AGREEMENT OF ASSIGNMENT AND ASSUMPTION

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