**Exhibit 10.01**

Restrepo Award Agreement 

**STATE AUTO FINANCIAL CORPORATION**

**RESTRICTED STOCK AGREEMENT**

**UNDER THE**

**2009 EQUITY INCENTIVE COMPENSATION PLAN**

This Restricted Stock Agreement (this “***Agreement***”) is made as of March 3, 2011 (the“***Award Date***”). The Compensation Committee of the Board of Directors of State Auto Financial Corporation, an Ohio corporation (the ****“*******Company*******”**),**hereby awards to Robert P.Restrepo, Jr. (“***Mr. Restrepo***”) 16,707 common shares, without par value, of the Company (the “***Restricted Shares***”). The Restricted Shares are awarded pursuant to the terms of the Company’s 2009Equity 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 purchase price for the Restricted Shares shall be zero. Following the execution and delivery of this Agreement by Mr. Restrepo, the Company shall issue theRestricted Shares in Mr. Restrepo’s name and hold them in a restricted share account with the Company’s transfer agent. 

§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 the third anniversary of the AwardDate (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 orattempted transfer in violation of the foregoing restrictions shall be null and void. 

§4. Acceptanceof 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 thisAgreement 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 ofthe Restricted Shares into the restricted share account, 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 anydividends or other distributions with respect to the Restricted Shares, but subject, however, to the restrictions on transfer set forth in this Agreement. Notwithstanding the foregoing, any cash dividends or other cash distributions paid on theRestricted Shares prior to the Lapse Date shall be automatically reinvested in common shares of the Company (the “***Dividend Shares***”) pursuant to the terms of the Company’s dividend reinvestment and stock purchase plan andshall be held in an account 

with Fidelity, or its successor, under Mr. Restrepo’s name. Until the Lapse Date, theDividend Shares shall be subject to the restrictions on transfer set forth in §3, above. However, the Dividend Shares shall not be subject to any risk of forfeiture. 

§6. Escrow of Shares. The Restricted Shares shall be held by the Company until the earlier of the Lapse Dateor 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 RestrictedShares are not forfeited to the Company, then the Company shall release the restrictions from the Restricted Shares and re-issue such Shares in accordance with the instructions, if any, of Mr. Restrepo. 

§7. Tax Consequences. Mr. Restrepo understands that he (and not the Company) shall be responsible for his ownfederal, 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 InternalRevenue 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 orrepresentations 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 hisexecution 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 theabsence 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 promptlyfollowing the Company’s request. 

§8. Compliance with Securities Laws. No Restricted Sharesshall 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 inwriting 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 mayreasonably request. 

§9. Vesting. Notwithstanding the provisions of the Plan or this Agreement tothe contrary, if Mr. Restrepo’s employment with the Company terminates due to death, disability, involuntary termination without cause or a change of control prior to the Lapse Date, the Restricted Shares shall be fully vested; provided,however, that the Restricted Shares shall not vest prior to the Lapse Date if such death or disability results from a self-inflicted injury or event, while sane or insane. For purposes of this Agreement, “disability” and involuntary“termination without cause” shall be given the meanings provided in Article IV, sections (A) and (E), respectively, of Mr. Restrepo’s Employment Agreement with the Company and others dated March 1, 2009. Further, “change ofcontrol” shall be given the meaning provided in Section 2(d) of Mr. Restrepo’s Executive Agreement with the Company and others dated March 1, 2009. 

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The Restricted Shares shall be subject to such stop-transfer orders andother 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 Company’s common shares are then listed, and any applicablefederal or state securities laws, and the Company may cause a notation to be put on the Restricted Shares to make appropriate reference to such restrictions. 

 

STATE AUTO FINANCIAL CORPORATION
By 
/s/    LORRAINE M. SIEGWORTH
 
Lorraine M. Siegworth, Vice President

*****(as authorized and approved by the Compensation******Committee of the Board of Directors)*****

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 theRestricted 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: March 15, 2011

 
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