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                                                                    Exhibit 4(e)





                STATE AUTO PROPERTY & CASUALTY INSURANCE COMPANY
                              AMENDED AND RESTATED
                      INCENTIVE DEFERRED COMPENSATION PLAN

                               Initially Effective

                              ______________, 1995,
                           and as amended and restated
                                  March 1, 2001




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                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 ____________, 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,



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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 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 ("SAFC Shares"), or (c) create phantom stock units each of which
shall represent the fair market value one SAFC share, ("Phantom Stock Units"),
and may invest funds subject to this Plan in these mutual funds, SAFC 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 SAFC 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 ___% 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




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                  match to the Qualified Plan to the extent duplicative. For
                  example, at the 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 [promptly] 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 SAFC 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 SAFC 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 SAFC 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 SAFC 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 ss.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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