Exhibit
            10.3


             


            
            UNITED FIRE & CASUALTY COMPANY


            
            NONQUALIFIED DEFERRED COMPENSATION PLAN


             


            
            This United Fire & Casualty Company Nonqualified Deferred
            Compensation Plan (the Plan) is adopted by United Fire & Casualty Company (the
            Employer) for certain of its executive employees, and amends and restates, subject to
            the provisions in the following paragraph, the United Fire & Casualty Company
            Executive Supplemental Retirement and Deferred Compensation Plan previously adopted by
            the Employer effective January 1, 1995, as amended ("Previous Plan"). This amended and
            restated Plan is effective as of January 1, 2007. The Plan is intended to provide
            certain employees with supplemental retirement income and to offer those employees an
            opportunity to elect to defer the receipt of compensation in order to provide
            termination of employment and related benefits taxable pursuant to Section 451 of the
            Internal Revenue Code of 1986, as amended (the Code). The Plan is intended to be a
            top-hat plan (i.e., an unfunded deferred compensation plan maintained for a select
            group of management or highly compensated employees) under Sections 201(2), 301(a)(3),
            and 401(a)(1) of the Employee Retirement Income Security Act of 1974
            (ERISA).


            
             


            
            This amended and restated Plan is intended to bring the Previous Plan
            into compliance with the provisions of §409A of the Internal Revenue Code, as
            amended, and all notices, rulings and regulations issued or applicable with respect to
            §409A. Except as may be otherwise specifically provided herein, nothing in this
            amended and restated Plan shall be interpreted or construed to enhance an existing
            benefit or right under the Previous Plan, or add a new benefit or right to the Previous
            Plan. To the extent that any provision of this Plan would constitute a "material
            modification" (within the meaning of §409A) of the Previous Plan, such provision
            shall, except as specifically provided herein, be deemed ineffective, and the remainder
            of the Plan shall be construed in such a manner that no existing benefit or right under
            the Previous Plan is enhanced , and no new benefit or right is added to the Previous
            Plan.


             


            
                	
                            
                             

                        	
                            
                            ARTICLE I - DEFINITIONS

                        


            


             


            
            1.1       "Account" means the balance
            credited to a Participant's or Beneficiary's Plan account, including contributions,
            interest, income, gains, and losses (to the extent realized as determined by the
            Employer, in its discretion) credited thereto. A Participant's or Beneficiary's Account
            shall be determined as of the date of reference.


             


            
            1.2       "Beneficiary" means any
            person or persons so designated in accordance with the provisions of Article
            VII.


             


            
            1.3       "Code" means the Internal
            Revenue Code of 1986 and the regulations thereunder, as amended from time to
            time.


             


            
            1.4       "Compensation" means the
            total current cash remuneration paid by the Employer to an Eligible Employee with
            respect to his or her service for the Employer (as determined by the
            Employer).


             


            
            1


             

            
            


            

            

             


            
            1.5       "Disability" means a
            medically determinable physical or mental impairment of a Participant which renders the
            Participant unable to engage in any substantial gainful activity, and is expected to
            result in death, or expected to last for a continuous period of not less than 12
            months. A Participant shall also be considered disabled if he is, by reason of any
            medically determinable physical or mental impairment which can be expected to result in
            death, or can be expected to last for a continuous period of not less than 12 months,
            receiving income replacement benefits for a period of not less than 3 months under an
            accident and health plan covering employees of the Employer. The disability of a
            Participant shall be determined by a physician chosen by the Employer.


             


            
            1.6       "Effective Date" means the
            effective date of the Plan, which shall be January 1, 2007.


             


            
            1.7       "Eligible Employee" means,
            for any Plan Year (or applicable portion thereof), a person employed by the Employer
            who is determined by the Employer to be a member of a select group of management or
            highly compensated employees and who is designated by the Employer to be an Eligible
            Employee under the Plan. By November 1 of each year, the Employer shall notify those
            individuals, if any, who will be Eligible Employees for the next Plan Year. If the
            Employer determines that an individual first becomes an Eligible Employee during a Plan
            Year, the Employer shall notify such individual of its determination and of the date
            during the Plan Year on which the individual shall first become an Eligible
            Employee.


             


            
            1.8       "Employer" means United
            Fire & Casualty Company and its successors and assigns unless otherwise herein
            provided, or any other corporation or business organization that, with the consent of
            United Fire & Casualty Company or its successors or assigns, assumes the Employer's
            obligations hereunder, or any other corporation or business organization that agrees,
            with the consent of United Fire & Casualty Company, to become a party to the
            Plan.


             


            
            1.9       "Entry Date" with respect
            to an Eligible Employee means the first day of the pay period following the date on
            which the Eligible Employee elects to participate in the Plan. If an individual first
            becomes an Eligible Employee during a Plan Year, they must make an election to
            participate in the Plan as provided herein within thirty (30) days after they first
            become an Eligible Employee. Such deferral election shall apply only to services
            performed after the election is made.


             


            
            1.10     "Participant" means any person so
            designated in accordance with the provisions of Article II, including, where
            appropriate according to the context of the Plan, any former employee who is or may
            become (or whose Beneficiaries may become) eligible to receive a benefit under the
            Plan.


             


            
            1.11     "Participant Enrollment and Election
            Form" means the form or forms on which a Participant elects to defer Compensation
            hereunder and on which the Participant makes certain other designations as required
            thereon.


             


            
                	
                            
                             

                        	
                            
                            1.12

                        	
                            
                            "Plan" means this United Fire & Casualty Company
                            Nonqualified Deferred

                        


            


             


            
            2


             

            
            


            

            

            
            Compensation Plan, as amended from time to time.


             


            
            1.13     "Plan Year" means the twelve (12)
            month period ending on December 31 of each year during which the Plan is in
            effect.


             


            
            1.14     "Valuation Date" means the December 31
            of each Plan Year and any other date that the Employer, in its sole discretion,
            designates as a Valuation Date.


             


            
                	
                            
                             

                        	
                            
                            ARTICLE II - ELIGIBILITY AND
                            PARTICIPATION

                        


            


             


            
            2.1       
            Requirements. Every Eligible Employee on
            the Effective Date shall be eligible to become a Participant on the Effective Date.
            Every other Eligible Employee shall be eligible to become a Participant on the first
            Entry Date occurring on or after the date on which he or she becomes an Eligible
            Employee. No individual shall become a Participant, however, if he or she is not an
            Eligible Employee on the date his or her participation is to begin. Participation in
            the Plan is voluntary. In order to participate, an otherwise Eligible Employee must
            make written application in such manner as may be required by Section 3.1 and by the
            Employer and must agree to make Compensation Deferrals as provided in Article
            III.


             


            
            2.2       
            Reemployment. If a Participant whose
            employment with the Employer is terminated is subsequently reemployed, he or she shall
            become a Participant again in accordance with the provisions of Section 2.1.


             


            
            2.3       
            Change of Employment Category. During any
            period in which a Participant remains in the employ of the Employer, but ceases to be
            an Eligible Employee, he or she shall not be eligible to make Compensation Deferrals
            hereunder.


             


            
            ARTICLE III - DEFERRALS, CONTRIBUTIONS AND CREDITS


             


            
            3.1       
            Compensation Deferrals. In accordance with
            rules established by the Employer, a Participant may elect to defer Compensation that
            is due to be earned and that would otherwise be paid to the Participant, in a lump sum
            or in any fixed periodic dollar amounts designated by the Participant. Amounts so
            deferred will be considered a Participant's "Compensation Deferrals." Ordinarily, a
            Participant shall make such an election with respect to a coming twelve (12) month Plan
            Year during the period beginning on the November 1 and ending on the December 31 of the
            prior Plan Year or during such other period established by the Employer.


             


            
            Compensation Deferrals shall be made through regular payroll deductions
            or through an election by the Participant to defer the payment of Performance-Based
            Compensation that is not yet payable to him or her at the time of the election. The
            Participant may, in accordance with regulations issued by the Treasury Department,
            reduce or revoke his or her payroll deduction Compensation Deferral amount as of, and
            by written notice delivered to the Employer at least thirty (30) days prior to, the
            beginning of any regular payroll period, with such reduction being first effective for
            Compensation to be earned in that payroll period. Once made, a Compensation
            Deferral


             


            
            3


             

            
            


            

            

            
            payroll deduction election shall continue in force indefinitely, until
            changed by the Participant on a subsequent Participant Enrollment and Election Form
            provided by the Employer. Compensation Deferrals shall be deducted by the Employer from
            the pay of a deferring Participant and shall be credited to the Account of the
            deferring Participant.


            
             


            
            3.2       
            Performance-Based Compensation Deferrals.
            As used in this Plan, "Performance-Based Compensation" shall have the meaning set forth
            in Section 409A(a)(4)(B)(iii) of the Internal Revenue Code, as amended. In the case of
            any Performance-Based Compensation based on services performed over a period of at
            least 12 months, a Participant shall make an election to defer some or all of such
            Performance-Based Compensation with respect to a coming twelve (12) month Plan Year
            during the period beginning on November 1 and ending on the latest of the following
            dates: a) December 31 of the prior Plan Year; or, b) to the extent it would not be
            considered a material modification of the Previous Plan, no later than six (6) months
            before the end of the coming twelve (12) month Plan Year; or c) during such other
            period established by the Employer.


             


            
            3.3       
            Contributions and Credits to Accounts.
            There shall be established and maintained by the Employer a separate Plan Account in
            the name of each Participant which shall be credited or debited with: (a) amounts equal
            to the Participant's Compensation Deferrals, (b) amounts equal to the Participant's
            Performance-Based Compensation Deferrals, (c) an amount of interest each Plan Year
            beginning in the first Plan Year of the Participant's participation and ending the Plan
            Year prior to the Plan Year in which the Participant terminates employment equal to a
            percentage to be determined by the Company's Chief Executive Officer from time to time,
            and (d) any income, gains, or losses (to the extent realized, based upon fair market
            value of the Account's assets, as determined by the Employer, in its discretion)
            attributable or allocable to (a), (b) and (c). The Employer shall have the discretion
            to allocate such income, gains, or losses among Plan Accounts pursuant to such
            allocation rules as the Employer deems to be reasonable and administratively
            practicable.


             


            
            ARTICLE IV - ALLOCATION OF FUNDS


             


            
            4.1       
            Allocation of Earnings or Losses on
            Accounts. The Participant's Plan Account will be credited or
            debited with income, gains or losses as follows: As of each Valuation Date, an amount
            equal to the net increase or decrease in realizable net asset value or credited
            interest, as applicable (as determined by the Employer), since the preceding Valuation
            Date shall be allocated among all Participants' Accounts in accordance with the ratio
            that the portion of the Account of each Participant bears to the aggregate of all
            Participant Accounts.


             


            
            4.2       
            Accounting for Distributions. As of the
            date of any distribution hereunder, the distribution to a Participant or his or her
            Beneficiary or Beneficiaries shall be charged to such Participant's Account.


             


            
            4.3       
            Separate Accounts. A separate account under
            the Plan shall be established and maintained by the Employer to reflect the Account for
            each Participant with subaccounts, if appropriate, to show separately the earnings and
            losses credited or debited to such Account.


             


            
            4


             

            
            


            

            

             


            
            4.4       
            Interim Valuations. If it is determined by
            the Employer that the value of the Participant Accounts as of any date on which
            distributions are to be made differs materially from the value of the Participant
            Accounts on the prior Valuation Date upon which the distribution is to be based, the
            Employer, in its discretion, shall have the right to designate any date in the interim
            as a Valuation Date for the purpose of revaluing the Participant Accounts so that the
            Account from which the distribution is being made will, prior to the distribution,
            reflect its share of such material difference in value.


             


            
            ARTICLE V - ENTITLEMENT TO BENEFITS


             


            
            5.1       
            Employment Termination Benefit. Employer
            agrees that it shall pay each Participant the Employment Termination Benefit,
            Disability Benefit or Death Benefit described in Article VI below, upon the
            Participant's retirement, death or Disability at the time, and in the form and manner
            hereafter provided. The Employer will withhold from payments under this Plan any monies
            necessary to comply with federal or state employment and income tax withholding
            regulations. At the time of payment to the Participant or the Participant’s
            designated beneficiary hereunder, the Participant or the Participant’s designated
            beneficiary shall cease to have any further claim or interest under this Plan. Any
            payments due under this Plan will be paid by the Employer from its general
            assets.


             


            
            5.2       
            Reemployment of Recipient. If a Participant
            receiving an Employment Termination Benefit or Disability Benefit as provided in
            Article VI is reemployed by the Employer, the remaining distributions due to the
            Participant shall be suspended until such time as the Participant (or his or her
            Beneficiary) once again becomes eligible to receive such benefits, at which time such
            distributions shall re-commence, subject to the limitations and conditions contained in
            this Plan.


             


             


            
            ARTICLE VI --- DISTRIBUTION OF BENEFITS


             


            
            6.1       
            Employment Termination Benefit. Upon a
            Participant's termination of employment with the Employer, and in accordance with the
            method of payment provided under Section 6.4, the Participant shall receive an
            Employment Termination Benefit equal to a percentage of the entire value of the
            Participant's Account based on the number of years the Participant has been employed by
            the Employer according to the following schedule:


            
             


            
                	
                            
                             

                        	
                            
                            Years of Employment

                        	
                            
                            Percentage

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            Less than 5 years

                        	
                            
                            40%

                        


            


            
                	
                            
                             

                        	
                            
                            At least 5 years

                        	
                            
                            70%

                        


            


            
                	
                            
                             

                        	
                            
                            At least 10 years

                        	
                            
                            100%

                        


            


            
             


             


            
            5


             

            
            


            

            

            
            Notwithstanding the foregoing, the applicable percentage for a
            Participant who terminates employment after reaching age 591⁄2 shall be 100%.
            Under the Previous Plan, if a Participant terminated employment with the Employer for
            any reason prior to reaching age 59 1⁄2, all retirement benefits under the Plan
            were forfeited. The above schedule modifies the forfeiture of such benefits based on
            the Employee’s years of employment with Employer. In accordance with Treas. Reg.
            §1.409A-6(a)(4), the Employer acknowledges and agrees that this change is
            specifically subject to Section 409A of the Code, but nothing else herein shall be
            deemed to make any of the benefits provided under the Previous Agreement subject to
            Section 409A.


             


            
            6.2       
            Death Benefit. If a Participant dies before
            terminating his or her employment with the Employer and before the commencement of
            payments to the Participant hereunder, the entire value of the Participant's Account
            shall be paid, as provided in Section 6.4, to the person or persons designated in
            accordance with Section 7.1, as though the Participant had terminated employment after
            25 years of employment with Employer. Upon the death of a Participant after payments
            hereunder have begun but before he or she has received all payments to which he or she
            is entitled under the Plan, the remaining benefit payments shall be paid to the person
            or persons designated in accordance with Section 7.1, in the manner in which such
            benefits were payable to the Participant unless, to the extent allowed by this Plan and
            applicable law, the Beneficiary elects a more rapid form or schedule of
            distribution.


            
             


            
            6.3       
            Disability Benefit. If a Participant
            becomes disabled before terminating his or her employment with the Employer and before
            the commencement of payments to the Participant hereunder, the entire value of the
            Participant's Account shall be paid, as provided in Section 6.4, to the Participant, as
            though the Participant had terminated employment after 25 years of employment with
            Employer.


            
             


            
                	
                            
                             

                        	
                            
                            6.4

                        	
                            
                            Method of
                            Payment.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Cash Payments. All payments under the Plan shall be made
                            in cash.

                        


            


             


            
            (b)       Timing and Manner of
            Payment. Unless otherwise elected by a Participant in accordance with subsection (c)
            below, if a Participant becomes entitled to receive an employment termination benefit,
            death benefit or disability benefit, such benefit shall be paid by the Employer to the
            Participant in equal monthly installments over a period of ten (10) years, commencing
            on the first day of the first month following the Employee’s termination of
            employment, death or disability. If an Employee dies before receiving their entire
            employment termination benefit or disability benefit, any unpaid installments of such
            benefits will continue to be paid to the Employee’s designated beneficiary in the
            same manner.


            
             


            
            (c)       Changes to Timing and
            Manner of Payment. A Participant may change the timing of their distribution of any
            benefits under the Plan to delay the payment, provided that: 1) such election may not
            take effect until at least twelve (12) months after the election is made; 2) in the
            case of an election related to a payment that is not


            
             


            
            6


             

            
            


            

            

            
            the result of the Participant's death or disability, the first payment
            for which such election is made is deferred for a period of not less than five (5)
            years from the date such payment would otherwise have been made; and 3) any election
            with respect to a distribution to be made at a specified time as specified under the
            Plan at the date of deferral of such compensation may not be made less than twelve (12)
            months prior to the date of the first scheduled payment. In no event may the timing or
            schedule of any benefits payable hereunder be accelerated except as may be provided in
            regulations issued by the Treasury Department.


            
             


            
            (d)       If the whole or any part of
            any benefit under this Plan is to be paid in installments, the total to be so paid
            shall continue to be held by Employer pursuant to Section 4.1 under such procedures as
            the Employer may establish, in which case, subject to the limitations of Article VI,
            any income, gain, or loss attributable thereto (to the extent realized, as determined
            by the Employer, in its discretion) shall be reflected in the installment payments, in
            such equitable manner as the Employer shall determine. The actual amounts distributed
            to a Participant may be less than, equal to, or greater than the aggregate amount of
            the Participant's Compensation Deferrals and Performance-Based Compensation Deferrals.
            Notwithstanding any of the foregoing, with respect to any "Specified Employee", (i.e.,
            a "key employee" as defined in Section 416(i) of the Internal Revenue Code, as amended,
            without regard to paragraph (5) thereof), a distribution of benefits hereunder may not
            be made before the date that is six (6) months after the date of separation from
            service, or if earlier, the date of death of such Specified Employee.


            
             


            
            6.5       
            Payment of Benefit Upon Change in Control.
            If there is a change in the ownership or effective control of the Employer, or a change
            in the ownership of a substantial portion of the assets of the Employer, within the
            meaning of Section 409A of the Code and the regulations issued thereunder, all benefits
            under this Agreement shall immediately become one hundred percent (100%) vested and
            nonforfeitable. In such event, the Employer shall pay to the Employee an amount equal
            to Employee’s Retirement Benefit in the same manner as if the Employee had
            completed 25 years of employment with Employer as of the effective date of such change
            in control or ownership. Under the Previous Plan there was no provision for payment of
            benefits upon a change in control. In accordance with Treas. Reg. §1.409A-6(a)(4),
            the Employer acknowledges and agrees that the addition of this provision is
            specifically subject to Section 409A of the Code, but nothing else herein shall be
            deemed to make any of the benefits provided under the Previous Agreement subject to
            Section 409A.


             


            
            ARTICLE VII - BENEFICIARIES; PARTICIPANT DATA


             


            
            7.1       
            Designation of Beneficiaries. Each
            Participant from time to time may designate any person or persons (who may be named
            contingently or successively) to receive such benefits as may be payable under the Plan
            upon or after the Participant's death, and such designation may be changed from time to
            time by the Participant by filing a new designation. Each designation will revoke all
            prior designations by the same Participant, shall be in a form prescribed by
            the


             


            
            7


             

            
            


            

            

            
            Employer, and will be effective only when filed in writing with the
            Employer during the Participant's lifetime. In the absence of a valid Beneficiary
            designation, or if, at the time any benefit payment is due to a Beneficiary, there is
            no living Beneficiary validly named by the Participant, the Employer shall pay any such
            benefit payment to the Participant's spouse, if then living, but otherwise to the
            Participant's then living descendants, if any, per
            stirpes, but, if none, to the Participant's estate. In
            determining the existence or identity of anyone entitled to a benefit payment, the
            Employer may rely conclusively upon information supplied by the Participant's personal
            representative, executor, or administrator. If a question arises as to the existence or
            identity of anyone entitled to receive a benefit payment as aforesaid, or if a dispute
            arises with respect to any such payment, then, notwithstanding the foregoing, the
            Employer, in its sole discretion, may distribute such payment to the Participant's
            estate without liability for any tax or other consequences that might flow therefrom or
            may take such other action as the Employer deems to be appropriate.


             


            
            7.2       
            Information to be Furnished by Participants and Beneficiaries,
            Inability to Locate Participants or Beneficiaries. Any
            communication, statement, or notice addressed to a Participant or to a Beneficiary at
            his or her last post office address as shown on the Employer's records shall be binding
            on the Participant or Beneficiary for all purposes of the Plan. The Employer shall not
            be obliged to search for any Participant or Beneficiary beyond the sending of a
            registered letter to such last known address. If the Employer notifies any Participant
            or Beneficiary that he or she is entitled to an amount under the Plan and the
            Participant or Beneficiary fails to claim such amount or make his or her location known
            to the Employer within three (3) years thereafter, then, except as otherwise required
            by law, if the location of one or more of the next of kin of the Participant is known
            to the Employer, the Employer may direct distribution of such amount to any one or more
            or all of such next of kin, and in such proportions as the Employer determines. If the
            location of none of the foregoing persons can be determined, the Employer shall have
            the right to direct that the amount payable shall be deemed to be a forfeiture, except
            that the dollar amount of the forfeiture, unadjusted for gains or losses in the
            interim, shall be paid by the Employer if a claim for the benefit subsequently is made
            by the Participant or the Beneficiary to whom it was payable. If a benefit payable to
            an unlocated Participant or Beneficiary is subject to escheat pursuant to applicable
            state law, the Employer shall not be liable to any person for any payment made in
            accordance with such law.


            
             


            
            ARTICLE VIII - ADMINISTRATION


             


            
            8.1       
            Administrative Authority. Except as
            otherwise specifically provided herein, the Employer shall have the sole responsibility
            for and the sole control of the operation and administration of the Plan and shall have
            the power and authority to take all action and to make all decisions and
            interpretations that may be necessary or appropriate in order to administer and operate
            the Plan, including, without limiting the generality of the foregoing, the power, duty,
            and responsibility to:


             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Resolve and determine all disputes or questions arising
                            under the Plan, including the power to determine the rights of Eligible
                            Employees, Participants, and Beneficiaries, and their respective
                            benefits, and to remedy any ambiguities, inconsistencies, or

                        


            


            
             


            
            8


             

            
            


            

            

            
            omissions in the Plan.


             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            Adopt such rules of procedure and regulations as in its
                            opinion may be necessary for the proper and efficient administration of
                            the Plan and as are consistent with the Plan.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Implement the Plan in accordance with its terms and the
                            rules and regulations adopted as above.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            Make determinations with respect to the eligibility of
                            any Eligible Employee as a Participant and make determinations
                            concerning the crediting and distribution of Plan Accounts.

                        


            


             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            Appoint any persons or firms, or otherwise act to secure
                            spe­cialized advice or assistance, as it deems necessary or
                            desirable in connection with the administration and operation of the
                            Plan, and the Employer shall be entitled to rely conclusively upon, and
                            shall be fully protected in any action or omission taken by it in good
                            faith reliance upon, the advice or opinion of such firms or persons.
                            The Employer shall have the power and authority to delegate from time
                            to time by written instrument all or any part of its duties, powers, or
                            responsibilities under the Plan, both ministerial and discretionary, as
                            it deems appropriate, to any person or committee, and in the same
                            manner to revoke any such delegation of duties, powers, or
                            responsibilities. Any action of such person or committee in the
                            exercise of such delegated duties, powers, or responsibilities shall
                            have the same force and effect for all purposes hereunder as if such
                            action had been taken by the Employer. Further, the Employer may
                            authorize one or more persons to execute any certificate or document on
                            behalf of the Employer, in which event any person notified by the
                            Employer of such authorization shall be entitled to accept and
                            conclusively rely upon any such certificate or document exe­cuted
                            by such person as representing action by the Employer until such third
                            person shall have been notified of the revocation of such
                            authority.

                        


            


             


            
            8.2       
            Uniformity of Discretionary Acts. Whenever
            in the administration or operation of the Plan discretionary actions by the Employer
            are required or permitted, such actions shall be consistently and uniformly applied to
            all persons similarly situated, and no such action shall be taken that shall
            discriminate in favor of any particular person or group of persons.


             


            
            8.3       
            Litigation. Except as may be otherwise
            required by law, in any action or judicial proceeding affecting the Plan, no
            Participant or Beneficiary shall be entitled to any notice or service of process, and
            any final judgment entered in such action shall be binding on all persons interested
            in, or claiming under, the Plan.


             


            
            8.4       
            Payment of Administrative Expenses. All
            expenses incurred in the administration and operation of the Plan, including any taxes
            payable by the Employer in respect of the Plan, shall be paid by the
            Employer.


             


            
            9


             

            
            


            

            

             


            
            8.5       
            Claims Procedure. Any person claiming a
            benefit under the Plan (a Claimant) shall present the claim, in writing, to the
            Employer, and the Employer shall respond in writing. If the claim is denied, the
            written notice of denial shall state, in a manner calculated to be understood by the
            Claimant:


             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            The specific reason or reasons for the denial, with
                            specific references to the Plan provisions on which the denial is
                            based;

                        


            


             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            A description of any additional material or information
                            necessary for the Claimant to perfect his or her claim and an
                            explanation of why such material or information is necessary;
                            and

                        


            


             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            An explanation of the Plan's claims review
                            procedure.

                        


            


             


            The
            written notice denying or granting the Claimant's claim shall be provided to the
            Claimant within ninety (90) days after the Employer's receipt of the claim, unless
            special circumstances require an extension of time for processing the claim. If such an
            extension is required, written notice of the extension shall be furnished by the
            Employer to the Claimant within the initial ninety (90) day period and in no event
            shall such an extension exceed a period of ninety (90) days from the end of the initial
            ninety (90) day period. Any extension notice shall indicate the special circumstances
            requiring the extension and the date on which the Employer expects to render a decision
            on the claim. Any claim not granted or denied within the period noted above shall be
            deemed to have been denied.


             


            Any
            Claimant whose claim is denied or deemed to have been denied under the preceding
            sentence (or such Claimant's authorized representative) may, within sixty (60) days
            after the Claimant's receipt of notice of the denial or after the date of the deemed
            denial, request a review of the denial by notice given, in writing, to the Employer.
            Upon such a request for review, the claim shall be reviewed by the Employer (or its
            designated representative), which may, but shall not be required to, grant the Claimant
            a hearing. In connection with the review, the Claimant may have representation, may
            examine pertinent documents, and may submit issues and comments in writing.


             


            The
            decision on review normally shall be made within sixty (60) days of the Employer's
            receipt of the request for review. If an extension of time is required due to special
            circumstances, the Claimant shall be notified, in writing, by the Employer, and the
            time limit for the decision on review shall be extended to one hundred twenty (120)
            days. The decision on review shall be in writing and shall state, in a manner
            calculated to be understood by the Claimant, the specific reasons for the decision and
            shall include references to the relevant Plan provisions on which the decision is
            based. The written decision on review shall be given to the Claimant within the sixty
            (60) day (or, if applicable, the one hundred twenty (120) day) time limit discussed
            above. If the decision on review is not communicated to the Claimant within the sixty
            (60) day (or, if applicable, the one hundred twenty (120) day) period discussed above,
            the claim shall be deemed to have been denied upon review. All decisions on review
            shall be final and binding with respect to all concerned parties.


             


            
            10


             

            
            


            

            

            
            ARTICLE IX - AMENDMENT


             


            
            9.1       
            Right to Amend. The Employer, by written
            instrument executed by the Employer, shall have the right to amend the Plan, at any
            time and with respect to any provisions hereof, and all parties hereto or claiming any
            interest hereunder shall be bound by such amendment; provided, however, that no such
            amendment shall deprive a Participant or a Beneficiary of a right accrued hereunder
            prior to the date of the amendment.


             


            
            9.2       
            Amendments to Ensure Proper Characterization of
            Plan. Notwithstanding the provisions of Section 9.1, the Plan
            may be amended by the Employer at any time, retroactively if required, if found
            necessary, in the opinion of the Employer, in order to ensure that the Plan is
            characterized as a top-hat plan of deferred compensation maintained for a select group
            of management or highly compensated employees as described under ERISA Sections 201(2),
            301(a)(3), and 401(a)(1) and to conform the Plan to the provisions and requirements of
            any applicable law (including ERISA and the Code). No such amendment shall be
            considered prejudicial to any interest of a Participant or a Beneficiary
            hereunder.


             


            
            ARTICLE X - TERMINATION


             


            
            10. 1     Employer's Right
            to Terminate or Suspend Plan. The Employer reserves the
            right, at any time, to terminate the Plan and/or its obligation to make further credits
            to Plan accounts. The Employer also reserves the right, at any time, to suspend the
            operation of the Plan for a fixed or indeterminate period of time.


             


            
            10.2      Automatic
            Termination of Plan. The Plan automatically shall terminate
            upon the dissolution of the Employer or upon its merger into or consolidation with any
            other corporation or business organization if there is a failure by the surviving
            corporation or business organization to adopt specifically and agree to continue the
            Plan.


             


            
            10.3      Suspension
            of Deferrals. In the event of a suspension of the Plan, the
            Employer shall continue all aspects of the Plan, other than Compensation Deferrals and
            Employer contribution credits under Article III, during the period of the suspension,
            in which event payments hereunder will continue to be made during the period of the
            suspension in accordance with Articles V and VI.


             


            
            10.4      Allocation
            and Distribution. This Section shall become operative upon a
            complete termination of the Plan. The provisions of this Section also shall become
            operative in the event of a partial termination of the Plan, as determined by the
            Employer, but only with respect to that portion of the Plan attributable to the
            Participants to whom the partial termination is applicable. Upon the effective date of
            any such event, notwithstanding any other provisions of the Plan, (i) no persons who
            were not previously Participants shall be eligible to become Participants, and (ii) the
            value of the interest of all Participants and Beneficiaries shall be determined and,
            after deduction of estimated expenses in liquidating and, if applicable, paying Plan
            benefits, paid to them as soon as is practicable after such termination.


             


            
            11


             

            
            


            

            

             


            
            10.5      Successor to
            Employer. Any corporation or other business organization that
            is a successor to the Employer by reason of a consolidation, merger, or purchase of
            substantially all of the assets of the Employer shall have the right to become a party
            to the Plan by adopting the same by resolution of the entity's board of directors or
            other appropriate governing body. If, within ninety (90) days from the effective date
            of such consolidation, merger, or sale of assets, such new entity does not become a
            party to this Plan, as above provided, the Plan automatically shall be terminated, and
            the provisions of Section 10.4 shall become operative.


             


            
            ARTICLE XI - MISCELLANEOUS


             


            
            11.1      Limitations
            on Liability of Employer. Neither the establishment of the
            Plan or any modification thereof, nor the creation of any account under the Plan, nor
            the payment of any benefits under the Plan shall be construed as giving to any
            Participant or other person any legal or equitable right against the Employer or any
            officer or employer thereof, except as provided by law or by any Plan provision. The
            Employer does not in any way guarantee any Participant's Account from loss or
            depreciation. In no event shall the Employer, or any successor, employee, officer,
            director, or stockholder of the Employer, be liable to any person on account of any
            claim arising by reason of the provisions of the Plan or of any instrument or
            instruments implementing its provisions, or for the failure of any Participant,
            Beneficiary, or other person to be entitled to any particular tax consequences with
            respect to the Plan, or any credit or distribution hereunder.


             


            
            11.2     
            Construction. If any provision of the Plan
            is held to be illegal or void, such illegality or invalidity shall not affect the
            remaining provisions of the Plan, but shall be fully severable, and the Plan shall be
            construed and enforced as if said illegal or invalid provision had never been inserted
            herein. For all purposes of the Plan, where the context admits, the singular shall
            include the plural, and the plural shall include the singular. Headings of Articles and
            Sections herein are inserted only for convenience of reference and are not to be
            considered in the construction of the Plan. The laws of the state of Iowa shall govern,
            control, and determine all questions of law arising with respect to the Plan and the
            interpretation and validity of its respective provisions, except where those laws are
            preempted by the laws of the United States. Participation under the Plan will not give
            any Participant the right to be retained in the service of the Employer nor any right
            or claim to any benefit under the Plan unless such right or claim has specifically
            accrued hereunder. The Plan is intended to be and at all times shall be interpreted and
            administered so as to qualify as an unfunded deferred compensation plan, and no
            provision of the Plan shall be interpreted so as to give any individual any right in
            any assets of the Employer which right is greater than the rights of a general
            unsecured creditor of the Employer.


             


            
            11.3      Spendthrift
            Provision. No amount payable to a Participant or a
            Beneficiary under the Plan will, except as otherwise specifically provided by law, be
            subject in any manner to anticipation, alienation, attachment, garnishment, sale,
            transfer, assignment (either at law or in equity), levy, execution, pledge,
            encumbrance, charge, or any other legal or equitable process, and any attempt to do so
            will be void; nor will any benefit be in any manner liable for or subject to the debts,
            contracts, liabilities, engagements, or torts of the person entitled thereto. Further,
            the


             


            
            12


             

            
            


            

            

            
            withholding of taxes from Plan benefit payments; the recovery under the
            Plan of overpayments of benefits previously made to a Participant or Beneficiary; if
            applicable, the transfer of benefit rights from the Plan to another plan; or the direct
            deposit of benefit payments to an account in a banking institution (if not actually
            part of an arrangement constituting an assignment or alienation) shall not be construed
            as an assignment or alienation. If any Participant's or Beneficiary's benefits
            hereunder are garnished or attached by order of any court, the Employer may bring an
            action or a declaratory judgment in a court of competent jurisdiction to determine the
            proper recipient of the benefits to be paid under the Plan. During the pendency of said
            action, any benefits that become payable shall be held as credits to the Participant's
            or Beneficiary's Account or, if the Employer prefers, paid into the court as they
            become payable, to be distributed by the court to the recipient as the court deems
            proper at the close of said action.


             


            
            IN WITNESS WHEREOF, the Employer has caused the Plan to be executed this
            17th day of August, 2007.


             


            
            UNITED FIRE & CASUALTY COMPANY


             


            
                	
                            
                             

                        	
                            
                            By: /s/ Randy A.
                            Ramlo

                        


            


             


            
                	
                            
                             

                        	
                            
                            Print Name: Randy A.
                            Ramlo

                        


            


             


             


            
            13