Amendment to Credit Agreement

State Auto Financial Corporation ("STFC") has a credit agreement ("Credit Agreement") with a syndicate of financial institutions. Effective as of April 1, 2009, the Credit Agreement was amended pursuant to a First Amendment dated as of March 27, 2009 (the "First Amendment"), by and among STFC, as borrower, the financial institution parties thereto, as lenders, and KeyBank National Association, as administrative agent, swingline lender and lender.

The First Amendment primarily made the following changes to the Credit Agreement:

1. Reduced the borrowing commitments of the lenders from $200.0 million to $100.0 million;

2. Increased the amount of loans that may advanced from STFC and its subsidiaries to State Automobile Mutual Insurance Company and its subsidiaries (that are not STFC or its subsidiaries) from $50.0 million to $75.0 million;

3. Modified the definition of net worth to include adjustments for accumulated other comprehensive income (loss); and

4. Modified STFC's minimum net worth covenant.

As amended, the Credit Facility provides for a $100.0 million unsecured revolving credit facility maturing in July 2012. The Credit Facility is available for general corporate 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. The Credit Agreement contains certain covenants, including financial covenants that require STFC to maintain a minimum net worth and not exceed a certain debt to capitalization ratio. As of April 1, 2009, State Auto Financial had not made any borrowings under the Credit Agreement.

A copy of the First Amendment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

(c) Exhibits.

Exhibit No.     Description
99.1            First Amendment, dated as of March 27, 2009 and effective as of
                April 1, 2009, to the Credit Agreement, dated as of July 12, 2007,
                by and among State Auto Financial Corporation, as borrower, the
                financial institution parties thereto, as lenders, and KeyBank
                National Association, as administrative agent, swingline lender and
                lender.