at any time with or without cause.

14. Arrangements Not Exclusive. The specific benefit arrangements referred to in this Agreement are not intended to exclude the Executive from participation in or from other benefits available to executive personnel generally or to preclude the Executive’s right to other compensation or benefits as may be authorized by the Board at any time. The provisions of this Agreement and any payments provided for hereunder shall not reduce any amounts otherwise payable, or in any way diminish the Executive’s existing rights, or rights which would accrue solely as the result of the passage of time under any compensation plan, benefit plan, incentive plan, stock option plan, employment agreement, or other contract, plan, or arrangement except as may be specified in such contract, plan or arrangement. Notwithstanding anything to the contrary in this Section 14, the Severance Benefits provided in Section 4 are in lieu of any benefits to which the Executive would be entitled following the termination of his or her employment pursuant to any Employment Agreement with the Companies, if the termination is due to a Change in Control.

15. Termination. This Agreement shall terminate if the employment of the Executive with the Companies shall terminate prior to a Change of Control.

16. Successors; Binding Agreements. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. The Executive’s rights and benefits under this Agreement may not be assigned, except that if the Executive dies while any amount would still be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement, to the beneficiaries designated by the Executive to receive benefits under this Agreement in a writing on file with the Companies at the time of the Executive’s death or, if there is no such beneficiary, to the Executive’s estate. The Companies will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Companies (or of any division or Subsidiary thereof employing the Executive) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Companies would be required to perform it if no such succession had taken place. Failure of the Companies to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Companies in the same amount and on the same terms to which the Executive would be entitled hereunder if the Executive terminated employment for Good Reason following a Change of Control.

17. No Vested Interest. Neither the Executive nor the Executive’s beneficiaries shall have any right, title, or interest in any benefit under this Agreement prior to the occurrence of the right to the payment of such benefit.

18. Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to such addresses as each party may designate from time to time to the other party in writing in the manner provided herein. Unless designated otherwise, notices to the Companies should be sent to the Companies at:

State Auto Financial Corporation

518 East Broad Street

Columbus, Ohio 43215

Attention: John R. Lowther, Secretary

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Until designated otherwise, notices shall be sent to the employee at the address indicated on the Beneficiary Designation and Notice form attached hereto as Exhibit A. If the parties by mutual agreement supply each other with telecopier numbers for the purposes of providing notice by facsimile, such notice shall also be proper notice under this Agreement. Notice sent by certified or registered mail shall be effective two days after deposit by delivery to the U.S. Post Office.

19. Savings Clause. If any payments otherwise payable to the Executive under this Agreement are prohibited or limited by any statute or regulation in effect at the time the payments would otherwise be payable (any such limiting statute or regulation a “Limiting Rule”):

(a) Companies will use their best efforts to obtain the consent of the appropriate governmental agency to the payment by Companies to the Executive of the maximum amount that is permitted (up to the amounts that would be due to the Executive absent the Limiting Rule); and

(b) the Executive will be entitled to elect to have apply, and therefore to receive benefits directly under, either (i) this Agreement (as limited by the Limiting Rule) or (ii) any generally applicable Companies severance, separation pay, and/or salary continuation plan that may be in effect at the time of the Executive’s termination.

Following any such election, the Executive will be entitled to receive benefits under this Agreement or plan elected only if and to the extent the Agreement or plan is applicable and subject to their specific terms.

20. Amendment; Waiver. This Agreement may not be amended or modified and no provision may be waived unless such amendment, modification, or waiver is agreed to in writing and signed by the Executive and the Companies; provided, however, that this Agreement shall be amended and/or modified as necessary to comply with Section 409A of the Code or regulations issued thereunder.

21. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

22. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

23. Governing Law. Except as otherwise provided, this Agreement shall be governed by the laws of the State of Ohio, without giving effect to any conflict of law provisions.

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IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year written above.

State Auto Financial Corporation:
By:	/s/ David J. D’Antoni
	David J. D’Antoni, Chair of     Compensation Committee

State Automobile Mutual Insurance Company
By:	/s/ Marsha P. Ryan
	Marsha P. Ryan, Chair of     Nominating and Governance Committee

Executive:

/s/ Robert P. Restrepo, Jr.

    Robert P. Restrepo, Jr.

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Exhibit A

Beneficiary Designation and Notice Form

Beneficiary Designation

In the event of my death, I direct that any amounts due me under this Agreement to which this Beneficiary Designation is attached shall be distributed to the person designated below. If no beneficiary shall be living to receive such assets they shall be paid to the administrator or executive or my estate.

Notice

Until notified otherwise, pursuant to Section 18 of this Agreement, notices should be sent to me at the following address:

__________________________
Date	Executive
	Print Name
	Beneficiary Name
	Relationship to Executive

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EX-10.33

Exhibit 10.33

PROPERTY CATASTROPHE OVERLYING EXCESS OF LOSS

REINSURANCE CONTRACT

ISSUED TO

STATE AUTOMOBILE MUTUAL INSURANCE COMPANY

MILBANK INSURANCE COMPANY

STATE AUTO NATIONAL INSURANCE COMPANY

STATE AUTO INSURANCE COMPANY OF WISCONSIN

FARMERS CASUALTY INSURANCE COMPANY

STATE AUTO INSURANCE COMPANY OF OHIO

MERIDIAN SECURITY INSURANCE COMPANY

MERIDIAN CITIZENS MUTUAL INSURANCE COMPANY

STATE AUTO FLORIDA INSURANCE COMPANY

BY

STATE AUTO PROPERTY AND CASUALTY INSURANCE COMPANY

STATE AUTOMOBILE MUTUAL INSURANCE COMPANY

MILBANK INSURANCE COMPANY

STATE AUTO NATIONAL INSURANCE COMPANY

STATE AUTO INSURANCE COMPANY OF WISCONSIN

FARMERS CASUALTY INSURANCE COMPANY

STATE AUTO INSURANCE COMPANY OF OHIO

MERIDIAN SECURITY INSURANCE COMPANY

MERIDIAN CITIZENS MUTUAL INSURANCE COMPANY

STATE AUTO FLORIDA INSURANCE COMPANY

PROPERTY CATASTROPHE OVERLYING EXCESS OF LOSS

REINSURANCE CONTRACT

TABLE OF CONTENTS

ARTICLE NO.	TITLE	PAGE
ARTICLE I	BUSINESS COVERED	1
ARTICLE II	EXCLUSIONS	1-3
ARTICLE III	TERM	3
ARTICLE IV	TERRITORY	3
ARTICLE V	AMOUNT OF LIMIT AND RETENTION	4
ARTICLE VI	ULTIMATE NET LOSS	4
ARTICLE VII	NET RETAINED LINES	5
ARTICLE VIII	UNDERLYING EXCESS	5
ARTICLE IX	DEFINITION OF LOSS OCCURRENCE	5-6
ARTICLE X	NOTICE OF LOSS AND LOSS SETTLEMENT	7
ARTICLE XI	PREMIUM	7
ARTICLE XII	CURRENCY	7
ARTICLE XIII	OFFSET	7
ARTICLE XIV	ACCESS TO RECORDS	8
ARTICLE XV	ERRORS AND OMISSIONS	8
ARTICLE XVI	TAXES	8
ARTICLE XVII	INSOLVENCY	8-9
ARTICLE XVIII	ARBITRATION	9

Exhibit A

War Exclusion Clause

Pools, Associations & Syndicates Exclusion Clause

Nuclear Incident Exclusion Clause – Physical Damage – Reinsurance – U.S.A.

Nuclear Incident Exclusion Clause – Physical Damage – Reinsurance – CANADA

PROPERTY CATASTROPHE OVERLYING EXCESS OF LOSS

REINSURANCE CONTRACT

between

STATE AUTOMOBILE MUTUAL INSURANCE COMPANY

MILBANK INSURANCE COMPANY

STATE AUTO NATIONAL INSURANCE COMPANY

STATE AUTO INSURANCE COMPANY OF WISCONSIN

FARMERS CASUALTY INSURANCE COMPANY

STATE AUTO INSURANCE COMPANY OF OHIO

MERIDIAN SECURITY INSURANCE COMPANY

MERIDIAN CITIZENS MUTUAL INSURANCE COMPANY

STATE AUTO FLORIDA INSURANCE COMPANY

(hereinafter collectively referred to as the “Company”)

and

STATE AUTO PROPERTY AND CASUALTY INSURANCE COMPANY

(hereinafter referred to as the Subscribing “Reinsurer”)

ARTICLE I

BUSINESS COVERED:

The Reinsurer shall indemnify the Company for the net excess liability as hereinafter provided and specified, which may accrue to the Company as a result of any loss or losses which may occur during the currency of the Contract under any and all policies, contracts, binders and other evidence of insurance and reinsurance, oral or written (hereinafter referred to as “Policies”) heretofore or hereafter issued or entered into by or on behalf of the Company and classified by the Company as Fire, Allied Lines, Homeowners (property coverages), Farmowners (property coverages), Commercial Multiple Peril policies (property coverages), Ocean Marine, Inland Marine and Automobile Physical Damage.

ARTICLE II

EXCLUSIONS:

The following shall be excluded from the scope of this Contract:

1. Business written and classified by the Company as:

a) Aviation Insurance;

b) Casualty Insurance (i.e. Accident, Health, Third Party Liability, Workers’ Compensation and Employers’ Liability, Fidelity, Plate Glass and Burglary and Theft when written as such);

c) Credit Insurance;

d) Financial Guarantee Insurance;

e) Insolvency Insurance;

f) Life Insurance;

g) Mortgage Impairment Insurance;

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h) Title Insurance;

i) Surety;

j) Flood Insurance when written as such;

k) Earthquake Insurance when written as such;

1) Difference in Conditions Insurance when written as such;

m) Ocean Marine Insurance when written as such, except yachts;

n) Boiler and Machinery;

o) Multiple Peril policies other than the Property coverages as included in the Business Covered Section, hereof;

p) Reinsurance assumed, but not to exclude so-called agency reinsurance, reinsurance of an individual risk or policy, or any intercompany pooling arrangements.

2. Wind and Hail on growing and standing crops.

3. Manufacture, processing, storage, filling or breaking down of explosives.

4. Oil and petrochemical refineries and pipelines and oil or gas drilling rigs.

5. Excess of Loss insurance or reinsurance where the deductible exceeds $500,000.

6. Bridges and Tunnels where the Total Insured Value over all interests exceeds $300,000,000.

7. Extra Contractual Obligations and Losses in Excess of Policy Limits as per the following definitions:

a) Extra contractual obligations, which shall mean any punitive, exemplary, compensatory or consequential damages, other than loss in excess of policy limits, paid or payable by the Company as a result of an action against it by its insured, its insured’s assignee or a third party claimant, by reason of alleged or actual negligence, fraud or bad faith on the part of the Company in handling a claim under a Policy subject to this Contract.

b) Loss in excess of policy limits, which shall mean an amount that the Company would have been contractually liable to pay had it not been for the limit of the original Policy as a result of an action against it by its insured or its insured’s assignee. Such loss in excess of the limit shall have been incurred because of failure by the Company to settle within the Policy limit, or by reason of alleged or actual negligence, fraud, or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or in the preparation or prosecution of an appeal consequent upon such action.

8. Loss/or Damage/or Costs/or Expenses arising from seepage and/or Pollution and/or Contamination, other than Contamination from Smoke Damage. Nevertheless, this exclusion does not preclude payment of the cost of removal of debris of property damaged by a loss otherwise covered hereunder, but subject always to a limit of 25% of the Company’s property loss under the original Policy.

9. Loss in respect of overhead transmission and distribution lines and their supporting structure other than those on or within 150 meters (or 500 feet) of the insured premises. It is understood and agreed that public utilities extension and/or suppliers extension and/or contingent business interruption coverages are not subject to this exclusion, provided that these are not part of a transmitters’ or distributors’ Policy.

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10. Liability of the Company arising by contract, operation of law, or otherwise, from its participation or membership, whether voluntary or involuntary, in any insolvency fund. “Insolvency Fund” includes any guaranty fund, insolvency fund, plan, pool, association, fund or other arrangement, howsoever denominated, established or governed, which provides for any assessment of or payment or assumption by the Company of part or all of any claim, debt, charge, fee, or other obligation of an insurer, or its successors or assigns, which has been declared by any competent authority to be insolvent, or which is otherwise deemed unable to meet any claim, debt, charge, fee or other obligation in whole or in part.

11. War Risk as per the “War Exclusion Clause” attached hereto.

12. Pools, Associations and Syndicates as per the “Pools, Associations & Syndicates Exclusion Clause” attached hereto.

13. Nuclear Incident as per the “Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance - U.S.A.” (NMA 1119) attached hereto.

14. Nuclear Incident as per the “Nuclear Incident Exclusion Clause - Physical Damage - Reinsurance - CANADA” (NMA 1980a) attached hereto.

15. Loss, damage, costs, and/or expenses resulting from: i) the release or dispersion of or contamination from harmful micro-organisms or other biological contagion; ii) the release or dispersion of or contamination from harmful chemical agents or contaminants; iii) the use of any nuclear device or release or dispersion of radioactive contamination.

16. Loss, damage, costs, and/or expenses resulting from an act of terrorism.

ARTICLE III

TERM:

The term of this Contract shall be from 12:01 A.M., Eastern Time, July 1, 2005 to 12:01 A.M., Eastern Time, July 1, 2006.

If this Contract expires while a Loss Occurrence covered hereunder is in progress, the Reinsurer’s liability hereunder shall, subject to the other terms and conditions of this Contract, be determined as if the entire Loss Occurrence had occurred prior to the expiration of this Contract, provided that no part of such Loss Occurrence is claimed against any renewal or replacement of this Contract.

ARTICLE IV

TERRITORY:

This Contract shall cover wherever the Company’s Policies cover.

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ARTICLE V

AMOUNT OF LIMIT AND RETENTION:

No claim shall be made hereunder unless and until the Company, on a pooled basis where applicable, shall have first sustained an Ultimate Net Loss (as defined below) in excess of $120,000,000, regardless of the number of Policies under which such loss is payable or the number of interests insured. The Reinsurer shall then be liable for the amount of Ultimate Net Loss for the Company in excess of $120,000,000 per occurrence, but the sum recoverable from the Reinsurer in respect of each such Loss Occurrence shall not exceed the Cat Cover Cap (as defined below), nor more than the Cat Cover Cap, in respect of all Loss Occurrences during the term of this Contract. The Cat Cover Cap is such amount as is available to the Reinsurer from State Auto Financial Corporation (“STFC”), the Reinsurer’s immediate parent, following STFC’s sale of its class A Preferred Stock to SAF Funding Corporation (“SAF”), an independent special purpose Delaware corporation, pursuant to the terms of a Standby Purchase Agreement between STFC and SAF dated November 16, 2001 and any amendments thereto or replacements thereof, which is part of a structured contingent financing arrangement effected through: x) the then current Credit Agreement between SAF and one or more financial institutions (the “Lenders”); y) the aforesaid Standby Purchase Agreement; and z) the then current Put Agreement among STFC, State Automobile Mutual Insurance Company, and the Lenders (it being understood and agreed that as of the date hereof the Cat Cover Cap shall not exceed $ 100,000,000).

The applicability of coverage under this Contract is subject to at least two risks being involved in the same Loss Occurrence.

ARTICLE VI

ULTIMATE NET LOSS:

The term “Ultimate Net Loss” shall mean the amount that the Company pays as insured losses. Ultimate Net Loss also includes, but is not limited to, all expenses incurred by the Company in connection with the settlement of losses or resistance to or negotiations concerning a loss, including salaries and expenses of employees of the Company while diverted from their normal duties to the service of field adjustment but shall not include any office expenses of the Company. However, nothing in this Article shall be construed to prevent the Company from including all such amounts defined as Ultimate Net Loss attributable to the Group (as defined below), on a pooled basis where applicable, for the first $120,000,000 of Ultimate Net Loss. The Group shall mean, collectively, the Company and State Auto Property and Casualty Insurance Company.

Subject to Article VIII, all salvages and recoveries and payments (net of the cost of obtaining any salvage, recovery or payment), whether recovered or received prior or subsequent to loss settlement under this Contract, including amounts recoverable under other reinsurance, whether collected or not, shall be applied as if recovered or received prior to the aforesaid settlement and shall be deducted from the actual loss incurred to arrive at the amount of Ultimate Net Loss. Nothing in this Article shall be construed to mean losses are not recoverable until the Ultimate Net Loss to the Company has been ascertained.

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ARTICLE VII

NET RETAINED LINES:

This Contract applies to only that portion of any Policy which the Company and the other members of the Group, on a pooled basis where applicable, retains net for its own account.

The amount of the Reinsurer’s liability hereunder in respect of any loss shall not be increased by reason of the inability of the Company to collect from any other reinsurer, whether specific or general, any amounts which may have become due whether such inability arises from the insolvency of such other reinsurer or otherwise.

ARTICLE VIII

UNDERLYING EXCESS:

The Company has in force underlying catastrophe excess of loss reinsurance and recoveries thereunder shall be disregarded for all purposes of this Contract and shall inure to the sole benefit of the Company.

ARTICLE IX

DEFINITION OF LOSS OCCURRENCE:

The term “Loss Occurrence” shall mean the sum of all individual losses directly occasioned by any one disaster, accident or loss or series of disasters, accidents or losses arising out of one event which occurs within the area of one state of the United States or province of Canada and states or provinces contiguous thereto and to one another. However, the duration and extent of any one “Loss Occurrence” shall be limited to all individual losses sustained by the Company occurring during any period of one hundred sixty-eight (168) consecutive hours arising out of and directly occasioned by the same event except that the term “Loss Occurrence” shall be further defined as follows:

A. As regards windstorm, hail, tornado, hurricane, cyclone, including ensuing collapse and water damage, all individual losses sustained by the Company occurring during any period of seventy-two (72) consecutive hours arising out of and directly occasioned by the same event. However, the event need not be limited to one state or province or states or provinces contiguous thereto.

B. As regards riot, riot attending a strike, civil commotion, vandalism and malicious mischief, all individual losses sustained by the Company occurring during any period of seventy-two (72) consecutive hours within the area of one municipality or county and the municipalities or counties contiguous thereto arising out of and directly occasioned by the same event. The maximum duration of seventy-two (72) consecutive hours may be extended in respect of individual losses which occur beyond such seventy-two (72) consecutive hours during the continued occupation of an assured’s premises by strikers, provided such occupation commenced during the aforesaid period.

C. As regards earthquake (the epicentre of which need not necessarily be within the territorial confines referred to in the opening paragraph of this Article) and fire

5

following directly occasioned by the earthquake, only those individual fire losses which commence during the period of one hundred and sixty-eight (168) consecutive hours may be included in the Company’s “Loss Occurrence.”

D. As regards “freeze”, only individual losses directly occasioned by collapse, breakage of glass and water damage (caused by bursting of frozen pipes and tanks) may be included in the Company’s “Loss Occurrence.”

For all “Loss Occurrences” except as referred to under sub-paragraph B, the Company may choose the date and time when any such period of consecutive hours commences, provided that it is not earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident, or loss and provided that only one such period of one hundred and sixty-eight (168) consecutive hours shall apply with respect to one event, except for those “Loss Occurrences” referred to in sub-paragraph A above, where only one such period of seventy-two (72) consecutive hours shall apply with respect to one event, regardless of the duration of the event.

As respect those “Loss Occurrences” referred to in sub-paragraph B above, if the disaster, accident or loss occasioned by the event is of greater duration than seventy-two (72) consecutive hours, then the Company may divide that disaster, accident or loss into two or more “Loss Occurrences” provided no two periods overlap and no individual loss is included in more than one such period and provided that no period commences earlier than the date and time of the occurrence of the first recorded individual loss sustained by the Company arising out of that disaster, accident or loss.

No individual losses occasioned by an event that would be covered by seventy-two (72) hours clauses may be included in any “Loss Occurrence” claimed under the one hundred and sixty-eight (168) hours provision.

Losses directly or indirectly occasioned by:

a. loss of, alteration of, or damage to

or

b. a reduction in the functionality, availability or operation of:

a computer system, hardware, program, software, data, information repository, microchip, integrated circuit or similar device in computer equipment or non-computer equipment, whether the property of the policyholder of the Company or not, do not in and of themselves constitute an event unless arising out of one or more of the following perils:

fire, lightning, explosion, aircraft, or vehicle impact, falling objects, windstorm, hail, tornado, cyclone, hurricane, earthquake, volcano, tsunami, flood, freeze or weight of snow.

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ARTICLE X

NOTICE OF LOSS AND LOSS SETTLEMENT:

The Company shall adjust, settle, or compromise all claims and losses hereunder.

All loss settlements by the Company which comply with the terms hereof shall be unconditionally binding upon the Reinsurer.

The Company shall advise the Reinsurer promptly of all claims and any subsequent developments pertaining thereto, which may, in the Company’s opinion, develop into losses involving Reinsurance hereunder. Inadvertent omission or oversight in dispatching such advices shall in no way affect the liability of the Reinsurer under this Contract provided the Company informs the Reinsurer of such omission or oversight promptly upon its discovery.

The Reinsurer shall tender all loss payments as soon as practicable after receipt of any proof of loss.

ARTICLE XI

PREMIUM:

The premium to be paid to the Reinsurer shall be $3,250,000, payable in four equal quarterly installments. Each company shall pay a percentage of the premium based on its share of subject premium, as shown in Exhibit A.

ARTICLE XII

CURRENCY:

All retentions, limits and premiums referenced in this Contract are expressed in United States Dollars and all payments made by either party shall be made in United States Dollars.

Amounts paid or received by the Company in any other currency shall be converted to United States Dollars at the rate of exchange at the date such transaction is entered on the books of the Company.

ARTICLE XIII

OFFSET:

The Company and the Reinsurer, each at its option, may offset any balance or balances, whether on account of premiums, claims and losses, loss expenses or salvages due from one party to the other under this Contract; provided, however, that in the event of the insolvency of a party hereto, offsets shall only be allowed in accordance with applicable statutes and regulations.

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ARTICLE XIV

ACCESS TO RECORDS:

The Company shall place at the disposal of the Reinsurer at all reasonable times, and the Reinsurer shall have the right to inspect through its designated representatives, during the term of this Contract and thereafter, all books, records and papers of the Company in connection with any reinsurance hereunder, or the subject matter hereof.

ARTICLE XV

ERRORS AND OMISSIONS:

Any inadvertent delay, omission or error shall not be held to relieve either party hereto from any liability which would attach to either party if such delay, omission or error had not been made, provided such delay, omission or error is rectified as soon as practicable after discovery.

ARTICLE XVI

TAXES:

In consideration of the terms under which this Contract is issued, the Company will not claim a deduction in respect of the premium hereon when making tax returns, other than income or profits tax returns, to any state or territory of the United States of America, the District of Columbia or Canada.

ARTICLE XVII

INSOLVENCY:

The reinsurance under this Contract shall be payable by the Reinsurer on the basis of the liability of one or more of the Companies under the Policy or Policies reinsured without diminution because of the insolvency of one or more of the Companies reinsured or because the liquidator, receiver, conservator or statutory successor of the Company(ies) has failed to pay all or a portion of any claim.

In the event of the insolvency of one or more of the Companies reinsured, the liquidator, receiver, conservator or statutory successor of the Company(ies) shall give written notice to the Reinsurer of the pendency of a claim against the insolvent Company(ies) on the Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding and during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the Company(ies) or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable subject to court approval against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer.

Where two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company(ies).

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In the event of the insolvency of one or more of the Companies reinsured, the reinsurance under this Contract shall be payable by the Reinsurer directly to the Company(ies) or to the liquidator, receiver, conservator or statutory successor, except as provided by subsection (A) of section 4118 of the Insurance Law of New York or except where (I) the Contract specifies another payee of such Reinsurance in the event of the insolvency of the Company(ies) and (II) the Reinsurer with the consent of the direct insureds and, with the prior approval of the Superintendent of Insurance of New York to the certificate of assumption issued to New York direct insureds, has assumed such Policy obligations of the Company(ies) as its direct obligations to the payees under such Policies, in substitution for the obligations of the Company(ies) to such payees.

ARTICLE XVIII

ARBITRATION:

If any dispute shall arise between the parties to this Contract, either before or after its termination, with reference to the interpretation of this Contract or the rights of either party with respect to any transactions under this Contract, including the formation or validity thereof, the dispute shall be referred to three (3) arbitrators as a condition precedent to any right of action arising under this Contract. The arbitrators shall be active or retired disinterested officers of insurance or reinsurance companies or Lloyd’s Underwriters other than the parties or their affiliates. One arbitrator shall be chosen by each party and the third by the two so chosen. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after the receipt of written notice from the other party requesting it to do so, the requesting party may nominate two (2) arbitrators who shall choose the third.

In the event the arbitrators do not agree on the selection of the third arbitrator within thirty (30) days after both arbitrators have been named, the Company shall petition the American Arbitration Association to appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within thirty (30) days after it has been requested to do so, either party may request a justice of a court of general jurisdiction of the state in which the arbitration is to be held, to appoint an officer or retired officer of an insurance or reinsurance company or Lloyd’s Underwriter as the third arbitrator. In the event both parties request the appointment of the third arbitrator, the third arbitrator shall be the soonest named in writing by the justice of the court.

Each party shall submit its case to the arbitrators within thirty (30) days of the appointment of the arbitrators. The arbitrators shall consider this Contract an honorable engagement rather than merely a legal obligation; they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of a majority of the arbitrators shall be final and binding on both the Company and the Reinsurer. Judgment may be entered upon the award of the arbitrators in any court having jurisdiction.

Each party shall bear the fee and expenses of its own arbitrator, one half of the fee and the expenses of the third arbitrator and one half of the other expenses of the arbitration. In the event both arbitrators are chosen by one party, the fees of the arbitrators shall be equally divided between the parties.

Any such arbitration shall take place in Columbus, Ohio unless some other location is mutually agreed upon by the parties.

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EXHIBIT A

State Automobile Mutual Insurance Company

Milbank Insurance Company

State Auto National Insurance Company

State Auto Insurance Company of Wisconsin

Farmers Casualty Insurance Company

State Auto Insurance Company of Ohio

Meridian Security Insurance Company

Meridian Citizens Mutual Insurance Company

State Auto Florida Insurance Company

PROPERTY CATASTROPHE OVERLYING EXCESS OF LOSS REINSURANCE CONTRACT

FOR THE PERIOD

12:01 A.M., EASTERN TIME, JULY 1, 2005

THROUGH

12:01 A.M., EASTERN TIME, JULY 1, 2006

PREMIUM CALCULATION

Subject Premium Basis - July 1, 2004 through March 31, 2005

Annual Statement Line	Mutual		Milbank		National		SAIC of Wisconsin		Farmers		SAIC of Ohio		Meridian Security		Meridian Citizens Mutual		State Auto Florida		Total
1.0 @ 100%	23,431,452		725,979		0		187,732		350,355		961,974		2,825,997		513,605		301,411		29,298,505
2.1 @ 100%	14,362,274		478,650		0		104,969		293,172		577,083		1,235,435		2,630		628,263		17,682,476
3.0 @  65%	0		217,035		0		0		0		0		1,007,947		8,749,267		0		9,974,249
4.0 @  65%	35,936,171		8,877,812		0		4,035,990		1,279,863		570,576		4,665,008		0		0		55,365,421
5.0 @  50%	11,156,865		939,999		0		0		369,538		0		843,641		0		839,141		14,149,184
8.0 @  90%	236,267		875		0		469		1,123		162,362		29,573		0		0		430,668
9.0 @100%	9,416,302		856,202		0		380,414		93,429		78,014		624,473		90,076		124,931		11,663,841
12.0 @100%	1,803,455		7,682		0		1,181		12,565		17,198		275,263		136,097		419		2,253,859
21.1 @  50%	26,700,718		7,620,398		6,493,753		4,035,609		2,923,499		578,875		2,987,421		(34	)	0		51,340,239
21.2 @  50%	6,023,854		183,777		0		0		57,154		0		388,678		378,743		25		7,032,230
	129,067,356		19,908,410		6,493,753		8,746,364		5,380,696		2,946,083		14,883,437		9,870,384		1,894,190		199,190,673
Percent of Total	64.80	%	9.99	%	3.26	%	4.39	%	2.70	%	1.48	%	7.47	%	4.96	%	0.95	%	100.00	%
Annual Premium	2,105,868		324,828		105,952		142,704		87,792		48,068		242,840		161,044		30,904		3,250,000
Quarterly Installment	526,467		81,207		26,488		35,676		21,948		12,017		60,710		40,261		7,726		812,500

WAR EXCLUSION CLAUSE

As regards interests which at time of loss or damage are on shore, no liability shall attach hereto in respect of any loss or damage which is occasioned by war, invasion, hostilities, acts of foreign enemies, civil war, rebellion, insurrection, military or usurped power, or martial law or confiscation by order of any government or public authority.

This War Exclusion Clause shall not, however, apply to interests which at time of loss or damage are within the territorial limits of the United States of America (comprising the fifty States of the Union and the District of Columbia, its territories and possessions, including the Commonwealth of Puerto Rico and including Bridges between the United States of America and Mexico provided they are under United States ownership), Canada, St. Pierre and Miquelon, provided such interests are insured under policies, endorsements or binders containing a standard war or hostilities or warlike operations exclusion clause.

Nevertheless, this Clause shall not be construed to apply to loss or damage occasioned by riots, strikes, civil commotion, vandalism, and malicious damage.

POOLS, ASSOCIATIONS & SYNDICATES EXCLUSION CLAUSE

SECTION A:

EXCLUDING:

(a) All Business derived directly or indirectly from any Pool, Association or Syndicate which maintains its own reinsurance facilities.

(b) Any Pool or Scheme (whether voluntary or mandatory) formed after March 1,1968 for the purpose of insuring Property whether on a country-wide basis or in respect of designated areas. This exclusion shall not apply to so-called Automobile Insurance Plans or other Pools formed to provide coverage for Automobile Physical Damage.

SECTION B:

It is agreed that business written by the Company for the same perils, which is known at the time to be insured by, or in excess of underlying amounts placed in the following Pools, Associations, or Syndicates, whether by way of insurance or reinsurance, is excluded hereunder:

Industrial Risk Insurers,

Associated Factory Mutuals,

Improved Risk Mutuals,

Any Pool, Association or Syndicate formed for the purpose of writing Oil, Gas or Petro-Chemical Plants and/or Oil or Gas Drilling Rigs,

United States Aircraft Insurance Group,

Canadian Aircraft Insurance Group,

Associated Aviation Underwriters,

American Aviation Underwriters.

SECTION B does not apply:

(a) Where the Total Insured Value over all interests of the risk in question is less than $300,000,000.

(b) To interests traditionally underwritten as Inland Marine or Stock and/or Contents written on a Blanket basis.

(c) To Contingent Business Interruption, except when the Company is aware that the key location is known at the time to be insured in any Pool, Association or Syndicate named above, other than as provided for under Section B (a).

(d) To risks as follows:

Offices, Hotels, Apartments, Hospitals, Educational Establishments, Public Utilities (other than Railroad Schedules) and Builder’s Risks on the classes of risks specified in this subsection (d) only.

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SECTION C:

NEVERTHELESS the Reinsurer specifically agrees that liability accruing to the Company from its participation in residual market mechanisms including but not limited to:

(1) The following so-called “Coastal Pools”:

ALABAMA INSURANCE UNDERWRITING ASSOCIATION

MISSISSIPPI WINDSTORM UNDERWRITING ASSOCIATION

NORTH CAROLINA INSURANCE UNDERWRITING ASSOCIATION

SOUTH CAROLINA WINDSTORM AND HAIL UNDERWRITING ASSOCIATION

TEXAS WINDSTORM INSURANCE ASSOCIATION

AND

(2) All “FAIR Plan” and “Rural Risk Plan” business

AND

(3) The Louisiana Citizens Property Insurance Corporation, the Citizens Property Insurance Corporation (“CPIC”) and the California Earthquake Authority (“CEA”)

for all perils otherwise protected hereunder shall not be excluded, except, however, that this reinsurance does not include any increase in such liability resulting from:

(i) The inability of any other participant in such “Coastal Pool” and/or “FAIR Plan” and/or “Rural Risk Plan” and/or Residual Market Mechanisms to meet its liability.

(ii) Any claim against such “Coastal Pool” and/or “FAIR Plan” and/or “Rural Risk Plan” and/or Residual Market Mechanisms, or any participant therein, including the Company, whether by way of subrogation or otherwise, brought by or on behalf of any Insolvency Fund (as defined in the Insolvency Fund Exclusion Clause incorporated in this Contract).

SECTION D:

(1) Notwithstanding Section C above, in respect of the CEA, where an assessment is made against the Company by the CEA, the Company may include in the Ultimate Net Loss only that assessment directly attributable to each separate loss occurrence covered hereunder. The Company’s initial capital contribution to the CEA shall not be included in the Ultimate Net Loss.

(2) Notwithstanding Section C above, in respect of the CPIC, where an assessment is made against the Company by the CPIC, the maximum loss that the Company may include in the Ultimate Net Loss in respect of any loss occurrence hereunder shall not exceed the lesser of:

a) The Company’s assessment from the CPIC for the accounting year in which the loss occurrence commenced, or

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b) The product of the following:

(i) The Company’s percentage participation in the CPIC for the accounting year in which the loss occurrence commenced; and

(ii) The CPIC’s total losses in such loss occurrence.

Any assessments for accounting years subsequent to that in which the loss occurrence commenced may not be included in the Ultimate Net Loss hereunder. Moreover, notwithstanding Section C above, in respect of the CPIC, the Ultimate Net Loss hereunder shall not include any monies expended to purchase or retire bonds as a consequence of being a member of the CPIC. For the purposes of this Contract, the Company may not include in the Ultimate Net Loss any assessment or any percentage assessment levied by the CPIC to meet the obligations of an insolvent insurer member or other party, or to meet any obligations arising from the deferment by the CPIC of the collection of monies.

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NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - U.S.A.

1) This Agreement does not cover any loss or liability accruing to the Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks.

2) Without in any way restricting the operation of paragraph 1) of this Clause, this Agreement does not cover any loss or liability accruing to the Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to:

I. Nuclear reactor power plants including all auxiliary property on the site, or

II. Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and “critical facilities” as such, or

III. Installations for fabricating complete fuel elements or for processing substantial quantities of “special nuclear material,” and for reprocessing, salvaging, chemically separating, storing or disposing of “spent” nuclear fuel or waste materials, or

IV. Installations other than those listed in paragraph 2) III above using substantial quantities of radioactive isotopes or other products of nuclear fission.

3) Without in any way restricting the operations of paragraphs 1) and 2) hereof, this Agreement does not cover any loss or liability by radioactive contamination accruing to the Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith except that this paragraph 3) shall not operate:

a) where the Reinsured does not have knowledge of such nuclear reactor power plant or nuclear installation, or

b) where said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused. However, on and after 1^st, January 1960 this sub-paragraph b) shall only apply provided the said radioactive contamination exclusion provision has been approved by the Governmental Authority having jurisdiction thereof.

4) Without in any way restricting the operations of paragraphs 1), 2) and 3) hereof, this Agreement does not cover any loss or liability by radioactive contamination accruing to the Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against.

5) It is understood and agreed that this Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reinsured to be the primary hazard.

6) The term “special nuclear material” shall have the meaning given it in the Atomic Energy Act of 1954, or by any law amendatory thereof.

7) Reinsured to be sole judge of what constitutes:

a) substantial quantities, and

b) the extent of installation, plant or site.

NOTE: Without in any way restricting the operation of paragraph 1) hereof, it is understood and agreed that:

a) all policies issued by the Reinsured on or before 31^st, December 1957, shall be free from the application of the other provision of this Clause until expiry date or 31^st, December 1960, whichever first occurs whereupon all the provisions of this Clause shall apply,

b) with respect to any risk located in Canada policies issued by the Reinsured on or before 31^st, December 1958, shall be free from the application of the other provisions of this Clause until expiry date or 31^sl, December 1960, whichever first occurs whereupon all the provisions of this Clause shall apply.

NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE - CANADA

1) This Agreement does not cover any loss or liability accruing to the Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers formed for the purpose of covering Atomic or Nuclear Energy risks.

2) Without in any way restricting the operation of paragraph 1) of this Clause, this Agreement does not cover any loss or liability accruing to the Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance against Physical Damage (including business interruption or consequential loss arising out of such Physical Damage) to:

(a) Nuclear reactor power plants including all auxiliary property on the site, or

(b) Any other nuclear reactor installation, including laboratories handling radioactive materials in connection with reactor installations, and critical facilities as such, or

(c) Installations for fabricating complete fuel elements or for processing substantial quantities of prescribed substances, and for reprocessing, salvaging, chemically separating, storing or disposing of spent nuclear fuel or waste materials, or

(d) Installations other than those listed in (c) above using substantial quantities of radioactive isotopes or other products of nuclear fission.

3) Without in any way restricting the operations of paragraphs 1) and 2) of this Clause, this Agreement does not cover any loss or liability by radioactive contamination accruing to the Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance on property which is on the same site as a nuclear reactor power plant or other nuclear installation and which normally would be insured therewith, except that this paragraph 3) shall not operate:

(a) where the Reinsured does not have knowledge of such nuclear reactor power plant or nuclear installation, or

(b) where said insurance contains a provision excluding coverage for damage to property caused by or resulting from radioactive contamination, however caused.

4) Without in any way restricting the operations of paragraphs 1), 2) and 3) of this Clause, this Agreement does not cover any loss or liability by radioactive contamination accruing to the Reinsured, directly or indirectly, and whether as Insurer or Reinsurer, when such radioactive contamination is a named hazard specifically insured against.

5) This Clause shall not extend to risks using radioactive isotopes in any form where the nuclear exposure is not considered by the Reinsured to be the primary hazard.

6) The term “radioactive material” means uranium, thorium, plutonium, neptunium, their derivatives and compounds, radioactive isotopes of other elements and any other substances which may be designated by or pursuant to any law, act or statute, or any law amendatory thereof as being prescribed substances capable of releasing atomic energy, or as being requisite for the production, use or application of atomic energy.

7) Reinsured to be sole judge of what constitutes:

a) substantial quantities, and

b) the extent of installation, plant or site.

8) Without in any way restricting the operation of paragraphs 1), 2), 3) and 4) of this Clause, this Agreement does not cover any loss or liability accruing to the Reinsured, directly or indirectly, and whether as Insurer or Reinsurer caused:

a) by any nuclear incident as defined by The Nuclear Liability Act or any other nuclear liability act, law or statute, or any law amendatory thereof or nuclear explosion, except for ensuing loss or damage which results directly from fire, lightning or explosion of natural, coal or manufactured gas;

b) by contamination by radioactive material.

NOTE: Without in any way restricting the operation of paragraphs 1), 2), 3) and 4) of this Clause, paragraph 8) of this Clause shall only apply to all original contracts of the Reinsured whether new, renewal or replacement which become effective on or after December 31, 1992.

INTERESTS AND LIABILITIES AGREEMENT

between

STATE AUTOMOBILE MUTUAL INSURANCE COMPANY

MILBANK INSURANCE COMPANY

STATE AUTO NATIONAL INSURANCE COMPANY

STATE AUTO INSURANCE COMPANY OF WISCONSIN

FARMERS CASUALTY INSURANCE COMPANY

STATE AUTO INSURANCE COMPANY OF OHIO

MERIDIAN SECURITY INSURANCE COMPANY

MERIDIAN CITIZENS MUTUAL INSURANCE COMPANY

STATE AUTO FLORIDA INSURANCE COMPANY

(the “Company”)

and

STATE AUTO PROPERTY AND CASUALTY INSURANCE COMPANY

(the Subscribing “Reinsurer”)

It is hereby mutually agreed by and between the Company on the one part, and the Subscribing Reinsurer on the other part that effective July 1, 2005, the Subscribing Reinsurer’s share of the Interests and Liabilities of the PROPERTY CATASTROPHE OVERLYING EXCESS OF LOSS REINSURANCE CONTRACT attached hereto and forming part of this Agreement, shall be for one hundred percent (100%).

IN WITNESS WHEREOF, the parties hereto by their authorized representative have executed this Agreement as of the date specified below:

Signed in Columbus, Ohio this 30^th day of June, 2005.

STATE AUTO PROPERTY AND CASUALTY INSURANCE COMPANY
By	/s/ John R. Lowther
	John R. Lowther
Title	Senior Vice President, Secretary and General Counsel

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Signed in Columbus, Ohio this 30^th day of June, 2005.

STATE AUTOMOBILE MUTUAL INSURANCE COMPANY

MILBANK INSURANCE COMPANY

STATE AUTO NATIONAL INSURANCE COMPANY

STATE AUTO INSURANCE COMPANY OF WISCONSIN

FARMERS CASUALTY INSURANCE COMPANY

STATE AUTO INSURANCE COMPANY OF OHIO

MERIDIAN SECURITY INSURANCE COMPANY

MERIDIAN CITIZENS MUTUAL INSURANCE COMPANY

STATE AUTO FLORIDA INSURANCE COMPANY

By	/s/ John R. Lowther
	John R. Lowther
Title	Senior Vice President and General Counsel

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EX-10.34

Exhibit 10.34

ENDORSEMENT NO. 1

to the

PROPERTY CATASTROPHE OVERLYING EXCESS OF LOSS

REINSURANCE CONTRACT

between

STATE AUTOMOBILE MUTUAL INSURANCE COMPANY

MILBANK INSURANCE COMPANY

STATE AUTO NATIONAL INSURANCE COMPANY

STATE AUTO INSURANCE COMPANY OF WISCONSIN

FARMERS CASUALTY INSURANCE COMPANY

STATE AUTO INSURANCE COMPANY OF OHIO

MERIDIAN SECURITY INSURANCE COMPANY

MERIDIAN CITIZENS MUTUAL INSURANCE COMPANY

STATE AUTO FLORIDA INSURANCE COMPANY

(the “Company”)

and

STATE AUTO PROPERTY AND CASUALTY INSURANCE COMPANY

(the Subscribing “Reinsurer”)

IT IS HEREBY AGREED, effective November 9, 2005, that ARTICLE V, AMOUNT OF LIMIT AND RETENTION shall be amended to read as follows:

ARTICLE V

AMOUNT OF LIMIT AND RETENTION:

No claim shall be made hereunder unless and until the Company, on a pooled basis where applicable, shall have first sustained an Ultimate Net Loss (as defined below) in excess of $120,000,000, regardless of the number of Policies under which such loss is payable or the number of interests insured. The Reinsurer shall then be liable for the amount of Ultimate Net Loss for the Company in excess of $120,000,000 per occurrence, but the sum recoverable from the Reinsurer shall not exceed $100,000,000 in respect of each such Loss Occurrence and in respect of all Loss Occurrences during the term of this Contract.

The applicability of coverage under this Contract is subject to at least two risks being involved in the same Loss Occurrence.

The provisions of this Contract shall remain otherwise unchanged.

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IN WITNESS WHEREOF, the parties hereto by their authorized representative have executed this Endorsement No. 1 as of the date specified below:

Signed in Columbus, Ohio this 16^th day of January, 2006.

STATE AUTO PROPERTY AND CASUALTY INSURANCE COMPANY
By	/s/ John R. Lowther
	John R. Lowther
Title	Senior Vice President, Secretary and General Counsel

Signed in Columbus, Ohio this 16^th day of January, 2006.

STATE AUTOMOBILE MUTUAL INSURANCE COMPANY MILBANK INSURANCE COMPANY STATE AUTO NATIONAL INSURANCE COMPANY STATE AUTO INSURANCE COMPANY OF WISCONSIN FARMERS CASUALTY INSURANCE COMPANY STATE AUTO INSURANCE COMPANY OF OHIO MERIDIAN SECURITY INSURANCE COMPANY MERIDIAN CITIZENS MUTUAL INSURANCE COMPANY STATE AUTO FLORIDA INSURANCE COMPANY
By	/s/ John R. Lowther
	John R. Lowther
Title	Senior Vice President and General Counsel

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EX-10.45

Exhibit 10.45

MIDWEST SECURITY INSURANCE COMPANY

MANAGEMENT AGREEMENT

Amended and Restated as of January 1, 2000

This Amended and Restated Management Agreement is dated as of January 1, 2000 (the “2000 Management Agreement”), is by and among State Automobile Mutual Insurance Company, an Ohio corporation (“Mutual”), State Auto Property and Casualty Insurance Company, a South Carolina corporation (“State Auto P&C”), and Midwest Security Insurance Company, a Wisconsin corporation (“Midwest Security”).

Background Information

A. Mutual is a property and casualty insurance company. Midwest Security is a wholly owned subsidiary of Mutual which was acquired by Mutual from R. W. Houser, Inc. (“Houser, Inc.”) in a transaction closed on March 11, 1997 but effective as of January 1, 1997. State Auto P&C, a wholly owned subsidiary of State Auto Financial Corporation (“State Auto Financial”) is an affiliate of Mutual. Mutual owns 69% of the common share, without par value, of State Auto Financial.

B. Prior to the closing of Mutual’s acquisition of Midwest Security, Midwest Security was operated by employees of Houser, Inc. under a management agreement with Houser, Inc. Since Mutual’s acquisition of Midwest Security, it has been party to a Management Agreement dated March 11, 1997 but effective January 1, 1997 with Mutual and State Auto P&C under the terms of which Midwest Security was operated by employees of Mutual and State Auto P&C.

C. Effective January 1, 2000, all other individuals heretofore employed as employees of Mutual will become employees of State Auto P&C.

D. Midwest Security continues to have no employees and will now be dependent on State Auto P&C for substantially all of the services of the employees of State Auto P&C, including without limitation, executive management, management, administrative, technical and clerical services necessary or appropriate in the operation of its business (collectively referred to hereafter as “Management and Operations Services”) and on Mutual for such facilities (other than leased office space) needed to conduct its business.

E. The parties desire to enter into this 2000 Management Agreement to provide for State Auto P&C to make available to Midwest Security the Management and Operations Services of State Auto P&C employees and for Mutual to make available its data processing equipment and services, and the use of its equipment, supplies, communication, and other facilities, all of which will continue to be used jointly with Mutual and State Auto P&C, all pursuant to the terms and conditions set forth in this 2000 Management Agreement.

Statement of Agreement

The parties hereby acknowledge the accuracy of the above Background Information and hereby agree as follows:

1. Engagement and Term. On the terms and subject to the conditions described in this 2000 Management Agreement, Midwest Security hereby engages State Auto P&C, and State Auto P&C hereby accepts such engagement, to provide through its employees Management and Operations Services to Midwest Security. The term of State Auto P&C’s engagement under this 2000 Management Agreement shall begin on the date of this 2000 Management Agreement and shall end, unless sooner terminated in accordance with the provisions of §9, below, on the tenth anniversary date of this 2000 Management Agreement. This 2000 Management Agreement shall be automatically renewed for successive 10-year periods upon the same terms and conditions contained in this 2000 Management Agreement, unless and until terminated as described in §9, below.

2. Authority and Duties of State Auto P&C. State Auto P&C shall be responsible for the following: (a) providing employees required to perform all organizational, operational, and executive management functions of Midwest Security; (b) managing and performing the day-to-day insurance business operations of Midwest Security which include, without limitation, appointing and terminating agencies, underwriting insurance risks, investigating and settling claims, and arranging reinsurance, all in accordance with the underwriting, claims and any other guidelines which may be in effect or established from time to time by the board of directors of Midwest Security; and (c) managing the capital of Midwest Security in a manner consistent with policies set or approved by the board of directors of Midwest Security, with respect to resource allocation matters, marketing decisions, and pricing decisions, among other areas. State Auto P&C shall use reasonable efforts to ensure that its employees perform the aforesaid responsibilities efficiently and with the same degree of care and skill as such employees devote to the business of State Auto P&C. It is understood that Stateco Financial Services, Inc. (“Stateco”) is to provide investment management services with respect to the investment of the investable funds of Midwest Security and that State Auto P&C will not, therefore, provide any such services for Midwest Security. However, State Auto P&C will oversee and monitor the investment activities of Stateco on behalf of Midwest Security in accordance with the investment policies, decisions and guidelines of the investment committee of the board of directors of Midwest Security. State Auto P&C shall have all authority necessary to carry out its duties under this 2000 Management Agreement and shall act as an agent of Midwest Security. The employees of State Auto P&C providing services to Midwest Security pursuant to this 2000 Management Agreement shall not be considered employees of Midwest Security or Mutual.

3. Paymaster. During the term of this 2000 Management Agreement, Mutual shall act as the common agent or common paymaster for all such employees providing services to Midwest Security. As common paymaster or common agent, Mutual shall be responsible for filing information and tax returns and issuing tax and other payroll forms and reports with respect to wages paid to the employees employed by State Auto P&C and provided to Midwest Security.

4. Provision of Facilities. During the term of this 2000 Management Agreement, Mutual shall provide or make available to Midwest Security data processing equipment, office supplies and equipment, furniture and fixtures, automobiles and such other items of tangible personal property as may be necessary or desirable in the operation of the business of such company. Mutual shall also act as agent for Midwest Security, and to the extent necessary for the purposes of its business in collecting and disbursing funds due to Midwest Security, and in incurring and paying expenses and other operating costs of the facilities used by Midwest Security except for those expenses paid directly by Midwest Security from its own accounts.

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5. Board of Directors Control. Except as otherwise provided in this 2000 Management Agreement, the business of Midwest Security shall be managed by its officers, subject to the authority of its board of directors. Midwest Security may appoint or elect as its officers those persons who hold offices in any other affiliate of Mutual, subject at all times to the power of its board of directors to appoint, elect, or remove its officers in accordance with its articles of incorporation, code of regulations or by-laws, and other governing documents, statutes, or rules of law applicable to Midwest Security.

6. Allocation of Costs and Expenses. Except to the extent otherwise allocated under any other provisions of this 2000 Management Agreement, all out-of-pocket expenses incurred for goods or services from third party vendors or other unrelated parties which are identifiable to Midwest Security, including without limitation, rent, utilities, director’s fees, legal fees, audit fees, stock transfer expenses, travel expenses, stationery, supplies, and items of a similar nature, shall be charged at cost to Midwest Security. All costs and expenses incurred by State Auto P&C for the employees providing Management and Operations Services and by Mutual for the equipment, facilities, and other items shared by the parties pursuant to this 2000 Management Agreement shall be allocated to Midwest Security as follows:

(a) Insurance Losses, Loss Adjustment Expenses and Other Underwriting Expenses of Midwest Security. All insurance losses, loss adjustment expenses and other underwriting expenses of Midwest Security as computed under the statutory accounting principles used by Midwest Security from time to time, shall be allocated to Midwest Security pursuant to the terms of the Reinsurance Pooling Agreement Amended and Restated as of January 1, 2000 by and among Mutual, and its wholly owned subsidiary, Midwest Security, and State Auto P&C, Milbank Insurance Company, Farmers Casualty Insurance Company, and State Auto Insurance Company, each a wholly owned subsidiary of State Auto Financial (the “2000 Pooling Agreement”). Other underwriting expenses include, without limitation, expenses for employees who provide services on behalf of Midwest Security, either full time or part time, which expenses shall be allocated to Midwest Security in the manner described in the previous sentence.

(b) Pension and Benefit Expenses. Midwest Security is designated as a participating company under the State Auto Insurance Companies Employees’ Retirement Plan, and any other applicable benefit plans provided for the employees of State Auto P&C (the “Plans”). Midwest Security’s share of pension and benefit expenses under the Plans for employees of State Auto P&C shall be allocated to Midwest Security based on its percentage share under the 2000 Pooling Agreement.

7. Management Fee. The management fee shall be determined as follows:

(a) For the Management and Operations Services provided by State Auto P&C hereunder, Midwest Security shall pay to State Auto P&C an annual management fee equal to 0.75 percent (0.75%) of Midwest Security’s direct written premium. Such fee shall be payable in not less often than quarterly installments during the term of this 2000 Management Agreement. Not more often than annually, the amount of the management fee shall be reviewed to

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determine whether an adjustment in the management fee is necessary. Any change to the management fee, other than changes automatically occurring pursuant to the terms of this 2000 Management Agreement, must be approved by the boards of directors of Midwest Security and State Auto P&C, and by the domiciliary regulators of the parties hereto, to the extent required by the law of each applicable jurisdiction.

(b) If, during the period of time that Midwest Security is being provided Management and Operations Services pursuant to this 2000 Management Agreement Midwest Security does not meet the performance standard (as described below) for any calendar quarter, then the quarterly management fee payment shall be withheld, unless such performance standard had been met for the trailing four quarters as a whole in which case the quarterly management fee shall not be withheld. If any portion of the management fee is withheld pursuant to this section, it shall be released to State Auto P&C if, based on Midwest Security’s performance for the entire calendar year, Midwest Security’s performance meets the performance standard. The performance standard is as follows:

Payment would be withheld if, for the calendar quarter immediately preceding the then current calendar quarter, Midwest Security’s statutory combined ratio is equal to or greater than the statutory combined ratio for the property casualty insurance industry for the same period, as published by A. M. Best and Co., excluding the effect of losses arising out of catastrophes numbered by the Insurance Services Office and other extraordinary loss events arising out of circumstances that bear no relation to the performance by employees provided by State Auto P&C and for the calendar quarter for which the management fee is due Midwest Security’s surplus as regards policyholders shall have decreased by more than 10% from the amount of its surplus as regards policyholders as of the end of the previous calendar year.

The performance standard may be changed from time to time provided that any such change shall be approved by the boards of directors of Midwest Security and State Auto P&C, and by the domiciliary regulators of the parties hereto, to the extent required by the laws of each applicable jurisdiction.

8. Payments for Services. All amounts due under this 2000 Management Agreement shall be due and payable by Midwest Security within 15 days after request for payment.

9. Termination. This 2000 Management Agreement may be terminated prior to the end of the initial term, or any renewal thereof, as follows:

(a) At the end of the term then in effect by any of the parties upon advance written notice to the other parties at least two years prior to the end of the term then in effect (provided that such termination shall only relate to the company giving notice and shall not terminate the 2000 Management Agreement with respect to any of the other parties unless they also give notice of termination either within 30 days of receipt of the first party’s notice of termination or at least two years prior to the end of the term then in effect); or

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(b) By any party if any other party fails to comply with any material term of this 2000 Management Agreement and such defaulting party has not corrected such default within thirty (30) days after written notice of such default.

(c) Automatically, with respect to a party, if that party files a voluntary petition in bankruptcy, applies for or consents to the appointment of a receiver, makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, files a petition or answer seeking a reorganization or arrangement with creditors under any insolvency law, files an answer admitting the material allegations of a petition filed in any bankruptcy or reorganization proceeding, or if a decree of any court is entered adjudging the party to be bankrupt or approving a reorganization or arrangement under any insolvency law (which decree is not set aside within 90 days after it is entered) (provided that such termination shall only relate to the company subject to the foregoing event or action and shall not terminate the 2000 Management Agreement with respect to any of the other parties unless they also give notice of termination either within 30 days of the event that causes the automatic termination for another party).

(d) By Midwest Security, at its option, at any time after a “Change in Control” or “Potential Change in Control” (as defined below) of State Auto Financial.

For purposes of this section, a “Change in Control” means the happening of any of the following:

(i) When any “person” as defined in Section 3 (a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act, but excluding State Auto Financial and any subsidiary and any employee benefit plan sponsored or maintained by State Auto Financial or any subsidiary (including any trustee or such plan acting as trustee) and excluding Mutual, directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act, as amended from time to time), of securities of State Auto Financial representing 20% or more of the combined voting power of the then outstanding securities;

(ii) When, during any period of twenty-four consecutive months during the effectiveness of this Agreement, the individuals who, at the beginning of such period, constitute the board of directors of State Auto Financial (the “Incumbent Directors”) cease for any reason other than death to constitute at least a majority thereof; provided, however, that a director who was not a director at the beginning of such twenty-four month period shall be deemed to have satisfied such twenty-four month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually (because they were directors at the beginning of such twenty-four month period) or by prior operation of this paragraph; or

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(iii) The occurrence of a transaction requiring shareholder approval for the acquisition of State Auto Financial by an entity other than Mutual or a subsidiary of State Auto Financial through purchase of assets, by merger or otherwise.

For purposes of this section, a “Potential Change in Control” means the happening of any one of the following:

(i) The approval by shareholders of an Agreement by State Auto Financial, the consummation of which would result in a Change in Control of State Auto Financial as defined above; or

(ii) The acquisition of beneficial ownership, directly or indirectly, by any entity, person or group other than State Auto Financial or a subsidiary or any employee benefit plan sponsored or maintained by State Auto Financial or any subsidiary (including any trustee of such plan acting as such trustee) of securities of State Auto Financial representing 5% or more of the combined voting power of State Auto Financial’s outstanding securities and the adoption by the board of directors of State Auto Financial of a resolution to the effect that a Potential Change in Control of State Auto Financial has occurred for purposes of this Agreement.

10. Conflicts of Interest. The parties hereby acknowledge that, due to the common management of Mutual and State Auto P&C, conflicts of interest may arise with respect to business opportunities available to such companies and Midwest Security. In order to deal with such conflicts of interest on an equitable basis, the following guidelines shall be used to determine which company may avail itself of a business opportunity:

(a) A business opportunity shall not be required to be presented to the Coordinating Committee, as described in 10(b) below, if: (i) such business opportunity involves the purchase or sale on the open market of marketable securities at the market price for that issue or comparable issues; (ii) such business opportunity involves the new issue of stocks or bonds in a public offering registered or exempt from registration under the Securities Act of 1933, as amended; (iii) such business opportunity does not fit within the investment criteria and guidelines, including without limitation debt to equity mix, of either Midwest Security, Mutual or State Auto P&C established by their respective investment committees; (iv) such business opportunity involves the underwriting of policies of insurance; (v) State Auto Financial proposes to purchase securities issued by it; or (vi) in the good faith judgment of the common officers of Midwest Security and Mutual and State Auto P&C, such business opportunity does not meet the investment policies or objectives, the underwriting or claims guidelines, or is inconsistent with the cash flow or tax situation of Midwest Security, Mutual or State Auto P&C.

(b) All other business opportunities shall be presented to a Coordinating Committee consisting of two eligible directors of Mutual and two eligible directors of State Auto Financial (the “Coordinating Committee”), with the State Auto Financial committee members also representing the interests of all subsidiaries of State Auto Financial and the Mutual members also representing the interests of Midwest Security. In order to be eligible to serve on the Coordinating Committee, Mutual directors shall not, during the time of service on such committee, also be directors or officers of State Auto P&C, and State Auto Financial directors shall not, during the time of service on such committee,

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also be directors or officers of Mutual or any wholly owned subsidiary of Mutual. The Coordinating Committee shall review and evaluate such business opportunities using such factors as it considers relevant. Based upon such review and evaluation, such committee shall make a recommendation to each respective board of directors as to whether or not such business opportunities should be pursued and if so, by which company. If the Coordinating Committee is unable to agree upon a recommendation by at least a majority vote of all of its members, the two directors serving on such committee from each of Mutual and State Auto Financial shall report that result to the board of the Company on which they serve, along with their recommendation, if any. The boards of directors of Mutual and of State Auto Financial must then act on the recommendation of the committee or the committee members after considering all other factors deemed relevant to them.

(c) Midwest Security shall not sell any property or security to, or purchase any property or security from, any affiliate of State Auto P&C if, in the good faith judgment of the common officers of Mutual and State Auto Financial such sale or purchase is a material transaction to such affiliate which is a party to the sale or purchase, unless such sale or purchase is presented to the Coordinating Committee for review and evaluation and approved by the boards of directors of Mutual and State Auto Financial in the manner provided in the preceding paragraph (b). Notwithstanding the foregoing, State Auto P&C and Mutual may sell marketable securities to one another at the market price of such securities or an approximation thereof.

11. Indemnification. Each party hereby agrees to indemnify and hold each other party harmless from and against any and all claims, actions, liabilities, damages or amounts paid in settlement or otherwise and costs and expenses (including, without limitation, reasonable attorneys’ fees) (“Losses”) incurred by such other party in performance of the terms of this Agreement unless such Losses are the result of gross negligence or intentional misconduct of one party directed at or to an other party.

12. Arbitration. Any and all disagreements or controversies arising with respect to this 2000 Management Agreement, whether during or after the term of State Auto P&C’s engagement under this 2000 Management Agreement, shall be settled by binding arbitration. Such arbitration shall be conducted under the commercial arbitration rules of the American Arbitration Association. All fees of the arbitrators shall be borne equally by the parties to the arbitration.

13. Complete Agreement. This document contains the entire agreement between the parties and supersedes all prior or contemporaneous discussions, negotiations, representations, or agreements relating to the subject matter. No changes to this 2000 Management Agreement shall be made or be binding on any party unless made in writing and signed by each party to this 2000 Management Agreement.

14. No Third Party Benefit. This 2000 Management Agreement is intended for the exclusive benefit of the parties to this 2000 Management Agreement and their respective successors and assigns, and nothing contained in this 2000 Management Agreement shall be construed as creating any rights or benefits in or to any third party.

15. Captions. The captions of the various sections of this 2000 Management Agreement are not part of the context of this 2000 Management Agreement, but are only labels

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to assist in locating those sections, and shall be ignored in construing this 2000 Management Agreement.

16. Force Majeure. Notwithstanding any provision of this 2000 Management Agreement to the contrary, any party’s obligations under this 2000 Management Agreement shall be excused if and to the extent that any delay or failure to perform such obligations is due to fire or other casualty, material shortages, strikes or labor disputes, acts of God, or other causes beyond the reasonable control of such party.

17. Amendments. This 2000 Management Agreement may be amended by the parties, upon authority of their officers without specific director approval, if such amendment is solely for the purpose of clarification and does not change the substance of this 2000 Management Agreement and the parties have obtained an opinion of legal counsel to that effect.

18. Successors. No party may assign any of its rights or obligations under this 2000 Management Agreement without the written consent of all other parties to this 2000 Management Agreement which consent may be arbitrarily withheld by any such party. Except as otherwise provided in this 2000 Management Agreement, this 2000 Management Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the respective successors and assigns of each party to this 2000 Management Agreement.

19. Severability. If any court of competent jurisdiction determines it is impossible to construe any provision of this 2000 Management Agreement consistently with any applicable law and consequently holds that provision to be invalid, such holding shall in no way affect the validity of the other provisions of this 2000 Management Agreement, which shall remain in full force and effect, provided that such result would not frustrate the intent of the parties in entering into this 2000 Management Agreement.

In witness whereof the parties named above have hereunto subscribed their names.

STATE AUTOMOBILE MUTUAL INSURANCE COMPANY		MIDWEST SECURITY INSURANCE COMPANY
By	/s/ Robert H. Moone	By	/s/ Robert H. Moone
	Robert H. Moone		Robert H. Moone
	President and CEO		President and CEO
STATE AUTO PROPERTY AND CASUALTY INSURANCE COMPANY
BY	/s/ Robert H. Moone
	Robert H. Moone
	President and CEO

Page 8 of 8

EX-10.49

Exhibit 10.49

STATE AUTO FINANCIAL CORPORATION

RESTRICTED SHARE AWARD AGREEMENT

UNDER THE

AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN

The Compensation Committee of State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby awards to Robert P. Restrepo, Jr. (“Mr. Restrepo”) 10,500 common shares (the “Restricted Shares”), without par value, of the Company (the “Shares”). The Restricted Shares are awarded pursuant to the terms of the Company’s Amended and Restated Equity Incentive Compensation Plan (the “Plan”) and shall be subject to all of the provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to the following provisions of this agreement. Capitalized terms used in this agreement which are not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

§1. Award of Restricted Shares.    The Restricted Shares are awarded to Mr. Restrepo in connection with, and as additional consideration for, his employment by the Company. The “Award Date” of the Restricted Shares shall be March 2, 2006, the same date as Mr. Restrepo’s employment agreement with the Company. The purchase price for the Restricted Shares shall be zero. Following the execution and delivery of this agreement by Mr. Restrepo, the Company shall cause a share certificate evidencing the Restricted Shares to be issued in Mr. Restrepo’s name (the “Share Certificate”).

§2. Forfeiture.    The Restricted Shares shall be forfeited to the Company if Mr. Restrepo’s employment with the Company terminates for any reason prior to March 2, 2009 (the “Lapse Date”), or if Mr. Restrepo violates any provision of this agreement.

§3. Transfer Restrictions.    None of the Restricted Shares, nor any beneficial interest therein, shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, prior to the Lapse Date. Thereafter, the Restricted Shares may be transferred only in compliance with all applicable federal and state securities laws. Any transfer or attempted transfer in violation of the foregoing restrictions shall be null and void.

§4. Acceptance of Award.    The award of the Restricted Shares must be accepted by Mr. Restrepo within 30 days after the Award Date by executing this agreement. Mr. Restrepo shall not have any rights with respect to the Restricted Shares awarded under this agreement unless and until Mr. Restrepo has executed this agreement, delivered a fully executed copy thereof to the Secretary of the Company, and otherwise complied with the applicable terms and conditions of the award of the Restricted Shares.

§5. Rights As Shareholder.    Subject to the terms of this agreement, on and after the issuance of the Share Certificate to Mr. Restrepo, Mr. Restrepo shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, including the right to vote the

Restricted Shares and the right to receive any dividends or other distributions with respect to the Restricted Shares, but subject, however, to the restrictions on transfer set forth in this agreement.

§6. Escrow of Shares.    The Share Certificate shall be held by the Company, together with a stock power endorsed in blank, which shall be executed by Mr. Restrepo concurrently with his execution of this agreement, until the earlier of the Lapse Date or the termination of Mr. Restrepo’s employment with the Company. If the Restricted Shares are forfeited to the Company under §2, above, then the Company shall cause the Restricted Shares to be transferred to the Company. If the Restricted Shares are not forfeited to the Company, then the Company shall deliver the Share Certificate and stock power to Mr. Restrepo.

§7. Tax Consequences.    Mr. Restrepo understands that he (and not the Company) shall be responsible for his own federal, state, local or foreign tax liability and any of his other tax consequences that may arise as a result of the transactions contemplated by this agreement, including without limitation filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “83(b) Election”), if he deems it to be appropriate. Mr. Restrepo shall rely solely on the determinations of his tax advisors or his own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. Mr. Restrepo shall notify the Company in writing if Mr. Restrepo files the 83(b) Election with the Internal Revenue Service within 30 days from the date of his execution of this agreement. The Company intends, in the event it does not receive from Mr. Restrepo evidence of the 83(b) Election filing by Mr. Restrepo, to claim a tax deduction for any amount which would be taxable to Mr. Restrepo in the absence of such an election. If the Company is required to withhold or pay any taxes with respect to the issuance or vesting of the Restricted Shares, Mr. Restrepo shall pay to the Company the amount of such required withholding or payment promptly following the Company’s request.

§8. Compliance with Securities Laws.    No Restricted Shares shall be deliverable under this agreement or the Plan except in compliance with all applicable federal and state securities laws and regulations. The Company may require Mr. Restrepo (a) to represent and warrant to and agree with the Company in writing that Mr. Restrepo is acquiring the Restricted Shares without a view to distribution thereof, and (b) to make such additional representations, warranties and agreements with respect to the investment intent of Mr. Restrepo as the Company may reasonably request.

[Remainder of page intentionally blank]

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The Share Certificate shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities laws, and the Company may cause a legend or legends to be put on the Share Certificate to make appropriate reference to such restrictions.

STATE AUTO FINANCIAL CORPORATION
By:	/S/ DAVID J. D’ANTONI
	David J. D’Antoni, Chair of the     Compensation Committee

Acceptance of Agreement

Mr. Restrepo hereby: (a) acknowledges receiving a copy of the Plan and represents that Mr. Restrepo is familiar with all provisions of the Plan; and (b) accepts this agreement and the award of the Restricted Shares under this agreement subject to all terms, provisions, and restrictions of both the Plan and this agreement.

 /S/    ROBERT P. RESTREPO, JR.        

Robert P. Restrepo, Jr.

Dated as of:                         , 2006

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EX-10.51

Exhibit 10.51

NON-QUALIFIED STOCK OPTION AGREEMENT

This Agreement (the “Agreement”) is made as of the 2nd day of March, 2006 between State Auto Financial Corporation, an Ohio corporation (the “Company”), and Robert P. Restrepo, Jr. (the “Grantee”). The Company hereby grants to the Grantee an option (the “Option”) to purchase 30,000 shares (“Option Shares”), for a purchase price per share (the “Option Price”) of $31.94 per share. The fair market value of each of the Option Shares on the date of grant is $31.94 per share. The Option has been granted pursuant to the State Auto Financial Corporation Amended and Restated Equity Incentive Compensation Plan, as amended from time to time (the “Plan”), attached hereto as Exhibit A, and it shall include and be subject to all provisions of the Plan, which are incorporated herein by reference, and it shall be subject to the following provisions of this Agreement:

1. Vesting Dates & Term. The Option shall be exercisable as follows:

(i) Ten Thousand (10,000) Option

Shares may be purchased on or after March 1, 2007.

(ii) Ten Thousand (10,000) Option

Shares may be purchased on or after March 1, 2008.

(iii) Ten Thousand (10,000) Option

Shares may be purchased on or after March 1, 2009.

The Option shall not be exercisable for any Option Shares after March 1, 2016, at which date it shall expire.

2. Method of Exercise. The Option shall be exercisable by written notice (in substantially the form attached as Exhibit B), delivered in person or by certified mail to the Secretary of the Company, which shall:

(a) state that the Option is thereby being exercised, the number of Option Shares with respect to which the Option is being exercised, each person in whose name any certificates for the Option Shares should be registered and his or her address and social security number;

(b) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by anyone other than the Grantee, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Option under the Plan and all applicable laws and regulations;

(c) be accompanied by such representations, warranties or agreements with respect to the investment intent of such person or persons exercising the Option as the Company may reasonably request in form and substance satisfactory to counsel for the Company; and

(d) be accompanied by tender to the Company of payment in full for the Option Shares being purchased as set forth in paragraph 3 hereof.

3. Payment of Price. Upon exercise of the Option, the Company shall deliver a certificate or certificates for such of the Option Shares being purchased to the specified person or persons at the specified time upon receipt of the full purchase price for such Option Shares: (i) by certified or bank cashier’s or teller’s check, or (ii) by actual or constructive delivery of eligible Shares with a fair market value at the time of exercise equal to the total Option Price of the Option Shares being purchased, or (iii) by any other method of payment or combination thereof authorized by the Plan.

4. Transferability. Pursuant to authority granted to the Committee by the Plan, the Non-qualified Options that are the subject of this Agreement may be gifted by the Grantee from time to time to the Grantee’s spouse or to one or more of the Grantee’s parent(s), spouse, children, grandchildren, nieces, or nephews or to the Trustee of a trust for the principal benefit of one or more of such persons or to a partnership whose only partners are one or more of such persons. If any such Option is gifted, the Option shall continue to be subject to the terms of the Plan, as amended, and this Option Agreement prior to its transfer including, without limitation, vesting requirements, restrictions on transferability and limitations on exercise following termination of employment or death or disability provided the person receiving the gift of the Option shall have the same right to exercise as the Grantee who gifted the Option. If the exemption provided by Rule 16b-3 promulgated under the Securities Exchange Act of 1934 is amended to eliminate the right of assignment, this Agreement shall be deemed to be amended to conform to the Rule 16b-3 as respects any options not assigned as of the date the law would change as to the assignability of options. Except as set forth above, the Option shall not be transferable by the Grantee other than by will, by the laws of descent and distribution and during the lifetime of the Grantee, the Option shall be exercisable (subject to any other applicable restrictions on exercise) only by the Grantee for his or her own account. Upon the death of the Grantee, the Option shall be exercisable (subject to any other applicable restrictions on exercise) only by the Grantee’s estate (acting through its fiduciary) or by a person(s) who acquired the right to the Option by gift, as described above, or by bequest or inheritance.

5. Termination of Employment. Except as set forth below, and in his Employment Agreement dated March 2, 2006, if the Grantee’s employment with the Company and its Parent and Subsidiary Corporations terminates or is terminated for any reason other than retirement (as defined in the Sate Auto Insurance Companies Employee Retirement Plan, “Retirement”), permanent and total disability (as defined in the Plan, “Disability”) or death, the Grantee (or the Grantee’s estate, should the Grantee decease following such employment termination) may exercise the Option to the extent then exercisable within ninety (90) days after such termination (but in no event after expiration of the original term of the Option. Notwithstanding the foregoing, if the Grantee’s employment terminates after he attains age 62 for any reason other than Retirement, Disability, or death, the Option may be exercised, to the extent then exercisable, at any time prior to the expiration of the existing term. If the Grantee’s employment with the Company and its Parent and Subsidiary Corporations terminates or is terminated by reason of Retirement, Disability, or death, the Option may be exercised at any time from the date of such termination of employment (notwithstanding the Vesting Date) until the expiration of the original term of the Option; provided that if the Grantee dies with less than ninety (90) days remaining prior to the expiration of the original term, the estate or successors in interest of such Grantee shall have a period of one hundred eighty (180) days from the date of death to exercise the Option, regardless of the original expiration date. If following the termination of the

Grantee’s employment with the Company and its Parent and Subsidiary Corporations due to retirement or permanent and total disability the Grantee dies, the Grantee’s estate or successor(s) in interest shall have until the expiration of the original term of the Option, as set forth in paragraph 1 hereof, to exercise said Option. If the Grantee’s employment with the Company is terminated due to illegal conduct engaged in by the Grantee, all Options granted and not exercised prior to Grantee’s receiving notice of such employment termination shall terminate.

6. Restrictions on Exercise. The Option is subject to all restrictions in this Agreement and in the Plan. As a condition of any exercise of the Option, the Company may require the Grantee or the Grantee’s successor to make any representation and warranty to comply with any applicable law or regulation or to confirm any factual matters reasonably requested by counsel for the Company.

7. Definitions. Unless otherwise defined in this Agreement, capitalized terms will have the same meanings given them in the Plan.

	STATE AUTO FINANCIAL CORPORATION
Date of Grant: March 2, 2006	By	/s/ Steven J. Johnston

ACCEPTANCE OF AGREEMENT

The Grantee hereby: (a) acknowledges receiving a copy of the Plan, as amended, which is attached to this Agreement as Exhibit A, and represents that Grantee is familiar with all provisions of the Plan; (b) accepts this Agreement and the Option granted under this Agreement subject to all provisions of the Plan and this Agreement; and agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee.

/s/ Robert P. Restrepo, Jr.

Grantee

Date                                         , 20        

EX-10.54

Exhibit 10.54

STATE AUTO FINANCIAL CORPORATION

FIRST AMENDMENT

TO

OUTSIDE DIRECTORS RESTRICTED SHARE UNIT PLAN

The Board of Directors of State Auto Financial Corporation, an Ohio corporation (the “Company”), desires to amend the Outside Directors Restricted Share Unit Plan (the “Plan”) as set forth in this amendment. Accordingly, the Plan is hereby amended as set forth below:

§1. ARTICLE I. DEFINITIONS AND GENERAL PROVISIONS

Section 1.1 of the Plan is hereby amended by adding the following defined terms:

(p) Corresponding Valuation Date. The second business day preceding a Payment Processing Date.

(q) Form of Payment Options. The form of payment of distributions of Restricted Share Units, which shall be either in cash or Common Shares.

(q) Payment Processing Date. March 31, June 30, September 30, or December 31 of each Plan Year.

§2. ARTICLE III. RESTRICTED SHARE UNITS

Section 3.1 of the Plan is hereby amended by deleting the existing language in its entirety and replacing such language with the following:

3.1 Annual Awards of Restricted Share Units. Promptly following each annual meeting of the shareholders of the Company on and after the Effective Date, each Outside Director shall be automatically granted an Award of 1,400 restricted share units (“Restricted Share Units”), or such lesser or greater number as determined by the Administrative Committee in accordance with Section 6.2. Except for the elections which may be made by each Participant as provided in the Plan, the terms of each annual Award of Restricted Share Units shall be the same with respect to each Participant. The Company will credit the number of Restricted Share Units awarded for each Plan Year to the Participant’s Account. If an Organic Change occurs, then the number of Restricted Share Units to be awarded to Participants as annual Awards shall be adjusted consistent with such Organic Change.

The definition of “Organic Change” in Section 3.2 of the Plan is hereby amended by deleting the existing definition in its entirety and replacing such definition with the following:

An “Organic Change” means the following: (a) a recapitalization, reorganization, reclassification, consolidation, or merger of the Company, or any sale of all or

1

substantially all of the Company’s assets to another person or entity, or any other transaction which is effected in such a way that holders of Common Shares are entitled to receive (either directly or upon subsequent liquidation) other stock, securities, or assets with respect to or in exchange for Common Shares; or (b) a change in the Company’s outstanding Common Shares by reason of stock splits, stock dividends, or any other increase or reduction of the number of outstanding Common Shares without receiving consideration in the form of money, services, or property deemed appropriate by the Board.

§3. ARTICLE V. DISTRIBUTION OF BENEFITS

Article V of the Plan is hereby amended by deleting the provisions of such Article in their entirety and replacing such provisions with the following:

5.1. Elections of Distribution and Form of Payment Options. For each Award, each Participant shall elect a Distribution Option and a Form of Payment Option applicable to that Award. The Distribution Option and the Form of Payment Option elected by the Participant shall be set forth in the Agreement.

5.2 Changes to Distribution or Form of Payment Options. After initial election, each Participant may thereafter change his Distribution Option or Form of Payment Option election with respect to a particular Award. However, a Participant may not change a Distribution Option to one that would complete the distribution of the Participant’s Account more quickly than the election in effect at the date of the new election. Furthermore, any change with respect to a Distribution Option or Form of Payment Option must be made at least twelve (12) months prior to the date that payment would have otherwise begun under such Award If a Distribution Option or Form of Payment Option election is changed, and distribution is triggered before twelve (12) months have elapsed from the change of such election, the distribution will be made in accordance with the Distribution Option or Form of Payment Option election, as the case may be, in effect prior to the change.

5.3 Payment of Benefits. A Participant shall receive payment of amounts credited to his Account upon his termination from membership on the Board. In addition, a Participant may receive payment of amounts credited to his Account upon the occurrence of an “unforeseeable emergency,” as further described in Section 5.3.

(a) Payment Upon Termination Other than Death or Disability. Except in the case of termination from membership on the Board due to death or Disability, a Participant will receive payment of the amounts credited to his Account in the Form of Payment Option elected by the Participant as follows:

(i) If the immediate single lump sum Distribution Option is elected by the Participant, then payment shall be made on the first Payment Processing Date to occur at least six (6) months after the date of such Participant’s termination from membership on the Board.

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(ii) If the annual installment Distribution Option is elected by the Participant, then payments shall commence on the first Payment Processing Date to occur after the date of such Participant’s termination from membership on the Board, with subsequent annual installment payments to occur on the same Payment Processing Date each year thereafter until the Participant’s Account has been distributed in full. The amount of the annual installment payments shall be equal to the amount necessary to fully distribute the Participant’s Account as an annual benefit over the Distribution Option period elected, consistent with the following methodology: the amount payable on the applicable Payment Processing Date shall equal the value of the Participant’s Account as of the Corresponding Valuation Date, multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of annual installments remaining in the Distribution Option period elected by the Participant. For example, assuming a ten (10) year Distribution Option period applies, the amount paid on each of the applicable Payment Processing Dates would represent the value of the Participant’s Account as of the Corresponding Valuation Date times the following factors: Year 1 – 10% (1/10), Year 2 – 11.11% (1/9), Year 3 – 12.5% (1/8), Year 4 – 14.29% (1/7), Year 5 – 16.66% (1/6), Year 6 – 20% (1/5), Year 7 – 25% (1/4), Year 8 – 33.33% (1/3), Year 9 – 50% (1/2), Year 10 – 100% (1/1).

(b) Payment upon Death. In the event of the death of a Participant prior to the commencement of the distribution of payments under the Plan, such benefits shall be paid to the Beneficiary or Beneficiaries designated by the Participant in accordance with the Distribution Option in effect for such Participant as of such Participant’s date of death, payable on, or beginning with, the first Payment Processing Date to occur after the date of the Participant’s death. In the event of the death of the Participant while receiving payments of benefits under the Plan, the Beneficiary or Beneficiaries designated by the Participant shall be paid the remaining payments due under the Plan in accordance with the Distribution Option in effect for such Participant as of such Participant’s date of death, payable on, or beginning with, the first Payment Processing Date to occur after the date of the Participant’s death.

(c) Payment upon Disability. If the Administrative Committee makes a determination that a Participant has suffered a Disability, either before or after such Participant has terminated his membership on the Board, then such Participant shall receive payment of the full amount in his Account in an immediate single lump sum, regardless of the Distribution Option elected by such Participant, payable on the first Payment Processing Date to occur after the date the Administrative Committee makes its determination that such Participant has suffered a Disability.

5.4 Withdrawals for Unforeseeable Emergency. Upon the occurrence of an unforeseeable emergency, a Participant shall be eligible to receive payment of the amount necessary to satisfy such emergency plus any amount necessary to pay taxes reasonably

3

anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of such Participant’s assets (to the extent such liquidation would not itself cause severe financial hardship). The amount determined to be properly distributable under this section and applicable regulations under Code Section 409A shall be payable in a single lump sum only. For the purposes of this section, the term “unforeseeable emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant (as defined in Code Section 152(a)); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. It shall be the responsibility of the Participant seeking to make a withdrawal under this section to demonstrate to the Administrative Committee that an unforeseeable emergency has occurred and to document the amount properly distributable hereunder.

5.5 Value of Payments. The amount of the payment to be made to a Participant on any Payment Processing Date shall be equal to the following:

(a) Restricted Share Units Payable in Cash. If a Participant has elected the cash Form of Payment Option, the amount of cash payable to the Participant shall be equal to the Value of a Common Share as of the Corresponding Valuation Date multiplied by the number of Restricted Share Units to which payment is due on that Payment Processing Date.

(b) Restricted Share Units Payable in Common Shares. If a Participant has elected the Common Share Form of Payment Option, the number of Common Shares to be issued to the Participant shall be equal to the number of Restricted Share Units to which payment is due on that Payment Processing Date.

5.6 Notice of Intention to Retire. To the extent practicable, a Participant shall provide the Company with advance notice of his intention to retire and receive benefits hereunder in accordance with uniform procedures established by the Administrative Committee.

5.7 Annual Installment Payments Treated Separately. For purposes of benefit payment elections, each annual installment payment shall be treated as a separate payment.

§4. ARTICLE VI. PLAN ADMINISTRATION

Section 6.2 of the Plan is hereby amended by deleting the existing language in its entirety and replacing such language with the following:

6.2 Administrative Committee. The Administrative Committee will operate and administer the Plan and shall have all powers necessary to accomplish that purpose, including, but not limited to, the discretionary authority to interpret the Plan, the discretionary authority to determine all questions relating to the rights and status of Participants, and the discretionary authority to make such rules and regulations for the

4

administration of the Plan as are not inconsistent with the terms and provisions hereof or applicable law, as well as such other authority and powers relating to the administration of the Plan, except such as are reserved by the Plan to the Board. All decisions made by the Administrative Committee shall be final.

Without limiting the powers set forth herein, the Administrative Committee shall have the power (a) to change or waive any requirements of the Plan to conform with the law or to meet special circumstances not anticipated or covered in the Plan; (b) to determine the times and places for holding meetings of the Administrative Committee and the notice to be given of such meetings; (c) to employ such agents and assistants, such counsel (who may be counsel to the Company), and such clerical and other services as the Administrative Committee may require in carrying out the provisions of the Plan; and (d) to authorize one or more of their number or any agent to execute or deliver any instrument on behalf of the Administrative Committee. The Administrative Committee shall also have the power to decrease or increase the number of Restricted Share Units to be awarded to Plan Participants as annual Awards described in Section 3.1 without further shareholder approval if, within the Administrative Committee’s discretion, such a decrease or increase is warranted to maintain director compensation at an appropriate level; provided that no annual Award described in Section 3.1 shall be less than 500 Restricted Share Units or greater than 5,000 Restricted Share Units. If an Organic Change occurs, then the minimum and maximum number of Restricted Share Units to be awarded to Participants as annual Awards shall be adjusted consistent with such Organic Change.

The members of the Administrative Committee and the Company and its officers and directors, shall be entitled to rely upon all valuations, certificates and reports furnished by any funding agent or service provider, upon all certificates and reports made by an accountant, and upon all opinions given by any legal counsel selected or approved by the Administrative Committee, and the members of the Administrative Committee and the Company and its officers and directors shall, except as otherwise provided by law, be fully protected in respect of any action taken or suffered by them in good faith in reliance upon any such valuations, certificates, reports, opinions or other advice of a funding agent, service provider, accountant or counsel.

§5. ARTICLE VII. AMENDMENT AND TERMINATION

Section 7.2 of the Plan is hereby amended by adding the following sentence to the end of this section:

Unless previously terminated by the Board, the Plan shall terminate on May 31, 2015.

§6. EFFECTIVE DATE; CONSTRUCTION

The effective date of this amendment is May 11, 2005, and this 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 amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.

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EX-10.58

Exhibit 10.58

STATE AUTO INSURANCE COMPANIES

AMENDED AND RESTATED

DIRECTORS DEFERRED COMPENSATION PLAN

Initially Effective

August 1, 1995

as amended and restated as of March 1, 2001

STATE AUTO INSURANCE COMPANIES

AMENDED AND RESTATED

DIRECTORS DEFERRED COMPENSATION PLAN

(the “Plan”)

I

PURPOSE

State Automobile Mutual Insurance Company and its affiliates (collectively, the “State Auto Companies”) are willing to provide members of their Board of Directors (the “Board”), as an incentive for those individuals to continue their relationship with the State Auto Companies, the opportunity to defer the payment of their Board fees for retirement savings purposes.

The Plan is the continuation of the State Auto Insurance Companies Directors Deferred Compensation Plan effective August 1, 1995, which is being amended and restated effective as of March 1, 2001, to reflect (1) the assignment to and assumption by Midwest Security Insurance Company (“Midwest”) of all rights, duties and obligations under the Plan from State Automobile Mutual Insurance Company (“SAMIC”) as they relate to directors who serve solely as directors of SAMIC and no other State Auto Company, (2) the assignment to and assumption by State Auto Property & Casualty Insurance Company (“SAP&C”) of all rights, duties and obligations under the Plan from the other State Auto Companies as they relate to all other directors of the State Auto Companies, other than those described in (1) above; and (3) two additional investment options in which a participant may be permitted to direct the investment of the portion of Midwest’s or SAP&C’s funds allocated to him, as the case may be. For purposes of the Plan, the term “Company” shall mean (a) Midwest for those participants who are directors only of SAMIC and no other State Auto Company, and (b) SAP&C for all other directors of the State Auto Companies.

II

ELIGIBILITY

All members of the Board of any State Auto Company are eligible to participate in the Plan. If you are eligible to participate in the Plan, you will sign a Deferred Compensation Agreement which details the requirements you must satisfy to be eligible to participate in the Plan.

III

DEFERRED COMPENSATION ACCUMULATIONS

The benefits provided to Directors under their Deferred Compensation Agreements are paid from the Company’s general assets. The program is, therefore, considered to be an “unfunded” arrangement as amounts are not set aside or held by the Company in a trust, escrow, or similar account or fiduciary relationship on your behalf. Each participant’s rights to benefits under the Plan are equivalent to the rights of any unsecured general creditor of the Company. However, the Company may (a) open accounts with one or more investment companies selected

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by the President, Chairman, and C.E.O. of the Company in his discretion, (b) open accounts with one or more firms to hold common shares, without par value, of State Auto Financial Corporation, purchased in open market transactions (“STFC Shares”), or (c) create phantom stock units each of which shall represent the fair market value of STFC share (“Phantom Stock Units”), and may invest funds subject to this Plan in these mutual funds, STFC Shares or Phantom Stock Units (collectively, the “investment options”) at their then current offering price or market value, as the case may be. Each participant may be permitted to direct how the portion of the Company’s funds allocable to him or her is invested among the investment options, if such accounts are established and such Phantom Stock Units are created. The Company currently expects any such investment options (other than the Phantom Stock Units) will be similar to those available under its tax-qualified retirement plan for employees, but is not obligated to make these or any other particular investment options available, or, if made available at any one time, to continue to make them available. The total number of STFC Shares that may be made available as an investment option hereunder is ________. All investments shall at all times continue to be a part of the Company’s general assets for all purposes.

To measure the amount of the Company’s obligations to a participant in this program, the Company will maintain a bookkeeping record or account of each participant’s “Accumulations”. You may elect (within 30 days of when you first become eligible to participate in the Plan for your initial year of participation or, for subsequent years, not later than the December 31 prior to each such year) to defer payment of a portion or all of your director’s fees including, without limitation, committee meeting fees, to be earned during the balance of the current or next calendar year, as applicable, as a credit to your Accumulations, known as the “Deferral Value.” The minimum amount you may defer is 10% and the maximum is 100% of all fees expected to be paid to you as a director of the applicable State Auto Company, except that with respect to committee meeting fees, you may not defer less than 100% of such fees, if you choose to defer any amount.

Earnings (or Losses): At least once each calendar year while you have a credit balance in your Accumulations, the Company will credit your Accumulations with earnings (or losses), if any, for the period since the last such crediting and determine the value of your Accumulations at that time. The earnings (or losses) may either be credited on the basis of the earnings (or losses) allocable to your directed portion of the Company investments, if any, or on the basis of a hypothetical earnings rate, as determined by the Company in its sole discretion from time to time. The Company also reserves the right to adjust the earnings (or losses) credited to your Accumulations and to determine the value of your Accumulations as of any date by adjusting such earnings (or losses) or such fair market value for the Company’s tax and other costs of providing this Plan.

Tax Consequences: These earnings will compensate for the postponement of the receipt of the Accumulations and give you the benefit of tax-deferred growth of the accumulating amounts, if any. Under current federal income tax rules, the amounts credited to your Accumulations, including earnings, will not be taxable income to you in the year they are credited to your account. You, or your beneficiaries in the event of your death, will generally be taxable on these amounts and the credited earnings, if any, only if and when benefits are actually paid to you. And any such amounts, when paid, will be taxable as ordinary income. Thus, this program provides the opportunity to defer income and the payment of income taxes.

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Selection of Investment Options: In the event the Company makes some or all of the investment options available to participants, at such time each year as you elect to defer a portion of your compensation (the “Deferred Amount”), you will be given a form pursuant to which you may direct how such Deferred Amount is to be invested among the available investment options. The Company may also provide information to participants how they may change their directions with respect to the allocation of their Deferred Amount among the investment options or reallocate their Accumulations among the investment options, from time to time.

The Company will invest a participant’s Deferred Amount in accordance with the participant’s directions upon such amount being deemed by the appropriate State Auto Company to have been earned and then transferred to the Company. All purchases by the Company of shares of investment companies will be at such shares’ current offering price, and purchases by the Company of STFC Shares will be made in the open market at their then current market value. The Company, however, reserves the right to delay or suspend its purchase of STFC Shares as it may deem necessary or appropriate to comply with all applicable securities laws, including the Securities Exchange Act of 1934, as amended.

The Company may also periodically advise participants generally as to reporting requirements and other possible limitations associated with directing a portion of their Deferral Amount or Accumulations be invested in STFC Shares.

IV

BENEFITS

A. Vesting

All amounts credited to Accumulations in the Plan will always be 100% “vested”. This means you will always be entitled to receive benefits from your Accumulations.

B. Payment of Benefits.

1. Cash Payment Only. Any benefits payable to you under the Plan will be made solely in cash and not in the form of any other property or securities, including any shares of an investment company or STFC Shares that may be an investment option hereunder. Any investment options representing a participant’s Accumulations under the Plan are the sole and exclusive property of the Company. As a result, you will have no rights as a shareholder, including voting rights, with respect to these investment options representing your Accumulations.

2. Retirement Benefits. You will be eligible to receive retirement benefits under the Plan upon your retirement from the Board. Retirement benefits will generally be paid as a monthly benefit payable for 60 months. The amount of your benefit will equal the amount necessary to amortize your total Accumulations over the 60 month period. The amount payable each month will either be based on an approximately equal amortization of principal plus actual

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earnings (or less actual losses) or an amortization based on an assumed interest rate declared by the Company from time to time during the period of distribution. You must give the appropriate State Auto Company or the Company at least 30 days advance written notice of your intention to retire and receive retirement benefits. Actual benefit payments will begin on the first day of the second month following your satisfaction of all requirements for payment.

3. Disability Benefits. If you become totally disabled before satisfying the requirements for retirement benefits, you will be eligible to receive payment of the amounts credited to your Accumulations as a monthly benefit commencing after six months of total disability and payable for 60 months. The amount of the benefit will be determined in the same manner as retirement benefits. For this purpose, “total disability” means a physical or mental condition which totally and presumably permanently prevents you from performing your duties as a director of the appropriate State Auto Company. It is up to such State Auto Company to determine whether you qualify as being totally disabled. If your disability ends, your disability benefit payments will stop. However, you could continue to qualify for benefits under another provision of the Plan.

4. Death Benefits. In the event of your death while receiving benefit payments under the Plan, the Company will pay the beneficiary or beneficiaries designated by you any remaining payments due under the terms of your Deferred Compensation Agreement, using the same method of distribution in effect to you at the date of your death. In the event of death prior to beginning to receive benefits under the Deferred Compensation Agreement, the Company will pay benefits to your beneficiary or beneficiaries, beginning as soon as practicable after your death. In this case, benefits will generally be paid as a monthly benefit payable for 60 months computed in the same manner as retirement benefits. The Company will provide you with the form for designating your beneficiary or beneficiaries. If you fail to make a beneficiary designation, or if your designated beneficiary predeceases you or cannot be located, any death benefits will be paid to your estate.

5. Other Termination of Board Membership. If your membership on the Board terminates for any reason other than retirement, death, or total disability, then the vested portion of your Accumulations will be paid to you as a monthly benefit payable for 60 months computed in the same manner as retirement benefits, beginning as soon as administratively practicable after your term of office ends.

6. Payment Alternatives. At the Company’s election, or upon your request, benefits may be paid in a lump sum or over a shorter or longer period of time than the 60 months generally called for, as described above. However, no request by you or your beneficiaries for a different payment method will be binding on the

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Company, and any accelerated or deferred payment of benefits shall be made only in the sole discretion of the Company. In addition, the Company may alter the payment method in effect from time to time in its discretion. If the payment method is altered, the amount you or your beneficiaries will receive will be computed under one of the alternative methods for determining payment amounts provided for under the normal form of distribution for your Accumulations, determined by the Company in its discretion.

V

MISCELLANEOUS PROVISIONS

A. No Right to Company Assets.

As explained previously, this Directors Deferred Compensation Plan is an unfunded arrangement, and the agreement you will enter into with the Company and the applicable State Auto Company does not create a trust of any kind or a fiduciary relationship among the Company, the applicable State Auto Company and you, your designated beneficiaries or any other person. To the extent you, your designated beneficiaries, or any other person acquires a right to receive payments from the Company under the Directors Deferred Compensation Agreement, that right is no greater than the right of any unsecured general creditor of the Company. Neither you, your designated beneficiaries nor any other person acquires a right of any kind against any other State Auto Company.

B. Modification or Revocation.

Your Directors Deferred Compensation Agreement will continue in effect until revoked, terminated, or all benefits are paid. However, the Deferred Compensation Agreement and this Plan may be amended, revoked or terminated at any time, in whole or in part, by the Company or the applicable State Auto Company, in its sole discretion. Unless you agree otherwise, you will still be entitled to the benefit, if any, that you have earned through the date of any amendment, revocation or termination. Such benefits will be payable at the times and in the amounts provided for in the Directors Deferred Compensation Agreement, or the Company may elect to accelerate distribution and pay all amounts due immediately. The Plan will continue until terminated by the Company or the applicable State Auto Company, which may be at any time, in such entity’s discretion.

C. Rights Preserved.

Nothing in the Directors Deferred Compensation Agreement or this Plan gives any director the right to continue to hold such office. The relationship between you and the applicable State Auto Company shall continue to be determined by the applicable provisions of the Articles of Incorporation and Code of Regulations of such State Auto Company and by applicable law.

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D. Controlling Documents.

This is merely a summary of the key provisions of the Directors Deferred Compensation Agreement currently in use by the State Auto Companies and the Company. In the event of any conflict between the provisions of this Plan and the Directors Deferred Compensation Agreement, the Agreement shall in all cases control.

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EX-10.59

Exhibit 10.59

FIRST 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 the members of their Boards of Directors.

B. State Automobile Mutual Insurance Company (“SAMIC”) and the other State Auto Companies now desire to amend the Plan to (1) revoke the prior assignment of SAMIC’s rights, duties and obligations under the Plan to State Auto Insurance Company of Wisconsin, formerly known as Midwest Security Insurance Company (“SA Wisconsin”), and (2) eliminate the Plan’s investment option in stock of State Auto Financial Corporation (“STFC”).

C. Section 5.B of the Plan permits the amendment of the Plan at any time.

Amendment of the Plan

Effective as of December 1, 2005, the Plan is amended as follows:

1. Section 1 of the Plan is amended by adding a new third paragraph to read in its entirety at follows:

Effective as of December 1, 2005, the prior assignment of all rights, duties and obligations of SAMIC under the Plan to SA Wisconsin shall be revoked and all rights, duties and obligations under the Plan shall revert back to SAMIC, as they relate to directors who serve as outside directors of SAMIC. For purposes of the Plan, the term “Company” shall mean SAMIC and State Auto Property and Casualty Insurance Company, collectively.

2. A new last sentence is added to the end of the first paragraph of Section 3, to read in its entirety as follows:

Effective as of December 1, 2005, the Plan shall no longer permit investments in STFC Shares or Phantom Stock Units.

3. A new last sentence is hereby added to the end of the sixth paragraph of Section 3, to read in its entirety as follows:

Effective as of December 1, 2005, the Plan shall no longer permit investments in STFC Shares.

4. All other terms of the Plan shall remain in full force and effect.

STATE AUTO INSURANCE		STATE AUTO PROPERTY AND
COMPANY OF WISCONSIN		CASUALTY INSURANCE COMPANY
By:	/s/ John R. Lowther	By:	/s/ John R. Lowther
Title:	Senior Vice President	Title:	Senior Vice President
Date:	December 1, 2005	Date:	December 1, 2005

STATE AUTOMOBILE		STATE AUTO
MUTUAL INSURANCE COMPANY		FINANCIAL CORPORATION
By:	/s/ John R. Lowther	By:	/s/ John R. Lowther
Title:	Senior Vice President	Title:	Senior Vice President
Date:	December 1, 2005	Date:	December 1, 2005

2

EX-10.60

Exhibit 10.60

AGREEMENT OF

ASSIGNMENT AND ASSUMPTION

This agreement of assignment and assumption is entered into as of March 1, 2001, by and among State Auto Financial Corporation, an Ohio corporation (“STFC”), State Automobile Mutual Insurance Company, an Ohio company (“SAMIC”), and State Auto Property and Casualty Insurance Company (“SAP&C”) (STFC, SAMIC and SAP&C are herein collectively referred to as the “Companies”).

BACKGROUND INFORMATION

A. Effective August 1, 1995, the Companies made available to certain of their eligible employees participation in the State Auto Insurance Companies Incentive Deferred Compensation Plan (the “Plan”).

B. The Companies desire to amend and restate the Plan effective March 1, 2001, to reflect (1) two additional investment options in which a participant in the Plan may be permitted to direct the investment of the portion of the Companies’ funds allocated to him; and (2) this agreement of assignment and assumption (the “Amended Plan”).

C. The Companies recognize and acknowledge that since the Plan was implemented, all employees of the Companies have become the employees of SAP&C and that STFC and SAMIC no longer have any employees.

STATEMENT OF AGREEMENT

The Companies acknowledge the accuracy of the above Background Information and agree as follows:

§1. Assignment and Assumption. STFC and SAMIC hereby assign to SAP&C, and SAP&C hereby assumes and relieves STFC and SAMIC of, all rights, duties and obligations STFC and SAMIC have under and with respect to the Plan and any Incentive Deferred Compensation Agreements (“Agreements”) entered into by STFC or SAMIC pursuant to the terms of the Plan, including all obligations and rights under such Agreements and any funds, securities or other assets representing each Plan participant’s Accumulations (as that term is defined in the Plan), including all books and records relating thereto.

§2. Incentive Deferred Compensation Agreements. The Companies shall use their reasonable best efforts to obtain a consent to assignment from each participant in the Plan, who

has entered into an Agreement pursuant to the Plan with either STFC or SAMIC, which consent will acknowledge and consent to the assignment and assumption described in §1 hereof.

§3. Governing Law. This agreement has been executed in the state of Ohio. All questions regarding the validity or intention of this agreement and all questions relating to performance hereunder shall be resolved under the laws of the State of Ohio.

§4. Successors in Interest. This agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the respective successors and assigns of each party to this agreement.

STATE AUTO FINANCIAL CORPORATION
By	/s/ Robert H. Moone
Title:	President
STATE AUTOMOBILE MUTUAL INSURANCE COMPANY
By	/s/ Robert H. Moone
Title:	President
STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY
By	/s/ Robert H. Moone
Title:	President

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EX-10.61

Exhibit 10.61

STATE AUTO INSURANCE COMPANIES

DIRECTORS DEFERRED COMPENSATION AGREEMENT

This agreement is made effective                             , 20        , at Columbus, Ohio, by and among State Auto Financial Corporation, an Ohio corporation (the “Company”), State Auto Property and Casualty Insurance Company, a South Carolina corporation (“SAP&C”), and                                 , a director of the Company (“Participant”).

Background Information

A. It is the desire of the Company to assist the Participant in providing for his retirement through the use of a deferred compensation arrangement.

B. Participant also desires to defer and postpone a portion or all of the compensation to be earned for services to be rendered as a director of the Company in the balance of the current year and in subsequent years, and from time to time thereafter, and in consideration of the performance of future services for the Company by the Participant, the Company is willing to permit the Participant to defer and postpone a portion or all of such compensation, on the terms and subject to the conditions of this agreement.

C. Effective March 1, 2001, the Company has assigned to SAP&C, and SAP&C has assumed and relieved the Company from, all rights, duties and obligations of the Company under the State Auto Insurance Companies Amended and Restated Directors Deferred Compensation Plan (the “Plan”) and any Directors Deferred Compensation Agreements thereunder as the Plan and such Agreements relate to those directors who serve on the Board of the Company and may serve on the Board of one or more other State Auto Insurance Companies affiliates, and as such rights, duties and obligations existed as of March 1, 2001, and may arise from time to time in the future as compensation elected to be deferred and postponed is deemed to be earned by the Participant.

Statement of Agreement

The Company, SAP&C and the Participant acknowledge the accuracy of the foregoing background information and agree as follows:

ARTICLE I—SERVICE

§1.1 Service. The Participant has been elected to serve the Company as a member of its Board of Directors and agrees to serve in such capacity on such terms and conditions as provided in the governing documents of the Company and under applicable law, until his term of office expires without renewal or is otherwise terminated by either party in accordance with the Code of Regulations of the Company or applicable law.

§1.2 Compensation. The Company shall pay the Participant during the term of his service hereunder such fees and other compensation as may be specifically provided for under any written agreement between the parties, or, if none, as the Company may from time to time determine. SAP&C shall also pay the benefits provided in Article III, below, to the Participant provided he satisfies all the requirements and conditions set forth in this agreement to be entitled to such benefits.

§1.3 Rights Preserved. Nothing in this agreement shall be construed to confer upon the Participant the right to continue as a member of the Board of Directors of the Company, or to require the Company to continue the engagement of the Participant in such capacity. The Participant’s election to and service on the Board of Directors of the Company shall at all times be subject to the provisions of the Articles of Incorporation and Code of Regulations of the Company and applicable law.

ARTICLE II—DEFERRED COMPENSATION ACCUMULATIONS

§2.1 Deferral Value. Within 30 days of the effective date of this agreement, and not later than any subsequent December 31 of each year throughout the term of this agreement, the Participant, the Company and SAP&C may, by mutual written agreement, on a Deferral Election Agreement Form, provide for deferred and postponed payment of a percentage (from 10% to 100%) of the fees which otherwise would be paid by the Company during the balance of the initial or next calendar year, as applicable, to the Participant for services to be rendered in that year as a Director of the Company. For this purpose, fees include both fixed fees for service as a Director and fees payable for attendance at Board and Board Committee meetings. With respect to fees for attending Board and Board Committee meetings, the Participant may choose to defer either 0% or 100% of such Board meeting and Committee meeting fees. The Company will transfer the deferred compensation amount agreed to for the next calendar year to SAP&C, and SAP&C will credit such deferral compensation to the Participant’s Accumulations from time to time as the deferred amounts otherwise would have been earned by the Participant. Amounts credited to the Participant’s Accumulations due to such voluntary deferral elections, as adjusted for real or hypothetical earnings or losses as set forth in §2.2 below, shall be referred to as the “Deferral Value.”

§2.2 Record of Accumulations. Solely for the purpose of measuring the amount of SAP&C’s obligations to the Participant or his beneficiaries under this agreement, SAP&C will maintain a separate bookkeeping record of the Deferral Value (the Participant’s “Accumulations”). Subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), SAP&C, in its discretion, may either credit a hypothetical earnings rate to the Participant’s balance of Accumulations for the year, or may actually invest an amount equal to the amount credited to the Participant’s Accumulations from time to time in an account or accounts in its name in the investment options (as defined in the Plan), which investment options may include some or all of those used for investment purposes under the State Auto Insurance Companies Capital Accumulation Plan, as amended from time to time, for employees, if any, as determined by the Company in its discretion. If such separate investment options are made available, the Participant may be permitted to direct the investment with such investment options of the portion of SAP&C’s accounts allocable to him under this agreement in accordance with

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rules and procedures established from time to time by SAP&C. SAP&C is not obligated to make any particular investment options available, however, if investments are in fact made.

Subject to Section 409A of the Code, SAP&C will credit the Participant’s Accumulations with hypothetical or actual earnings or losses at least annually based on the earnings rate declared by SAP&C or the performance results of investment option(s) chosen pursuant to SAP&C’s or the Participant’s directions, and shall determine the fair market value of the Participant’s Accumulations based on the bookkeeping record or the fair market value of the portion of investment option(s) representing the Participant’s Accumulations. The determination of the earnings, losses or fair market value of the Participant’s Accumulations may be adjusted by SAP&C to reflect its costs associated with this agreement, as determined by SAP&C in its sole discretion.

ARTICLE III—BENEFITS

§3.1 Eligibility for Benefits—Vesting. The Participant shall at all times be fully vested in and entitled to benefits hereunder, regardless of his years of service for the Company.

§3.2 Retirement Benefits. Upon retirement, the Participant shall be eligible to receive payment of the amounts credited to the Participant’s Accumulations as a monthly benefit payable for 60 months. The amount of this monthly benefit shall equal the amount necessary to amortize the Participant’s Accumulations in approximately equal monthly installments of principal plus actual earnings (or less actual losses) during the period of distribution or, subject to Section 409A of the Code, in SAP&C’s sole discretion, the monthly distributions may instead be computed based on the amortization of the Participant’s Accumulations as a monthly benefit payable for 60 substantially equal monthly installments computed using an interest rate declared by SAP&C in its sole discretion from time to time during such period of distribution. The Participant must provide the Company or SAP&C at least 30 days advance written notice of his intention to retire and receive benefits hereunder. Payment of benefits shall begin on the first day of the second month following satisfaction of all requirements for a benefit hereunder, except in the case of a “Key Employee” (as defined in Section 409A of the Code). A Participant who is a Key Employee shall not be eligible to receive any benefits under this Plan until at least six months after the date such Participant otherwise would be eligible to receive such benefits under this section or section 3.5.

§3.3 Death Benefits. In the event of the death of the Participant while receiving benefit payments under any provision of this agreement, SAP&C shall pay the beneficiary or beneficiaries designated by the Participant the remaining payments due under this agreement in accordance with the method of distribution in effect to the Participant at the date of death. In the event of the death of the Participant prior to the commencement of the distribution of benefits under this agreement, SAP&C shall pay such benefits to the beneficiary or beneficiaries designated by the Participant, beginning as soon as practicable after the Participant’s death. Such benefits shall be paid as a monthly payment equal to the amount necessary to amortize the Participant’s Accumulations as a monthly benefit payable for 60 months, computed under one of

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the alternative methods provided for retirement benefits under §3.2, as selected, subject to Section 409A of the Code, by SAP&C in its sole discretion.

§3.4 Disability Benefits. Upon the Participant’s Total Disability (as hereinafter defined) prior to satisfying the requirements for a retirement benefit under §3.2, the Participant shall be eligible to receive payment of the amounts credited to his Participant’s Accumulations as a monthly benefit commencing after six months of Total Disability and payable for 60 months. The amount of this monthly benefit shall equal the amount necessary to amortize the Participant’s Accumulations as a monthly benefit payable for 60 months, computed under one of the alternative methods provided for retirement benefits under §3.2, as selected, subject to Section 409A of the Code, by SAP&C in its sole discretion.

“Total Disability” under this agreement shall mean a physical or mental condition which totally and presumably permanently prevents the Participant from performing his duties as a director of the Company. The Company shall determine the existence of a Total Disability in its sole discretion.

§3.5 Termination of Service for Other Reasons. If the Participant’s service for the Company as a Director terminates for any reason other than retirement in accordance with §3.2, death, or Total Disability, then the Participant’s Accumulations shall be paid, beginning as soon as administratively practicable, to the Participant as a monthly benefit payable for 60 months, computed under one of the alternative methods provided for retirement benefits under §3.2, as selected by SAP&C in its sole discretion.

§3.6 Payment Alternatives. The amount of monthly payments to be made over a period of time other than 60 months shall be computed under one of the methodologies applicable to the payment of benefits under this agreement in the normal form of distribution, as determined by SAP&C in its sole discretion, subject to Section 409A of the Code.

§3.7 Beneficiary Designation. The Participant shall designate one or more beneficiaries on a form to be supplied by the Company or SAP&C to receive any Accumulations payable in the event of his death. The Participant may change his beneficiary designation at any time (without the consent of any prior beneficiary) by executing a revised beneficiary designation form and delivering it to the Company or SAP&C before his death. In the absence of a beneficiary designation, or in the event the designated beneficiary predeceases the Participant or cannot be located, any death benefits provided under this agreement shall be paid to the Participant’s estate.

ARTICLE IV—MISCELLANEOUS

§4.1 Right to Assets. Nothing contained in this agreement and no action taken pursuant to the provisions of this agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship among the Company, SAP&C and the Participant, any designated beneficiary, or any other person. If SAP&C elects to invest any funds in connection with this agreement, all such investments shall continue for all purposes to be a part of the

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general assets of SAP&C, and no person other than SAP&C shall by virtue of the provisions of this agreement have any interest in such funds. To the extent the Participant, any designated beneficiary, or any other person acquires a right to receive payments from SAP&C under this agreement, such right shall be no greater than the right of any unsecured general creditor of SAP&C. Neither the Participant, any designated beneficiary nor any other person acquires any right of any kind against the Company for such payments.

§4.2 Assignment and Alienation Prohibited. Neither the Participant, his surviving spouse, nor other beneficiaries under this agreement shall have the power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify, or otherwise encumber, in advance, any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony, or separate maintenance owed by the Participant or his beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise. In the event the Participant or any beneficiary attempts assignment, commutation, hypothecation, transfer, or disposal of the benefits hereunder, SAP&C’s liabilities hereunder shall forthwith cease and terminate.

§4.3 Revocation. This agreement shall continue in effect until revoked or terminated by SAP&C or the Company. This agreement may be amended, revoked or terminated at any time or times, in whole or in part, by the Company or SAP&C, in its sole discretion. However, unless the parties agree otherwise, in the event of a modification, revocation or termination, the Participant shall be entitled to the vested benefits, if any, that have accrued through the date of such amendment, revocation or termination. Such benefits shall be payable at such times and in such amounts as are provided in this agreement, or, subject to Section 409A of the Code and applicable Treasury regulations, SAP&C may, in its sole discretion, elect to accelerate distribution and pay all vested amounts after this agreement terminates.

§4.4 Interpretation. The Chairman of the Board of Directors of SAP&C, or his designee, shall have full power and authority to interpret, construe, and administer this agreement, and the interpretation and construction thereof and actions thereunder by the Chairman or his designee, including any valuation of the Participant’s Accumulations or the amount or recipient of the payments to be made therefrom, shall be binding and conclusive on all persons for all purposes. Neither the Chairman nor any designee shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this agreement, provided that the foregoing shall not relieve any person of liability for any action taken or omitted in bad faith. Whenever under this agreement monthly benefits may be payable in substantially equal monthly installments computed using an interest rate declared by SAP&C in its sole discretion from time to time during such period of distribution, the calculation of such monthly benefit payments shall be made under any method deemed reasonable by SAP&C, in its sole discretion, subject to Section 409A of the Code.

§4.5 Binding Effect. This agreement shall be binding upon and inure to the benefit of the Company, SAP&C and their respective successors and assigns and the Participant and his heirs, executors, administrators, and legal representatives.

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§4.6 Entire Agreement. This agreement and its exhibits, if any, represent and embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings relative to this subject matter.

§4.7 Genders and Numbers. Whenever permitted by the context, each pronoun shall include other genders or numbers.

§4.8 Captions. The captions at the beginnings of the several sections of this agreement are not part of the context of this agreement, but are merely labels to assist in locating those sections, and shall be ignored in construing this agreement.

§4.9 Applicable Law. The Company and SAP&C each have their principal offices in the State of Ohio. This agreement has been negotiated and executed in the State of Ohio and the parties hereby agree that the validity, meaning, and performance of this agreement are to be determined, governed, and enforced under the laws of the State of Ohio, except that any applicable conflict or choice of laws principles of Ohio law that would result in the application of the laws of any other state or jurisdiction to the validity, meaning, or performance of this agreement shall not apply.

§4.10 Code Section 409A Amendments. Notwithstanding any provision to the contrary in this agreement or the Deferral Election Form, nothing shall restrict SAP&C’s right to amend this agreement, without the consent of Participants and without additional consideration to affected Participants, to the extent necessary to avoid taxation, penalties, and/or interest arising under Section 409A of the Code, even if such amendments reduce, restrict, or eliminate rights granted under this agreement before such amendments. Although SAP&C shall use its best efforts to avoid the imposition of taxation, penalties, and/or interest under Section 409A of the Code, tax treatment of deferrals and matching amounts under this agreement is not warranted or guaranteed. Neither SAP&C, the Board, nor any delegatee shall be held liable for any taxes, penalties, interest, or other monetary amounts owed by any Participant, employee, or beneficiary as a result of the deferral or payment of any amounts under this agreement or as a result of SAP&C’s administration of amounts subject to this agreement.

STATE AUTO FINANCIAL CORPORATION	STATE AUTO PROPERTY AND CASUALTY INSURANCE COMPANY
By	By
Title	Title
Participant:

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EX-10.62

Exhibit 10.62

STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY

AMENDED AND RESTATED

INCENTIVE DEFERRED COMPENSATION PLAN

Initially Effective

August 1, 1995,

and as amended and restated

March 1, 2001

STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY

AMENDED AND RESTATED

INCENTIVE DEFERRED COMPENSATION PLAN

(the “Plan”)

I

PURPOSE

State Auto Property & Casualty Insurance Company (the “Company”) is willing to provide as an incentive for those individuals to continue their relationship with the Company, the benefits certain key employees could otherwise earn under the State Auto Insurance Companies Capital Accumulation Plan (the “Qualified Plan”) if certain federal law restrictions did not apply and to provide such individuals an opportunity to defer designated amounts of salary and bonuses. Only a select group of the Company’s management or highly compensated employees will be eligible to participate in this program. The Company’s goal is to retain and reward its key employees by helping them to accumulate benefits for retirement.

The Plan is the continuation of the State Auto Insurance Companies Incentive Deferred Compensation Plan effective August 1, 1995, which is being amended and restated effective March 1, 2001, to reflect (1) two additional investment options in which a participant may be permitted to direct the investment of the portion of the Company’s funds allocated to him; and (2) the assignment to, and assumption by, the Company of all rights, duties and obligations under the Plan from State Automobile Mutual Insurance Company and its other affiliates.

II

ELIGIBILITY

Selection of the Company’s employees eligible to participate in the Plan is within the sole discretion of the President, Chairman and C.E.O. of State Auto Property & Casualty Insurance Company (the “Chairman”). Only high income or key management employees are eligible for selection by the Chairman. If you fall into one of these groups and are chosen by the Chairman to participate in the Plan, you will sign an Incentive Deferred Compensation Agreement which details the requirements you must satisfy to be eligible to receive this additional retirement benefit from the Company. The Chairman will review and determine his selections each year. Thus, selection in one year does not automatically confer a right to participate in succeeding years.

III

INCENTIVE DEFERRED COMPENSATION ACCUMULATIONS

The benefits provided to participants under their Incentive Deferred Compensation Agreements are paid from the Company’s general assets. The program is, therefore, considered to be an “unfunded” arrangement as amounts are not set aside or held by the Company in a trust, escrow, or similar account or fiduciary relationship on your behalf. Each participant’s rights to

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benefits under the Plan are equivalent to the rights of any unsecured general creditor of the Company. However, the Company may (a) open accounts with one or more investment companies selected by the Chairman, in his discretion, including from among those used as investment options under the Qualified Plan, (b) open accounts with one or more firms to hold common shares, without par value, of State Auto Financial Corporation, purchased in open market transactions (“STFC Shares”), or (c) create phantom stock units each of which shall represent the fair market value one STFC share, (“Phantom Stock Units”), and may invest funds subject to this Plan in these mutual funds, STFC Shares or Phantom Stock Units (collectively, the “investment options”) at their then current offering price or market value, as the case may be. Each participant may be permitted to direct how the portion of the Company’s funds allocable to him or her is invested among the investment options, if such accounts are established and such Phantom Stock Units are created. The Company currently expects any such investment options (other than the Phantom Stock Units) to be similar to those available under the Qualified Plan, but is not obligated to make these or any other particular investment options available or, if made available at any one time, to continue to make them available. The total number of STFC Shares that may be made available as an investment option hereunder is 250,000. All investments shall at all times continue to be a part of the Company’s general assets for all purposes.

To measure the amount of the Company’s obligations to a participant in this program, the Company will maintain a bookkeeping record or account of each participant’s “Accumulations.” There are two basic components of each participant’s Accumulations:

First, to encourage each participant to invest in his or her own future, you may also elect (within 30 days of when you first become eligible to participate in the Plan for your initial year of participation or, for subsequent years, not later than the December 31 prior to each such year) to defer payment of a portion of your compensation to be earned during the balance of the current or next calendar year, as applicable, as a credit to your Accumulations. This source of Accumulations, adjusted for earnings or losses as described below, is known as the “Deferral Value.” The minimum amount you may defer is 1% and the maximum is 100% of your compensation, less the amount deferrable through the Qualified Plan. For this purpose, your compensation includes salary, commission and bonus payments made for the year, but does not include other cash or noncash compensation, expense reimbursements or other benefits provided by the Company, other than your own salary deferrals into this Plan or the Qualified Plan. Also, who is eligible to participate in the deferral portion of the Plan is determined on a year to year basis by the Company. If you were a participant one year but are not eligible in a succeeding year, you will still be a participant, but will be treated as “inactive.”

Second, the Company will also match your deferral at the same rate it is generally matching 401(k) deferrals under the Qualified Plan for the period in question. Any “caps” on the match under the Qualified Plan will also apply to this Plan, with the match under this Plan being offset by the match to the Qualified Plan to the extent duplicative. For example, at the

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present time under the Qualified Plan the Company will match up to 6% of salary at the rate of 75 cents on the dollar on up to the first 2% of salary plus 50 cents on the dollar for three to six percent of salary. Under this Plan, the Company will similarly match up to 6% of all compensation, as defined above, less amounts matched under the Qualified Plan. The amounts credited to your Accumulations on a matching basis, adjusted for earnings or losses as described below, are referred to as your “Matching Value.”

Earnings (or Losses): At least once each calendar year while you have a credit balance in your Accumulations, the Company will credit your Accumulations with earnings (or losses), if any, for the period since the last such crediting and determine the value of your Accumulations at that time. The earnings (or losses) may either be credited on the basis of the earnings (or losses) allocable to your directed portion of the Company investment options, if any, or on the basis of a hypothetical earnings rate, as determined by the Company in its sole discretion from time to time. The Company also reserves the right to adjust the earnings (or losses) credited to your Accumulations and to determine the value of your Accumulations as of any date by adjusting such earnings (or losses) or such fair market value for the Company’s tax and other costs of providing this Plan.

Tax Consequences: These earnings may compensate for the postponement of the receipt of the Accumulations and give you the benefit of tax-deferred growth of the accumulating amounts, if any. Under current federal income tax rules, the amounts credited to your Accumulations, including earnings, will not be taxable income to you in the year they are credited to your account. You, or your beneficiaries in the event of your death, will generally be taxed on these amounts and the credited earnings, if any, only if and when benefits are actually paid to you. And any such amounts, when paid, will be taxable as ordinary income. Thus, this program provides the opportunity to defer income and the payment of income taxes.

Selection of Investment Options: In the event the Company makes some or all of the investment options available to participants, at such time each year as you elect to defer a portion of your compensation (the “Deferred Amount”), you will be given a form pursuant to which you may direct how such Deferred Amount is to be invested among the available investment options. The Company may also provide information to participants how they may change their directions with respect to the allocation of their Deferred Amount among the investment options or reallocate their Accumulations among the investment options, from time to time.

The Company will invest a participant’s Deferred Amount in accordance with the participant’s directions upon such amount being deemed by the Company to have been earned. All purchases by the Company of shares of investment companies will be at such shares’ current offering price, and purchases by the Company of STFC Shares will be made in the open market at their then current market value. The Company, however, reserves the right to delay or suspend its purchase of STFC Shares as it may deem necessary or appropriate to comply with all applicable securities laws, including the Securities Exchange Act of 1934, as amended.

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The Company may also periodically advise participants generally as to reporting requirements and other possible limitations associated with directing a portion of their Deferral Amount or Accumulations be invested in STFC Shares.

IV

BENEFITS

A. Vesting

If you participate in the deferral portion of the Plan, your Deferral Value will always be 100% “vested.” This means you will always be entitled to receive benefits from this portion of your Accumulations.

The portion of your Accumulations derived from the Matching Value will not be vested until you complete 5 years of service for the Company. A “year of service” for this purpose means a period of 12 consecutive calendar months during which you were employed by the Company. Years of service are calculated from the date you were first hired as an employee by the Company, and anniversaries of that date.

In addition, you also become 100% vested in your Matching Value Accumulations upon retirement, upon your death, or if you become permanently disabled prior to retirement or other termination of service with the Company.

B. Forfeiture of Benefits

If your employment with the Company terminates for any reason other than retirement, death, or disability prior to the time you have completed 5 years of service, you will forfeit your rights to receive benefits under the Plan, except that you will still be entitled to receive benefits based on your Deferral Value.

C. Payment of Benefits.

1. Cash Payment Only. Any benefits payable to you under the Plan will be made solely in cash and not in the form of any other property or securities, including any shares of an investment company or STFC Shares that may be an investment option hereunder. Any investment options representing a participant’s Accumulations under the Plan are the sole and exclusive property of the Company. As a result, you will have no rights as a shareholder, including voting rights, with respect to these investment options representing your Accumulations.

2. Retirement Benefits. You will be eligible to receive retirement benefits under the Plan upon your retirement. Retirement benefits will generally be paid as a monthly benefit payable for 60 months. The amount of your benefit will equal the amount necessary to amortize your total Accumulations over the 60 month period. The amount payable each month will either be based on an approximately equal amortization of principal plus actual earnings (or less actual losses) or an amortization based on an assumed interest rate declared by the

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Company from time to time during the period of distribution. You must give the Company at least 30 days advance written notice of your intention to retire and receive retirement benefits. Actual benefit payments will begin on the first day of the second month following your satisfaction of all requirements for payment.

3. Disability Benefits. If you become totally disabled before satisfying the requirements for retirement benefits, you will be eligible to receive payment of the amounts credited to your Accumulations as a monthly benefit commencing after six months of total disability and payable for 60 months. The amount of the benefit will be determined in the same manner as retirement benefits. For this purpose, “total disability” means a physical or mental condition which totally and presumably permanently prevents you from engaging in your usual occupation or any occupation for which you are qualified by reason of training, education, or experience. It is up to the Company to determine whether you qualify as being totally disabled and the Company may require you to submit to periodic medical examinations to confirm that you are, and continue to be, totally disabled. If your disability ends, your disability benefit payments will stop. However, you could continue to qualify for benefits under another provision of the Plan.

4. Death Benefits. In the event of your death while receiving benefit payments under the Plan, the Company will pay the beneficiary or beneficiaries designated by you any remaining payments due under the terms of your Incentive Deferred Compensation Agreement, using the same method of distribution in effect to you at the date of your death. In the event of death prior to beginning to receive benefits under the Incentive Deferred Compensation Agreement, the Company will pay any vested benefits to your beneficiary or beneficiaries, beginning as soon as practicable after your death. In this case, benefits will generally be paid as a monthly benefit payable for 60 months computed in the same manner as retirement benefits. The Company will provide you with the form for designating your beneficiary or beneficiaries. If you fail to make a beneficiary designation, or if your designated beneficiary predeceases you or cannot be located, any death benefits will be paid to your estate.

5. Other Termination of Service. If your service with the Company terminates for any reason other than retirement, death, or total disability, then the vested portion of your Accumulations will be paid to you as a monthly benefit payable for 60 months computed in the same manner as retirement benefits, beginning as soon as administratively practicable after your employment terminates.

6. Payment Alternatives. At the Company’s election, or upon your request, benefits may be paid in a lump sum or over a shorter or longer period of time than the 60 months generally called for, as described above. However, no request by you or your beneficiaries for a different payment method will be binding on the Company, and any accelerated or deferred payment of benefits shall be made only in the sole discretion of the Company. In addition, the Company may alter the payment method in effect from time to time in its discretion, for example, in order

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to avoid the loss of a deduction under Code §162(m). If the payment method is altered, the amount you or your beneficiaries will receive will be computed under one of the alternative methods for determining payment amounts provided for under the normal form of distribution for your Accumulations, determined by the Company in its discretion.

V

MISCELLANEOUS PROVISIONS

A. No Right to Company Assets.

As explained previously, this Incentive Deferred Compensation Plan is an unfunded arrangement and the agreement you will enter into with the Company does not create a trust of any kind or a fiduciary relationship between the Company and you, your designated beneficiaries or any other person. To the extent you, your designated beneficiaries, or any other person acquires a right to receive payments from the Company under the Incentive Deferred Compensation Agreement, that right is no greater than the right of any unsecured general creditor of the Company.

B. Modification or Revocation.

Your Incentive Deferred Compensation Agreement will continue in effect until revoked, terminated, or all benefits are paid, even during any period of time when you are an “inactive” participant because you are not designated by the Company as eligible to accumulate additional benefits. However, the Incentive Deferred Compensation Agreement and this Plan may be amended, revoked or terminated at any time, in whole or in part, by the Company in its sole discretion. Unless you agree otherwise, you will still be entitled to the vested benefit, if any, that you have earned through the date of any amendment or revocation. Such benefits will be payable at the times and in the amounts provided for in the Incentive Deferred Compensation Agreement, or the Company may elect to accelerate distribution and pay all amounts due immediately. The Plan will continue until terminated by the Company, which may be at any time, in the Company’s discretion.

C. Rights Preserved.

Nothing in the Incentive Deferred Compensation Agreement or this Plan gives any employee the right to continued employment by the Company. The relationship between you and the Company shall continue to be “at will” and may be terminated at any time by the Company or you, with or without cause, except as may be specifically set forth in any separate written employment agreement between you and the Company.

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D. Controlling Documents.

This is merely a summary of the key provisions of the Incentive Deferred Compensation Agreement currently in use by the Company. In the event of any conflict between the provisions of this Plan and the Incentive Deferred Compensation Agreement, the Agreement shall in all cases control.

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EX-10.63

Exhibit 10.63

FIRST AMENDMENT

TO THE

STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY

AMENDED AND RESTATED INCENTIVE DEFERRED COMPENSATION PLAN

Background Information

A. State Auto Property & Casualty Insurance Company (the “Company”) maintains the State Auto Property & Casualty Insurance Company Amended and Restated Incentive Deferred Compensation Plan (the “Plan) for the benefit of certain high income or key management employees who are selected by the Chairman to participate in the Plan.

B. The Company desires to amend the Plan to remove as investment options: (1) common shares of State Auto Financial Corporation; and (2) phantom stock units representing the fair market value of common shares of State Auto Financial Corporation.

C. Article V.B. of the Plan authorizes the amendment of the Plan by action of the Company at any time.

Amendment

Effective as of November 22, 2002, the Plan shall be amended as follows:

1. The first paragraph of Article III of the Plan shall be deleted in its entirety, and the following shall be substituted therefore:

“The benefits provided to participants under their Incentive Deferred Compensation Agreements are paid from the Company’s general assets. The program is, therefore, considered to be an “unfunded” arrangement as amounts are not set aside or held by the Company in a trust, escrow, or similar account or fiduciary relationship on your behalf. Each participant’s rights to benefits under the Plan are equivalent to the rights of any unsecured creditor of the Company. However, the Company may open accounts with one or more investment companies selected by the Chairman, in his discretion, including from among those used as investment options under the Qualified Plan, and may invest funds subject to this Plan in such investment company account(s)

(collectively, the “investment options”) at their then current offering price. Each participant may be permitted to direct how the portion of the Company’s funds allocable to him or her is invested among the investment options if any such accounts are established. The Company currently expects any such investment options (other than common shares, without par value, of State Auto Financial Corporation) to be similar to those available under the Qualified Plan, but it is not obligated to make these or any other particular investment options available or, if made available at any one time, to continue to make them available. All investments shall at all times continue to be a part of the Company’s general assets for all purposes.”

2. The first sentence of the fifth paragraph of Article III shall be deleted, and the following shall be substituted therefore:

“SELECTION OF INVESTMENT OPTIONS: In the event the Company makes any investment options available to participants, at such time each year as you elect to defer a portion of your compensation (the “Deferred Amount”), you will be given a form pursuant to which you may direct how such Deferred Amount is to be invested among the available investment options.”

3. The sixth and seventh paragraphs of Article III of the Plan shall be deleted in their entirety, and the following shall be substituted therefore:

“The Company will invest a participant’s Deferred Amount in accordance with the participant’s directions as soon as practicable after the Company has deemed such amount to have been earned. All purchases by the Company of shares of investment companies will be at such shares’ current offering price.”

4. Paragraph C.1. of Article IV of the Plan shall be deleted in its entirety, and the following shall be substituted therefore:

1. CASH PAYMENT ONLY. Any benefits payable to you under the Plan will be made solely in cash and not in the form of any other property or securities, including any shares of an investment company that may be an investment option hereunder. Any investment options representing a participant’s Accumulations under the Plan are the sole and exclusive property of the Company. As a result, you will have no rights as a shareholder, including voting rights, with respect to the investment options representing your Accumulations.

All other provisions of the Plan shall remain in full force and effect. Replacement pages to the Plan may be generated to reflect the foregoing amendment within the restated version of the Plan document.

STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY

By:

Its:

Date:

EX-10.64

Exhibit 10.64

AGREEMENT OF

ASSIGNMENT AND ASSUMPTION

This agreement of assignment and assumption is entered into as of March 1, 2001, by and among State Auto Financial Corporation, an Ohio corporation (“STFC”), State Automobile Mutual Insurance Company, an Ohio corporation (“SAMIC”), State Auto Property and Casualty Insurance Company, a(n) ________ corporation (“SAP&C”), and Midwest Security Insurance Company, a(n) ________ corporation (“Midwest”), (STFC, SAMIC, SAP&C and Midwest are herein collectively referred to as the “Companies”).

Background Information

A. Effective August 1, 1995, the Companies made available to their directors participation in the State Auto Insurance Companies Directors Deferred Compensation Plan (the “Plan”).

B. The Companies desire to amend and restate the Plan effective March 1, 2001 (the “Amended Plan”), to reflect (1) two additional investment options in which a participant in the Plan may be permitted to direct the investment of the portion of the Companies’ funds allocated to him; and (2) this agreement of assignment and assumption.

Statement of Agreement

The Companies acknowledge the accuracy of the above Background Information and agree as follows:

§1. Assignment and Assumption. SAMIC hereby assigns to Midwest, and Midwest hereby assumes and relieves SAMIC of, all rights, duties and obligations SAMIC has under and with respect to the Plan and any Directors Deferred Compensation Agreements entered into by SAMIC pursuant to the terms of the Plan, as such relate solely to those directors who only serve on the Board of SAMIC and no other Company, including all obligations and rights under such Agreements and any funds, securities or other assets representing each Plan participant’s Accumulations (as that term is defined in the Plan), including all books and records relating thereto. STFC and SAMIC hereby assign to SAP&C, and SAP&C hereby assumes and relieves STFC and SAMIC of, all rights, duties and obligations STFC and SAMIC have under and with respect to the Plan and any Directors Deferred Compensation Agreements (“Agreements”) entered into by STFC or SAMIC pursuant to the terms of the Plan, as such relate to all other directors of the Companies (other than those described in the first sentence hereof) including all obligations and rights under such Agreements and any funds, securities or other assets representing each Plan participant’s Accumulations (as that term is defined in the Plan), including all books and records relating thereto.

§2. Deferred Compensation Agreements. The Companies shall use their reasonable best efforts to enter into an amended and restated Directors Deferred Compensation Agreement with each participant in the Plan, who has entered into a Directors Deferred Compensation Agreement pursuant to the Plan with either STFC or SAMIC, which Agreement will acknowledge and consent to the assignment and assumption described in §1 hereof.

§3. Governing Law. This agreement has been executed in the state of Ohio. All questions regarding the validity or intention of this agreement and all questions relating to performance hereunder shall be resolved under the laws of the State of Ohio.

§4. Successors in Interest. This agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the respective successors and assigns of each party to this agreement.

STATE AUTO FINANCIAL CORPORATION
By	/s/ Robert H. Moone
Title	President
STATE AUTOMOBILE MUTUAL INSURANCE COMPANY
By	/s/ Robert H. Moone
Title	President
STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY
By	/s/ Robert H. Moone
Title	President
MIDWEST SECURITY INSURANCE COMPANY
By	/s/ Robert H. Moone
Title	President

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EX-10.65

Exhibit 10.65

STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY

INCENTIVE DEFERRED COMPENSATION AGREEMENT

This agreement is made effective                         , 200        , at Columbus, Ohio, by and between State Auto Property & Casualty Insurance Company, a South Carolina corporation (the “Company”), and                         , an employee of the Company (“Participant”).

Background Information

A. It is the desire of the Company to assist the Participant in providing for his retirement through the use of a deferred compensation arrangement, and to encourage the Participant to continue employment with the Company until retirement age.

B. The Company is willing to provide such supplemental retirement benefits to the Participant out of its general assets, provided he satisfies the requirements of this agreement for such benefits, as an incentive for the Participant to continue his employment relationship with the Company.

C. Participant also desires to defer and postpone a portion of the compensation to be earned for services to be rendered in the balance of the current year and in subsequent years of employment from time to time thereafter, and, in consideration of the performance of future services for the Company by the Participant, the Company is willing to permit the Participant to defer and postpone a portion of such compensation, on the terms and subject to the conditions of this agreement.

AGREEMENT

The Company and the Participant acknowledge the accuracy of the foregoing background information and agree as follows:

ARTICLE I—EMPLOYMENT

§1.1 Employment. The Company agrees to employ the Participant and the Participant agrees to serve the Company in such capacity as the Company may designate from time to time, and on such terms and conditions as the Company in its sole discretion may request, until terminated by either party, or on such terms as may be set forth in a separate written employment agreement between the parties, if any.

§1.2 Compensation. The Company shall pay the Participant during the term of his employment hereunder such salary and such other compensation as may be specifically provided for under any written employment agreement between the parties, or, if none, as the Company

may from time to time determine. As additional incentive compensation and supplemental retirement income, the Company shall also pay the benefits provided in Article III, below, to the Participant provided he satisfies all the requirements and conditions set forth in this agreement to be entitled to such benefits.

§1.3 Rights Preserved. Nothing in this agreement shall be construed to confer upon the Participant the right to continue in the employment of the Company, or to require the Company to continue the employment of the Participant. The employment relationship between the Company and the Participant shall be “at will” and may be terminated at any time by the Company or the Participant with or without cause, except as may otherwise be specifically provided in any written employment agreement between the parties.

ARTICLE II—DEFERRED COMPENSATION ACCUMULATIONS

§2.1 Deferral and Matching Values. Within 30 days of the effective date of this agreement, and not later than any subsequent December 31 of each year throughout the term of this agreement, the Participant and the Company may, by mutual written agreement, provide for deferred and postponed payment of a percentage of the Participant’s Compensation which otherwise would be paid during the balance of the initial or next calendar year, as applicable, of employment for services to be rendered in that year. Whether the Participant is eligible to elect such a deferral during any calendar year is determined by the Company, in its discretion, and the eligibility of the Participant during one year does not affect eligibility in subsequent years. The Participant shall continue as a participant during any ineligible years, but shall be treated as inactive. The amount to be deferred shall be that as set forth on the Deferral Election Form, which is hereby incorporated by reference. The minimum amount which may be deferred by the Participant during an active year is 1% of Compensation less the amount deferrable through the State Auto Insurance Companies Capital Accumulation Plan (the “Qualified Plan”). For this purpose, “Compensation” includes only salary, commission, and bonus payments made to the Participant for personal services rendered to or for the Company during the year, or contributed to this Plan under §2.2. or to the Qualified Plan on behalf of the Participant pursuant to a salary deferral election, and does not include other cash or noncash compensation, expense reimbursements, or fringe benefits provided to the Participant. The Company will credit the deferred compensation amount agreed to for the next calendar year to the Participant’s Accumulations from time to time as the deferred amounts otherwise would have been earned by the Participant or, in the case of amounts initially deferred to the Qualified Plan which are refundable due to limitations applicable to such Plan, at the time the refund would have been made but for an election hereunder to defer said amounts to this Plan. Amounts credited to the Participant’s Accumulations due to such voluntary deferral elections, as adjusted for real or hypothetical earnings or losses as set forth in §2.2 below, shall be referred to as the “Deferral Value.”

In addition, the Company will credit a matching amount to the Participant’s Accumulations equal to the same rate of match applicable to salary deferrals under the Qualified Plan for the year. “Caps” on the match under the Qualified Plan will also apply to the match under this Agreement with the match under this Agreement being offset by the match to the Qualified Plan to the extent duplicative. The Company’s matching amounts credited to the

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Participant’s Accumulations, as adjusted for real or hypothetical earnings or losses as set forth in §2.2 below, shall be referred to as the “Matching Value.”

§2.2 Record of Accumulations. Solely for the purpose of measuring the amount of the Company’s obligations to the Participant or his beneficiaries under this agreement, the Company will maintain a separate bookkeeping record of the Deferral Value and the Matching Value (jointly, the Participant’s “Accumulations”). Subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the Company, in its discretion, may either credit a hypothetical earnings rate to the Participant’s balance of Accumulations for the year, or may actually invest an amount equal to the amount credited to the Participant’s Accumulations from time to time in an account or accounts in its name in the investment options (as defined in the Plan), which investment options may include some or all of those used for investment purposes under the Qualified Plan, as determined by the Company in its discretion. If such separate investment options are made available, the Participant may be permitted to direct the investment with such investment options of the portion of the Company’s accounts allocable to him under this agreement in the same manner he is permitted to direct the investment of his account in the Qualified Plan, except that certain of the investment options may not be available options under this agreement and the Plan. The Company is not obligated to make these or any other particular investment options available, however, if investments are in fact made.

Subject to Section 409A of the Code, the Company will credit the Participant’s Accumulations with hypothetical or actual earnings or losses at least annually based on the earnings rate declared by the Company or the performance results of the investment option(s) chosen pursuant to the Company’s or the Participant’s directions, and shall determine the fair market value of the Participant’s Accumulations based on the bookkeeping record or the fair market value of the portion of the investment option(s) representing the Participant’s Accumulations. The determination of the earnings, losses or fair market value of the Participant’s Accumulations may be adjusted by the Company to reflect its payroll, income or other taxes or costs associated with this agreement, as determined by the Company in its sole discretion.

ARTICLE III—BENEFITS

§3.1 Eligibility for Benefits—Vesting. The Participant or his beneficiaries shall be entitled to benefits from the Company as set forth in this Article III only upon satisfaction of the vesting requirements of this section. The Participant shall not be fully vested in and entitled to benefits hereunder with respect to his Matching Value Accumulations until completion of five (5) years of service for the Company. A “Year of Service” for vesting purposes means a period of twelve consecutive calendar months during which the Participant was employed by the Company. Years of Service shall be calculated from the Participant’s hire date and anniversaries thereof. The Participant shall also become 100% vested in his Matching Value Accumulations upon retirement, or upon his death or Total Disability prior to retirement or other termination of service, regardless of his years of service for the Company.

“Total Disability” under this agreement shall mean a physical or mental condition which totally and presumably permanently prevents the Participant from engaging in his usual occupation or any occupation for which he is qualified by reason of training, education, or

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experience. The Company shall determine the existence of a Total Disability in its sole discretion and may require the Participant to submit to periodic medical examinations at the Participant’s expense to confirm the existence and continuation of a Total Disability.

If the Participant terminates employment with the Company for any reason other than death, retirement or Total Disability, prior to the date he has retired or completed five Years of Service as defined above, all rights of the Participant, his designated beneficiaries, executors, administrators, or any other person to receive benefits with respect to his Matching Value Accumulations under this agreement shall be forfeited. If the Participant is subsequently re-employed by the Company, no benefits forfeited hereunder shall be reinstated, and the Participant shall not be given credit for his prior Years of Service with the Company under any incentive deferred compensation agreement entered into upon such re-employment unless, and then only to the extent that, the Company determines otherwise in its sole discretion.

Notwithstanding the foregoing, the Participant shall always be 100% vested in the portion of his Accumulations attributable to his Deferral Value.

§3.2 Retirement Benefits. Upon retirement from the Company, the Participant shall be eligible to receive payment of the amounts credited to the Participant’s Accumulations as a monthly benefit payable for 60 months. The amount of this monthly benefit shall equal the amount necessary to amortize the Participant’s Accumulations in approximately equal monthly installments of principal plus actual earnings (or less actual losses) during the period of distribution or, subject to Section 409A of the Code, in the Company’s sole discretion, the monthly distributions may instead be computed based on the amortization of the Participant’s Accumulations as a monthly benefit payable for 60 substantially equal monthly installments computed using an interest rate declared by the Company in its sole discretion from time to time during such period of distribution. In the event the retirement benefits payable pursuant to this agreement are subject to taxation under the Federal Insurance Contributions Act, Federal Unemployment Tax Act or any similar present or future tax levied on employers for payments to employees, the amount payable hereunder shall be reduced by the Company’s share of any such tax payable with respect to the retirement benefits. The Participant must provide the Company at least 30 days advance written notice of his intention to retire and receive benefits hereunder. Payment of benefits shall begin on the first day of the second month following satisfaction of all requirements for a benefit hereunder, except in the case of a “Key Employee” (as defined in Section 409A of the Code). A Participant who is a Key Employee shall not be eligible to receive any benefits under this Plan until at least six months after the date such Participant otherwise would be eligible to receive such benefits under this section or section 3.5.

§3.3 Death Benefits. In the event of the death of the Participant while receiving benefit payments under any provision of this agreement, the Company shall pay the beneficiary or beneficiaries designated by the Participant the remaining payments due under this agreement in accordance with the method of distribution in effect to the Participant at the date of death. In the event of the death of the Participant prior to the commencement of the distribution of benefits under this agreement, the Company shall pay the vested portion of such benefits to the beneficiary or beneficiaries designated by the Participant, beginning as soon as practicable after the Participant’s death. Such benefits shall be paid as a monthly payment equal to the amount necessary to amortize the Participant’s Accumulations as a monthly benefit payable for 60

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months, computed under one of the alternative methods provided for retirement benefits under §3.2, as selected, subject to Section 409A of the Code, by the Company in its sole discretion.

§3.4 Disability Benefits. Upon the Participant’s Total Disability as defined in §3.1 prior to satisfying the requirements for a retirement benefit under §3.2, the Participant shall be eligible to receive payment of the amounts credited to his Participant’s Accumulations as a monthly benefit commencing after six months of Total Disability and payable for 60 months. The amount of this monthly benefit shall equal the amount necessary to amortize the Participant’s Accumulations as a monthly benefit payable for 60 months, computed under one of the alternative methods provided for retirement benefits under §3.2, as selected, subject to Section 409A of the Code, by the Company in its sole discretion.

Disability shall be considered to have ended and entitlement to a disability benefit shall cease if the Participant (a) is reemployed by the Company, or (b) engages in any substantially gainful activity, except for such employment as is found by the Company in its sole discretion to be for the primary purpose of rehabilitation or not incompatible with a finding of total and permanent disability. If entitlement to a disability benefit ceases in accordance with the provisions of this paragraph, the Participant shall not be prevented from qualifying for a benefit under another provision of this agreement.

§3.5 Termination of Service for Other Reasons. If the Participant’s service for the Company terminates for any reason other than retirement in accordance with §3.2, death, or Total Disability, then the vested portion of the Participant’s Accumulations shall be paid, beginning as soon as administratively practicable, to the Participant as a monthly benefit payable for 60 months, computed under one of the alternative methods provided for retirement benefits under §3.2, as selected by the Company in its sole discretion.

§3.6 Payment Alternatives. In addition, the Company may alter the payment method in effect from time to time in its sole discretion as necessary or desirable to avoid the loss of a tax deduction under Code §162(m). The amount of monthly payments to be made over a period of time other than 60 months shall be computed under one of the methodologies applicable to the payment of benefits under this agreement in the normal form of distribution, as determined by the Company in its sole discretion, subject to Section 409A of the Code.

§3.7 Beneficiary Designation. The Participant shall designate one or more beneficiaries on a form to be supplied by the Company to receive any Accumulations payable in the event of his death. The Participant may change his beneficiary designation at any time (without the consent of any prior beneficiary) by executing a revised beneficiary designation form and delivering it to the Company before his death. In the absence of a beneficiary designation, or in the event the designated beneficiary predeceases the Participant or cannot be located, any death benefits provided under this agreement shall be paid to the Participant’s estate.

ARTICLE IV—MISCELLANEOUS

§4.1 Right to Assets. Nothing contained in this agreement and no action taken pursuant to the provisions of this agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and the Participant, any designated

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beneficiary, or any other person. If the Company elects to invest any funds in connection with this agreement, all such investments shall continue for all purposes to be a part of the general assets of the Company, and no person other than the Company shall by virtue of the provisions of this agreement have any interest in such funds. To the extent the Participant, any designated beneficiary, or any other person acquires a right to receive payments from the Company under this agreement, such right shall be no greater than the right of any unsecured general creditor of the Company.

§4.2 Assignment and Alienation Prohibited. Neither the Participant, his surviving spouse, nor other beneficiaries under this agreement shall have the power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify, or otherwise encumber, in advance, any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony, or separate maintenance owed by the Participant or his beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise. In the event the Participant or any beneficiary attempts assignment, commutation, hypothecation, transfer, or disposal of the benefits hereunder, the Company’s liabilities hereunder shall forthwith cease and terminate.

§4.3 Revocation. This agreement shall continue in effect until revoked or terminated by the Company and, specifically shall continue in effect during any period when the Company, in the exercise of its discretion, decides that the Participant is not entitled to participate in any deferral or matching contributions to his Accumulations. This agreement may be amended or revoked at any time or times, in whole or in part, by the Company in its sole discretion. However, unless the parties agree otherwise, in the event of a modification or revocation, the Participant shall be entitled to the vested benefits, if any, that have accrued through the date of such amendment or revocation. Such benefits shall be payable at such times and in such amounts as are provided in this agreement, or, subject to Section 409A of the Code and applicable Treasury regulations, the Company may, in its sole discretion, elect to accelerate distribution and pay all vested amounts after this agreement terminates.

§4.4 Effect On Other Company Benefit Plans. Nothing contained in this agreement shall affect the right of the Participant to participate in or be covered by any qualified or non-qualified pension, profit-sharing, group, bonus, or other supplemental compensation or fringe benefit plan constituting a part of the Company’s existing or future compensation structure. Should the amount of the Participant’s benefits available under the Qualified Plan or any other tax-qualified pension plan be reduced in any year by reason of the Participant’s elective deferrals under this agreement, the Company will increase the Participant’s Accumulations hereunder to compensate for such reduction.

§4.5 Interpretation. The Board of Directors of the Company, or the Compensation Committee or the Chairman as its designee, shall have full power and authority to interpret, construe, and administer this agreement, and the interpretation and construction thereof and actions thereunder by the Board or its designee, including any valuation of the Participant’s Accumulations or the amount or recipient of the payments to be made therefrom, shall be binding and conclusive on all persons for all purposes. No member of the Board of Directors nor any designee shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this agreement, provided that the foregoing shall not relieve

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any person of liability for any action taken or omitted in bad faith. Whenever under this agreement monthly benefits may be payable in substantially equal monthly installments computed using an interest rate declared by the Company in its sole discretion from time to time during such period of distribution, the calculation of such monthly benefit payments shall be made under any method deemed reasonable by the Company, in its sole discretion, subject to Section 409A of the Code.

§4.6 Binding Effect. This agreement shall be binding upon and inure to the benefit of the Company, its successors, and assigns and the Participant and his heirs, executors, administrators, and legal representatives.

§4.7 Entire Agreement. This agreement and its exhibits, if any, represent and embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings relative to this subject matter.

§4.8 Genders and Numbers. Whenever permitted by the context each pronoun shall include other genders or numbers.

§4.9 Captions. The captions at the beginnings of the several sections of this agreement are not part of the context of this agreement, but are merely labels to assist in locating those sections, and shall be ignored in construing this agreement.

§4.10 Applicable Law. State Auto Property & Casualty Insurance Company is a South Carolina corporation and has its principal executive offices in the State of Ohio. This agreement has been negotiated and executed in the State of Ohio and the parties hereby agree that the validity, meaning, and performance of this agreement are to be determined, governed, and enforced under the laws of the State of Ohio, except that any applicable conflict or choice of laws principles of Ohio law that would result in the application of the laws of any other state or jurisdiction to the validity, meaning, or performance of this agreement shall not apply.

§4.11 Tax Withholding. In addition to deductions, withholdings, or reductions under Sections 2.2 and/or 3.2, the Company (and any agent of the Company) is authorized to withhold from any payment under this agreement the amount of withholding taxes due, in the opinion of the Company, in respect of such payment and to take other action as may be necessary, in the opinion of the Company, to satisfy all obligations for the payment of such taxes. Any employee taxes due upon deferrals or upon vesting of matching amounts may be deducted, in accordance with Section 409A of the Code, from Participant’s Accumulations.

§4.12 Code Section 409A Amendments. Notwithstanding any provision to the contrary in this agreement or the Deferral Election Form, nothing shall restrict the Company’s right to amend this agreement, without the consent of Participants and without additional consideration to affected Participants, to the extent necessary to avoid taxation, penalties, and/or interest arising under Section 409A of the Code, even if such amendments reduce, restrict, or eliminate rights granted under this agreement before such amendments. Although the Company shall use its best efforts to avoid the imposition of taxation, penalties, and/or interest under Section 409A of the Code, tax treatment of deferrals and matching amounts under this agreement is not

- 7 -

warranted or guaranteed. Neither the Company, the Board, nor any delegatee shall be held liable for any taxes, penalties, interest, or other monetary amounts owed by any Participant, employee, or beneficiary as a result of the deferral or payment of any amounts under this agreement or as a result of the Company’s administration of amounts subject to this agreement.

STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY:

By:

Title:

Participant:

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EX-21.01

Exhibit 21.01

List of Subsidiaries of

State Auto Financial Corporation

State Auto Property and Casualty Insurance Company, a South Carolina corporation

State Auto National Insurance Company, an Ohio corporation

Stateco Financial Services, Inc., an Ohio corporation

Strategic Insurance Software, Inc., an Ohio corporation

Milbank Insurance Company, a South Dakota corporation

Farmers Casualty Insurance Company, an Iowa corporation

State Auto Insurance Company of Ohio, an Ohio corporation

518 Property Management and Leasing, LLC, an Ohio limited liability company

EX-23.01

Exhibit 23.01

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements and related prospectuses of State Auto Financial Corporation of our reports dated March 1, 2006, with respect to the consolidated financial statements and schedules of State Auto Financial Corporation, State Auto Financial Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of State Auto Financial Corporation, included in this Annual Report (Form 10-K) for the year ended December 31, 2005.

Form	Registration Number	Description
S-8	33-44667	1991 Stock Option Plan
	33-89400
S-8	33-44666	1991 Directors’ Stock Option Plan
S-8	33-41423	1991 Employee Stock Purchase and Dividend Reinvestment Plan
	333-05755
S-8	333-56336	State Auto Insurance Companies Capital Accumulation Plan
S-8	333-43882	2000 Directors’ Stock Option Plan
S-8	333-43880	2000 Stock Option Plan
S-3	333-41849	Monthly Stock Purchase Plan for Independent Agents
S-3	333-90529	1998 State Auto Agents’ Stock Option Plan
S-4	333-111507	6  1/4% Senior Notes due 2013
S-8	333-127172	2005 Outside Directors Restricted Share Unit Plan

/s/ Ernst & Young LLP

Columbus, Ohio

March 9, 2006

EX-24.03

Exhibit 24.03

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director or officer of State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby constitutes and appoints Robert P. Restrepo, Jr., John R. Lowther, and Steven J. Johnston and each of them, my true and lawful attorney-in-fact and agents, with full power to act without the other, with full power of substitution and resubstitution, for me and in my name, place and stead, in my capacity as director or officer of the Company, to execute the Company’s Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Company’s fiscal year ended December 31, 2005, for each fiscal year thereafter and any amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full powers and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 10th day of March, 2006.

Signature	Position(s) with the Company
/s/ Robert P. Restrepo, Jr.	Director

EX-31.01

EXHIBIT 31.01

CERTIFICATION

I, Robert P. Restrepo, Jr., certify that:

1. I have reviewed this Form 10-K of State Auto Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 13 , 2006

/s/ Robert P. Restrepo, Jr.

Robert P. Restrepo, Jr.,

Chief Executive Officer

(Principal executive officer)

EX-31.02

EXHIBIT 31.02

CERTIFICATION

I, Steven J. Johnston, certify that:

1. I have reviewed this Form 10-K of State Auto Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 13 , 2006

/s/ Steven J. Johnston

Steven J. Johnston,

Chief Financial Officer

(Principal financial officer)

EX-32.01

EXHIBIT 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of State Auto Financial Corporation (the “Company”) on Form 10-K for the period ending December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert P. Restrepo, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Robert P. Restrepo, Jr.

Robert P. Restrepo, Jr.

Chief Executive Officer

March 13 , 2006

A signed original of this written statement required by Section 906 has been provided to State Auto Financial Corporation and will be retained by State Auto Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.02

EXHIBIT 32.02

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of State Auto Financial Corporation (the “Company”) on Form 10-K for the period ending December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven J. Johnston, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Steven J. Johnston

Steven J. Johnston

Chief Financial Officer

March 13 , 2006

A signed original of this written statement required by Section 906 has been provided to State Auto Financial Corporation and will be retained by State Auto Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

CORRESP

CORRESPONDENCE

STATE AUTO FINANCIAL CORPORATION

518 East Broad Street

Columbus, Ohio 43215-3976

March 13, 2006

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Gentlemen:

In accordance with General Instruction D(3) to the General Instructions to the filing of a Form 10-K, please be advised there were no changes from the preceding year in any accounting principles or practices or in the method of applying any such principles or practices.

Sincerely,

/s/ Steven J. Johnston

Chief Financial Officer