ex10_8.htm


    
      

    

    EXHIBIT
10.8

    


     

     

    
 

    Employers
Mutual Casualty Company

    Board
and Executive Nonqualified Excess Plan

    


    Amended
and Restated, Effective January 1, 2008

     

     

    
 

    
      
         


      

      
        46

        
          

        

      

      
         


      

    

     

    
      
        
          	
                  ARTICLE
      I

                	 
      	
                  Establishment
      and Purpose

                	
                  48

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      II

                	 
      	
                  Definitions

                	
                  48

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      III

                	 
      	
                  Eligibility
      and Participation

                	
                  53

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      IV

                	 
      	
                  Deferrals

                	
                  54

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      V

                	 
      	
                  Company
      Contributions

                	
                  56

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      VI

                	 
      	
                  Benefits

                	
                  56

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      VII

                	 
      	
                  Modifications
      to Payment Schedules

                	
                  59

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      VIII

                	 
      	
                  Valuation
      of Account Balances; Investments

                	
                  59

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      IX

                	 
      	
                  Administration

                	
                  60

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      X

                	 
      	
                  Amendment
      and Termination

                	
                  61

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      XI

                	 
      	
                  Informal
      Funding

                	
                  62

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      XII

                	 
      	
                  Claims

                	
                  62

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      XIII

                	 
      	
                  General
      Provisions

                	
                  66

                


        

      

    

    

      
        
           


        

        
          47

          
            

          

        

        
           


        

      

    

     

    Article
I

    Establishment
and Purpose

     

    Employers
Mutual Casualty Company hereby amends and restates the Employers Mutual Casualty
Company Board and Executive Nonqualified Excess Plan (the “Plan”), effective
January 1, 2008. This amendment and restatement applies to all amounts
previously or hereafter deferred under the Plan, it being expressly intended
that this amendment and restatement shall constitute a material modification of
the Plan as in effect on October 3, 2004, such that all amounts deferred under
the Plan prior to January 1, 2005, shall be subject to Code Section
409A.

    


    The
purpose of the Plan is to attract and retain key employees and Directors by
providing Participants with an opportunity to defer receipt of a portion of
their salary, bonus, and other specified compensation. The Plan is not intended
to meet the qualification requirements of 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 a Participating Employer to pay benefits in
the future. Participants in the Plan shall have the status of general unsecured
creditors of the Company or the Adopting Employer, as applicable. Each
Participating Employer shall be solely responsible for payment of the benefits
of its employees and their beneficiaries. The Plan is unfunded for federal tax
purposes and is intended to be an unfunded arrangement for eligible employees
who are part of a select group of management or highly compensated employees of
the Employer within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of
ERISA. Any amounts set aside to defray the liabilities assumed by the Company or
an Adopting Employer will remain the general assets of the Company or the
Adopting Employer and shall remain subject to the claims of the Company’s or the
Adopting Employer'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 a Participating Employer to a Participant as
      determined under the terms of the Plan. The Committee may maintain an
      Account to record the total obligation to a Participant and component
      Accounts to reflect amounts payable at different times and in different
      forms. 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 any Account, the
      total payment obligation owed to a Participant from such Account as of the
      most recent Valuation Date.

            


    

    


    
      	
              2.3

            	
              Adopting
      Employer. Adopting Employer means an Affiliate who, with the
      consent of the Company, has adopted the Plan for the benefit of its
      eligible employees.

            


    

    


    
      	
              2.4

            	
              Affiliate.
      Affiliate means a corporation, trade or business that, together with the
      Company, is treated as a single employer under Code Section 414(b) or
      (c).

            


    

    


    
      	
              2.5

            	
              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 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 have
      predeceased the Participant.

            


    

    


    A former
spouse shall have no interest under the Plan, as Beneficiary or otherwise,
unless the Participant designates such person as a Beneficiary after dissolution
of the marriage, except to the extent provided under the terms of a domestic
relations order as described in  Code Section
414(p)(1)(B).

    


    
      	
              2.6

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

            


    


    
      
         


      

      
        48

        
          

        

      

      
         


      

    

     

    
      	
              2.7

            	
              Change in
      Control. Change in Control means, with respect to a Participating
      Employer that is organized as a corporation, any of the following events:
      (i) a change in the ownership of the Participating Employer, (ii) a change
      in the effective control of the Participating Employer, or (iii) a change
      in the ownership of a substantial portion of the assets of the
      Participating Employer.

            


    

    


    For
purposes of this Section, a change in the ownership of the Participating
Employer occurs on the date on which any one person, or more than one person
acting as a group, acquires ownership of stock of the Participating Employer
that, together with stock held by such person or group constitutes more than 50%
of the total fair market value or total voting power of the stock of the
Participating Employer. A change in the effective control of the Participating
Employer occurs on the date on which either: (i) a person, or more than one
person acting as a group, acquires ownership of stock of the Participating
Employer possessing 30% or more of the total voting power of the stock of the
Participating Employer, taking into account all such stock acquired during the
12-month period ending on the date of the most recent acquisition, or (ii) a
majority of the members of the Participating Employer’s Board of Directors is
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of such Board of Directors prior to
the date of the appointment or election, but only if no other corporation is a
majority shareholder of the Participating Employer. A change in the ownership of
a substantial portion of assets occurs on the date on which any one person, or
more than one person acting as a group, other than a person or group of persons
that is related to the Participating Employer, acquires assets from the
Participating Employer that have a total gross fair market value equal to or
more than 40% of the total gross fair market value of all of the assets of the
Participating Employer immediately prior to such acquisition or acquisitions,
taking into account all such assets acquired during the 12-month period ending
on the date of the most recent acquisition.

    


    An event
constitutes a Change in Control with respect to a Participant only if the
Participant performs services for the Participating Employer that has
experienced the Change in Control, or the Participant’s relationship to the
affected Participating Employer otherwise satisfies the requirements of Treasury
Regulation Section 1.409A-3(i)(5)(ii).

    


    Notwithstanding
anything to the contrary herein, with respect to a Participating Employer that
is a partnership, Change in Control means only a change in the ownership of the
partnership or a change in the ownership of a substantial portion of the assets
of the partnership, and the provisions set forth above respecting such changes
relative to a corporation shall be applied by analogy.

    


    The
determination as to the occurrence of a Change in Control shall be based on
objective facts and in accordance with the requirements of Code Section
409A.

    


    
      	
              2.8

            	
              Claimant.
      Claimant means a Participant or Beneficiary filing a claim under Article
      XII of this Plan.

            


    

    


    
      	
              2.9

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

            


    

    


    
      	
              2.10

            	
              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.

            


    

    


    
      	
              2.11

            	
              Committee.
      Committee means the committee appointed by the Board of Directors of the
      Company (or the appropriate committee of such board) to administer the
      Plan. If no designation is made, the Chief Executive Officer of the
      Company or his delegate shall have and exercise the powers of the
      Committee.

            


    

    


    
      	
              2.12

            	
              Company.
      Company means Employers Mutual Casualty
Company.

            


    

    


    
      	
              2.13

            	
              Company
      Contribution. Company Contribution means a credit by a
      Participating Employer to a Participant’s Account(s) in accordance with
      the provisions of Article V of the Plan. Company Contributions are
      credited at the sole discretion of the Participating Employer and the fact
      that a Company Contribution is credited in one year shall not obligate the
      Participating Employer to continue to make such Company Contribution in
      subsequent years. Unless the context clearly indicates otherwise, a
      reference to Company Contribution shall include Earnings attributable to
      such contribution.

            


    


    
      
         


      

      
        49

        
          

        

      

      
         


      

    


    


    
      	
              2.14

            	
              Compensation.
      Compensation means a Participant’s base salary, bonus, commission,
      Director fees, and such other cash or equity-based compensation (if any)
      approved by the Committee as Compensation that may be deferred under this
      Plan. Compensation shall not include any compensation that has been
      previously deferred under this Plan or any other arrangement subject to
      Code Section 409A.

            


    

    


    
      	
              2.15

            	
              Compensation Deferral
      Agreement. Compensation Deferral Agreement means an agreement
      between a Participant and a Participating Employer that specifies: (i) the
      amount of each component of Compensation that the Participant has elected
      to defer to the Plan in accordance with the provisions of Article IV, and
      (ii) the Payment Schedule applicable to one or more Accounts. The
      Committee may permit different deferral amounts for each component of
      Compensation and may establish a minimum or maximum deferral amount for
      each such component. Unless otherwise specified by the Committee in the
      Compensation Deferral Agreement, Participants may defer up to 75% of their
      base salary and up to 100% of other types of Compensation for a Plan Year.
      A Compensation Deferral Agreement may also specify the investment
      allocation described in Section
8.4.

            


    

    


    
      	
              2.16

            	
              Death Benefit.
      Death Benefit means the benefit payable under the Plan to a Participant’s
      Beneficiary(ies) upon the Participant’s death as provided in Section 6.1
      of the Plan.

            


    

    


    
      	
              2.17

            	
              Deferral.
      Deferral means a credit to a Participant’s Account(s) that records that
      portion of the Participant’s Compensation that the Participant has elected
      to defer to the Plan in accordance with the provisions of Article IV.
      Unless the context of the Plan clearly indicates otherwise, a reference to
      Deferrals includes Earnings attributable to such
  Deferrals.

            


    

    


    Deferrals
shall be calculated with respect to the gross cash Compensation payable to the
Participant prior to any deductions or withholdings, but shall be reduced by the
Committee as necessary so that it does not exceed 100% of the cash Compensation
of the Participant remaining after deduction of all required income and
employment taxes, 401(k) and other employee benefit deductions, and other
deductions required by law. Changes to payroll withholdings that affect the
amount of Compensation being deferred to the Plan shall be allowed only to the
extent permissible under Code Section 409A.

    


    
      	
              2.18 

            	
              Director.  Director
      means a member of the Board of Directors of the
  Company.

            


    

    


    
      	
              2.19

            	
              Disability
      Benefit. Disability Benefit means the benefit payable under the
      Plan to a Participant in the event such Participant is determined to be
      Disabled.

            


    

    


    
      	
              2.20

            	
              Disabled.
      Disabled means that a Participant 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: (i) unable to engage in any substantial gainful
      activity, or (ii) receiving income replacement benefits for a period of
      not less than three months under an accident and health plan covering
      employees of the Participant’s employer. 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
      the Railroad Retirement Board, or if the Participant is determined to be
      disabled under the Company’s Disability
Plan.

            


    

    


    
      	
              2.21

            	
              Earnings.
      Earnings means an adjustment to the value of an Account in accordance with
      Article VIII.

            


    

    


    
      	
              2.22

            	
              Effective Date.
      Effective Date means January 1,
2009.

            


    

    


    
      	
              2.23

            	
              Eligible
      Employee. Eligible Employee means a member of a “select group of
      management or highly compensated employees” of a Participating Employer
      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.

            


    

    


    
      	
              2.24

            	
              Employee.
      Employee means a common-law employee of an
  Employer.

            


    

    


    
      	
              2.25

            	
              Employer.
      Employer means, with respect to Employees it employs, the Company and each
      Affiliate.

            


    

    


    
      	
              2.26

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

            


    

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    
      	
              2.27

            	
              Fiscal Year
      Compensation. Fiscal Year Compensation means Compensation earned
      during one or more consecutive fiscal years of a Participating Employer,
      all of which is paid after the last day of such fiscal year or
      years.

            


    

    


    
      	
              2.28

            	
              Participant.
      Participant means an Eligible Employee or a Director who has received
      notification of his or her eligibility to defer Compensation under the
      Plan under 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 or a Director. A Participant’s continued
      participation in the Plan shall be governed by Section 3.2 of the
      Plan.

            


    

    


    
      	
              2.29

            	
              Participating
      Employer. Participating Employer means the Company and each
      Adopting Employer.

            


    

    


    
      	
              2.30

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

            


    

    


    
      	
              2.31

            	
              Performance-Based
      Compensation. Performance-Based Compensation means Compensation
      where the amount of, or entitlement to, the Compensation is contingent on
      the satisfaction of pre-established organizational or individual
      performance criteria relating to a performance period of at least 12
      consecutive months. Organizational or individual performance criteria are
      considered pre-established if established in writing by not later than 90
      days after the commencement of the period of service to which the criteria
      relate, provided that the outcome is substantially uncertain at the time
      the criteria are established. The determination of whether Compensation
      qualifies as “Performance-Based Compensation” will be made in accordance
      with Treas. Reg. Section 1.409A-1(e) and subsequent
    guidance.

            


    

    


    
      	
              2.32

            	
              Plan.
      Generally, the term Plan means the “Employers Mutual Casualty Company
      Deferred Compensation 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.

            


    

    


    
      	
              2.33

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

            


    

    


    
      	
              2.34

            	
              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. Unless the Participant has
      established a Specified Date Account, all Deferrals and Company
      Contributions shall be allocated to a Retirement/Termination Account on
      behalf of the Participant.

            


    

    


    
      	
              2.35

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

            


    

    


    Except in
the case of an Employee on a bona fide leave of absence as provided below, an
Employee is deemed to have incurred a Separation from Service if the Employer
and the Employee reasonably anticipate that the level of services to be
performed by the Employee after a date certain would be reduced to 20% or less
of the average services rendered by the Employee during the immediately
preceding 36-month period (or the total period of employment, if less than 36
months), disregarding periods during which the Employee was on a bona fide leave
of absence.

    


    An
Employee who is absent from work due to military leave, sick leave, or other
bona fide leave of absence shall incur a Separation from Service on the first
date immediately following the later of: (i) the six month anniversary of the
commencement of the leave, or (ii) the expiration of the Employee’s right, if
any, to reemployment under statute or contract.


    
      
         


      

      
        51

        
          

        

      

      
         


      

    

     

    If a
Participant is both a Director and an Employee, the services provided as a
Director shall be disregarded in determining whether there has been a Separation
from Service as an Employee, and the services provided as an Employee shall be
disregarded in determining whether there has been a Separation from Service as a
Director, provided the portion of the Plan in which the Participant participates
as a Director is substantially similar to arrangements covering non-Employee
Directors.

    


    For
purposes of determining whether a Separation from Service has occurred, the
Employer means the Employer as defined in Section 2.25 of the Plan, except that
in applying Code sections 1563(a)(1), (2) and (3) for purposes of determining
whether another organization is an Affiliate of the Company under Code Section
414(b), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of
determining whether another organization is an Affiliate of the Company under
Code Section 414(c), “at least 50 percent” shall be used instead of “at least 80
percent” each place it appears in those sections.

    


    The
Committee specifically reserves the right to determine whether a sale or other
disposition of substantial assets to an unrelated party constitutes a Separation
from Service with respect to a Participant providing services to the seller
immediately prior to the transaction and providing services to the buyer after
the transaction. Such determination shall be made in accordance with the
requirements of Code Section 409A.

    


    
      	
              2.36

            	
              Specified Date
      Account. Specified Date Account means an Account established by the
      Committee to record the amounts payable at a future date as specified in
      the Participant’s Compensation Deferral Agreement. Unless otherwise
      determined by the Committee, a Participant may maintain no more than five
      Specified Date Accounts. A Specified Date Account may be identified in
      enrollment materials as an “In-Service Account” or such other name as
      established by the Committee without affecting the meaning
      thereof.

            


    

    


    
      	
              2.37

            	
              Specified Date
      Benefit. Specified Date Benefit means the benefit payable to a
      Participant under the Plan in accordance with Section
    6.1(c).

            


    

    


    
      	
              2.38

            	
              Specified
      Employee. Specified Employee means an Employee who, as of the date
      of his or her Separation from Service, is a “key employee” of the Company
      or any Affiliate, any stock of which is actively traded on an established
      securities market or otherwise.

            


    

     

    An
Employee is a key employee if he or she meets the requirements of Code Section
416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with applicable
regulations thereunder and without regard to Code Section 416(i)(5)) at any time
during the 12-month period ending on the Specified Employee Identification Date.
Such Employee shall be treated as a key employee for the entire 12-month period
beginning on the Specified Employee Effective Date.

    


    For
purposes of determining whether an Employee is a Specified Employee, the
compensation of the Employee shall be determined in accordance with the
definition of compensation provided under Treas. Reg. Section 1.415(c)-2(d)(3)
(wages within the meaning of Code section 3401(a) for purposes of income tax
withholding at the source, plus amounts excludible from gross income under
section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without
regard to rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed); provided,
however, that, with respect to a nonresident alien who is not a Participant in
the Plan, compensation shall not include compensation that is not includible in
the gross income of the Employee under Code Sections 872, 893, 894, 911, 931 and
933, provided such compensation is not effectively connected with the conduct of
a trade or business within the United States.

    


    Notwithstanding
anything in this paragraph to the contrary: (i) if a different definition of
compensation has been designated by the Company with respect to another
nonqualified deferred compensation plan in which a key employee participates,
the definition of compensation shall be the definition provided in Treas. Reg.
Section 1.409A-1(i)(2), and (ii) the Company may through action that is legally
binding with respect to all nonqualified deferred compensation plans maintained
by the Company, elect to use a different definition of
compensation.


    
      
         


      

      
        52

        
          

        

      

      
         


      

    

     

    In the
event of corporate transactions described in Treas. Reg. Section 1.409A-1(i)6),
the identification of Specified Employees shall be determined in accordance with
the default rules described therein, unless the Employer elects to utilize the
available alternative methodology through designations made within the
timeframes specified therein.

    


    
      	
              2.39

            	
              Specified Employee
      Identification Date. Specified Employee Identification Date means
      December 31, unless the Employer has elected a different date through
      action that is legally binding with respect to all nonqualified deferred
      compensation plans maintained by the
Employer.

            


    

    


    
      	
              2.40

            	
              Specified Employee
      Effective Date. Specified Employee Effective Date means the
      first  day of the fourth month following the Specified Employee
      Identification Date, or such earlier date as is selected by the
      Committee.

            


    

    


    
      	
              2.41

            	
              Substantial Risk of
      Forfeiture. Substantial Risk of Forfeiture means the description
      specified in Treas. Reg. Section
1.409A-1(d).

            


    

    


    
      	
              2.42

            	
              Termination
      Benefit. Termination Benefit means the benefit payable to a
      Participant under the Plan following the Participant’s Separation from
      Service prior to Retirement.

            


    

    


    
      	
              2.43

            	
              Unforeseeable
      Emergency. Unforeseeable Emergency means a severe financial
      hardship to the Participant resulting from an illness or accident of the
      Participant, the Participant’s spouse, the Participant’s dependent (as
      defined in Code section 152, without regard to section 152(b)(1), (b)(2),
      and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due
      to casualty (including the need to rebuild a home following damage to a
      home not otherwise covered by insurance, for example,  as a
      result of a natural disaster); or other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the
      control of the Participant. The types of events which may qualify as an
      Unforeseeable Emergency may be limited by the
  Committee.

            


    

    


    
      	
              2.44

            	
              Valuation Date.
      Valuation Date means each Business
Day.

            


    

    


    


    Article
III

    Eligibility
and Participation

     

    
      	
              3.1

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

            


    

    


    
      	
              3.2

            	
              Duration. A
      Participant shall be eligible to defer Compensation and receive
      allocations of Company Contributions, subject to the terms of the Plan,
      for as long as such Participant remains an Eligible Employee or a
      Director. A Participant who is no longer an Eligible Employee or a
      Director but has not Separated from Service may not defer Compensation
      under the Plan 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(s). 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 (0), 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.

            


    

    

      
        
           


        

        
          53

          
            

          

        

        
           


        

      

Article
IV

    Deferrals

     

    
      	
              4.1

            	
              Deferral Elections,
      Generally.

            


    

    


    
      	
               
      

            	
              (a)

            	
              A
      Participant may elect to defer Compensation by submitting a Compensation
      Deferral Agreement during the enrollment periods established by the
      Committee and in the manner specified by the Committee, but in any event,
      in accordance with Section 4.2. A Compensation Deferral Agreement that is
      not timely filed with respect to a service period or component of
      Compensation shall be considered void and shall have no effect with
      respect to such service period or Compensation. The Committee may modify
      any Compensation Deferral Agreement prior to the date the election becomes
      irrevocable under the rules of Section
4.2.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Participant shall specify on his or her Compensation Deferral Agreement
      the amount of Deferrals and whether to allocate Deferrals to a
      Retirement/Termination Account or to a Specified Date Account. If no
      designation is made, Deferrals shall be allocated to the
      Retirement/Termination Account. A Participant may also specify in his or
      her Compensation Deferral Agreement the Payment Schedule applicable to his
      or her Plan Accounts. If the Payment Schedule is not specified in a
      Compensation Deferral Agreement, the Payment Schedule shall be the Payment
      Schedule specified in Section 6.2.

            


    

    


    
      	
              4.2

            	
              Timing Requirements
      for Compensation Deferral
Agreements.

            


    

    


    
      	
               
      

            	
              (a)

            	
              First Year of
      Eligibility. In the case of the first year in which an Eligible
      Employee or a Director becomes eligible to participate in the Plan, he or
      she has up to 30 days following his or her initial eligibility to submit a
      Compensation Deferral Agreement with respect to Compensation to be earned
      during such year. The Compensation Deferral Agreement described in this
      paragraph becomes irrevocable upon the end of such 30-day period. The
      determination of whether an Eligible Employee or a Director may file a
      Compensation Deferral Agreement under this paragraph shall be determined
      in accordance with the rules of Code Section 409A, including the
      provisions of Treas. Reg. Section
  1.409A-2(a)(7).

            


    

    


    A
Compensation Deferral Agreement filed under this paragraph applies to
Compensation earned on and after the date the Compensation Deferral Agreement
becomes irrevocable.

    


    
      	
               
      

            	
              (b)

            	
              Prior Year Election.
      Except as otherwise provided in this Section 4.2, Participants may defer
      Compensation by filing a Compensation Deferral Agreement no later than
      December 31 of the year prior to the year in which the Compensation to be
      deferred is earned. A Compensation Deferral Agreement described in this
      paragraph shall become irrevocable with respect to such Compensation as of
      January 1 of the year in which such Compensation is
  earned.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Performance-Based
      Compensation. Participants may file a Compensation Deferral
      Agreement with respect to Performance-Based Compensation no later than the
      date that is six months before the end of the performance period, provided
      that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Participant performs services continuously from the later of the beginning
      of the performance period or the date the criteria are established through
      the date the Compensation Deferral Agreement is submitted;
    and

            


    

    
      	
               
      

            	
              (ii)

            	
              the
      Compensation is not readily ascertainable as of the date the Compensation
      Deferral Agreement is filed.

            


    


    
      
         


      

      
        54

        
          

        

      

      
         


      

    

     

    A
Compensation Deferral Agreement becomes irrevocable with respect to
Performance-Based Compensation as of the day immediately following the latest
date for filing such election. Any election to defer Performance-Based
Compensation that is made in accordance with this paragraph and that becomes
payable as a result of the Participant’s death or disability (as defined in
Treas. Reg. Section 1.409A-1(e)) or upon a Change in Control (as defined in
Treas. Reg. Section 1.409A-3(i)(5)) prior to the satisfaction of the performance
criteria, will be void.

    


    
      	
               
      

            	
              (d)

            	
              Sales Commissions.
      Sales commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(i))
      are considered to be earned by the Participant in the taxable year of the
      Participant in which the customer remits payment to the Employer. The
      Compensation Deferral Agreement must be filed before the last day of the
      year preceding the year in which the sales commissions are earned, and
      becomes irrevocable after that
date.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Fiscal Year
      Compensation. A Participant may defer Fiscal Year Compensation by
      filing a Compensation Deferral Agreement prior to the first day of the
      fiscal year or years in which such Fiscal Year Compensation is earned. The
      Compensation Deferral Agreement described in this paragraph becomes
      irrevocable on the first day of the fiscal year or years to which it
      applies.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Short-Term Deferrals.
      Compensation that meets the definition of a “short-term deferral”
      described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in
      accordance with the rules of Article VII, applied as if the date the
      Substantial Risk of Forfeiture lapses is the date payments were originally
      scheduled to commence, provided, however, that the provisions of Section
      7.3 shall not apply to payments attributable to a Change in Control (as
      defined in Treas. Reg. Section
1.409A-3(i)(5)).

            


    

    


    
      	
               
      

            	
              (g)

            	
              Certain Forfeitable
      Rights. With respect to a legally binding right to a payment in a
      subsequent year that is subject to a forfeiture condition requiring the
      Participant’s continued services for a period of at least 12 months from
      the date the Participant obtains the legally binding right, an election to
      defer such Compensation may be made on or before the 30th
      day after the Participant obtains the legally binding right to the
      Compensation, provided that the election is made at least 12 months in
      advance of the earliest date at which the forfeiture condition could
      lapse. The Compensation Deferral Agreement described in this paragraph
      becomes irrevocable after such 30th
      day. If the forfeiture condition applicable to the payment lapses before
      the end of the required service period as a result of the Participant’s
      death or disability (as defined in Treas. Reg. Section 1.409A-3(i)(4)) or
      upon a Change in Control (as defined in Treas. Reg. Section
      1.409A-3(i)(5)), the Compensation Deferral Agreement will be void unless
      it would be considered timely under another rule described in this
      Section.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Company Awards.
      Participating Employers may unilaterally provide for deferrals of Company
      awards prior to the date of such awards. Deferrals of Company awards (such
      as sign-on, retention, or severance pay) may be negotiated with a
      Participant prior to the date the Participant has a legally binding right
      to such Compensation.

            


    

    


    
      	
               
      

            	
              (i)

            	
              “Evergreen” Deferral
      Elections. The Committee, in its discretion, may provide in the
      Compensation Deferral Agreement that such Compensation Deferral Agreement
      will continue in effect for each subsequent year or performance period.
      Such “evergreen” Compensation Deferral Agreements will become effective
      with respect to an item of Compensation on the date such election becomes
      irrevocable under this Section 4.2. An evergreen Compensation Deferral
      Agreement may be terminated or modified prospectively with respect to
      Compensation for which such election remains revocable under this Section
      4.2. A Participant whose Compensation Deferral Agreement is cancelled in
      accordance with Section 4.6 will be required to file a new Compensation
      Deferral Agreement under this Article IV in order to recommence Deferrals
      under the Plan.

            


    


    
      
         


      

      
        55

        
          

        

      

      
         


      

    

     

    
      	
              4.3

            	
              Allocation of
      Deferrals. A Compensation Deferral Agreement may allocate Deferrals
      to one or more Specified Date Accounts and/or to the
      Retirement/Termination Account. The Committee may, in its discretion,
      establish a minimum deferral period for the establishment of a Specified
      Date Account (for example, the third Plan Year following the year
      Compensation is allocated to such
accounts.).

            


    

    


    
      	
              4.4

            	
              Deductions from
      Pay. The Committee has the authority to determine the payroll
      practices under which any component of Compensation subject to a
      Compensation Deferral Agreement will be deducted from a Participant’s
      Compensation.

            


    

    


    
      	
              4.5

            	
              Vesting.
      Participant Deferrals shall be 100% vested at all
  times.

            


    

    


    
      	
              4.6

            	
              Cancellation of
      Deferrals. The Committee may cancel a Participant’s Deferrals: (i)
      for the balance of the Plan Year in which an Unforeseeable Emergency
      occurs, (ii) if the Participant receives a hardship distribution under the
      Employer’s qualified 401(k) plan, through the end of the Plan Year in
      which the six month anniversary of the hardship distribution falls, and
      (iii) during periods in which the Participant is unable to perform the
      duties of his or her position or any substantially similar position due to
      a mental or physical impairment that can be expected to result in death or
      last for a continuous period of at least six months, provided cancellation
      occurs by the later of the end of the taxable year of the Participant or
      the 15th
      day of the third month following the date the Participant incurs the
      disability (as defined in this
paragraph).

            


    

      

      

    Article
V

    Company
Contributions

     

     

    
      	
              5.1

            	
              Discretionary Company
      Contributions. The Participating Employer may, from time to time in
      its sole and absolute discretion, credit Company Contributions to any
      Participant in any amount determined by the Participating Employer. Such
      contributions will be credited to a Participant’s Retirement/Termination
      Account.

            


    

    


    
      	
              5.2

            	
              Vesting.
      Company Contributions described in Section 5.1 above, and the Earnings
      thereon, shall vest in accordance with the vesting schedule(s) established
      by the Committee at the time that the Company Contribution is made. All
      Company Contributions shall become 100% vested upon the occurrence of the
      earliest of: (i) the death of the Participant while actively employed,
      (ii) the Disability of the Participant, (iii) retirement of the
      Participant (as defined by the Committee), or (iv) a Change in
      Control.  The Participating Employer may, at any time, in its
      sole discretion, increase a Participant’s vested interest in a Company
      Contribution. The portion of a Participant’s Accounts that remains
      unvested upon his or her Separation from Service after the application of
      the terms of this Section 5.2 shall be
  forfeited.

            


    

      

      

    Article
VI

    Benefits

     

    
      	
              6.1

            	
              Benefits,
      Generally. A Participant shall be entitled to the following
      benefits under the Plan:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Termination Benefit.
      Upon the Participant’s Separation from Service due to Retirement, he or
      she shall be entitled to a Termination Benefit. The Termination Benefit
      shall be equal to the vested portion of the Retirement/Termination Account
      and (i) if the Retirement/Termination Account is payable in a lump sum,
      the unpaid balances of any Specified Date Accounts, or (ii) if the
      Retirement/Termination Account is payable in installments, the vested
      portion of any Specified Date Accounts with respect to which payments have
      not yet commenced. The Termination Benefit shall be based on the value of
      that Account(s) 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. Payment of the Termination Benefit will be
      made or begin in the month following the month in which Separation from
      Service occurs, provided, however, that with respect to a Participant who
      is a Specified Employee as of the date such Participant incurs a
      Separation from Service, payment will be made or begin in the seventh
      month following the month in which such Separation from Service occurs. If
      the Termination Benefit is to be paid in the form of installments, any
      subsequent installment payments to a Specified Employee will be paid on
      the anniversary of the date the initial installment was
    made.

            


    


    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (b)

            	
              Specified Date Benefit.
      If the Participant has established one or more Specified Date Accounts, he
      or she shall be entitled to a Specified Date Benefit with respect to each
      such Specified Date Account. The Specified Date Benefit shall be equal to
      the vested portion of the Specified Date Account, based on the value of
      that Account as of the end of the month designated by the Participant at
      the time the Account was established. Payment of the Specified Date
      Benefit will be made or begin in the month following the designated
      month.

            


    

    


    
      	
               
      

            	
              (c)

            	
              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 vested portion of the Retirement/Termination Account
      and: (i) if the Retirement/Termination Account is payable in a lump sum,
      the unpaid balances of any Specified Date Accounts, or (ii) if the
      Retirement/Termination Account is payable in installments, the vested
      portion of any Specified Date Accounts with respect to which payments have
      not yet commenced. The Disability Benefit shall be based on the value of
      the Accounts as of the last day of the month in which Disability occurs
      and will be paid in the following
month.

            


    

    


    
      	
               
      

            	
              (d)

            	
              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
      vested portion of the Retirement/Termination Account and (i) if the
      Retirement/Termination Account is payable in a lump sum, the unpaid
      balances of any Specified Date Accounts, or (ii) if the
      Retirement/Termination Account is payable in installments, the vested
      portion of any Specified Date Accounts with respect to which payments have
      not yet commenced. The Death Benefit shall be based on the value of the
      Accounts as of the end of the month in which death occurred, with payment
      made in the following month.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Unforeseeable Emergency
      Payments. A Participant who experiences an Unforeseeable Emergency
      may submit a written request to the Committee to receive payment of all or
      any portion of his or her vested Accounts. Whether a Participant or
      Beneficiary is faced with an Unforeseeable Emergency permitting an
      emergency payment shall be determined by the Committee based on the
      relevant facts and circumstances of each case, but, in any case, a
      distribution on account of Unforeseeable Emergency may not be made to the
      extent that such emergency is or may be reimbursed through insurance or
      otherwise, by liquidation of the Participant’s assets, to the extent the
      liquidation of such assets would not cause severe financial hardship, or
      by cessation of Deferrals under this Plan. If an emergency payment is
      approved by the Committee, the amount of the payment shall not exceed the
      amount reasonably necessary to satisfy the need, taking into account the
      additional compensation that is available to the Participant as the result
      of cancellation of deferrals to the Plan, including amounts necessary to
      pay any taxes or penalties that the Participant reasonably anticipates
      will result from the payment. The amount of the emergency payment shall be
      subtracted first from the vested portion of the Participant's
      Retirement/Termination Account until depleted and then from the vested
      Specified Date Accounts, beginning with the Specified Date Account with
      the latest payment commencement date. Emergency payments shall be paid in
      a single lump sum within the 90-day period following the date the payment
      is approved by the Committee.

            


    

    


    
      	
              6.2

            	
              Form of
      Payment.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Termination Benefit. A
      Participant who is entitled to receive a Termination Benefit shall receive
      payment of such benefit in a single lump sum, 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, 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.

            


    


    
      
         


      

      
        57

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              Specified Date Benefit.
      The Specified Date Benefit shall be paid in a single lump sum, unless the
      Participant elects on the Compensation Deferral Agreement with which the
      account was established to have the Specified Date Account paid in
      substantially equal annual installments over a period of two to five
      years, as elected by the
Participant.

            


    

    


    Notwithstanding
any election of a form of payment by the Participant, upon a Separation from
Service the unpaid balance of a Specified Date Account with respect to which
payments have not commenced shall be paid in accordance with the form of payment
applicable to the Retirement, Termination, Disability or Death Benefit, as
applicable. If such benefit is payable in a single lump sum, the unpaid balance
of all Specified Date Accounts (including those in pay status) will be paid in a
lump sum.

    


    
      	
               
      

            	
              (c)

            	
              Disability Benefit. A
      Participant who is entitled to receive a Disability Benefit shall receive
      payment of such benefit in accordance with the Payment Schedule applicable
      to the Termination Benefit.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Death Benefit. A
      designated Beneficiary who is entitled to receive a Death Benefit shall
      receive payment of such benefit in accordance with the Payment Schedule
      applicable to the Termination
Benefit.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Change in Control. A
      Participant will receive his or her Retirement or Termination Benefit in a
      single lump sum payment equal to the unpaid balance of all of his or her
      Accounts if Separation from Service occurs within 24 months following a
      Change in Control.

            


    

    


    A
Participant or Beneficiary receiving installment payments when a Change in
Control occurs will receive the remaining account balance in a single lump sum
within 90 days following the Change in Control.

    


    
      	
               
      

            	
              (f)

            	
              Small Account Balances.
      The Committee shall pay the value of the Participant’s Accounts upon a
      Separation from Service in a single lump sum if the balance of such
      Accounts is not greater than the applicable dollar amount under Code
      Section 402(g)(1)(B), provided the payment represents the complete
      liquidation of the Participant’s interest in the
  Plan.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Rules Applicable to
      Installment Payments. If a Payment Schedule specifies installment
      payments, annual payments will be made beginning as of the payment
      commencement date for such installments and shall continue on each
      anniversary thereof until the number of installment payments specified in
      the Payment Schedule has been paid. The amount of each installment payment
      shall be determined by dividing (a) by (b), where (a) equals the Account
      Balance as of the Valuation Date and (b) equals the remaining number of
      installment payments.

            


    

    


    For
purposes of Article VII, installment payments will be treated as a single form
of payment. If a lump sum equal to less than 100% of the Retirement/Termination
Account is paid, the payment commencement date for the installment form of
payment will be the first anniversary of the payment of the lump
sum.

    


    
      	
              6.3

            	
              Acceleration of or
      Delay in Payments. The Committee, in its sole and absolute
      discretion, may elect to accelerate the time or form of payment of a
      benefit owed to the Participant hereunder, provided such acceleration is
      permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may
      also, in its sole and absolute discretion, delay the time for payment of a
      benefit owed to the Participant hereunder, to the extent permitted under
      Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic
      relations order (within the meaning of Code Section 414(p)(1)(B))
      directing that all or a portion of a Participant’s Accounts be paid to an
      “alternate payee,” any amounts to be paid to the alternate payee(s) shall
      be paid in a single lump sum.

            


    

    

      
        
           


        

        
          58

          
            

          

        

        
           


        

      

    

     

    Article
VII

    Modifications
to Payment Schedules

     

    
      	
              7.1

            	
              Participant’s Right to
      Modify.  A Participant may modify any or all of the
      alternative Payment Schedules with respect to 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.

            


    

    


    
      	
              7.3

            	
              Date of Payment under
      Modified Payment Schedule. Except with respect to modifications
      that relate to the payment of a Death Benefit or a 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.

            


    

    


    
      	
              7.5

            	
              Effect on
      Accounts. An election to modify a Payment Schedule is specific to
      the Account or payment event to which it applies, and shall not be
      construed to affect the Payment Schedules of any other
      Accounts.

            


    

      

      

    Article
VIII

    Valuation
of Account Balances; Investments

     

    
      	
              8.1

            	
              Valuation.
      Deferrals shall be credited to appropriate Accounts on the date such
      Compensation would have been paid to the Participant absent the
      Compensation Deferral Agreement. Company Contributions shall be credited
      to the Retirement/Termination Account at the times determined by the
      Committee. Valuation of Accounts shall be performed under procedures
      approved by the Committee.

            


    

    


    
      	
              8.2

            	
              Earnings
      Credit. Each Account will be credited with Earnings on each
      Business Day, based upon the Participant’s investment allocation among a
      menu of investment options selected in advance by the Committee, in
      accordance with the provisions of this Article VIII (“investment
      allocation”).

            


    

    


    
      	
              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 or
      beneficial ownership in any investment option included in the investment
      menu, nor shall the Participating Employer or any trustee acting on its
      behalf have any obligation to purchase actual securities as a result 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 Balances.

            


    

    


    A
Participant shall specify an investment allocation for each of his or her
Accounts in accordance with procedures established by the
Committee.  Allocation among 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.


    
      
         


      

      
        59

        
          

        

      

      
         


      

    

     

    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
allocations received after a time specified by the Committee, the next Business
Day, and shall be applied prospectively.

    


    
      	
              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

            	
              Administration Upon
      Change in Control. Upon a Change in Control, the Committee, as
      constituted immediately prior to such Change in Control, shall continue to
      act as the Committee. The individual who was the Chief Executive Officer
      of the Company (or if such person is unable or unwilling to act, the next
      highest ranking officer) prior to the Change in Control shall have the
      authority (but shall not be obligated) to appoint an independent third
      party to act as the Committee.

            


    

    


    Upon such
Change in Control, the Company may not remove the Committee, unless 2/3rds of
the members of the Board of Directors of the Company and a majority of
Participants and Beneficiaries with Account Balances consent to the removal and
replacement of the Committee. Notwithstanding the foregoing, neither the
Committee nor the officer described above shall have authority to direct
investment of trust assets under any rabbi trust described in Section
11.2.

    


    The
Participating Employer shall, with respect to the Committee identified under
this Section: (i) pay all reasonable expenses and fees of the Committee, (ii)
indemnify the Committee (including individuals serving as Committee members)
against any costs, expenses and liabilities including, without limitation,
attorneys’ fees and expenses arising in connection with the performance of the
Committee’s duties hereunder, except with respect to matters resulting from the
Committee’s gross negligence or willful misconduct, and (iii) supply full and
timely information to the Committee on all matters related to the Plan, any
rabbi trust, Participants, Beneficiaries and Accounts as the Committee may
reasonably require.

    


    
      	
              9.3

            	
              Withholding.
      The Participating Employer shall have the right to withhold from any
      payment due under the Plan (or with respect to any amounts credited to the
      Plan) any taxes required by law to be withheld in respect of such payment
      (or credit). Withholdings with respect to amounts credited to the Plan
      shall be deducted from Compensation that has not been deferred to the
      Plan.

            


    


    
      
         


      

      
        60

        
          

        

      

      
         


      

    

     

    
      	
              9.4

            	
              Indemnification.
      The Participating Employers 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 Participating Employer. Notwithstanding the foregoing,
      the Participating Employer shall not indemnify any person or organization
      if his or her or its actions or failure to act are due to gross negligence
      or willful misconduct or for any such amount incurred through any
      settlement or compromise of any action unless the Participating Employer
      consents in writing to such settlement or
  compromise.

            


    

    


    
      	
              9.5

            	
              Delegation of
      Authority. In the administration of this Plan, the Committee may,
      from time to time, 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.

            


    

    


    
      	
              9.6

            	
              Binding Decisions or
      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 and conclusive and binding upon all persons
      having any interest in the Plan.

            


    

      

      

    Article
X

    Amendment
and Termination

     

    
      	
              10.1

            	
              Amendment and
      Termination. The Company may at any time and from time to time
      amend the Plan or may terminate the Plan as provided in this Article X.
      Each Participating Employer may also terminate its participation in the
      Plan.

            


    

    


    
      	
              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 vested Account Balances of any Participant accrued as of the
      date of any such amendment or restatement (as if the Participant had
      incurred a voluntary Separation from Service on such date) or reduce any
      rights of a Participant under the Plan or other Plan features with respect
      to Deferrals made prior to the date of any such amendment or restatement
      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 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). If a Participating Employer terminates
      its participation in the Plan, the benefits of affected Employees shall be
      paid at the time provided in Article
VI.

            


    

    


    
      	
              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.

            


    

    

      
        
           


        

        
          61

          
            

          

        

        
           


        

      

    

     

    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 Participating Employers, 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 Participating
      Employers. 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 Participating Employers 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 Participating
      Employer.

            


    

    


    
      	
              11.2

            	
              Rabbi Trust. A
      Participating Employer 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 Participating Employer 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

     

    
      	
              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 (the
      “Claimant”).

            


    

    


    
      	
               
      

            	
              (a)

            	
              In General. Notice of a
      denial of benefits (other than Disability benefits) will be provided
      within 90 days of the Committee’s receipt of the Claimant's claim for
      benefits. If the Committee determines that it needs additional time to
      review the claim, the Committee will provide the Claimant with a notice of
      the extension before the end of the initial 90-day period. The extension
      will not be more than 90 days from the end of the initial 90-day period
      and the notice of extension will explain the special circumstances that
      require the extension and the date by which the Committee expects to make
      a decision.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Disability Benefits.
      Notice of denial of Disability benefits will be provided within forty-five
      (45) days of the Committee’s receipt of the Claimant’s claim for
      Disability benefits. If the Committee determines that it needs additional
      time to review the Disability claim, the Committee will provide the
      Claimant with a notice of the extension before the end of the initial
      45-day period. If the Committee determines that a decision cannot be made
      within the first extension period due to matters beyond the control of the
      Committee, the time period for making a determination may be further
      extended for an additional 30 days. If such an additional extension is
      necessary, the Committee shall notify the Claimant prior to the expiration
      of the initial 30-day extension. Any notice of extension shall indicate
      the circumstances necessitating the extension of time, the date by which
      the Committee expects to furnish a notice of decision, the specific
      standards on which such entitlement to a benefit is based, the unresolved
      issues that prevent a decision on the claim and any additional information
      needed to resolve those issues. A Claimant will be provided a minimum of
      45 days to submit any necessary additional information to the Committee.
      In the event that a 30-day extension is necessary due to a Claimant’s
      failure to submit information necessary to decide a claim, the period for
      furnishing a notice of decision shall be tolled from the date on which the
      notice of the extension is sent to the Claimant until the earlier of the
      date the Claimant responds to the request for additional information or
      the response deadline.

            


    


    
      
         


      

      
        62

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              Contents of Notice. If
      a claim for benefits is completely or partially denied, notice of such
      denial shall be in writing and shall set forth the reasons for denial in
      plain language. The notice shall: (i) cite the pertinent provisions of the
      Plan document, and (ii) explain, where appropriate, how the Claimant can
      perfect the claim, including a description of any additional material or
      information necessary to complete the claim and why such material or
      information is necessary. The claim denial also shall include an
      explanation of the claims review procedures and the time limits applicable
      to such procedures, including a statement of the Claimant’s right to bring
      a civil action under Section 502(a) of ERISA following an adverse decision
      on review. In the case of a complete or partial denial of a Disability
      benefit claim, the notice shall provide a statement that the Committee
      will provide to the Claimant, upon request and free of charge, a copy of
      any internal rule, guideline, protocol, or other similar criterion that
      was relied upon in making the
decision.

            


    

    


    
      	
              12.2

            	
              Appeal of Denied
      Claims. A Claimant whose claim has been completely or partially
      denied shall be entitled to appeal the claim denial by filing a written
      appeal with a committee designated to hear such appeals (the “Appeals
      Committee”). A Claimant who timely requests a review of the denied claim
      (or his or her authorized representative) may review, upon request and
      free of charge, copies of all documents, records and other information
      relevant to the denial and may submit written comments, documents, records
      and other information relevant to the claim to the Appeals Committee. All
      written comments, documents, records, and other information shall be
      considered “relevant” if the information: (i) was relied upon in making a
      benefits determination, (ii) was submitted, considered or generated in the
      course of making a benefits decision regardless of whether it was relied
      upon to make the decision, or (iii) demonstrates compliance with
      administrative processes and safeguards established for making benefit
      decisions. The Appeals Committee may, in its sole discretion and if it
      deems appropriate or necessary, decide to hold a hearing with respect to
      the claim appeal.

            


    

    


    
      	
               
      

            	
              (a)

            	
              In General. Appeal of a
      denied benefits claim (other than a Disability benefits claim) must be
      filed in writing with the Appeals Committee no later than 60 days after
      receipt of the written notification of such claim denial. The Appeals
      Committee shall make its decision regarding the merits of the denied claim
      within 60 days following receipt of the appeal (or within 120 days after
      such receipt, in a case where there are special circumstances requiring
      extension of time for reviewing the appealed claim). If an extension of
      time for reviewing the appeal is required because of special
      circumstances, written notice of the extension shall be furnished to the
      Claimant prior to the commencement of the extension. The notice will
      indicate the special circumstances requiring the extension of time and the
      date by which the Appeals Committee expects to render the determination on
      review. The review will take into account comments, documents, records and
      other information submitted by the Claimant relating to the claim without
      regard to whether such information was submitted or considered in the
      initial benefit determination.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Disability Benefits.
      Appeal of a denied Disability benefits claim must be filed in writing with
      the Appeals Committee no later than 180 days after receipt of the written
      notification of such claim denial. The review shall be conducted by the
      Appeals Committee (exclusive of the person who made the initial adverse
      decision or such person’s subordinate). In reviewing the appeal, the
      Appeals Committee shall: (i) not afford deference to the initial denial of
      the claim, (ii) consult a medical professional who has appropriate
      training and experience in the field of medicine relating to the
      Claimant’s disability and who was neither consulted as part of the initial
      denial nor is the subordinate of such individual, and (iii) identify the
      medical or vocational experts whose advice was obtained with respect to
      the initial benefit denial, without regard to whether the advice was
      relied upon in making the decision. The Appeals Committee shall make its
      decision regarding the merits of the denied claim within 45 days following
      receipt of the appeal (or within 90 days after such receipt, in a case
      where there are special circumstances requiring extension of time for
      reviewing the appealed claim). If an extension of time for reviewing the
      appeal is required because of special circumstances, written notice of the
      extension shall be furnished to the Claimant prior to the commencement of
      the extension. The notice will indicate the special circumstances
      requiring the extension of time and the date by which the Appeals
      Committee expects to render the determination on review. Following its
      review of any additional information submitted by the Claimant, the
      Appeals Committee shall render a decision on its review of the denied
      claim.

            


    


    
      
         


      

      
        63

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              Contents of Notice. If
      a benefits claim is completely or partially denied on review, notice of
      such denial shall be in writing and shall set forth the reasons for denial
      in plain language.

            


    

    


    The
decision on review shall set forth: (i) the specific reason or reasons for the
denial, (ii) specific references to the pertinent Plan provisions on which the
denial is based, (iii) a statement that the Claimant is entitled to receive,
upon request and free of charge, reasonable access to and copies of all
documents, records, or other information relevant (as defined above) to the
Claimant’s claim, and (iv) a statement describing any voluntary appeal
procedures offered by the plan and a statement of the Claimant’s right to bring
an action under Section 502(a) of ERISA.

    


    
      	
               
      

            	
              (d)

            	
              For
      the denial of a Disability benefit, the notice will also include a
      statement that the Appeals Committee will provide, upon request and free
      of charge: (i) any internal rule, guideline, protocol or other similar
      criterion relied upon in making the decision, (ii) any medical opinion
      relied upon to make the decision, and (iii) the required statement under
      Section 2560.503-1(j)(5)(iii) of the Department of Labor
      regulations.

            


    

    


    
      	
              12.3

            	
              Claims Appeals Upon
      Change in Control. Upon a Change in Control, the Appeals Committee,
      as constituted immediately prior to such Change in Control, shall continue
      to act as the Appeals Committee. Upon such Change in Control, the Company
      may not remove any member of the Appeals Committee, but may replace
      resigning members if 2/3rds of the members of the Board of Directors of
      the Company and a majority of Participants and Beneficiaries with Account
      Balances consent to the
replacement.

            


    

    


    The
Appeals Committee shall have the exclusive authority at the appeals stage to
interpret the terms of the Plan and resolve appeals under the Claims
Procedure.

    


    Each
Participating Employer shall, with respect to the Committee identified under
this Section: (i) pay its proportionate share of all reasonable expenses and
fees of the Appeals Committee, (ii) indemnify the Appeals Committee (including
individual committee members) against any costs, expenses and liabilities
including, without limitation, attorneys’ fees and expenses arising in
connection with the performance of the Appeals Committee hereunder, except with
respect to matters resulting from the Appeals Committee’s gross negligence or
willful misconduct, and (iii) supply full and timely information to the Appeals
Committee on all matters related to the Plan, any rabbi trust, Participants,
Beneficiaries and Accounts as the Appeals Committee may reasonably
require.

    


    
      	
              12.4

            	
              Legal Action. A
      Claimant may not bring any legal action, including commencement of any
      arbitration, relating to a claim for benefits under the Plan unless and
      until the Claimant has followed the claims procedures under the Plan and
      exhausted his or her administrative remedies under such claims procedures.
      Any such legal action must be commenced within one year of a final
      determination hereunder with respect to such
  claim.

            


    

    


    If a
Participant or Beneficiary prevails in a legal proceeding brought under the Plan
to enforce the rights of such Participant or any other similarly situated
Participant or Beneficiary, in whole or in part, the Participating Employer
shall reimburse such Participant or Beneficiary for all legal costs, expenses,
attorneys’ fees and such other liabilities incurred as a result of such
proceedings. If the legal proceeding is brought in connection with a Change in
Control, or a “change in control” as defined in a rabbi trust described in
Section 11.2, the Participant or Beneficiary may file a claim directly with the
trustee for reimbursement of such costs, expenses and fees. For purposes of the
preceding sentence, the amount of the claim shall be treated as if it were an
addition to the Participant’s or Beneficiary’s Account Balance.

    


    
      	
              12.5

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

            


    


    
      
         


      

      
        64

        
          

        

      

      
         


      

    

     

    
      	
              12.6

            	
              Arbitration.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Prior to Change in
      Control. If, prior to a Change in Control, any claim or controversy
      between a Participating Employer and a Participant or Beneficiary is not
      resolved through the claims procedure set forth in Article XII, such claim
      shall be submitted to and resolved exclusively by expedited binding
      arbitration by a single arbitrator.  Arbitration shall be
      conducted in accordance with the following
  procedures:

            


    

    


    The
complaining party shall promptly send written notice to the other party
identifying the matter in dispute and the proposed remedy. Following the giving
of such notice, the parties shall meet and attempt in good faith to resolve the
matter. In the event the parties are unable to resolve the matter within 21
days, the parties shall meet and attempt in good faith to select a single
arbitrator acceptable to both parties. If a single arbitrator is not selected by
mutual consent within ten Business Days following the giving of the written
notice of dispute, an arbitrator shall be selected from a list of nine persons
each of whom shall be an attorney who is either engaged in the active practice
of law or recognized arbitrator and who, in either event, is experienced in
serving as an arbitrator in disputes between employers and employees, which list
shall be provided by the main office of either JAMS, the American Arbitration
Association (“AAA”) or the Federal Mediation and Conciliation Service. If,
within three Business Days of the parties’ receipt of such list, the parties are
unable to agree on an arbitrator from the list, then the parties shall each
strike names alternatively from the list, with the first to strike being
determined by the flip of a coin. After each party has had four strikes, the
remaining name on the list shall be the arbitrator. If such person is unable to
serve for any reason, the parties shall repeat this process until an arbitrator
is selected.

    


    Unless
the parties agree otherwise, within 60 days of the selection of the arbitrator,
a hearing shall be conducted before such arbitrator at a time and a place agreed
upon by the parties. In the event the parties are unable to agree upon the time
or place of the arbitration, the time and place shall be designated by the
arbitrator after consultation with the parties. Within 30 days of the conclusion
of the arbitration hearing, the arbitrator shall issue an award, accompanied by
a written decision explaining the basis for the arbitrator’s award.

    


    In any
arbitration hereunder, the Participating Employer shall pay all administrative
fees of the arbitration and all fees of the arbitrator, except that the
Participant or Beneficiary may, if he/she/it wishes, pay up to one-half of those
amounts. Each party shall pay its own attorneys’ fees, costs, and expenses,
unless the arbitrator orders otherwise. The prevailing party in such
arbitration, as determined by the arbitrator, and in any enforcement or other
court proceedings, shall be entitled, to the extent permitted by law, to
reimbursement from the other party for all of the prevailing party’s costs
(including but not limited to the arbitrator’s compensation), expenses, and
attorneys’ fees. The arbitrator shall have no authority to add to or to modify
this Plan, shall apply all applicable law, and shall have no lesser and no
greater remedial authority than would a court of law resolving the same claim or
controversy. The arbitrator shall, upon an appropriate motion, dismiss any claim
without an evidentiary hearing if the party bringing the motion establishes that
it would be entitled to summary judgment if the matter had been pursued in court
litigation.

    


    The
parties shall be entitled to discovery as follows: Each party may take no more
than three depositions. The Participating Employer may depose the Participant or
Beneficiary plus two other witnesses, and the Participant or Beneficiary may
depose the Participating Employer, pursuant to Rule 30(b)(6) of the Federal
Rules of Civil Procedure, plus two other witnesses. Each party may make such
reasonable document discovery requests as are allowed in the discretion of the
arbitrator.

    


    The
decision of the arbitrator shall be final, binding, and non-appealable, and may
be enforced as a final judgment in any court of competent
jurisdiction.


    
      
         


      

      
        65

        
          

        

      

      
         


      

    

     

    This
arbitration provision of the Plan shall extend to claims against any parent,
subsidiary, or affiliate of each party, and, when acting within such capacity,
any officer, director, shareholder, Participant, Beneficiary, or agent of any
party, or of any of the above, and shall apply as well to claims arising out of
state and federal statutes and local ordinances as well as to claims arising
under the common law or under this Plan.

    


    Notwithstanding
the foregoing, and unless otherwise agreed between the parties, either party may
apply to a court for provisional relief, including a temporary restraining order
or preliminary injunction, on the ground that the arbitration award to which the
applicant may be entitled may be rendered ineffectual without provisional
relief.

    


    Any
arbitration hereunder shall be conducted in accordance with the Federal
Arbitration Act: provided, however, that, in the event of any inconsistency
between the rules and procedures of the Act and the terms of this Plan, the
terms of this Plan shall prevail.

    


    If any of
the provisions of this Section 12.6(a) are determined to be unlawful or
otherwise unenforceable, in the whole part, such determination shall not affect
the validity of the remainder of this section and this section shall be reformed
to the extent necessary to carry out its provisions to the greatest extent
possible and to insure that the resolution of all conflicts between the parties,
including those arising out of statutory claims, shall be resolved by neutral,
binding arbitration. If a court should find that the provisions of this Section
12.6(a) are not absolutely binding, then the parties intend any arbitration
decision and award to be fully admissible in evidence in any subsequent action,
given great weight by any finder of fact and treated as determinative to the
maximum extent permitted by law.

    


    The
parties do not agree to arbitrate any putative class action or any other
representative action. The parties agree to arbitrate only the claims(s) of a
single Participant or Beneficiary.

    


    
      	
               
      

            	
              (b)

            	
              Upon Change in Control.
      If, upon the occurrence of a Change in Control, any dispute, controversy
      or claim arises between a Participant or Beneficiary and the Participating
      Employer out of or relating to or concerning the provisions of the Plan,
      such dispute, controversy or claim shall be finally settled by a court of
      competent jurisdiction which, notwithstanding any other provision of the
      Plan, shall apply a de novo standard of review to any determination made
      by the Company or its Board of Directors, a Participating Employer, the
      Committee, or the Appeals
Committee.

            


    

      

      

    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 terms of a domestic relations order (as defined in
      Code Section 414(p)(1)(B)).

            


    

    


    The
Company may assign any or all of its liabilities under this Plan in connection
with any restructuring, recapitalization, sale of assets or other similar
transactions affecting a Participating Employer without the consent of the
Participant.

    


    
      	
              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 Participating Employer. The
      right and power of a Participating Employer to dismiss or discharge an
      Employee is expressly reserved. The Participating Employers make no
      representations or warranties as to the tax consequences to a Participant
      or a Participant’s beneficiaries resulting from a deferral of income
      pursuant to the Plan.

            


    


    
      
         


      

      
        66

        
          

        

      

      
         


      

    

     

    
      	
              13.3

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

            


    

    


    
      	
              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:
DIRECTOR 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

            	
              Headings. The
      headings of Sections are included solely for convenience of reference, and
      if there is any conflict between such headings and the text of this Plan,
      the text shall control.

            


    

    


    
      	
              13.6

            	
              Invalid or
      Unenforceable Provisions. If any provision of this Plan shall be
      held invalid or unenforceable, such invalidity or unenforceability shall
      not affect any other provisions hereof and the Committee may elect in its
      sole discretion to construe such invalid or unenforceable provisions in a
      manner that conforms to applicable law or as if such provisions, to the
      extent invalid or unenforceable, had not been
  included.

            


    

    


    
      	
              13.7

            	
              Lost Participants or
      Beneficiaries. Any Participant or Beneficiary who is entitled to a
      benefit from the Plan has the duty to keep the Committee advised of his or
      her current mailing address. If benefit payments are returned to the Plan
      or are not presented for payment after a reasonable amount of time, the
      Committee shall presume that the payee is missing. The Committee, after
      making such efforts as in its discretion it deems reasonable and
      appropriate to locate the payee, shall stop payment on any uncashed checks
      and may discontinue making future payments until contact with the payee is
      restored.

            


    

    


    
      	
              13.8

            	
              Facility of Payment to
      a Minor.  If a distribution is to be made to a minor, or
      to a person who is otherwise incompetent, then the Committee may, in its
      discretion, make such distribution: (i) to the legal guardian, or if none,
      to a parent of a minor payee with whom the payee maintains his or her
      residence, or (ii) to the conservator or committee or, if none, to the
      person having custody of an incompetent payee. Any such distribution shall
      fully discharge the Committee, the Company, and the Plan from further
      liability on account thereof.

            


    

    


    
      	
              13.9

            	
              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 28th day of October, 2008, to be
effective as of the Effective Date.

    


    Employers
Mutual Casualty Company

    


    By: Kristi K.
Johnson  (Print Name)

    


    Its:
Vice
President  (Title)

    


    /s/ Kristi K.
Johnson  (Signature)

     

     

    67