ex10_38.htm


    
      

    

    
      EXHIBIT
10.3.8

      


      


      EMPLOYERS
MUTUAL CASUALTY COMPANY

      DEFINED
CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      SERP
II

       

      


      Effective
November 11, 2009


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      TABLE OF
CONTENTS

       

      
        	
                ARTICLE
      I.    ESTABLISHMENT AND PURPOSE

              	 	
                1

              
	 
      	 	 
      
	
                ARTICLE
      II.  DEFINITIONS

              	 	
                1

              
	 
      	 	 
      
	
                ARTICLE
      III.  ELIGIBILITY & PARTICIPATION

              	 	
                4

              
	 
      	 	 
      
	
                ARTICLE
      IV.  PLAN BENEFITS

              	 	
                4

              
	 
      	 	 
      
	
                ARTICLE
      V.  MANNER AND TIMING OF PAYMENT OF BENEFITS

              	 	
                5

              
	 
      	 	 
      
	
                ARTICLE
      VI.  VESTING

              	 	
                6

              
	 
      	 	 
      
	
                ARTICLE
      VII.  MODIFICATIONS OF PAYMENT SCHEDULES

              	 	
                6

              
	 
      	 	 
      
	
                ARTICLE
      VIII.  VALUATION OF ACCOUNT BALANCES;
INVESTMENTS

              	 	
                7

              
	 
      	 	 
      
	
                ARTICLE
      IX.  ADMINISTRATION

              	 	
                8

              
	 
      	 	 
      
	
                ARTICLE
      X.  AMENDMENT AND TERMINATION

              	 	
                9

              
	 
      	 	 
      
	
                ARTICLE
      XI.  INFORMAL FUNDING

              	 	
                9

              
	 
      	 	 
      
	
                ARTICLE
      XII.  CLAIMS PROCEDURE

              	 	
                10

              
	 
      	 	 
      
	
                ARTICLE
      XIII.  GENERAL PROVISIONS

              	 	
                10

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EMPLOYERS
MUTUAL CASUALTY COMPANY

      DEFINED
CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      SERP
II

      


      ARTICLE
I.  ESTABLISHMENT AND PURPOSE

      


      Effective
November 11, 2009, Employers Mutual Casualty Company ("Company") established the
Employers Mutual Casualty Company Defined Contribution Supplemental Executive
Retirement Plan ("Plan").

      


      The Plan
is a nonqualified retirement benefit maintained primarily for the purpose of
attracting and retaining key executives by providing additional deferred
Compensation for a select group of designated officers.  The Plan is
not intended to be a tax-qualified retirement plan under the Code

      Section
401(a), but is intended to meet the requirements of Code Section 409A, and shall
be operated and interpreted consistent with that intent.

      


      The Plan
constitutes an unsecured promise by the Company to pay benefits in the
future.  Participants in the Plan shall have the status of general
unsecured creditors of the Company, as applicable.  The Company shall
be solely responsible for payment of the benefits.  The Plan is
unfunded for federal tax purposes and is intended to be an unfunded arrangement
for Eligible Employees within the meaning of Sections 201(2), 301(a)(3), and
401(a)(1) of the Employee Retirement Income Security Act of 1974
("ERISA").  Any amounts set aside to defray the liabilities assumed by
the Company will remain the general assets of the Company and shall remain
subject to the claims of the Company's creditors until such amounts are
distributed to the Participants.

      


      ARTICLE
II.  DEFINITIONS

      


      
        	
                2.1

              	
                Account.  Account
      means a bookkeeping account maintained by the Committee to record the
      payment obligation of the Company to a Participant as determined under the
      terms of the Plan.  Reference to an Account means any such
      Account established by the Committee, as the context
      requires.  Accounts are intended to constitute unfunded
      obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1)
      of ERISA.

              


      

      


      
        	
                2.2

              	
                Account
      Balance.  Account Balance means, with respect to the
      Account, the total payment obligation owed to a Participant from such
      Account as of the most recent Valuation
Date.

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      


      
        	
                2.3

              	
                Beneficiary.  Beneficiary
      means a natural person, estate, or trust designated by a Participant to
      receive payments to which a Beneficiary is entitled in accordance with
      provisions of the Plan.  The Participant's Beneficiary election
      shall be the election on file under the Deferred Compensation Excess Plan
      election on file.  The Participant's spouse, if living,
      otherwise the Participant's estate, shall be the Beneficiary if: (i) the
      Participant has failed to properly designate a Beneficiary, or (ii) all
      designated Beneficiaries on file under the Deferred Compensation Excess
      Plan have predeceased the
Participant.

              


      

      


      
        	
                2.4

              	
                Business
      Day.  Business Day means each day on which the New York
      Stock Exchange is open for
business.

              


      

      


      
        	
                2.5

              	
                Code.  Code
      means the Internal Revenue Code of 1986, as amended from time to
      time.

              


      

      


      
        	
                2.6

              	
                Code Section
      409A.  Code Section 409A means section 409A of the Code,
      and regulations and other guidance issued by the Treasury Department and
      Internal Revenue Service
thereunder.

              


      

      


      
        	
                2.7

              	
                Committee.  Committee
      means a committee of the Human Resources Department of Employers Mutual
      Casualty Company, which shall include the Assistant Human Resources
      Director and/or the Benefits
Manager.

              


      

      


      
        	
                2.8

              	
                Company.  Company
      means Employers Mutual Casualty
Company.

              


      

      


      
        	
                2.9

              	
                Company
      Contribution.  Company Contribution means a credit to a
      Participant's Account in accordance with the provisions of Article IV of
      the Plan.  Company Contributions are credited at the sole
      discretion of the Company and the fact that a Company Contribution is
      credited in one year shall not obligate the Company to continue to make
      such Company Contribution in subsequent
years.

              


      

      


      
        	
                2.10

              	
                Compensation.  Compensation
      means a Participant's base salary and Short Term Incentives without
      Long-Term Incentives, and such other cash or equity-based Compensation (if
      any) approved by the Committee as
Compensation.

              


      

      


      
        	
                2.11

              	
                Compensation Deferral
      Agreement.  Compensation Deferral Agreement means the
      agreement under the Deferred Compensation Excess Plan between a
      Participant and the Company that specifies: (i) the Payment Schedule
      applicable to the Retirement/Termination
  Account.

              


      

      


      
        	
                2.12

              	
                Death
      Benefit.  Death Benefit means the benefit payment under
      the Plan to a Participant's Beneficiary(ies) upon the Participant's death
      as provided in Section 5.3 of the
Plan.

              


      

      


      
        	
                2.13

              	
                Deferred Compensation
      Excess Plan.  Deferred Compensation Excess Plan means the
      Employers Mutual Casualty Company Board and Executive Nonqualified Excess
      Plan.

              


      

      


      
        	
                2.14

              	
                Disability
      Benefit.  Disability Benefit means the benefit payable
      under the Plan to a Participant in the event such Participant is
      determined to be Disabled as provided in Section 5.2 of the
      Plan.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        	
                2.15

              	
                Disabled.  Disabled
      means that a Participant is, due to 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.  The Committee shall determine whether a Participant is
      Disabled in accordance with Code Section 409A provided, however, that a
      Participant shall be deemed to be Disabled if determined  to be
      totally Disabled by the Social Security Administration, or if the
      Participant is determined to be Disabled under the Company's Disability
      Plan.

              


      

      


      
        	
                2.16

              	
                Earnings.  Earnings
      mean a positive or negative adjustment to the value of an Account, based
      upon the allocation of the Account by the Participant among deemed
      investment options in accordance with Article
  VIII.

              


      

      


      
        	
                2.17

              	
                Effective
      Date.  Effective Date means November 11,
      2009.

              


      

      


      
        	
                2.18

              	
                Eligible
      Employee.  Eligible Employee means a select group of
      designated officers within the meaning of Sections 201(2), 301(a)(3) and
      401(a)(1) of ERISA, as determined by the Committee from time to time in
      its sole discretion.

              


      

      


      
        	
                2.19

              	
                ERISA.  ERISA
      means the Employer Retirement Income Security Act of 1974, as amended from
      time to time.

              


      

      


      
        	
                2.20

              	
                Normal Retirement
      Age.  Normal Retirement Age is January 1 after age
      65.

              


      

      


      
        	
                2.21

              	
                Participant.  Participant
      means an Eligible Employee according to Section 3.1 and any other person
      with an Account Balance greater than zero, regardless of whether such
      individual continues to be an Eligible Employee.  A
      Participant's continued participation in the Plan shall be governed by
      Section 3.2 of the Plan.

              


      

      


      
        	
                2.22

              	
                Payment
      Schedule.  Payment schedule means the date as which
      payment of the Account under the Plan will commence and the form in which
      payment of such Account will be
made.

              


      

      


      
        	
                2.23

              	
                Plan.  Generally,
      the term Plan means the "Employers Mutual Casualty Company Defined
      Contribution Supplemental Executive Retirement Plan" as documented herein
      and as may be amended from time to time hereafter.  However, to
      the extent permitted or required under Code Section 409A, the term Plan
      may in the appropriate context also mean a portion of the Plan that is
      treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the
      Plan or portion of the Plan and any other nonqualified deferred
      compensation plan or portion thereof that is treated as a single plan
      under such section.

              


      

      


      
        	
                2.24

              	
                Plan
      Year.  Plan year means January 1 through December
      31.

              


      

      


      
        	
                2.25

              	
                Retirement/Termination
      Account.  Retirement/Termination Account means an Account
      established by the Committee to record the amounts payable to a
      Participant upon Separation from Service.  All Company
      Contributions shall be allocated to a Retirement/Termination Account under
      the Deferred Compensation Excess Plan on behalf of the
      Participant.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      
        	
                2.26

              	
                Separation from
      Service.  Separation from Service means an Employee's
      termination of employment with the Company.  Whether a
      Separation from Service has occurred shall be determined by the Committee
      in accordance with Code Section
409A.

              


      

      


      
        	
                2.27

              	
                Valuation
      Date.  Valuation Date means each Business
      Day.

              


      

      


      
        	
                2.28

              	
                Years of
      Service:  Years of Service equals one year for each
      calendar year of employment with the Company.  Partial Years of
      Service will be rounded to the nearest month and calculated by dividing
      the number of months by 12 and rounding to two
  decimals.

              


      

      


      
        ARTICLE
III.  ELIGIBILITY AND PARTICIPATION

      

      


      
        	
                3.1

              	
                Eligibility and
      Participation.  An Eligible Employee becomes a
      Participant upon the earlier to occur of: (i) a credit of Company
      Contributions under Article IV, or (ii) receipt of notification of
      eligibility to participate.

              


      

      


      
        	
                3.2

              	
                Duration.  A
      Participant shall be eligible to receive allocations of Company
      Contributions, subject to the terms of the Plan, for as long as such
      Participant remains an Eligible Employee.  A Participant who is
      no longer an Eligible Employee but has not Separated from Service may not
      receive Company Contributions beyond the Plan Year in which he or she
      became ineligible but may otherwise exercise all of the rights of a
      Participant under the Plan with respect to his or her
      Account.  On and after a Separation from Service, a Participant
      shall remain a Participant as long as his or her Account Balance is
      greater than zero, and during such time may continue to make allocation
      elections as provided in Section 8.4.  An individual shall cease
      being a Participant in the Plan when all benefits under the Plan to which
      he or she is entitled have been
paid.

              


      

      


      
        ARTICLE
IV.  PLAN BENEFITS

      

      


      
        	
                4.1

              	
                Benefit
      Amount.  An amount targeting a 50 percent replacement
      amount of final total cash Compensation at Normal Retirement Age will be
      calculated offset by the following
plans:

              


      

      


      
        	
                 
      

              	
                ·

              	
                Defined
      Benefit Pension Plan

              


      

      
        	
                 
      

              	
                ·

              	
                Social
      Security

              


      

      
        	
                 
      

              	
                ·

              	
                Defined
      Benefit Supplemental Retirement
Plan

              


      

      
        	
                 
      

              	
                ·

              	
                401(k)
      Plan(Employer Match contributions
only)

              


      

      
        	
                 
      

              	
                ·

              	
                BENEP
      (Employer Match contributions
only)

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      The
annual benefit amount at Normal Retirement Age is converted to a present value
annual catch-up contribution and adjusted utilizing the following schedule for
service:

      


      
        	
                 
      

              	
                ·

              	
                Service
      divided by 20 years (rounded to 2
decimals)

              


      

      
        	
                 
      

              	
                ·

              	
                100%
      of designated contribution for Participants with more than 20 Years of
      Service

              


      

      


      Such
contributions will be credited to a Participant's Retirement/Termination Account
under the current Deferred Compensation Excess Plan annually.

      


      
        	
                4.2

              	
                Assumptions.  Using
      the service schedule, the Plan solves for a 50 percent replacement amount
      of final total cash Compensation at Normal Retirement Age with the
      following assumptions:

              


      

      


      
        	
                 
      

              	
                ·

              	
                Projected
      benefits assume a single-life annuity calculated using current year
      purchase rates.

              


      

      
        	
              	
                ·

              	
                Salary
      Scale – 4%

              


      

      
        	
                 
      

              	
                ·

              	
                Projected
      Annual Bonus - 40% for VP,  44% for Senior VP, 48% for Executive
      VP, & 52% for President

              


      

      
        	
                 
      

              	
                ·

              	
                Social
      Security projections based on the www.socialsecurity.gov
      online quick calculator estimate.

              


      

      
        	
                 
      

              	
                ·

              	
                Social
      Security/Salary Cap Increase Rate –
2.5%

              


      

      
        	
                 
      

              	
                ·

              	
                Investment
      Earnings (both Non-Qualified and Qualified plan)
  –7%

              


      

      
        	
                 
      

              	
                ·

              	
                Salary
      Scale and Job changes will be updated annually and contributions will be
      recalculated accordingly. Investment Earnings are constant and will not be
      updated annually.  This eliminates any investment liability for
      the Company.

              


      

      


      
        	
                4.3

              	
                Deferred
      Retirement.  If the Participant continues working and
      retires after normal retirement date, contributions will
      cease.  However, the accumulated Account Balance will continue
      to grow until the actual date of
distribution.

              


      

      


      
        ARTICLE
V.  MANNER AND TIMING OF PAYMENT OF BENEFITS.

      

      


      
        	
                5.1

              	
                Retirement/Termination.  Upon
      the Participant's Separation from Service due to Retirement/Termination,
      he or she shall be entitled to the Account Balance.  The benefit
      shall be based on the value of that Account as of the end of the month in
      which Separation from Service occurs or such later date as the Committee,
      in its sole discretion, shall
determine.

              


      

      


      
        	
                5.2

              	
                Disability
      Benefit.  Upon a determination by the Committee that a
      Participant is Disabled, he or she shall be entitled to a Disability
      Benefit.  The Disability Benefit shall be equal to the value of
      the Retirement/Termination Account.  The Disability Benefit
      shall be based on the value of the Account as of the last day of the month
      in which Disability occurs and will be paid in the following
      month.

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      
        	
                5.3

              	
                Death
      Benefit.  In the event of the Participant's death, his or
      her designated Beneficiary(ies) shall be entitled to a Death
      Benefit.  The Death Benefit shall be equal to the value of the
      Retirement /Termination Account.  The Death Benefit shall be
      based on the value of the Account as of the last day of the month in which
      death occurs and will be paid in the following
  month.

              


      

      


      
        	
                5.4

              	
                Form of
      Payment.  Generally, the benefit payable to a Participant
      shall be payable to him/her (or his or her Beneficiary) as a lump sum
      benefit, unless the Participant elects on his or her initial Compensation
      Deferral Agreement to have such benefit paid in one of the following
      alternative forms of payment (i) substantially equal annual installments
      over a period of two to fifteen years of installments, as elected by the
      Participant, or (ii) a lump sum payment of a percentage of the balance in
      the Retirement/Termination Account, with the balance paid in substantially
      equal annual installments over a period of two to fifteen years, as
      elected by the Participant.

              


      

      


      
        	
                5.5

              	
                Timing of
      Payment.  Payment of the Account Balance will be made or
      begin in the seventh month following the month in which Separation from
      Service occurs.   If the benefit is to be paid in the form
      of installments, any subsequent installment payments to a Participant will
      be paid on the anniversary of the date the initial installment was
      made.  The amount of each installment payment shall be
      determined by dividing the Account Balance as of the Valuation Date by the
      remaining number of installment
payments.

              


      

      


      
        ARTICLE
VI.  VESTING

      

      


      
        	
                6.1

              	
                Company
      Contributions described in Article IV, and the Earnings thereon, shall
      vest immediately for all
Participants.

              


      

      


      
        ARTICLE
VII.   MODIFICATIONS OF PAYMENT SCHEDULES

      

      


      
        	
                7.1

              	
                Participant's Right to
      Modify.  A Participant may modify any or all of the
      alternative Payment Schedules with respect to the an Account, consistent
      with the permissible Payment Schedules available under the Plan, provided
      such modification complies with the requirements of this Article
      VII.

              


      

       

      
        	
                7.2

              	
                Time of
      Election.  The date on which a modification election is
      submitted to the Committee must be at least 12 months prior to the date on
      which payment is scheduled to commence under the Payment Schedule in
      effect prior to the
modification.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


      
        	
                7.3

              	
                Date of Payment under
      Modified Payment Schedule.  Except with respect to
      modifications that relate to the payment of a Death Benefit or Disability
      Benefit, the date payments are to commence under the modified Payment
      Schedule must be no earlier than five years after the date payment would
      have commenced under the original Payment Schedule. Under no circumstances
      may a modification election result in an acceleration of payments in
      violation of Code Section 409A.

              


      

      


      
        	
                7.4

              	
                Effective
      Date.  A modification election submitted in accordance
      with this Article VII is irrevocable upon receipt by the Committee and
      becomes effective 12 months after such
date.

              


      

      


      
        ARTICLE
VIII.  VALUATION OF ACCOUNT BALANCES; INVESTMENTS

      

      


      
        	
                8.1

              	
                Valuation.  Company
      Contributions shall be credited to the Retirement/Termination Account at
      the times determined by the Committee.  However, Company
      Contributions shall first apply in or after calendar year
      2009.   Valuation of Accounts shall be performed under
      procedures approved by the
Committee.

              


      

      


      
        	
                8.2

              	
                Adjustment for
      Earnings.  Accounts will be adjusted to reflect Earnings
      on each Business Day.  Adjustments shall reflect the net
      Earnings, gains, losses, expenses, appreciation, and depreciation
      associated with an investment
option.

              


      

      


      
        	
                8.3

              	
                Investment
      Options.  Investment options will be determined by the
      Committee.  The Committee, in its sole discretion, shall be
      permitted to add or remove investment options from the Plan menu from time
      to time, provided that any such additions or removals of investment
      options shall not be effective with respect to any period prior to the
      Effective Date of such change.

              


      

      


      
        	
                8.4

              	
                Investment
      Allocations.  A Participant's investment allocation
      constitutes a deemed, not actual, investment among the investment options
      comprising the investment menu.  At no time shall a Participant
      have any real ownership in any investment option included in the
      investment menu, nor shall the Company or any trustee acting on its behalf
      have any obligations to purchase actual securities because of a
      Participant's investment allocation.  A Participant's investment
      allocation shall be used solely for purposes of adjusting the value of a
      Participant's Account Balance.

              


      

      


      A
Participant shall specify an investment allocation for his or her Account in
accordance with procedures established by the Committee.  Allocation
amounts for the investment options must be designated in increments of
1%.  The Participant's investment allocation will become effective on
the same Business Day or, in the case of investment allocations received after a
time specified by the Committee, the next Business Day.

      


      A
Participant may change an investment allocation on any Business Day, both with
respect to future credits to the Plan and with respect to existing Account
Balances, in accordance with procedures  adopted by the
Committee.  Changes shall become effective on the same Business Day
or, in the case of investment allocation received after a time specified by the
Committee, the next Business Day, and shall be applied
prospectively.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      


       

      
        	
                8.5

              	
                Unallocated Deferrals
      and Accounts.  If the Participant fails to make an
      investment allocation with respect to an Account, such Account shall be
      invested in an investment option, the primary objective of which is the
      preservation of capital, as determined by the
  Committee.

              


      

      


      
        ARTICLE
IX.  ADMINISTRATION

      

      


      
        	
                9.1

              	
                Plan
      Administration.  This Plan shall be administered by the
      Committee which shall have discretionary authority to make, amend,
      interpret, and enforce all appropriate rules and regulations for the
      administration of this Plan and to utilize its discretion to decide or
      resolve any and all questions, including but not limited to eligibility
      for benefits and interpretations of this Plan and its terms, as may arise
      in connection with the Plan.  Claims for benefits shall be filed
      with the Committee and resolved in accordance with the claims procedures
      in Article XII.

              


      

      


      
        	
                9.2

              	
                Withholding.  The
      Company shall have the right to withhold from any payment due under the
      Plan any taxes required by law to be withheld in respect of such
      payment.

              


      

      


      
        	
                9.3

              	
                Indemnification.  The
      Company  shall indemnify and hold harmless each employee,
      officer, director, agent or organization, to whom or to which are
      delegated duties, responsibilities, and authority under the Plan or
      otherwise with respect to administration of the Plan, including, without
      limitation, the Committee and its agents, against all claims, liabilities,
      fines and penalties, and all expenses reasonably incurred by or imposed
      upon him or her or it (including but not limited to reasonable attorneys'
      fees) which arise as a result of his or her or its actions or failure to
      act in connection with the operation and administration of the Plan to the
      extent lawfully allowable and to the extent that such claim, liability,
      fine, penalty, or expense is not paid for by liability insurance purchased
      or paid for by the Company.  Notwithstanding the foregoing, the
      Company shall not indemnify any person or organization if his or her or
      its actions or failure to act is due to the gross negligence or willful
      misconduct  or for any such amount incurred through any
      settlement or compromise of any action unless the Company consents in
      writing to such settlement or
compromise.

              


      

      


      
        	
                9.4

              	
                Delegation of
      Authority.  In the administration of this Plan, the
      Committee may employ agents and delegate to them such administrative
      duties as it sees fit, and may from time to time consult with legal
      counsel who shall  be legal counsel to the
    Company.

              


      

      


      
        	
                9.5

              	
                Binding Decisions and
      Actions.  The decision or action of the Committee in
      respect of any question arising out of or in connection with the
      administration, interpretation and application of the Plan and the rules
      and regulations thereunder shall be final, conclusive, and binding upon
      all persons having interest in the
Plan.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        ARTICLE
X.  AMENDMENT AND TERMINATION

      

      


      
        	
                10.1

              	
                Amendment and
      Termination.  The Company may at any time amend the Plan
      or may terminate the Plan as provided in this Article
  X.

              


      

      


      
        	
                10.2

              	
                Amendments.  The
      Company, by action taken by its Board of Directors, may amend the Plan at
      any time and for any reason, provided that any such amendment shall not
      reduce the Account Balances of any Participant accrued as of the date of
      any such amendment or restatement or reduce any rights of a Participant
      under the Plan without the consent of the Participant.  The
      Board of Directors of the Company may delegate to the Committee the
      authority to amend the Plan without the consent of the Board of Directors
      for the purpose of: (i) conforming the Plan to the requirements of the
      law; (ii) facilitating the administration of the Plan; (iii) clarifying
      provisions based on the Committee's interpretation of the document; and
      (iv) making such other amendments as the Board of Directors may
      authorize.

              


      

      


      
        	
                10.3

              	
                Termination.  The
      Company, by action taken by its Board of Directors, may terminate the Plan
      and pay Participants and Beneficiaries their Account Balances in a single
      lump sum at any time, to the extent and in accordance with Treas. Reg.
      Section 1.409A-3(j)(4)(ix).

              


      

      


      
        	
                10.4

              	
                Accounts Taxable Under
      Code Section 409A.  The Plan is intended to constitute a
      Plan of deferred Compensation that meets the requirements for deferral of
      income taxation under Code Section 409A.  The Committee,
      pursuant to its authority to interpret the Plan, may sever from the Plan
      or any Compensation Deferral Agreement any provision or exercise of a
      right that otherwise would result in a violation of Code Section
      409A.

              


      

      


      
        ARTICLE
XI.  INFORMAL FUNDING

      

      


      
        	
                11.1

              	
                General
      Assets.  Obligations established under the terms of the
      Plan may be satisfied from the general funds of the Company, or a trust
      described in this Article XI.  No Participant, spouse, or
      Beneficiary shall have any right, title or interest whatever in assets of
      the Company.  Nothing contained in this Plan, and no action
      taken pursuant to its provisions, shall create or be construed to create a
      trust of any kind, or a fiduciary relationship, between the Company and
      any Employee, spouse, or Beneficiary.  To the extent that any
      person acquires a right to receive payments hereunder, such rights are no
      greater than the right of an unsecured general creditor of the
      Company.

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      


      
        	
                11.2

              	
                Rabbi
      Trust.  The Company may, in its sole discretion,
      establish a grantor trust, commonly known as a rabbi trust, as a vehicle
      for accumulating assets to pay benefits under the
      Plan.  Payments under the Plan may be paid from the general
      assets of the Company or from the assets of any such rabbi
      trust.  Payment from any such source shall reduce the obligation
      owed to the Participant or Beneficiary under the
  Plan.

              


      

      


      
        ARTICLE
XII.  CLAIMS PROCEDURE

      

      


      
        	
                12.1

              	
                Filing a
      Claim.  Any controversy or claim arising out of or
      relating to the Plan shall be filed in writing with the Committee, which
      shall make all determinations concerning such claim.  Any claim
      filed with the Committee and any decision by the Committee denying such
      claim shall be in writing and shall be delivered to the Participant or
      Beneficiary filing the claim.

              


      

      


      
        	
                12.2

              	
                Appeal of Denied
      Claim.  A claim that has been completely or partially
      denied can be appealed by filing a written appeal with the Company
      Benefits Committee of the Board.

              


      

      


      
        	
                12.3

              	
                Legal
      Action.  Legal action relating to a claim for benefits
      under the Plan may not be pursued unless and until the claims procedures
      under the Plan have been followed and the administrative remedies under
      such claims procedures have been exhausted.    Any
      such legal action must be commenced within one year of a final
      determination hereunder with respect to such
  claim.

              


      

      


      
        	
                12.4

              	
                Discretion of Appeals
      Committee.  All interpretations, determinations and
      decisions of the Committee with respect to any claim shall be made in its
      sole discretion, and shall be final and
  conclusive.

              


      

      


      
        ARTICLE
XIII.  GENERAL PROVISIONS

      

      


      
        	
                13.1

              	
                Assignment.  No
      interest of any Participant, spouse, or Beneficiary under this Plan and no
      benefit payable hereunder shall be assigned as security for a loan, and
      any such purported assignment shall be null, void and of no effect, nor
      shall any such interest or any such benefit be subject in any manner,
      either voluntarily or involuntarily, to anticipation, sale, transfer,
      assignment or encumbrance by or through any Participant, spouse, or
      Beneficiary.  Notwithstanding anything to the contrary herein,
      however, the Committee has the discretion to make payments to an alternate
      payee in accordance with the term of a domestic relations order (as
      defined in Code Section
414(p)(1)(B)).

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      
        	
                13.2

              	
                No Legal or Equitable
      Rights or Interest.  No Participant or other person shall
      have any legal or equitable rights or interest in this Plan that are not
      expressly granted in this Plan.  Participation in this Plan does
      not give any person any right to be retained in the service of the
      Company.  The right and power of the Company to dismiss or
      discharge an Employee  is expressly
  reserved.

              


      

      


      
        	
                13.3

              	
                No Employment
      Contract.  Nothing contained herein shall be construed to
      constitute a contract of employment between an Employee and the
      Company.

              


      

      


      
        	
                13.4

              	
                Notice.  Any
      notice or filing required or permitted to be delivered to the Committee
      under this Plan shall be delivered in writing, in person, or through such
      electronic means as is established by the Committee.  Notice
      shall be deemed given as of the date of delivery or, if delivery is made
      by mail, as of the date shown on the postmark on the receipt for
      registration or certification.  Written transmission shall be
      sent by certified mail to:

              


      

      


      Employers
Mutual Casualty Company

      Attn: Sr.
Vice President of Human Resources

      717
Mulberry Street

      Des
Moines, IA  50309

      


      Any
notice or filing required or permitted to be given to a Participant under this
Plan shall be sufficient if in writing or hand-delivered, or sent by mail to the
last known address of the Participant.

      


      
        	
                13.5

              	
                Governing
      Law.  To the extent not preempted by ERISA, the laws of
      the State of Iowa shall govern the construction and administration of the
      Plan.

              


      

      


      


      IN
WITNESS WHEREOF, the undersigned executed this Plan as of the 11th day of November,  2009,
to be effective as of the Effective Date.

      


      Employers
Mutual Casualty Company

      


      
        	
                By:

              	
                
                  Kristi K. Johnson

                

              	 	
                (Print
      Name)

              
	 	 
      	 	 
      
	
                Its:

              	
                
                  Sr. Vice President

                

              	 	
                (
      Title)

              
	 	 
      	 	 
      
	/s/  Kristi K. Johnson	 	
                (Signature)

              


      

      
 

    

    
      11