Exhibit






EXHIBIT 10.1.1


EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY
AND
CERTAIN OF ITS AFFILIATED COMPANIES
REWRITTEN EFFECTIVE JANUARY 1, 1987
REINSURANCE POOLING AGREEMENT


This Agreement made by and between Employers Mutual Casualty Company and certain of its affiliated or subsidiary companies such as are signatory hereto by means of exhibits setting forth the interests and liabilities of the parties, attached hereto and made a part of this Agreement.  Employers Mutual Casualty Company is hereinafter referred to as “EMC”, and the other companies signatory hereto are hereinafter referred to as the “Affiliated Companies” or as the "Affiliated Company", as the context requires.


EMC and each Affiliated Company signatory to the Pooling Agreement agree to honor the terms set forth herein as if this Agreement were solely between EMC and each such Affiliated Company.  Balances payable to or recoverable from EMC and any such Affiliated Company shall not serve to offset any balances payable to or recoverable from any other Affiliated Company signatory to this Agreement.  Reports and remittances between EMC and each Affiliated Company shall be in sufficient detail to identify the individual premium and loss obligation of each party to the other.


ARTICLE I


The Companies are engaged in the insurance business and maintain a mutual business relationship having certain incidents of common management, and desire to bring about for each other added economies of operation, uniform underwriting results, diversification as respects the classes of insurance business written, and maximization of capacity.  To accomplish the aforesaid, the Companies do by means of this Agreement, pool all of their insurance business then in force as of 12:01 A.M. of the date signatory hereto, and thereafter to share in the fortunes of their pooled insurance business.


ARTICLE II


EMC hereby reinsures and the Affiliated Company hereby cedes and transfers to EMC all liabilities incurred under or in connections with all contracts and policies of insurance issued by the Affiliated Company outstanding and in force as of 12:01 A.M. of the date signatory hereto, or thereafter issued by it.  Such liabilities shall include the Affiliated Company’s reserves for unearned premiums, outstanding losses and loss expenses (including unreported losses) and all other underwriting and administrative expenses as evidenced by the Affiliated Company’s books and records, but shall not include inter‐company balances, liabilities for Corporate Taxes including Federal or State Income Taxes, or liabilities incurred in connection with their respective investment transactions.


ARTICLE III


The Affiliated Company hereby assigns and transfers to EMC all right, title and interest in and to reinsurance outstanding and in force with respect to the liabilities reinsured by EMC under Article II hereof.


ARTICLE IV


The Affiliated Company assigns and transfers to EMC amounts equal to the aggregate of all of its liabilities reinsured by EMC under Article II hereof, less a commission allowance equal to the prepaid expenses of the Affiliated Company but not in excess of 40 percent of the Affiliated Company’s combined ratio on a trade basis.  Prepaid expenses is defined as those expenses records in column 2, part 4, of the Underwriting and Expense Exhibit of the Affiliated Company’s convention statement.  The trade combined ratio is the ratio of loss and loss adjustment expense to earned premium, plus the ratio of underwriting expenses to premiums written.



179






ARTICLE V


The Affiliated Company hereby reinsures, and EMC hereby cedes and transfers to the Affiliated Company a portion of its net liabilities under all contracts and policies of insurance (including those reinsured by EMC under Article II hereof) on which EMC is subject to liability and which are outstanding and in force as of 12:01 A.M. of the date signatory hereto, or are issued thereafter, in accordance with the exhibit attached hereto to which the Affiliated Company is a signatory party.  Such liabilities shall include reserves for unearned premiums, outstanding losses and loss expenses (including unreported losses) and all other underwriting and administrative expenses, but shall not include inter-company balances, liabilities for Corporate Taxes including Federal or State Income Taxes, or liabilities in connection with investment transactions.


ARTICLE VI


EMC hereby assigns and transfers to the Affiliated Company amounts equal to the aggregate of all liabilities of EMC reinsured by the Affiliated Company under contracts and policies of insurance which are outstanding and in force as of 12:01 A.M. of the date signatory hereto under Article V hereof, less a commission allowance equal to the prepaid expenses of EMC but not in excess of 40 percent of EMC’s combined ratio on a trade basis.  Prepaid expenses is defined as those expenses recorded in column 2, part 4, of the Underwriting and Expense Exhibit of EMC’s convention statement.  The trade combined ratio is the ratio of loss and loss adjustment expense to earned premium, plus the ratio of underwriting expenses to premiums written.


ARTICLE VII


EMC agrees to pay to the Affiliated Company it respective participation of all premiums written by the companies after first deducting premiums on all reinsurance ceded to reinsurers (other than the parties hereto).  Similarly, it is further agreed that all losses, loss expense and other underwriting and administrative expenses (with the exceptions noted in Articles II and V hereof) of the companies, less all losses and expense recovered and recoverable under reinsurance ceded to reinsurers (other than the parties hereto), shall be pro-rated between the parties on the basis of their respective participation as reflected in the aforesaid exhibit.


ARTICLE VIII


The obligation of the companies under this Agreement to exchange reinsurance between themselves may be offset by reciprocal obligation so that the net amount only shall be required to be transferred, except no offset shall be valid under circumstances prohibited by Section 7472, New York Insurance Laws.  An accounting on all transactions shall be rendered quarterly, and the settling of balances shall be made within 30 days after the rendering of the quarterly reports.  Except as otherwise required by the context of this Agreement, the amount of all payments between the companies under this Agreement shall be determined on the basis of the convention form of annual statements of the companies.  Notwithstanding anything herein contained, this Agreement shall not apply to the investment operations of the companies.


ARTICLE IX


The conditions of reinsurance hereunder shall in all cases be identical with the conditions of the original insurance or as changed during the term of insurance.


ARTICLE X


This Agreement is a continuing one and is unlimited as to duration but may be terminated upon mutual consent or by 30 day prior written notice by either party.



180






ARTICLE XI


Each of the companies hereto, as the assuming insurer, hereby agrees that all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the assuming insurer on the basis of the liability of the ceding insurer under the policy or contract reinsured without diminution because of insolvency of the ceding insurer; provided that such reinsurance shall be payable directly to the ceding insurer or to its liquidator, receiver or other statutory successor, except as provided by Section 4118 of New York Insurance Law or except (a) where the contract specifically provides another payee for such reinsurance in the event of the insolvency of the ceding insurer and (b) where the assuming insurer, with consent of the direct insured or insureds, has assumed such policy obligations of the ceding insurer as direct obligations of the assuming insurer to the payees under such policies and in substitution for the obligations of the ceding insurer to such payee; and further provided that the liquidator, receiver or statutory successor of the ceding insurer shall give written notice of the pendency of any claim against the insolvent ceding insurer on the policy or contract reinsured within a reasonable time after such claim; and the assuming insurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses which it may deem available to the ceding insurer or it liquidator, receiver or statutory successor, the expense thus incurred by the assuming insurer to be chargeable, subject to court approval against the insolvent ceding insurer as part of the expense of liquidation to the extent of proportionate share of the benefit which may accrue to the ceding insurer solely as a result of the defense undertaken by the assuming insurer.


ARTICLE XII


Each party shall allow the other party to inspect, at reasonable times, the records of the Company relevant to the business reinsured under this Agreement, including files concerning claims, losses, or legal proceedings which involve or are likely to involve the other party.


ARTICLE XIII


		
	A.
	As a condition precedent to any right of action hereunder, any dispute arising out of this Agreement shall be submitted to the decision of a board of arbitration composed of two arbitrators and an umpire, meeting in Des Moines, Iowa, unless otherwise agreed.




		
	B.
	The members of the board of arbitration shall be active or retired disinterested officials of insurance or reinsurance companies.  Each party shall appoint its arbitrator and the two arbitrators shall choose an umpire before instituting the hearing.  If the respondent fails to appoint its arbitrator within four weeks after being requested to do so by the claimant, the latter shall also appoint the second arbitrator.  If the two arbitrators fail to agree upon the appointment of an umpire within four weeks after their nominations, each of them shall name three, of whom the other shall decline two and the decision shall be made by drawing lots.




		
	C.
	The claimant shall submit its initial brief within 20 days from appointment of the umpire.  The respondent shall submit its brief within 20 days after receipt of the claimant's brief and the claimant may submit a reply brief within 10 days after receipt of the respondent's brief.




		
	D.
	The board shall make its decision with regard to the custom and usage of the insurance and reinsurance business.  The board shall issue its decision in writing based upon a hearing in which evidence may be introduced without following strict rules of evidence but in which cross examination and rebuttal shall be allowed.  The board shall make its decision within 60 days following the termination of the hearings unless the parties consent to an extension.  The majority decision of the board shall be final and binding upon all parties to the proceeding.  Judgment may be entered upon the award of the board in any court having  jurisdiction thereof.




		
	E.
	Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the expense of the umpire.  The remaining costs of the arbitration proceedings shall be allocated by the board.




ARTICLE XIV


By execution of this Agreement, the parties hereto simultaneously terminate any and all reinsurance agreements by and between them heretofore existing, upon the understanding that this Agreement shall supersede and exist in substitution for any such prior agreements.


Executed by the parties hereto the day and year as reflected in the exhibit attached hereto.



181






ADDENDUM #I TO
EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY
AND
CERTAIN OF ITS AFFILIATED COMPANIES




This Pooling Agreement is amended by adding Article XV thereto, with effect from January 1, 1993, as follows:


ARTICLE XV


Notwithstanding the wording of this Agreement as contained in Articles II through VIII, it is agreed and understood that the voluntary reinsurance assumed business written by EMC and heretofore ceded to the Affiliated Companies under this Pooling Agreement, is hereafter not “contracts and policies of insurance” as used in this agreement, and is not business subject to cession and transfer by EMC to the Affiliated Companies.


On January 1, 1993, EMC and the Affiliated Companies shall make such asset and reserve transfers as are required to give effect to the provisions of this Article XV.  


This Pooling Agreement is further amended by substituting “EMC Insurance Companies” for “Employers Mutual Companies” wherever it appears, consistent with and pursuant to action of the Board of Directors effecting this name change.

182






ADDENDUM #II TO
EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY
AND
CERTAIN OF ITS AFFILIATED COMPANIES




This EMC Insurance Companies Reinsurance Pooling Agreement, rewritten effective January 1, 1987, including all Exhibits attached thereto, and as previously amended, is further amended by adding thereto:


ARTICLE XVI


This Agreement, including its attached Addenda, Exhibits, Endorsements and the Amendments thereto, constitutes the entire agreement between the parties hereto, and there are no other oral or written agreements, understandings or undertakings with respect to the subject matter hereof not expressed in this Agreement and its Addenda, Exhibits, Endorsements and the Amendments thereto.


Executed this 24th day of July, 1998.




	
			
	EMPLOYERS MUTUAL CASUALTY COMPANY
	 
	FARM AND CITY INSURANCE COMPANY






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Bruce G. Kelley

	 
	Bruce G. Kelley
	 
	 
	Bruce G. Kelley

	 
	Its President, Treasurer & CEO
	 
	 
	Its Chairman, Treasurer & CEO








	
			
	AMERICAN LIBERTY INSURANCE COMPANY
	 
	THE HAMILTON MUTUAL INSURANCE COMPANY OF CINCINNATI, OHIO






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Bruce G. Kelley

	 
	Bruce G. Kelley
	 
	 
	Bruce G. Kelley

	 
	Its Chairman & CEO
	 
	 
	Its Chairman, & CEO








	
			
	DAKOTA FIRE INSURANCE COMPANY
	 
	ILLINOIS EMCASCO INSURANCE COMPANY






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Bruce G. Kelley

	 
	Bruce G. Kelley
	 
	 
	Bruce G. Kelley

	 
	Its Chairman & CEO
	 
	 
	Its Chairman








	
			
	EMCASCO INSURANCE COMPANY
	 
	UNION INSURANCE COMPANY OF PROVIDENCE






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Bruce G. Kelley

	 
	Bruce G. Kelley
	 
	 
	Bruce G. Kelley

	 
	Its Chairman, President, Treasurer & CEO
	 
	 
	Its Chairman, Treasurer & CEO





183






ADDENDUM #III TO
EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY
AND
CERTAIN OF ITS AFFILIATED COMPANIES




This EMC Insurance Companies Reinsurance Pooling Agreement, rewritten effective January 1, 1987, including all Exhibits attached thereto, and as previously amended (the “Pooling Agreement”), is further amended by substituting “Union Insurance Company of Providence” for “Union Mutual Insurance Company of Providence” wherever it appears, consistent with and pursuant to actions of the Board of Directors of such Affiliated Company effecting that name change, with the effective date of such name change being March 17, 1994.


This Pooling Agreement is further amended by substituting “EMC Property & Casualty Company” for “American Liberty Insurance Company” wherever it appears, consistent with and pursuant to actions of the Board of Directors of such Affiliated Company effecting that name change, with the effective date of such name change being January 1, 1999.


Executed this 19th day of January, 1999.




	
			
	EMPLOYERS MUTUAL CASUALTY COMPANY
	 
	FARM AND CITY INSURANCE COMPANY






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Bruce G. Kelley

	 
	Bruce G. Kelley
	 
	 
	Bruce G. Kelley

	 
	Its President, Treasurer & CEO
	 
	 
	Its Chairman, Treasurer & CEO






	
			
	EMC PROPERTY & CASUALTY COMPANY 
(f/k/a American Liberty Insurance Company)
	 
	THE HAMILTON MUTUAL INSURANCE COMPANY OF CINCINNATI, OHIO






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Bruce G. Kelley

	 
	Bruce G. Kelley
	 
	 
	Bruce G. Kelley

	 
	Its Chairman & CEO
	 
	 
	Its Vice Chairman, & CEO






	
			
	DAKOTA FIRE INSURANCE COMPANY
	 
	ILLINOIS EMCASCO INSURANCE COMPANY






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Bruce G. Kelley

	 
	Bruce G. Kelley
	 
	 
	Bruce G. Kelley

	 
	Its Chairman & CEO
	 
	 
	Its Chairman






	
			
	EMCASCO INSURANCE COMPANY
	 
	UNION INSURANCE COMPANY OF PROVIDENCE
(f/k/a Union Mutual Insurance Company of Providence)






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Bruce G. Kelley

	 
	Bruce G. Kelley
	 
	 
	Bruce G. Kelley

	 
	Its Chairman, President, Treasurer & CEO
	 
	 
	Its Chairman, Treasurer & CEO







184






ADDENDUM #IV TO
EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY
AND
CERTAIN OF ITS AFFILIATED COMPANIES




This EMC Insurance Companies Reinsurance Pooling Agreement, rewritten effective January 1, 1987, including all Exhibits attached thereto, and as previously amended, is further amended by adding thereto:


ARTICLE XVII


Notwithstanding the wording of this Agreement as contained in Articles II through VIII, it is agreed and understood that EMC is responsible for the accuracy of the amounts produced by its various systems and computational processes and utilized in the preparation of the financial statements of the Affiliated Companies.  In the event the amounts produced by EMC’s systems and/or computational processes, and relied upon by both EMC and the Affiliated Companies in implementing this Agreement, subsequently prove to be inaccurate or overstated to the extent that a restatement of the financial statements of one or more of the Affiliated Companies would otherwise be required, EMC hereby guarantees to make up the shortfall or difference resulting from such error(s) in its systems and/or computational processes so that no such restatement of the financial statement of any Affiliated Company is required.


Executed this 8th day of March, 2004 but retroactively effective to December 31, 2003.


	
			
	Employers Mutual Casualty Company
	 
	Farm and City Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Robert C. Morlan

	 
	Bruce G. Kelley
	 
	 
	Robert C. Morlan,

	 
	Its President & CEO
	 
	 
	Its President & COO






	
			
	Dakota Fire Insurance Company
	 
	The Hamilton Mutual Insurance Company of Cincinnati, Ohio






	
					
	By:
	/s/ William A. Murray
	 
	By:
	/s/ William A. Murray

	 
	William A. Murray,
	 
	 
	William A. Murray,

	 
	Its Executive Vice President
	 
	 
	Its Executive Vice President






	
			
	EMC Property & Casualty Company
	 
	Illinois EMCASCO Insurance Company






	
					
	By:
	s/ William A. Murray
	 
	By:
	s/ William A. Murray

	 
	William A. Murray,
	 
	 
	William A. Murray,

	 
	Its Executive Vice President & COO
	 
	 
	Its Vice President and COO






	
			
	EMCASCO Insurance Company
	 
	Union Insurance Company of Providence






	
					
	By:
	/s/ William A. Murray
	 
	By:
	/s/ William A. Murray

	 
	William A. Murray,
	 
	 
	William A. Murray,

	 
	Its Executive Vice President & COO
	 
	 
	Its Vice Chairman & Executive Vice President





185






ADDENDUM #V TO
EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY
AND
CERTAIN OF ITS AFFILIATED COMPANIES


This EMC Insurance Companies Reinsurance Pooling Agreement, rewritten effective January 1, 1987, including all Exhibits attached thereto, and as previously amended, is further amended by deleting Article X in its entirety and substituting therefor the following:


ARTICLE X


This Agreement shall be for a fixed term of three (3) years, and shall not be terminated or further amended prior to December 31, 2007 (the “Initial Term”), absent the occurrence of a material event not in the ordinary course of business that could reasonably be expected to impact the appropriateness of the percentage allocations of EMC’s net liabilities pursuant to Article V of this Agreement, such as the sale, dissolution or suspension of business of an Affiliated Company, or the acquisition by (or affiliation with) EMC of a subsidiary or affiliated company which desires to become a signatory to the Agreement; provided, however, that this Agreement shall be deemed to automatically renew at the end of the Initial Term for an additional term of three (3) years, and every three (3) years thereafter indefinitely (each such term being a “Renewal Term”), without any action by EMC or any Affiliated Company; provided further, however, that during a Renewal Term EMC or any Affiliated Company may terminate its participation in the Agreement effective January 1st of any year by providing at least ninety (90) days written notice to EMC and to each Affiliated Company of such company’s intent to terminate its participation in the Agreement.


Executed this 11th day of October, 2004, but effective January 1, 2005.


	
			
	Employers Mutual Casualty Company
	 
	Farm and City Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Robert C. Morlan

	 
	Bruce G. Kelley
	 
	 
	Robert C. Morlan,

	 
	Its President & CEO
	 
	 
	Its President & COO






	
			
	Dakota Fire Insurance Company
	 
	The Hamilton Mutual Insurance Company of Cincinnati, Ohio






	
					
	By:
	/s/ William A. Murray
	 
	By:
	/s/ William A. Murray

	 
	William A. Murray,
	 
	 
	William A. Murray,

	 
	Its Executive Vice President
	 
	 
	Its Executive Vice President






	
			
	EMC Property & Casualty Company
	 
	Illinois EMCASCO Insurance Company






	
					
	By:
	s/ William A. Murray
	 
	By:
	s/ William A. Murray

	 
	William A. Murray,
	 
	 
	William A. Murray,

	 
	Its Executive Vice President & COO
	 
	 
	Its Vice President and COO






	
			
	EMCASCO Insurance Company
	 
	Union Insurance Company of Providence






	
					
	By:
	/s/ William A. Murray
	 
	By:
	/s/ William A. Murray

	 
	William A. Murray,
	 
	 
	William A. Murray,

	 
	Its Executive Vice President & COO
	 
	 
	Its Vice Chairman & Executive Vice President





186






ADDENDUM #VI TO
EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY
AND
CERTAIN OF ITS AFFILIATED COMPANIES




This EMC Insurance Companies Reinsurance Pooling Agreement, rewritten effective January 1, 1987, including all Exhibits attached thereto, and as previously amended, is further amended by adding thereto:


ARTICLE XVIII


In the event that one of the Affiliated Companies becomes insolvent or is otherwise subject to liquidation or receivership proceedings, EMC shall adjust the net retained portion of its net liabilities and the other Affiliated Companies shall adjust their assumed portions of the net liabilities of EMC, each on a pro rata basis, so as to collectively absorb or assume in full the assumed portion of the net liabilities of EMC which would otherwise be the responsibility of such impaired Affiliated Company, but for the impairment.  In the event that EMC becomes insolvent or is otherwise subject to liquidation or receivership proceedings, the Affiliated Companies shall, on a pro rata basis, assume the remaining net liabilities of EMC which they had not previously assumed so that, collectively, they are assuming 100% of the net liabilities of EMC.  Notwithstanding the foregoing, however, no change in either EMC’s net retained portion of its net liabilities or any Affiliated Company's assumed portion of the net liabilities of EMC shall occur until EMC and the Affiliated Companies shall have complied with all regulatory requirements applicable to such change(s) under the laws of the states in which EMC or any of the Affiliated Companies are domiciled.


Executed this 11th day of October, 2004, but effective January 1, 2005.


	
			
	Employers Mutual Casualty Company
	 
	Farm and City Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Robert C. Morlan

	 
	Bruce G. Kelley
	 
	 
	Robert C. Morlan,

	 
	Its President & CEO
	 
	 
	Its President & COO






	
			
	Dakota Fire Insurance Company
	 
	The Hamilton Mutual Insurance Company of Cincinnati, Ohio






	
					
	By:
	/s/ William A. Murray
	 
	By:
	/s/ William A. Murray

	 
	William A. Murray,
	 
	 
	William A. Murray,

	 
	Its Executive Vice President
	 
	 
	Its Executive Vice President






	
			
	EMC Property & Casualty Company
	 
	Illinois EMCASCO Insurance Company






	
					
	By:
	s/ William A. Murray
	 
	By:
	s/ William A. Murray

	 
	William A. Murray,
	 
	 
	William A. Murray,

	 
	Its Executive Vice President & COO
	 
	 
	Its Vice President and COO






	
			
	EMCASCO Insurance Company
	 
	Union Insurance Company of Providence






	
					
	By:
	/s/ William A. Murray
	 
	By:
	/s/ William A. Murray

	 
	William A. Murray,
	 
	 
	William A. Murray,

	 
	Its Executive Vice President & COO
	 
	 
	Its Vice Chairman & Executive Vice President





187






ADDENDUM #VII TO
EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY
AND
CERTAIN OF ITS AFFILIATED COMPANIES


This EMC Insurance Companies Reinsurance Pooling Agreement, rewritten effective January 1, 1987, including all Exhibits attached thereto, and as previously amended, is further amended by adding thereto:


ARTICLE XIX
Notwithstanding the wording of this Agreement as contained in Article VII, it is agreed and understood that all development on prior years’ outstanding losses and loss expenses, whether favorable or adverse, shall be considered to be a component of losses and loss expenses and shall be pro-rated between the parties on the basis of their respective participation.  In addition, it is agreed and understood that all liabilities associated with insurance polices incepted by a party to this Agreement prior to the termination of such party's participation in the Agreement shall remain a part of and subject to this Agreement until such liabilities are legally and conclusively resolved.


Executed this 11th day of October, 2004, but effective January 1, 2005.


	
			
	Employers Mutual Casualty Company
	 
	Farm and City Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Robert C. Morlan

	 
	Bruce G. Kelley
	 
	 
	Robert C. Morlan,

	 
	Its President & CEO
	 
	 
	Its President & COO








	
			
	Dakota Fire Insurance Company
	 
	The Hamilton Mutual Insurance Company of Cincinnati, Ohio






	
					
	By:
	/s/ William A. Murray
	 
	By:
	/s/ William A. Murray

	 
	William A. Murray,
	 
	 
	William A. Murray,

	 
	Its Executive Vice President
	 
	 
	Its Executive Vice President






	
			
	EMC Property & Casualty Company
	 
	Illinois EMCASCO Insurance Company






	
					
	By:
	s/ William A. Murray
	 
	By:
	s/ William A. Murray

	 
	William A. Murray,
	 
	 
	William A. Murray,

	 
	Its Executive Vice President & COO
	 
	 
	Its Vice President and COO






	
			
	EMCASCO Insurance Company
	 
	Union Insurance Company of Providence






	
					
	By:
	/s/ William A. Murray
	 
	By:
	/s/ William A. Murray

	 
	William A. Murray,
	 
	 
	William A. Murray,

	 
	Its Executive Vice President & COO
	 
	 
	Its Vice Chairman & Executive Vice President







188






ADDENDUM # IX TO
EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT 
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY
AND
CERTAIN OF ITS AFFILIATED COMPANIES




This EMC Insurance Companies Reinsurance Pooling Agreement, rewritten effective January 1, 1987, including all Exhibits attached thereto, and as previously amended, is further amended by deleting Article VIII in its entirety and substituting therefor the following:


ARTICLE VIII


The obligations of the companies under this Agreement may be offset by reciprocal obligations so that the net amount only shall be required to be transferred, except no offset shall be valid under circumstances prohibited by Section 7427, New York Insurance Laws.  An accounting of all transactions shall be rendered quarterly, and the settling of balances shall be made within 45 days after the end of each quarter.  Except as otherwise required by the context of this Agreement, the amount of all payments between the companies under this Agreement shall be determined on the basis of the quarterly statements of the companies.  Notwithstanding anything herein contained, this Agreement shall not apply to the investment and income tax activities of the companies.




Executed this 8th day of November, 2007, but effective September 30, 2007.  




Employers Mutual Casualty Company




	
		
	By:
	/s/ Bruce G. Kelley

	 
	Bruce G. Kelley, Its President and CEO








Dakota Fire Insurance Company




	
		
	By:
	/s/ William A. Murray

	 
	William A. Murray, Its Vice Chairman & Executive Vice President










EMC Property & Casualty Company




	
		
	By:
	/s/ William A. Murray

	 
	William A. Murray, Its Executive Vice President & COO








EMCASCO Insurance Company




	
		
	By:
	/s/ William A. Murray

	 
	William A. Murray, Its Executive Vice President & COO





189






Farm and City Insurance Company




	
		
	By:
	/s/ Robert C. Morlan

	 
	Robert C. Morlan, Its President & COO








Hamilton Mutual Insurance Company




	
		
	By:
	/s/ William A. Murray

	 
	William A. Murray, Its Executive Vice President








Illinois EMCASCO Insurance Company




	
		
	By:
	/s/ William A. Murray

	 
	William A. Murray, Its Vice President & COO








Union Insurance Company of Providence




	
		
	By:
	/s/ William A. Murray

	 
	William A. Murray, Its Vice Chairman & Executive Vice President









190






ADDENDUM #X TO
EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT
BETWEEN
EMPLOYERS MUTUAL CASUALTY COMPANY
AND
CERTAIN OF ITS AFFILIATED COMPANIES




This EMC Insurance Companies Reinsurance Pooling Agreement, rewritten effective January 1, 1987, including all Exhibits attached thereto, and as previously amended, is further amended by adding thereto:


ARTICLE XX


Each party hereto agrees that if, as an assuming insurer, it fails to perform its obligations under the terms of this Agreement, then it, at the request of EMC or any Affiliated Company, will (a) submit to the jurisdiction of any court of competent jurisdiction in any state of the United States, (b) comply with all requirements necessary to give the court jurisdiction, and (c) abide by the final decision of the court or any appellate court if there is an appeal.  For the purpose of achieving authorized reinsurer status in North Carolina pursuant to North Carolina General Statute 58-7-21(b)(3), or any successor provision, each party hereto which is not licensed to transact the business of insurance in the State of North Carolina further designates the Insurance Commissioner (or equivalent elected or appointed official) of the State of North Carolina, or his or her designated attorney, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding begun by or on behalf of a company which is signatory to this Agreement.




Executed this 28th day of June, 2010, but effective July 1, 2010.  




Employers Mutual Casualty Company




	
		
	By:
	/s/ Bruce G. Kelley

	 
	Bruce G. Kelley, Its President and CEO








Dakota Fire Insurance Company




	
		
	By:
	/s/ William A. Murray

	 
	William A. Murray, Its Vice Chairman & Executive Vice President








EMC Property & Casualty Company




	
		
	By:
	/s/ William A. Murray

	 
	William A. Murray, Its Executive Vice President & COO









191






EMCASCO Insurance Company




	
		
	By:
	/s/ William A. Murray

	 
	William A. Murray, Its Executive Vice President & COO








Hamilton Mutual Insurance Company




	
		
	By:
	/s/ William A. Murray

	 
	William A. Murray, Its Executive Vice President








Illinois EMCASCO Insurance Company




	
		
	By:
	/s/ William A. Murray

	 
	William A. Murray, Its Executive Vice President & COO








Union Insurance Company of Providence




	
		
	By:
	/s/ William A. Murray

	 
	William A. Murray, Its Vice Chairman & Executive Vice President







192






INTEREST AND LIABILITIES EXHIBIT # I
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in the Reinsurance Pooling Agreement to which this exhibit is attached, by and between EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby cedes and transfers to the Affiliated Company, and the Affiliated Company hereby accepts reinsurance thereon, 2.5% of EMC’s net liabilities, pursuant to Article V, effective January 1, 1987.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the date of this Addendum, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	3.0%

	EMCASCO Insurance Company
	8.0%

	Illinois EMCASCO Insurance Company
	6.0%

	Union Mutual Insurance Company of Providence
	2.5%

	 
	24.5%

	EMC’s Net Retained Portions of its Net Liabilities is
	75.5%

	 
	100.0%






Executed by the parties hereto this 25th day of November, 1986.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Richard E. Haskins








	
	
	Union Mutual Insurance Company of Providence




	
		
	By:
	/s/Robb B. Kelley







193






AMENDMENT #I TO
INTEREST AND LIABILITIES EXHIBIT #I
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 1992.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Mutual Insurance Company of Providence
	2.5%

	 
	29.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	70.5%

	 
	100.0%






Executed by the parties hereto this 20th day of December, 1991.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Richard E. Haskins








	
	
	Union Mutual Insurance Company of Providence




	
		
	By:
	/s/Bruce G. Kelley







194






AMENDMENT #II TO
INTERESTS AND LIABILITY EXHIBIT I
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in Addendum #I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC and the affiliated company which is signatory to this Exhibit each do hereby ratify Addendum #I as a part of the Pooling Agreement effective from January 1, 1993.




Executed by the parties this 23rd day of December, 1992.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Bruce G. Kelley








	
	
	Union Mutual Insurance Company of Providence




	
		
	By:
	/s/Fred A. Schiek









195






AMENDMENT #III TO
INTEREST AND LIABILITIES EXHIBIT #I
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




This Amendment is effective January 1, 1997.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto this 26th day of March, 1997.






	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley






	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President, Treasurer and CEO










	
	
	Union Insurance Company of Providence






	
		
	By:
	/s/Fred A. Schiek






	
		
	Print Name and Title:
	Fred A. Schiek

	 
	Vice Chairman and Executive V.P.







196






AMENDMENT #IV TO
INTEREST AND LIABILITIES EXHIBIT #I
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




This Amendment is effective January 1, 1998.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	3.5%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto this 15th day of January, 1998.






	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley






	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President, and CEO










	
	
	Union Insurance Company of Providence






	
		
	By:
	/s/Ronald W. Jean






	
		
	Print Name and Title:
	Ronald W. Jean

	 
	Vice President and Actuary









197






AMENDMENT #V TO
INTEREST AND LIABILITIES EXHIBIT #I 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2005.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	41.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	59.0%

	 
	100.0%






Executed this 11th day of October, 2004, but effective January 1, 2005.






	
			
	Employers Mutual Casualty Company
	 
	Union Insurance Company of Providence






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Vice Chairman Executive Vice President

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)











198






AMENDMENT #VI TO
INTEREST AND LIABILITIES EXHIBIT #I 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto herby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise prohibit any adjustment to EMC’s net retained portion of its net liabilities or any amendment to the Affiliated Companies’ assumed portions of EMC’s net liabilities prior to January 1, 2008.


Executed this 3rd day of January, 2007, but effective January 1, 2007.






	
			
	Employers Mutual Casualty Company
	 
	Union Insurance Company of Providence






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Vice Chairman and Executive Vice President

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)









199






AMENDMENT #VII TO
INTEREST AND LIABILITIES EXHIBIT #I 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective December 31, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:


	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	13.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect, in the aggregate, on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto hereby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise, in part, prohibit any amendment to the Affiliated Companies' assumed portions of EMC's net liabilities prior to January 1, 2008 (except upon the occurrence of a material event not in the ordinary course of business, in which case not less than 12 months advance written notice is to be given to each participating company of any company’s intent to terminate its participation in the Pooling Agreement).


Executed this 4th day of January, 2008, but effective December 31, 2007.




	
			
	Employers Mutual Casualty Company
	 
	Union Insurance Company of Providence








	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Vice Chairman and Executive Vice President

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)











200






INTEREST AND LIABILITIES EXHIBIT # II
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in the Reinsurance Pooling Agreement to which this exhibit is attached, by and between EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby cedes and transfers to the Affiliated Company, and the Affiliated Company hereby accepts reinsurance thereon, 3% of EMC’s net liabilities, pursuant to Article V, effective January 1, 1987.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the date of this Addendum, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	3.0%

	EMCASCO Insurance Company
	8.0%

	Illinois EMCASCO Insurance Company
	6.0%

	Union Mutual Insurance Company of Providence
	2.5%

	 
	24.5%

	EMC’s Net Retained Portions of its Net Liabilities is
	75.5%

	 
	100.0%






Executed by the parties hereto this 25th day of November, 1986.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Richard E. Haskins








	
	
	Dakota Fire Insurance Company




	
		
	By:
	/s/Robb B. Kelley









201






AMENDMENT # I TO
INTEREST AND LIABILITIES EXHIBIT # II
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in the Reinsurance Pooling  Agreement to which this exhibit is attached, by and between EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby cedes and transfers to the Affiliated Company, and the Affiliated Company hereby accepts reinsurance thereon, 5% of EMC’s net liabilities, pursuant to Article V, effective January 1, 1992.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Mutual Insurance Company of Providence
	2.5%

	 
	29.5%

	EMC’s Net Retained Portions of its Net Liabilities is
	70.5%

	 
	100.0%






Executed by the parties hereto this 20th day of December, 1991.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Richard E. Haskins








	
	
	Dakota Fire Insurance Company




	
		
	By:
	/s/Bruce G. Kelley









202






AMENDMENT #II TO 
INTERESTS AND LIABILITY EXHIBIT  II
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in Addendum #I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC and the affiliated company which is signatory to this Exhibit each do hereby ratify Addendum #I as a part of the Pooling Agreement effective from January 1, 1993.


Executed by the parties this 23rd day of December, 1992.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Bruce G. Kelley








	
	
	Dakota Fire Insurance Company




	
		
	By:
	/s/Fred A. Schiek













203






AMENDMENT #III TO
INTEREST AND LIABILITIES EXHIBIT #II
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




This Amendment is effective January 1, 1997.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto this 26th day of March, 1997.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Bruce G. Kelley








	
	
	Dakota Fire Insurance Company




	
		
	By:
	/s/Fred A. Schiek









204






AMENDMENT #IV TO
INTEREST AND LIABILITIES EXHIBIT #II
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




This Amendment is effective January 1, 1998.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	3.5%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto this 15th day of January, 1998.






	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley






	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President, and CEO










	
	
	Dakota Fire Insurance Company






	
		
	By:
	/s/Ronald W. Jean






	
		
	Print Name and Title:
	Ronald W. Jean

	 
	Vice President and Actuary









205






AMENDMENT #V TO
INTEREST AND LIABILITIES EXHIBIT #II 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2005.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	41.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	59.0%

	 
	100.0%








Executed this 11th day of October, 2004, but effective January 1, 2005.






	
			
	Employers Mutual Casualty Company
	 
	Dakota Fire Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)









206






AMENDMENT #VI TO
INTEREST AND LIABILITIES EXHIBIT #II 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto herby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise prohibit any adjustment to EMC’s net retained portion of its net liabilities or any amendment to the Affiliated Companies’ assumed portions of EMC’s net liabilities prior to January 1, 2008.


Executed this 3rd day of January, 2007, but effective January 1, 2007.






	
			
	Employers Mutual Casualty Company
	 
	Dakota Fire Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)









207






AMENDMENT #VII TO
INTEREST AND LIABILITIES EXHIBIT #II 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective December 31, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:


	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	13.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect, in the aggregate, on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto hereby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise, in part, prohibit any amendment to the Affiliated Companies' assumed portions of EMC's net liabilities prior to January 1, 2008 (except upon the occurrence of a material event not in the ordinary course of business, in which case not less than 12 months advance written notice is to be given to each participating company of any company’s intent to terminate its participation in the Pooling Agreement).


Executed this 4th day of January, 2008, but effective December 31, 2007.




	
			
	Employers Mutual Casualty Company
	 
	Dakota Fire Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Vice Chairman &Executive Vice President

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)











208






INTEREST AND LIABILITIES EXHIBIT #III
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in the Reinsurance Pooling Agreement to which this exhibit is attached, by and between EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby cedes and transfer to the Affiliated Company, and the Affiliated Company hereby accepts reinsurance thereon, 6% of EMC’s net liabilities, pursuant to Article V, effective January 1, 1987.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the date of this Addendum, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	3.0%

	EMCASCO Insurance Company
	8.0%

	Illinois EMCASCO Insurance Company
	6.0%

	Union Mutual Insurance Company of Providence
	2.5%

	 
	24.5%

	EMC’s Net Retained Portions of its Net Liabilities is
	75.5%

	 
	100.0%








Executed by the parties hereto this 25th day of November, 1986.






	
	
	EMPLOYERS MUTUAL CASUALTY COMPANY




	
		
	By:
	/s/Richard E. Haskins








	
	
	ILLINOIS EMCASCO INSURANCE COMPANY




	
		
	By:
	/s/Robb B. Kelley











209






AMENDMENT # I TO
INTEREST AND LIABILITIES EXHIBIT # III
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in the Reinsurance Pooling Agreement to which this exhibit is attached, by and between EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby cedes and transfers to the Affiliated Company, and the Affiliated Company hereby accepts reinsurance thereon, 8% of EMC’s net liabilities, pursuant to Article V, effective January 1, 1992.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Mutual Insurance Company of Providence
	2.5%

	 
	29.5%

	EMC’s Net Retained Portions of its Net Liabilities is
	70.5%

	 
	100.0%






Executed by the parties hereto this 20th day of December, 1991.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Richard E. Haskins








	
	
	Illinois EMCASCO Insurance Company




	
		
	By:
	/s/Bruce G. Kelley











210






AMENDMENT #II TO 
INTERESTS AND LIABILITY EXHIBIT  III
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in Addendum #I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC and the affiliated company which is signatory to this Exhibit each do hereby ratify Addendum #I as a part of the Pooling Agreement effective from January 1, 1993.


Executed by the parties this 23rd day of December, 1992.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Bruce G. Kelley








	
	
	Illinois EMCASCO Insurance Company




	
		
	By:
	/s/Fred A. Schiek







211






AMENDMENT #III TO
INTEREST AND LIABILITIES EXHIBIT #III
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




This Amendment is effective January 1, 1997.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto this 26th day of March, 1997.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Bruce G. Kelley








	
	
	Illinois EMCASCO Insurance Company




	
		
	By:
	/s/Fred A. Schiek









212






AMENDMENT #IV TO
INTEREST AND LIABILITIES EXHIBIT #III
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




This Amendment is effective January 1, 1998.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	3.5%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto this 15th day of January, 1998.






	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley




	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President, and CEO










	
	
	Illinois EMCASCO Insurance Company






	
		
	By:
	/s/Ronald W. Jean




	
		
	Print Name and Title:
	Ronald W. Jean

	 
	Vice President and Actuary









213






AMENDMENT #V TO
INTEREST AND LIABILITIES EXHIBIT #III 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2005.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	41.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	59.0%

	 
	100.0%






Executed this 11th day of October, 2004, but effective January 1, 2005.






	
			
	Employers Mutual Casualty Company
	 
	Illinois EMCASCO Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President and COO

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)











214






AMENDMENT #VI TO
INTEREST AND LIABILITIES EXHIBIT #III 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto herby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise prohibit any adjustment to EMC’s net retained portion of its net liabilities or any amendment to the Affiliated Companies’ assumed portions of EMC’s net liabilities prior to January 1, 2008.


Executed this 3rd day of January, 2007, but effective January 1, 2007.






	
			
	Employers Mutual Casualty Company
	 
	Illinois EMCASCO Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President and COO

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)









215






AMENDMENT #VII TO
INTEREST AND LIABILITIES EXHIBIT #III
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective December 31, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:


	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	13.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect, in the aggregate, on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto hereby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise, in part, prohibit any amendment to the Affiliated Companies' assumed portions of EMC's net liabilities prior to January 1, 2008 (except upon the occurrence of a material event not in the ordinary course of business, in which case not less than 12 months advance written notice is to be given to each participating company of any company’s intent to terminate its participation in the Pooling Agreement).


Executed this 4th day of January, 2008, but effective December 31, 2007.




	
			
	Employers Mutual Casualty Company
	 
	Illinois EMCASCO Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President and COO

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)











216






INTEREST AND LIABILITIES EXHIBIT #IV
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in the Reinsurance Pooling Agreement to which this exhibit is attached, by and between EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby cedes and transfers to the Affiliated Company, and the Affiliated Company hereby accepts reinsurance thereon, 8% of EMC’s net liabilities, pursuant to Article V, effective January 1, 1987.  The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the date of this Addendum, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	3.0%

	EMCASCO Insurance Company
	8.0%

	Illinois EMCASCO Insurance Company
	6.0%

	Union Mutual Insurance Company of Providence
	2.5%

	 
	24.5%

	EMC’s Net Retained Portions of its Net Liabilities is
	75.5%

	 
	100.0%






Executed by the parties hereto this 25th day of November, 1986.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Richard E. Haskins








	
	
	EMCASCO Insurance Company




	
		
	By:
	/s/Robb B. Kelley









217






AMENDMENT # I TO
INTEREST AND LIABILITIES EXHIBIT #IV
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in the Reinsurance Pooling Agreement to which this exhibit is attached, by and between EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby cedes and transfers to the Affiliated Company, and the Affiliated Company hereby accepts reinsurance thereon, 9% of EMC’s net liabilities, pursuant to Article V, effective January 1, 1992.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Mutual Insurance Company of Providence
	2.5%

	 
	29.5%

	EMC’s Net Retained Portions of its Net Liabilities is
	70.5%

	 
	100.0%






Executed by the parties hereto this 20th day of December, 1991.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Richard E. Haskins








	
	
	EMCASCO Insurance Company




	
		
	By:
	/s/Bruce G. Kelley







218






AMENDMENT #II TO 
INTERESTS AND LIABILITY EXHIBIT IV
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in Addendum #I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC and the affiliated company which is signatory to this Exhibit each do hereby ratify Addendum #I as a part of the Pooling Agreement effective from January 1, 1993.


Executed by the parties this 23rd day of December, 1992.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Bruce G. Kelley








	
	
	EMCASCO Insurance Company




	
		
	By:
	/s/Fred A. Schiek











219






AMENDMENT #III TO
INTEREST AND LIABILITIES EXHIBIT #IV
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




This Amendment is effective January 1, 1997.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto this 26th day of March, 1997.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Bruce G. Kelley








	
	
	EMCASCO Insurance Company




	
		
	By:
	/s/Fred A. Schiek









220






AMENDMENT #IV TO
INTEREST AND LIABILITIES EXHIBIT #IV
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




This Amendment is effective January 1, 1998.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	3.5%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto this 15th day of January, 1998.






	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley




	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President, and CEO










	
	
	EMCASCO Insurance Company






	
		
	By:
	/s/Ronald W. Jean




	
		
	Print Name and Title:
	Ronald W. Jean

	 
	Vice President and Actuary









221






AMENDMENT #V TO
INTEREST AND LIABILITIES EXHIBIT #IV 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2005.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	41.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	59.0%

	 
	100.0%






Executed this 11th day of October, 2004, but effective January 1, 2005.






	
			
	Employers Mutual Casualty Company
	 
	EMCASCO Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President and COO

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)











222






AMENDMENT #VI TO
INTEREST AND LIABILITIES EXHIBIT #IV 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto herby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise prohibit any adjustment to EMC’s net retained portion of its net liabilities or any amendment to the Affiliated Companies’ assumed portions of EMC’s net liabilities prior to January 1, 2008.


Executed this 3rd day of January, 2007, but effective January 1, 2007.






	
			
	Employers Mutual Casualty Company
	 
	EMCASCO Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President and COO

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)









223






AMENDMENT #VII TO
INTEREST AND LIABILITIES EXHIBIT #IV
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective December 31, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:


	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	13.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect, in the aggregate, on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto hereby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise, in part, prohibit any amendment to the Affiliated Companies' assumed portions of EMC's net liabilities prior to January 1, 2008 (except upon the occurrence of a material event not in the ordinary course of business, in which case not less than 12 months advance written notice is to be given to each participating company of any company’s intent to terminate its participation in the Pooling Agreement).


Executed this 4th day of January, 2008, but effective December 31, 2007.




	
			
	Employers Mutual Casualty Company
	 
	EMCASCO Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President and COO

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)









224






INTEREST AND LIABILITIES EXHIBIT #V
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in the Reinsurance Pooling Agreement to which this exhibit is attached, by and between EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby cedes and transfers to the Affiliated Company, and the Affiliated Company hereby accepts reinsurance thereon, 5% of EMC’s net liabilities, pursuant to Article V, effective January 1, 1987.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the date of this Addendum, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	3.0%

	EMCASCO Insurance Company
	8.0%

	Illinois EMCASCO Insurance Company
	6.0%

	Union Mutual Insurance Company of Providence
	2.5%

	 
	24.5%

	EMC’s Net Retained Portions of its Net Liabilities is
	75.5%

	 
	100.0%






Executed by the parties hereto this 25th day of November, 1986.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Richard E. Haskins








	
	
	American Liberty Insurance Company




	
		
	By:
	/s/Robb B. Kelley













225






AMENDMENT #I TO
INTEREST AND LIABILITIES EXHIBIT #V
TO EMPLOYERS MUTUAL COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 1992.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Mutual Insurance Company of Providence
	2.5%

	 
	29.5%

	EMC’s Net Retained Portions of its Net Liabilities is
	70.5%

	 
	100.0%






Executed by the parties hereto this 20th day of December, 1991.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Richard E. Haskins








	
	
	American Liberty Insurance Company




	
		
	By:
	/s/Bruce G. Kelley









226






AMENDMENT #II TO 
INTERESTS AND LIABILITY EXHIBIT V
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in Addendum #I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC and the affiliated company which is signatory to this Exhibit each do hereby ratify Addendum #I as a part of the Pooling Agreement effective from January 1, 1993.


Executed by the parties this 23rd day of December, 1992.






	
	
	Employers Mutual Casualty Company




	
		
	By:
	/s/Bruce G. Kelley








	
	
	American Liberty Insurance Company




	
		
	By:
	/s/Fred A. Schiek









227






AMENDMENT #III TO
INTEREST AND LIABILITIES EXHIBIT #V
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




This Amendment is effective January 1, 1997.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto this 26th day of March, 1997.






	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley




	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President, Treasurer and CEO










	
	
	American Liberty Insurance Company






	
		
	By:
	/s/Fred A. Schiek




	
		
	Print Name and Title:
	Fred A. Schiek

	 
	Executive Vice President











228






AMENDMENT #IV TO
INTEREST AND LIABILITIES EXHIBIT #V
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


In consideration of the covenants and agreements reflected in the Reinsurance Pooling Agreement to which this exhibit is attached, by and between EMC and the Affiliated Company which is signatory to this exhibit, EMC herby cedes and transfers to the Affiliated Company, and the Affiliated Company hereby accepts reinsurance thereon, 3.5% of EMC’s net liabilities, pursuant to Article V, effective January 1, 1998.


The affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	3.5%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto this 15th day of January, 1998.






	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley




	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President and CEO










	
	
	American Liberty Insurance Company






	
		
	By:
	/s/Ronald W. Jean




	
		
	Print Name and Title:
	Ronald W. Jean

	 
	Vice President and Actuary











229






AMENDMENT #V TO
INTEREST AND LIABILITIES EXHIBIT #V 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2005.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	41.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	59.0%

	 
	100.0%






Executed this 11th day of October, 2004, but effective January 1, 2005.






	
			
	Employers Mutual Casualty Company
	 
	EMC Property & Casualty Company
(f/k/a American Liberty Insurance Company)






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President and COO

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)











230






AMENDMENT #VI TO
INTEREST AND LIABILITIES EXHIBIT #V 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto herby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise prohibit any adjustment to EMC’s net retained portion of its net liabilities or any amendment to the Affiliated Companies’ assumed portions of EMC’s net liabilities prior to January 1, 2008.


Executed this 3rd day of January, 2007, but effective January 1, 2007.






	
			
	Employers Mutual Casualty Company
	 
	EMC Property & Casualty Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President and COO

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)









231






AMENDMENT #VII TO
INTEREST AND LIABILITIES EXHIBIT #V
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective December 31, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:


	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	13.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect, in the aggregate, on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto hereby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise, in part, prohibit any amendment to the Affiliated Companies' assumed portions of EMC's net liabilities prior to January 1, 2008 (except upon the occurrence of a material event not in the ordinary course of business, in which case not less than 12 months advance written notice is to be given to each participating company of any company’s intent to terminate its participation in the Pooling Agreement).


Executed this 4th day of January, 2008, but effective December 31, 2007.




	
			
	Employers Mutual Casualty Company
	 
	EMC Property & Casualty Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President and COO

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)







232






INTEREST AND LIABILITIES EXHIBIT #VI
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


In consideration of the covenants and agreements reflected in the Reinsurance Pooling Agreement to which this exhibit is attached, by and between EMC and the Affiliated Company which is signatory to this exhibit, EMC herby cedes and transfers to the Affiliated Company, and the Affiliated Company hereby accepts reinsurance thereon, 5 % of EMC’s net liabilities, pursuant to Article V, effective January 1, 1997.


The affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Addendum, as follows:




	
		
	American Liberty Insurance Company
	5.0%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto this 26th day of March, 1997.






	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley




	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President, Treasurer & CEO










	
	
	The Hamilton Mutual Insurance Company of 
Cincinnati, Ohio






	
		
	By:
	/s/Jeffrey E. Felts




	
		
	Print Name and Title:
	Jeffrey E. Felts

	 
	President & CEO









233






ENDORSEMENT NO. I TO
REINSURANCE POOLING AGREEMENT BETWEEN
HAMILTON MUTUAL INSURANCE COMPANY OF CINCINNATI, OHIO
AND EMPLOYERS MUTUAL CASUALTY COMPANY


Whereas, pursuant to Article XV of the Reinsurance Pooling Agreement (“Agreement”) to which this endorsement is attached, Employers Mutual Casualty Company (“EMC”) retains its voluntary reinsurance assumed business rather than ceding it to the Affiliated Companies (as defined in the Agreement), and because EMC and Hamilton Mutual Insurance Company of Cincinnati, Ohio (“Hamilton Mutual”) concur that similar treatment should be afforded to Hamilton Mutual’s voluntary reinsurance assumed business, it is agreed and understood by the parties hereto that, notwithstanding any language in Article II of the aforesaid Reinsurance Pooling Agreement to the contrary, Hamilton Mutual shall retain all of its obligations incurred under or in connection with any contracts or agreements to which Hamilton Mutual is a party as of the effective date of this endorsement, and under which Hamilton Mutual has assumed or incurred any actual or potential reinsurance liabilities or commitments, and such business shall not be subject to cession and transfer by Hamilton Mutual to EMC.


This contract or endorsement may be terminated only upon mutual agreement of both parties hereto.


Executed by the parties hereto this 26th day of March, 1997, but effective the 1st day of January, 1997.






	
	
	The Hamilton Mutual Insurance Company of 
Cincinnati, Ohio






	
		
	By:
	/s/Jeffrey E. Felts

	 
	(signature)




	
		
	Print Name and Title:
	Jeffrey E. Felts

	 
	President & CEO










	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley

	 
	(signature)




	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President, Treasurer & CEO









234






AMENDMENT #I TO
INTEREST AND LIABILITIES EXHIBIT #VI
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


In consideration of the covenants and agreements as reflected an Addendum #I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC and the Affiliated Company which is signatory to this Exhibit each do hereby ratify Addendum #I as a part of the Reinsurance Pooling Agreement effective from January 1, 1997.


Executed by the parties hereto this 26th day of March, 1997.






	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley




	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President, Treasurer and CEO












	
	
	The Hamilton Mutual Insurance Company of 
Cincinnati, Ohio






	
		
	By:
	/s/Jeffrey E. Felts




	
		
	Print Name and Title:
	Jeffrey E. Felts

	 
	President and CEO









235






AMENDMENT #II TO
INTEREST AND LIABILITIES EXHIBIT #VI
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




This Amendment is effective January 1, 1998.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	3.5%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto the 15th day of January, 1998.






	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley




	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President and CEO












	
	
	The Hamilton Mutual Insurance Company of 
Cincinnati, Ohio






	
		
	By:
	/s/Ronald W. Jean




	
		
	Print Name and Title:
	Ronald W. Jean

	 
	Vice President and Actuary









236






AMENDMENT #III TO
INTEREST AND LIABILITIES EXHIBIT #VI 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2005.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	41.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	59.0%

	 
	100.0%






Executed this 11th day of October, 2004, but effective January 1, 2005.






	
			
	Employers Mutual Casualty Company
	 
	The Hamilton Mutual Insurance Company of Cincinnati, Ohio






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)











237






AMENDMENT #IV TO
INTEREST AND LIABILITIES EXHIBIT #VI 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto herby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise prohibit any adjustment to EMC’s net retained portion of its net liabilities or any amendment to the Affiliated Companies’ assumed portions of EMC’s net liabilities prior to January 1, 2008.


Executed this 3rd day of January, 2007, but effective January 1, 2007.






	
			
	Employers Mutual Casualty Company
	 
	The Hamilton Mutual Insurance Company
(f/k/a The Hamilton Mutual Insurance Company of Cincinnati, Ohio)






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)









238






AMENDMENT #V TO
INTEREST AND LIABILITIES EXHIBIT #VI
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective December 31, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:


	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	13.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect, in the aggregate, on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto hereby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise, in part, prohibit any amendment to the Affiliated Companies' assumed portions of EMC's net liabilities prior to January 1, 2008 (except upon the occurrence of a material event not in the ordinary course of business, in which case not less than 12 months advance written notice is to be given to each participating company of any company’s intent to terminate its participation in the Pooling Agreement).


Executed this 4th day of January, 2008, but effective December 31, 2007.




	
			
	Employers Mutual Casualty Company
	 
	Hamilton Mutual Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ William A. Murray

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	William A. Murray

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	Executive Vice President

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)







239






INTEREST AND LIABILITIES EXHIBIT #VII
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements reflected in the Reinsurance Pooling Agreement to which this exhibit is attached, by and between EMC and the Affiliated Company which is signatory to this exhibit, EMC hereby accepts reinsurance thereon, 1.5% of EMC’s net liabilities, pursuant to Article V, effective January 1, 1998.
 
The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	American Liberty Insurance Company
	3.5%

	Dakota Fire Insurance Company
	5.0%

	EMCASCO Insurance Company
	9.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	8.0%

	Union Insurance Company of Providence
	2.5%

	 
	34.5%

	EMC’s Net Retained Portion of its Net Liabilities is
	65.5%

	 
	100.0%






Executed by the parties hereto this 15th day of January, 1998.






	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley




	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President and CEO












	
	
	Farm and City Insurance Company






	
		
	By:
	/s/Ronald W. Jean




	
		
	Print Name and Title:
	Ronald W. Jean

	 
	Vice President and Actuary











240






AMENDMENT #I TO
INTEREST AND LIABILITIES EXHIBIT #VII
TO EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT




In consideration of the covenants and agreements as reflected in Addendum #I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC and the Affiliated Company which is signatory to this Exhibit each do hereby ratify Addendum #I as a part of the Reinsurance Pooling Agreement effective from January 1, 1998.


Executed by the parties hereto this 15th day of January, 1998.






	
	
	Employers Mutual Casualty Company






	
		
	By:
	/s/Bruce G. Kelley




	
		
	Print Name and Title:
	Bruce G. Kelley

	 
	President and CEO












	
	
	Farm and City Insurance Company






	
		
	By:
	/s/Ronald W. Jean




	
		
	Print Name and Title:
	Ronald W. Jean

	 
	Vice President and Actuary









241






 AMENDMENT #II TO
INTEREST AND LIABILITIES EXHIBIT #VII 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2005.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company of Cincinnati, Ohio
	5.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	41.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	59.0%

	 
	100.0%






Executed this 11th day of October, 2004, but effective January 1, 2005.






	
			
	Employers Mutual Casualty Company
	 
	Farm and City Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Robert G. Morlan

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	Robert G. Morlan

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	President and COO

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)









242






AMENDMENT #III TO
INTEREST AND LIABILITIES EXHIBIT #VII 
TO THE EMC INSURANCE COMPANIES
REINSURANCE POOLING AGREEMENT


This Amendment is effective January 1, 2007.


The Affiliated Companies signatory to this Agreement and their assumed portions of the net liabilities of EMC are, as of the effective date of this Amendment, as follows:




	
		
	Dakota Fire Insurance Company
	6.5%

	EMC Property & Casualty Company
	3.5%

	EMCASCO Insurance Company
	12.0%

	Farm and City Insurance Company
	1.5%

	Hamilton Mutual Insurance Company
	2.0%

	Illinois EMCASCO Insurance Company
	10.0%

	Union Insurance Company of Providence
	2.5%

	 
	38.0%

	EMC’s Net Retained Portion of its Net Liabilities is
	62.0%

	 
	100.0%






With the approval of the Iowa Insurance Division (which has been granted because this Amendment will have no effect on the portions of the net liabilities of EMC which are assumed by those Affiliated Companies signatory to this Agreement that are wholly-owned subsidiaries of EMC Insurance Group Inc., a publicly-traded affiliate), the signatories hereto herby waive the provisions of Article X of this Agreement, as amended by Addendum #V to this Agreement (effective January 1, 2005), which would otherwise prohibit any adjustment to EMC’s net retained portion of its net liabilities or any amendment to the Affiliated Companies’ assumed portions of EMC’s net liabilities prior to January 1, 2008.


Executed this 3rd day of January, 2007, but effective January 1, 2007.






	
			
	Employers Mutual Casualty Company
	 
	Farm and City Insurance Company






	
					
	By:
	/s/ Bruce G. Kelley
	 
	By:
	/s/ Robert C. Morlan

	 
	(signature)
	 
	 
	(signature)

	 
	 
	 
	 
	 

	 
	Bruce G. Kelley
	 
	 
	Robert C. Morlan

	 
	 
	 
	 
	 

	 
	President and CEO
	 
	 
	President and COO

	 
	(Print Name and Title)
	 
	 
	(Print Name and Title)













243