Exhibit 4(B)



 




EXHIBIT 4(b)




Form of Restricted Share Unit Agreement




STATE AUTO FINANCIAL CORPORATION

RESTRICTED SHARE UNIT AGREEMENT




          This Restricted Share Unit Agreement (“Agreement”) is made effective [                                        ,
20     ], at Columbus, Ohio, between State Auto Financial Corporation (the “Company”) and [insert
name of director], an outside director of the Company (the “Participant”), and contains the
Participant’s elections under the State Auto Financial Corporation Outside Directors Restricted
Share Unit Plan (the “Plan”). This Agreement incorporates the Plan’s terms and provisions as
provided in the Plan’s document. Capitalized terms not otherwise defined in the Agreement shall be
defined as set forth in the Plan.


 





	A.	 	Award.





          Effective as of the date of this Agreement, the Participant is awarded [                    ] Restricted
Share Units pursuant to Section 3.1 of the Plan. The Restricted Share Units will be subject to the
restrictions on transfer set forth in the Plan, including without limitation, the restrictions on
assignment as set forth in Section 8.3 of the Plan. [In addition, the Restricted Share Units will
be subject to the following restrictions on transfer:                                         .] Such
Restricted Share Units will be credited to the Participant’s Account.




	B.	 	Payment Elections.






Timing of Payment:




Subject to the rules and procedures of the Administrative Committee (the “Committee”), I
hereby make this election to receive payment of the value of the Restricted Share Units
awarded pursuant to this Agreement in accordance with the applicable terms of the Plan. I
understand that payment will not be made until the first regular payment processing date
that occurs at least six months after my termination of Board membership, Retirement, death
or Disability.




No Acceleration — I understand that after completion of this election under the Plan, the
law provides that I cannot request an acceleration of the timing of my payment for this
Award under the Plan. For example, if I elect a series of installment payments over 10
years, I cannot later change my election to receive payment in installment payments over 5
years or a lump sum. If I elect to change my distribution timing for this Award at a future
date (to delay distributions), I understand that the law requires that my future election
cannot be effective until 12 months after its date and that my distribution must be delayed
for at least five years beyond the initial distribution date.




REMINDER: If I make no election under this section, the Plan will automatically distribute
my benefits in the form of a single lump sum.




I elect to receive my benefit (initial only one):




                     in an immediate single lump sum.




                     in a series of approximately equal annual payments made over a period of five (5) years.




                     in a series of approximately equal annual payments made over a period of ten (10) years.



 









 





(REMINDER: if electing installments, distributions can never be accelerated to a
faster form of distribution.)




Form of Payment:




I elect to receive my benefit (initial only one):




                     in cash.




                     in Common Shares.




	C.	 	Beneficiary Designation.






Subject to the rules and procedures of the Committee, I understand that I may designate a
Beneficiary to receive any distribution from the Plan upon my death. In the absence of a
valid Beneficiary designation, I understand that my estate shall be my designated
Beneficiary.



 



          I hereby accept this Award and acknowledge that the Restricted Share Units awarded to me are
subject to the terms and provisions of the Plan, the applicable provisions of Section 409A of the
Internal Revenue Code of 1986, as amended, and such other guidance and regulations issued
thereunder.



Agreed to by:      [DIRECTOR’S NAME]




	 	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	Signature

	 	Social Security Number	 	 
	 
	 	 	 	 
	Mailing Address:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Date	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	[COMPANY’S DESIGNATED OFFICER]
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	Signature

	 	Date