ex10_10.htm


    
      

    

    EXHIBIT
10.10

    


    EMPLOYERS
MUTUAL CASUALTY COMPANY

    NON-EMPLOYEE
DIRECTORS' POST-SERVICE BENEFITS PLAN

    (Restated
Effective January 1, 2008)

    


    SECTION
1. PURPOSE. The
purpose of the Employers Mutual Casualty Company Non-Employee Directors'
Post-Service Benefits Plan (the "Plan") is to enable Employers Mutual Casualty
Company ("EMCC" or "Company") to attract and retain non-employee individuals of
exceptional ability to serve as directors of the Company.

    


    SECTION
2.  DEFINITIONS

     

    "Annual
Retainer" for any given year shall mean the cash retainer which was or is to be
paid to an Eligible Director (as hereinafter defined) in connection with such
individual's service as a director, but shall not include any meeting fees or
per diem amounts paid to such director for attendance at board and/or committee
meetings.

     

    “Annual
Retainer Cap” means that for purposes of calculating the Post-Service Benefits
under Section 5 of the Plan, the Annual Retainer for any given year shall be
limited to a maximum of $15,000.

    


    “Beneficiary”
means a person designated by a director or as otherwise provided in Section 14,
who is or may become entitled to a benefit under the Plan.

    


    "Board"
means the Board of Directors of the Company.

     

    "Effective
Date" of the Plan, as restated, means January 1, 2008.  The Plan
originally was effective January 1, 1993, and was subsequently restated
effective January 1, 2000.  Benefits for Eligible Directors who are in
pay status prior to the restated Effective Date or who terminated their Board
service prior to the restated Effective Date and are waiting for payments to
begin shall be governed by the terms of the Plan as of their Severance Date,
unless a subsequent amendment specifically addresses their benefits or rights
under the Plan.

    


    "Eligible
Director" means an individual who is a member of the Board on or after the
original Effective Date, and who is not concurrently an employee of the
Company.

    


    "Post-Service
Benefit(s)" means the retirement benefits provided to Eligible Directors or
their Beneficiaries in accordance with the provisions of Sections 4, 5 and 14 of
this Plan.

    


    "Severance
Date" means the date on which an Eligible Director's service on the Board
terminates, for any reason.

    


    "Vested
Director" means an Eligible Director who has completed a minimum of five (5)
Years of Service on the Board as an Eligible Director.

    


    "Vesting
Date" means the date upon which an Eligible Director completes five (5) Years of
Service on the Board as an Eligible Director, and becomes a Vested
Director.


    
      
         


      

      
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    "Year(s)
of Service" means a period of twelve (12) consecutive months of service as an
Eligible Director, measured from the date of such individual's election to the
Board or the anniversary thereof.  In those instances in which a
director who is also an employee of the Company terminates his or her employment
relationship with the Company but continues as a director (thus becoming an
Eligible Director), a Year of Service shall consist of a twelve (12) month
period commencing on the date such employment relationship terminates and the
individual becomes an Eligible Director.

    


    "Years of
Service Cap" means the total number of years served by a director as a member of
the Board, whether or not the director was an Eligible Director during all of
such time period. For purposes of this computation, all years of service prior
to the Effective Date shall also be included in the calculations.

    


    SECTION
3. VESTING. An
Eligible Director shall be entitled to a Post­-Service Benefit upon
completing five (5) Years of Service as an Eligible Director.

    


    SECTION
4. PAYMENT OF
POST-SERVICE BENEFITS. The Company shall pay a Vested Director who has
attained the age of 65 years an annual Post-Service Benefit, in an amount
calculated pursuant to Section 5 hereof. Such payments shall commence on the
first business day of April which first follows the Vested Director's Severance
Date, and shall continue thereafter on each anniversary date (deemed to be the
first business day of April) of the initial payment of a Post-Service Benefit to
such individual. In the case of a Vested Director whose Severance Date occurs
prior to the attainment of age 65, the initial payment of a Post-Service Benefit
shall occur on the first business day of April following the Vested Director's
65th
birthday, with annual payments thereafter continuing on the anniversary date(s)
of such payment.

    


    The
number of annual payments of the Post-Service Benefit shall not exceed the Years
of Service Cap. Subject to this limitation on the maximum number of annual
payments of Post-Service Benefits, the right to receive Post-Service Benefits
shall continue upon the death of the Vested Director as provided in Section
14.

    


    SECTION
5. CALCULATION OF
RETIREMENT BENEFIT AMOUNT. The Post-Service Benefit shall be an amount
equal to 100% of the average amount of the Annual Retainer (subject to the
Annual Retainer Cap) paid to each Eligible Director during the three (3) years
immediately prior to the recipient director's Severance Date. Notwithstanding
the foregoing, however, the Post-Service Benefit shall be reduced by ten percent
(10%) of such calculated amount for each year, if any, by which the total number
of Years of Service accrued as of the recipient director's Severance Date is
less than ten.

    


    SECTION
6. ADMINISTRATION. The
general administration of this Plan shall be the responsibility of
the  Human Resources Department. Senior management of the Company may,
in their discretion, designate one or more individuals as administrators for the
day-to-day operations of the Plan.

    

      
        
           


        

        
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    SECTION
7. AMENDMENT AND
TERMINATION. The Board may terminate this Plan at any time, and may amend
or modify this Plan at any time or from time to time, and in any respect;
provided, however, that no such amendment, modification or termination shall in
any manner adversely affect the Post-Service Benefits of (i) any former director
(or such director's Beneficiary) then currently receiving Post-Service Benefits,
or (ii) any Vested Director who has attained the age of 65.  In
addition, no amendment, modification or termination shall result in any
acceleration or deferral of any payment hereunder unless permitted by Internal
Revenue Code Section 409A, or by regulations or other written guidance issued
with respect thereto by the Internal Revenue Service or the U.S.
Treasury.

    


    SECTION
8. NO RIGHT TO
CONTINUE AS A DIRECTOR. Neither the adoption of this Plan nor any of the
provisions of the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company will retain or re-elect an
Eligible Director for any period of time, or at any particular rate of
compensation.

    


    SECTION
9. NON-ALIENATION OF
BENEFITS. No benefit provided under this Plan may be assigned, pledged,
mortgaged or hypothecated or shall be subject to legal process or attachment for
the payment of claims of any creditor of an Eligible Director, of a Vested
Director, or of the Beneficiary of such a director.

    


    SECTION
10. NO FUNDING
OBLIGATION. This Plan is unfunded and the Post-Service Benefits payable
hereunder shall be paid by the Company out of its general assets. The Company
may make such arrangements for its own benefit as it desires to provide for the
payment of any benefits hereunder, and no person shall have any claim against a
particular fund or asset owned by the Company or in which it has an interest to
secure the payment of the Company's obligations hereunder. A Vested Director (or
such director's Beneficiary), entitled to a Post-Service Benefit under this Plan
shall have no greater rights than those of an unsecured general creditor of the
Company. Notwithstanding the foregoing, however, the Company shall establish an
appropriate reserve on its books for this liability as soon as practicable
following approval of this Plan (or any amendments thereto) by the Board, in
order to satisfy the requirements of the Financial Accounting Standards Board
(FASB).

    


    SECTION
11. EFFECTIVE
DATE. The original Plan (then known as the Employers Mutual Casualty
Company Non-Employee Directors' Retirement Plan) became effective as of January
1, 1993. The amended Plan, which provided for joint and survivor benefits,
together with certain other changes to the original Plan,  became
effective, with respect to such changes, as of January 1, 2000.  This
restated Plan, which makes certain modifications to bring it into compliance
with Section 409A of the Internal Revenue Code shall become effective, with
respect to such changes, as of January 1, 2008; provided that it is subsequently
approved by the policyholders of EMCC.

    


    SECTION
12. TITLES.
Titles are provided herein for convenience only and are not to serve as a basis
for interpretation or construction of this Plan.

    


    SECTION
13. GOVERNING
LAW. This Plan and all rights and obligations under the Plan shall be
construed in accordance with and governed by the laws of the State of
Iowa.

    

      
        
           


        

        
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    SECTION 14. DEATH BENEFIT TO
BENEFICIARY. In the event of a Vested Director's death (whether
death occurs before or after the Vested Director’s Severance Date), the Company
will distribute to the Vested Director's Beneficiary the Vested Director’s
remaining Post-Service Benefits (as calculated pursuant to Sections 4 and 5
hereof) in annual payments up to the Years of Service Cap.  The
benefit under this Section 14 shall not extend or increase the amount or the
maximum number of annual payments of the Post-Service Benefit which a Vested
Director and/or a Vested Director’s Beneficiary may receive.  Payments
to a Vested Director’s Beneficiary shall commence in accordance with Section 4
after the Company receives notification or otherwise confirms the Vested
Director’s death.  If the Vested Director’s death occurs prior to the
commencement of benefits, for purposes of this Section 14 and Section 4,
payments shall commence on the April 1 following the date of death, with the
remaining payments made on each April 1 thereafter.

    


    A.  Beneficiary
Designation.  A  director may designate, in writing,
any person(s) (including a trust or other entity), contingently or successively
to whom the Company will pay all or any portion of a Vested Director’s
Post-Service Benefits in the event of death.  The Company will
prescribe the form for the director’s written designation of Beneficiary and,
upon the director’s proper completion and filing of the form with the Company,
the form effectively revokes all designations filed prior to the date by the
same director.

    


    B.  Default
Beneficiary.  If a Vested Director fails to name a Beneficiary,
the Beneficiary predeceases the Director, the Beneficiary designation is invalid
for any reason, or the Beneficiary disclaims the Vested Director’s Post-Service
Benefits and the Company has accepted the disclaimer as valid under applicable
law, then the Company will distribute a Vested Director’s Post-Service Benefits
in accordance with this Section 14 in the following order of priority
to:

    


    
      	
               
      

            	
              (1)

            	
              Spouse.  The
      Vested Director’s surviving spouse and, if no surviving spouse,
      to

            


    

    


    
      	
               
      

            	
              (2)

            	
              Descendants.  The
      Vested Director’s children (including adopted children), in equal shares
      by right of representation (one share for each surviving child and one
      share for each child who predeceases the Vested Director with living
      descendents); and if none to

            


    

    


    
      	
               
      

            	
              (3)

            	
              Parents.  The
      Vested Director’s surviving parents, in equal shares; and if none
      to

            


    

    


    
      	
               
      

            	
              (4)

            	
              Estate.  The
      Vested Director’s estate.

            


    

    


    C.  Death of
Beneficiary.  If the Beneficiary survives the Vested Director,
but dies prior to distribution of the Vested Director’s entire Post-Service
Benefits, the Company will distribute the remaining Post-Service Benefits in the
same manner as described in Section 14B (applied as though the Beneficiary were
the Vested Director) unless the Vested Director’s Beneficiary designation
provides otherwise.


    
      
         


      

      
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    D. Simultaneous Death of Vested Director and
Beneficiary.  If a Vested Director and his or her Beneficiary
should die simultaneously, or under circumstances that render it difficult or
impossible to determine who predeceased the other, then unless the Vested
Director’s beneficiary designation otherwise specifies, the Company will presume
conclusively that the Beneficiary predeceased the Vested Director.

    


    E. Incapacitated Vested Director or
Beneficiary.  If, in the opinion of the Company, a Director or
Beneficiary entitled to Post-Service Benefits is not able to care for his or her
affairs because of a mental condition, a physical condition, or by reason of
age, the Company will make the distribution to the Vested Director’s or
Beneficiary’s guardian, conservator, trustee, custodian (including under a
Uniform Transfers or Gifts to Minors Act) or to his or her attorney-in-fact or
to other legal representative, upon furnishing evidence of such status
satisfactory to the Company.  The Company does not have any liability
with respect to payments so made and the Company does not have any duty to make
inquiry as to the competence of any person entitled to receive payments under
the Plan.

    
 

    
      
        	 	
                EMPLOYERS
      MUTUAL CASUALTY COMPANY

              
	 	
                By:

              	
                /s/
      Kristi K. Johnson

              
	 	
                Title:

              	
                Vice
      President

              
	 	
                Date:

              	
                October
      28, 2008

              


      

    

     

     

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