exh1014







EXHIBIT 10.1.4                                                     AGGREGATE CATASTROPHE EXCESS OF LOSS AND    PER OCCURRENCE CATASTROPHE EXCESS OF LOSS    REINSURANCE CONTRACT   Issued to   EMC REINSURANCE COMPANY                





 







   Effective: January 1, 2016        2 of 15        AGGREGATE CATASTROPHE EXCESS OF LOSS AND PER OCCURRENCE   CATASTROPHE EXCESS OF LOSS REINSURANCE CONTRACT      TABLE OF CONTENTS   Article  Page          Preamble  3    1  Agreement  4    2  Retentions and Limits  4    3  Term (Continuous Contract)  4    4  Commutation  5    5  Territory  5    6  Exclusions  5    7  Trade and Economic Sanctions 5    8  Premium  5    9  Definitions 6    10  Commencement & Termination 7     11  Extra Contractual Obligations/Excess of Policy Limits  8    12  Net Retained Liability 8    13  Original Conditions 9    14  No Third Party Rights 9    15  Disputes 9    16  Jurisdiction 9    17  Currency 9    18  Indemnification and Errors and Omissions 10    19  Insolvency  10    20  Savings/Severability 11    21  Offset 11    22  Governing Law 11    23  Entire Agreement 11    24  Non-Waiver 12    25  Mode of Execution 12      Company Signing Block 13                                Attachments        Nuclear Incident Exclusion Clause - Physical Damage -   Reinsurance - U.S.A.  14                 





 







   Effective: January 1, 2016        3 of 15        AGGREGATE CATASTROPHE EXCESS OF LOSS AND PER OCCURRENCE   CATASTROPHE EXCESS OF LOSS REINSURANCE CONTRACT                           This Aggregate Catastrophe Excess of Loss and Per Occurrence Catastrophe Excess of Loss   Reinsurance Contract (the “Contract”) is hereby made by and between Employers Mutual   Casualty Company ("EMCC") as the Reinsurer and EMC Reinsurance Company ("EMC Re") as   the Reinsured or Company.                                                                                                            





 







   Effective: January 1, 2016        4 of 15              ARTICLE 1   AGREEMENT   The Reinsured (EMC Re) agrees to cede and the Reinsurer (EMCC) agrees to accept premium   and liability that may accrue as a result of Ultimate Net Loss to the extent further defined as follows   involving loss or losses caused by any natural or man caused perils, including North American   crop losses, on business in force at the inception date of this Contract, or written or renewed   during the term of this Contract, subject to the terms and conditions herein contained.    ARTICLE 2   RETENTIONS AND LIMITS   A. Annual Catastrophe Aggregate.  The Reinsurer shall be liable in respect of Cat Loss   Occurrences and excess North American crop losses during the Contract Year for Ultimate   Net Loss over and above an initial Ultimate Net Loss of Twenty Million Dollars   ($20,000,000.00) (the “Catastrophe Aggregate Retention”), subject to a limit of liability to the   Reinsurer of 80% of One Hundred Million Dollars ($100,000,000.00) of Ultimate Net Loss   (the “Annual Catastrophe Aggregate Limit”).  Thus, the Reinsurer’s maximum liability under   this annual catastrophe aggregate coverage is Eighty Million Dollars ($80,000,000.00) of   Ultimate Net Loss.       B. Per Occurrence.  The Reinsurer shall be liable in respect of each Cat Loss Occurrence   during the Contract Year for Ultimate Net Loss over and above an initial Ultimate Net Loss   of Ten Million Dollars ($10,000,000.00) (the “Per Occurrence Retention”), subject to a limit   of liability to the Reinsurer of 80% of Ten Million Dollars ($10,000,000.00) of Ultimate Net   Loss from each Cat Loss Occurrence (the “Per Occurrence Limit”).  The limit of liability to   the Reinsurer from Ultimate Net Loss under this per occurrence reinsurance is Eight Million   Dollars ($8,000,000.00), regardless of the number of Cat Loss Occurrences.    Any amount retained by the Reinsured under the per occurrence reinsurance (including the   Reinsured’s 20% co-participation) described in Article 2 Section B will be counted as   Ultimate Net Loss under the annual catastrophe aggregate reinsurance in Article 2 Section   A.     ARTICLE 3   TERM (CONTINUOUS CONTRACT)      This Contract shall take effect at 12:01 A.M. on January 1, 2016, for (a) Cat Loss Occurrences   commencing during the term of this Contract and for (b) North American Crop losses for which   crops were intended to be harvested or were harvested during the term of this Contract. The   Contract shall remain in effect for each Contract Year thereafter until cancelled.                 





 







   Effective: January 1, 2016        5 of 15        ARTICLE 4   COMMUTATION   Commutation of amounts due under this Contract will be accomplished through mutual   agreement of the parties within 2 years of the Contract inception, and subsequent annual   renewal(s).      ARTICLE 5   TERRITORY   The territorial limits of this Contract shall be identical to the territory limits of the original   Reinsurance Treaties.   ARTICLE 6   EXCLUSIONS   This Contract shall not apply to and specifically excludes:   A. Loss or damage occasioned by war, invasion, hostilities, acts of foreign enemies, civil war,   rebellion, insurrection, military or usurped power, martial law or confiscation by order of any   government or public authority, but not excluding loss or damage which would be covered   under a standard form of Policy containing a standard war exclusion clause or specific War   Coverage provided in Marine policies;   B. Mold, other than as a result of a covered peril.      ARTICLE 7   TRADE AND ECONOMIC SANCTIONS   Whenever potential coverage provided by this Contract is considered in violation of any   applicable economic or trade sanctions, any such coverage will be modified to conform to   applicable law.      ARTICLE 8   PREMIUM   A. The Company shall pay the Reinsurer a premium of Three Million One Hundred Forty   Thousand Dollars ($3,140,000.00) for the annual catastrophe aggregate reinsurance   protection provided under Article 2 Section A of this Contract (the “Annual Catastrophe   Aggregate Premium”).  The Annual Catastrophe Aggregate Premium will be renegotiated   on an annual basis for each Contract Year the Contract remains in place.  The Annual   Catastrophe Aggregate Premium is to be paid quarterly.  Balances will be settled during the   duration of the Contract via intercompany balance transfers.     





 







   Effective: January 1, 2016        6 of 15        B. The Company shall pay the Reinsurer a premium of One Million Nine Hundred Forty   Thousand Dollars ($1,940,000.00) for the per occurrence reinsurance protection provided   under Article 2 Section B of this Contract (the “Per Occurrence Premium”).  The Per   Occurrence Premium will be renegotiated on an annual basis for each Contract Year the   Contract remains in place.  The Per Occurrence Premium is to be paid quarterly.  Balances   will be settled during the duration of the Contract via intercompany balance transfers.   C. The Company shall furnish the Reinsurer with such information as may be required by the   Reinsurer for completion of its financial statements.      ARTICLE 9   DEFINITIONS   A. 1. “Ultimate Net Loss” means the catastrophe losses paid by the Reinsured or which the   Reinsured becomes liable to pay arising out of "Reinsurance Treaties."  Such loss   includes Loss Adjustment Expense, Extra Contractual Obligations and any Loss in   Excess of Policy Limits as defined in the Extra Contractual Obligations/Excess of   Policy Limits Article, less any reinsurance recoveries.      Additionally, “Ultimate Net Loss” to the annual catastrophe aggregate coverage set   out in Article 2 Section A includes only Cat Loss Occurrences in which the Reinsured’s   ultimate net loss exceeds $500,000 (“Franchise Deductible”), it being understood that   once a Cat Loss Occurrence exceeds $500,000 of net loss, the entire amount of net   loss from that Cat Loss Occurrence shall be included in the definition.  “Ultimate Net   Loss” to the annual catastrophe aggregate coverage set out in Article 2 Section A also   includes North American crop losses incurred by the Reinsured in excess of a   $10,000,000 crop loss deductible.        2. Salvages and all recoveries (including amounts due from all other reinsurance   contracts that inure to the benefit of this Contract), shall be first deducted from such   loss to arrive at the amount of liability attaching hereunder.   3. All salvages, recoveries or payments recovered or received subsequent to loss   settlement hereunder shall be applied as if recovered or received prior to the aforesaid   settlement, and all necessary adjustments shall be made by the parties hereto.   4. The Company shall be deemed to be “liable to pay” a loss when a judgment has been   rendered that neither the Company [for direct reinsurance business] nor EMCC [for   assumed reinsurance business] plans to appeal, and/or the Company or EMCC has   obtained a release, and/or the Company or EMCC has accepted a proof of loss.   5. Nothing in this clause shall be construed to mean that losses are not recoverable   hereunder until the Company’s Ultimate Net Loss has been ascertained.   B. “Loss Adjustment Expense” means costs and expenses incurred or assumed by the   Company in connection with the investigation, appraisal, adjustment, settlement, litigation,   defense or appeal of a specific claim or loss, or alleged loss, including but not limited to:   1. court costs;     





 







   Effective: January 1, 2016        7 of 15        2. costs of supersedeas and appeal bonds;   3. monitoring counsel expenses;   4. legal expenses and costs incurred in connection with coverage questions and legal   actions connected thereto, including but not limited to declaratory judgment actions;   5. post-judgment interest;   6. pre-judgment interest, unless included as part of an award or judgment; and   7. subrogation, salvage and recovery expenses.   “Loss Adjustment Expense” does not include salaries and expenses of EMCC’s employees,   and office and other overhead expenses.   C. 1. "Cat Loss Occurrence(s)" shall mean any one accident, casualty, disaster, or   occurrence or series of accidents, casualties, disasters or occurrences arising out of   or following from one event and coded as such in EMCC’s claims and/or accounting   system records.            2      A “Cat Loss Occurrence” must be composed of more than one Reinsurance Treaty.         D.     “Contract Year” means the period from January 1, 2016 through December 31, 2016, and   each respective 12-month period thereafter that this Contract continues in force shall be a   separate Contract Year.  If this Contract is terminated, however, the final Contract Year shall be   from the beginning of the then current Contract Year through the date of termination.  In the event   this Contract expires or is terminated on a run-off basis, the run-off period shall be considered   part of the Contract Year ending on the date of expiration or termination.   E “Reinsurance Treaty(ies)” means any binder or contract of reinsurance issued,              accepted or held covered provisionally or otherwise, by or on behalf of the Company, and any   reinsurance business assumed by the Company through its quota share agreement with EMCC.       ARTICLE 10   COMMENCEMENT AND TERMINATION   A. This Contract shall take effect at 12:01 A.M. on January 1, 2016, applying to losses   occurring, or claims made, as applicable, during the term of this Contract and shall remain in   force for an indefinite period but may be terminated on any January 1 by either party giving to   the other party 90 days’ prior notice.   B. At termination of this Contract, the Reinsurer shall be released from liability for losses   occurring after termination.   C. In the event that this Contract is terminated for any reason, the Reinsurer shall notify the   Iowa Insurance Division.       





 







   Effective: January 1, 2016        8 of 15           ARTICLE 11   EXTRA CONTRACTUAL OBLIGATIONS/EXCESS OF POLICY LIMITS   A. This Contract shall cover Extra Contractual Obligations, as provided in the definition of   Ultimate Net Loss.  “Extra Contractual Obligations” shall be defined as those liabilities not   covered under any other provision of this Contract and that arise from the handling of any   claim on business covered hereunder, such liabilities arising because of, but not limited to,   the following:  failure by the Company or EMCC to settle within the policy limit, or by reason   of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement, or in the   preparation of the defense or in the trial of any action against its insured or reinsured, or in   the preparation or prosecution of an appeal consequent upon such action.   B. This Contract shall cover Loss in Excess of Policy Limits, as provided in the definition of   Ultimate Net Loss.  “Loss in Excess of Policy Limits” shall be defined as Loss in excess of   the policy limit, having been incurred because of, but not limited to, failure by the Company   or EMCC to settle within the policy limit or by reason of alleged or actual negligence, fraud   or bad faith in rejecting an offer of settlement, or in the preparation of the defense or in the   trial of any action against its insured or reinsured, or in the preparation or prosecution of an   appeal consequent upon such action.   C. An Extra Contractual Obligation and/or Loss in Excess of Policy Limits shall be deemed to   have occurred on the same date as the loss covered under the Company's or EMCC’s   policy, and shall constitute part of the original loss.   D. For the purposes of the Loss in Excess of Policy Limits coverage hereunder, the word “Loss”   shall mean any amounts for which the Company or EMCC would have been contractually   liable to pay had it not been for the limit of the original policy.   E. Loss Adjustment Expense in respect of Extra Contractual Obligations and/or Loss in Excess   of Policy Limits shall be covered hereunder in the same manner as other Loss Adjustment   Expense.   F. However, this Article shall not apply where the loss has been incurred due to final legal   adjudication of fraud of a member of the Board of Directors or a corporate officer of the   Company or EMCC acting individually, collectively or in collusion with any individual or   corporation or any other organization or party involved in the presentation, defense or   settlement of any claim covered hereunder.   G. In no event shall coverage be provided to the extent not permitted under law.      ARTICLE 12   NET RETAINED LIABILITY   This Contract applies only to that portion of any loss that the Company retains net for its own   account.     





 







   Effective: January 1, 2016        9 of 15           ARTICLE 13   ORIGINAL CONDITIONS   All reinsurance under this Contract shall be subject to the same terms, conditions, waivers and   interpretations, and to the same modifications and alterations as the respective Reinsurance   Treaties of EMCC and the Reinsured.  However, in no event shall this be construed in any way   to provide coverage outside the terms and conditions set forth in this Contract.   ARTICLE 14   NO THIRD PARTY RIGHTS   This Contract is solely between the Reinsured and the Reinsurer, and in no instance shall any   insured, claimant or other third party have any rights under this Contract except as may be   expressly provided otherwise herein.   ARTICLE 15   DISPUTES   Any disputes arising out of the interpretation of this Contract shall be submitted to the respective   Inter-Company Committees of the boards of directors of EMCC and EMC Insurance Group Inc.   pursuant to the terms of the charters of the Inter-Company Committees then in effect for final   and binding resolution.      ARTICLE 16   JURISDICTION   If EMCC, as the assuming reinsurer, fails to perform its obligations under the terms of this Contract   then EMCC, at EMC Re’s request, shall agree (a) to submit itself to the jurisdiction of any state   court in the State of Iowa, as state courts in the State of Iowa shall have jurisdiction over any   dispute between the parties related to this Contract, (b) to comply with all requirements necessary   to give the court jurisdiction, and (c) to abide by the final decision of the court or any appellate   court if there is an appeal.      ARTICLE 17   CURRENCY   A. Where the word “Dollars” and/or the sign “$” appear in this Contract, they shall mean United   States Dollars, and all payments hereunder shall be in United States Dollars.   B. For purposes of this Contract, where the Company or EMCC receives premiums or pays   losses in currencies other than United States Dollars, such premiums or losses shall be   converted into United States Dollars at the actual rates of exchange at which these   premiums or losses are entered in EMCC’s books.     





 







   Effective: January 1, 2016        10 of 15           ARTICLE 18   INDEMNIFICATION AND ERRORS AND OMISSIONS   A. The Reinsurer is reinsuring, subject to the terms and conditions of this Contract, the   obligations assumed by the Reinsured under any Reinsurance Treaties.  The Reinsurer   shall be bound by the judgment of the Company as to the obligation(s) and liability(ies) of   the Company under any Reinsurance Treaties.   B. Any inadvertent error, omission or delay in complying with the terms and conditions of this   Contract shall not be held to relieve either party hereto from any liability that would attach to   it hereunder if such error, omission or delay had not been made, provided such error,   omission or delay is rectified immediately upon discovery.      ARTICLE 19   INSOLVENCY   A. In the event of insolvency and the appointment of a conservator, liquidator or statutory   successor of the Company, the portion of any risk or obligation assumed by the Reinsurer   shall be payable to the conservator, liquidator or statutory successor on the basis of claims   allowed against the insolvent Company by any court of competent jurisdiction or by any   conservator, liquidator or statutory successor of the Company having authority to allow such   claims, without diminution because of that insolvency, or because the conservator, liquidator   or statutory successor has failed to pay all or a portion of any claims.      B. Payments by the Reinsurer as above set forth shall be made directly to the Company or to its   conservator, liquidator or statutory successor, except as provided by applicable law and   regulation in the event of the insolvency of the Company.      C. In the event of the insolvency of the Reinsurer, the liquidator, receiver, conservator or statutory   successor of the Reinsurer shall notify the Company of the pendency of a claim against the   insolvent Reinsurer on the Contract or contracts reinsured within a reasonable time after such   claim is filed in the insolvency proceeding and, during the pendency of such claim, the   Company may investigate such claim and interpose, at its own expense, in the proceeding   where such claim is to be adjudicated any defense or defenses which it may deem available   to the Reinsurer or its liquidator, receiver, conservator or statutory successor.        D. The original reinsured or policyholder shall not have any rights against the Reinsurer which   are not specifically set forth in this Contract, or in a specific agreement between the Reinsurer   and the original reinsured or policyholder.          





 







   Effective: January 1, 2016        11 of 15        ARTICLE 20   SAVINGS/SEVERABILITY   If any provision of this Contract shall be rendered illegal or unenforceable by the laws, regulations   or public policy of any state, such provision shall be considered void in such state, but this shall   not affect the validity or enforceability of any other provision of this Contract, nor the enforceability   of such provision in any other jurisdiction.  In no event shall coverage be provided to the extent   that such coverage is not permitted under Iowa law.  However, no provisions under this Article   shall render any provisions of paragraph B of the Exclusions Article inoperable.       ARTICLE 21   OFFSET   EMCC and EMC Re shall have the right to offset any balance or amounts due from one party to   the other under the terms of this Contract and the quota share agreement described in Article 9   Section E of this Contract.  The party asserting the right of offset may exercise such right any time   whether the balances due are on account of premiums or losses or otherwise. In the event of the   insolvency of any party, offset shall be as permitted by applicable law.      ARTICLE 22   GOVERNING LAW   This Contract shall be governed as to performance, administration and interpretation by the laws   of the State of Iowa, exclusive of conflict of law rules.  However, with respect to credit for   reinsurance, the rules of all applicable states shall apply.      ARTICLE 23   ENTIRE AGREEMENT   This Contract sets forth all of the duties and obligations between the Company and the Reinsurer   and supersedes any and all prior or contemporaneous written agreements with respect to matters   referred to in this Contract.  This Contract may not be modified or changed except by an   amendment to this Contract in writing signed by both parties, and any modification or amendment   to this Contract must receive prior approval from the Iowa Insurance Division to be effective.    However, this Article shall not be construed as limiting the admissibility of evidence regarding the   formation, interpretation, purpose or intent of this Contract.     





 







   Effective: January 1, 2016        12 of 15        ARTICLE 24   NON-WAIVER   The failure of the Company or the Reinsurer to insist on compliance with this Contract or to   exercise any right or remedy shall not constitute a waiver of any rights contained in this Contract   nor prevent either party from thereafter demanding full and complete compliance nor prevent   either party from exercising such remedy in the future.      ARTICLE 25   MODE OF EXECUTION   A. This Contract may be executed by:   1. an original written ink signature of paper documents;   2. an exchange of facsimile copies showing the original written ink signature of paper   documents;   3. electronic signature technology employing computer software and a digital signature   or digitizer pen pad to capture a person’s handwritten signature in such a manner that   the signature is unique to the person signing, is under the sole control of the person   signing, is capable of verification to authenticate the signature and is linked to the   document signed in such a manner that if the data is changed, such signature is   invalidated.   B. The use of any one or a combination of these methods of execution shall constitute a legally   binding and valid signing of this Contract.  This Contract may be executed in one or more   counterparts, each of which, when duly executed, shall be deemed an original.                                





 







   Effective: January 1, 2016        13 of 15        In WITNESS WHEREOF, the parties hereto, by their respective duly authorized officers, have   executed this Aggregate Catastrophe Excess of Loss and Per Occurrence Catastrophe Excess   of Loss Reinsurance Contract on the dates recorded below.      EMC Reinsurance Company                               Employers Mutual Casualty Company               By:      /s/ Ron D. Hallenbeck                            By:     /s/ Bruce G. Kelley                                    Ron D. Hallenbeck     Bruce G. Kelley    President      President & CEO         Date:   February 15, 2016                                 Date:       February 15, 2016                                                              





 







   Effective: January 1, 2016        14 of 15        NUCLEAR INCIDENT EXCLUSION CLAUSE - PHYSICAL DAMAGE - REINSURANCE -   U.S.A.   1. This Reinsurance does not cover any loss or liability accruing to the Reassured, directly or   indirectly, and whether as Insurer or Reinsurer, from any Pool of Insurers or Reinsurers   formed for the purpose of covering Atomic or Nuclear Energy risks.   2. Without in any way restricting the operation of paragraph (1) of this clause, this Reinsurance   does not cover any loss or liability accruing to the Reassured, directly or indirectly and   whether as Insurer or Reinsurer, from any insurance against Physical Damage (including   business interruption or consequential loss arising out of such Physical Damage) to:   I. Nuclear reactor power plants including all auxiliary property on the site, or   II. Any other nuclear reactor installation, including laboratories handling radioactive   materials in connection with reactor installations, and “critical facilities” as such, or   III. Installations for fabricating complete fuel elements or for processing substantial   quantities of “special nuclear material”, and for reprocessing, salvaging, chemically   separating, storing or disposing of “spent” nuclear fuel or waste materials, or   IV. Installations other than those listed in paragraph (2) III above using substantial   quantities of radioactive isotopes or other products of nuclear fission.   3. Without in any way restricting the operations of paragraphs (1) and (2) hereof, this   Reinsurance does not cover any loss or liability by radioactive contamination accruing to the   Reassured, directly or indirectly, and whether as Insurer or Reinsurer, from any insurance   on property which is on the same site as a nuclear reactor power plant or other nuclear   installation and which normally would be insured therewith except that this paragraph (3)   shall not operate:   (a) where Reassured does not have knowledge of such nuclear reactor power plant or   nuclear installation, or   (b) where said insurance contains a provision excluding coverage for damage to property   caused by or resulting from radioactive contamination, however caused. However on   and after 1st January 1960 this sub-paragraph (b) shall only apply provided the said   radioactive contamination exclusion provision has been approved by the   Governmental Authority having jurisdiction thereof.   4. Without in any way restricting the operations of paragraphs (1), (2) and (3) hereof, this   Reinsurance does not cover any loss or liability by radioactive contamination accruing to the   Reassured, directly or indirectly, and whether as Insurer or Reinsurer, when such   radioactive contamination is a named hazard specifically insured against.   5. It is understood and agreed that this clause shall not extend to risks using radioactive   isotopes in any form where the nuclear exposure is not considered by the Reassured to be   the primary hazard.   6. The term “special nuclear material” shall have the meaning given it in the Atomic Energy Act   of 1954 or by any law amendatory thereof.   7. Reassured to be sole judge of what constitutes:     





 







   Effective: January 1, 2016        15 of 15        (a) substantial quantities, and   (b) the extent of installation, plant or site.   Note:  Without in any way restricting the operation of paragraph (1) hereof, it is understood and   agreed that   (a) all policies issued by the Reassured on or before 31st December 1957 shall be free   from the application of the other provisions of this Clause until expiry date or   31st December 1960 whichever first occurs whereupon all the provisions of this Clause   shall apply.   (b) with respect to any risk located in Canada policies issued by the Reassured on or   before 31st December 1958 shall be free from the application of the other provisions   of this Clause until expiry date or 31st December 1960 whichever first occurs   whereupon all the provisions of this Clause shall apply.   12/12/57   NMA 1119      NOTES: Wherever used herein the terms:   “Reassured” shall be understood to mean “Company”, “Reinsured”, “Reassured”   or whatever other term is used in the attached reinsurance   document to designate the reinsured company or companies.    “Reinsurers” shall be understood to mean “Reinsurers”, “Underwriters” or   whatever other term is used in the attached reinsurance document   to designate the reinsurer or reinsurers.