ex10_4-1.htm


    
      

    

    EXHIBIT
10.4.1

    
       

      EMPLOYERS
MUTUAL CASUALTY COMPANY

       

      AMENDED
AND RESTATED

       

      2008 EMPLOYEE STOCK PURCHASE
PLAN

       

       

      SECTION
1

      Purpose

       

      The Employers Mutual Casualty Company
("EMCC") Amended and Restated 2008 Employee Stock Purchase Plan (the "Plan") is
established by EMCC for the benefit of the Eligible Employees, as hereinafter
defined, of EMCC.  The purpose of the Plan is to provide each Eligible
Employee with an opportunity to acquire, or increase, a personal interest in the
future of EMC Insurance Group Inc. (“EMC Group”) through the purchase of shares
of Common Stock, as hereinafter defined, of EMC Group.  Purchases of
Common Stock under the Plan will take place through accumulated payroll
deductions or lump sum cash contributions.  The Plan is intended to
qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").

       

      SECTION
2

      Definitions

       

      2.1           Definitions.  Whenever
used herein, the following terms shall have the respective meanings set forth
below:

       

      
        	
                 
      

              	
                a.

              	
                “Administrative
      Beneficiary” shall mean a person designated or deemed as such pursuant to
      Section 6.3(a).

              


      

       

      
        	
                 
      

              	
                b.

              	
                "Business
      Day" shall mean any day on which the NASDAQ Stock Market is open for
      trading.

              


      

       

      
        	
                 
      

              	
                c.

              	
                "Cash
      Contribution" shall mean an Eligible Employee's contribution other than
      through payroll deduction, pursuant to Section
  4.4(b).

              


      

       

      
        	
                 
      

              	
                d.

              	
                "Common
      Stock" shall mean the common stock of EMC Group.  The Common
      Stock made available for the Plan by EMCC may be either stock owned by
      EMCC, purchased by EMCC on the open market or acquired by EMCC through
      means other than purchase on the open
market.

              


      

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                e.

              	
                "Compensation"
      shall mean all EMCC compensation earned by the Eligible Employee, before
      any deductions or withholdings, but excluding any bonuses, contingent
      salary payments, commissions, overrides, moving allowances, overseas
      allowances, payments under this Plan or any other stock option or purchase
      plan and payments or compensation under any other employee benefit
      plan.

              


      

       

      
        	
                 
      

              	
                f.

              	
                "Custodian"
      shall mean any third-party administrator as may be selected by the EMCC
      Board.

              


      

       

      
        	
                 
      

              	
                g.

              	
                "Election
      Period" shall mean the period from January 1 through March 31, April 1
      through June 30, July 1 through September 30 or October 1 through December
      31.  Each Election Period, notwithstanding anything to the
      contrary herein, shall end on the last Business Day of the Election
      Period.

              


      

       

      
        	
                 
      

              	
                h.

              	
                "Eligible
      Employee" shall include all full-time employees and part-time qualified
      employees of EMCC who are scheduled to work twenty (20) hours or more per
      week on a regular and on-going
basis.

              


      

       

      
        	
                 
      

              	
                i.

              	
                "EMCC"
      shall mean Employers Mutual Casualty Company, an Iowa corporation, and any
      successor in a reorganization or similar
  transaction.

              


      

       

      
        	
                 
      

              	
                j.

              	
                "EMCC
      Board" shall mean the Board of Directors of
  EMCC.

              


      

       

      
        	
                 
      

              	
                k.

              	
                "EMC
      Group" shall mean EMC Insurance Group Inc., an Iowa corporation, and any
      successor in a reorganization or similar
  transaction.

              


      

       

      
        	
                 
      

              	
                l.

              	
                "EMC
      Group Board" shall mean the Board of Directors of EMC
    Group.

              


      

       

      
        	
                 
      

              	
                m.

              	
                "Exercise
      Date" shall mean the last Business Day of each Election
      Period.

              


      

       

      
        	
                 
      

              	
                n.

              	
                "Fair
      Market Value" shall mean, as of any date, the average price of the Common
      Stock, which shall be calculated by adding the high trading price and low
      trading price of the day, as reported by the NASDAQ Stock Market, and
      dividing by two (2).

              


      

       

      
        	
                 
      

              	
                o.

              	
                "Inactive
      Participant" shall mean a person who is no longer an employee of EMCC due
      to a Terminating Event, as hereinafter defined, for whom the Custodian is
      maintaining an Individual Account until such time as all shares of Common
      Stock in the Individual Account are either sold or other otherwise
      distributed.

              


      

       

      
        	
                 
      

              	
                p.

              	
                "Individual
      Account" shall mean a separate account maintained by the Custodian for
      each Participant and/or Inactive
Participant.

              


      

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                q.

              	
                "Participant"
      shall mean an Eligible Employee who elects to participate in the Plan by
      (i) executing and delivering, not more than ninety (90) days prior to and
      not less than fourteen (14) days preceding the first (1st)
      day of an Election Period, a payroll deduction authorization to the Plan
      Administrator; or (ii) making a Cash Contribution as provided in Section
      4.4(b).  Notwithstanding anything herein, any Eligible Employee
      who is an insider pursuant to §16 of the Securities Exchange Act of 1934,
      as amended, must declare the Eligible Employee’s intention to participate
      in the Plan not less than six (6) months prior to the Exercise Date of the
      Election Period in which the Eligible Employee desires to participate by
      providing written notice of intent to the Plan
    Administrator.

              


      

       

      
        	
                 
      

              	
                r.

              	
                "Payroll
      Contributions" shall mean a Participant's after-tax contributions of
      Compensation by payroll deduction.

              


      

       

      
        	
                 
      

              	
                s.

              	
                "Plan
      Administrator" shall mean the EMCC
Board.

              


      

       

      
        	
                 
      

              	
                t.

              	
                "Purchase
      Price" shall mean eighty-five percent (85%) of the Fair Market Value of a
      share of Common Stock on the Exercise
Date.

              


      

       

      
        	
                 
      

              	
                u.

              	
                “Recipient
      Beneficiary” shall mean a person or persons designated or deemed as such
      pursuant to Section 6.3(b).

              


      

       

      
        	
                 
      

              	
                v.

              	
                "Terminating
      Event" shall mean a Participant's termination of employment by EMCC for
      any reason or any other event which causes the Participant to no longer be
      an Eligible Employee.  A Terminating Event shall not include a
      termination of employment in the case of a sick leave or other bona fide leave of
      absence approved for purposes of this Plan by
  EMCC.

              


      

       

      SECTION
3

      Eligibility

       

      3.1           Eligibility for
Participation.  Any individual who is an Eligible Employee on
the first (1st) day of
the calendar month preceding the first (1st) day of
an Election Period shall be eligible to participate in the Plan.

       

      3.2           Limitations.  Any
Eligible Employee who is otherwise eligible to participate in the Plan shall not
be granted any option to purchase Common Stock under the Plan if:

       

      
        	
                 
      

              	
                a.

              	
                the
      Eligible Employee, after the option to purchase Common Stock is granted,
      would own shares of stock, as defined by Sections 423(b)(3) and 424(d) of
      the Code, possessing five percent (5%) or more of the combined voting
      power or value of all classes of stock of EMC Group;
  or

              


      

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                b.

              	
                the
      Eligible Employee, after the option to purchase Common Stock is granted,
      would have the option to purchase Common Stock under all employee stock
      purchase plans of EMCC which would accrue at a rate that exceeds $25,000
      in Fair Market Value of such Common Stock, determined as of the Exercise
      Date, for each calendar year, which is equivalent to an aggregate Purchase
      Price of $21,250 of such Common
Stock.

              


      

       

      SECTION
4

      Participation

       

      4.1           Common Stock to be
Issued.  Subject to the provisions of this Section 4.1 and
Section 6.6, the number of shares of Common Stock issuable pursuant to the Plan
shall not exceed 500,000 shares.

       

      4.2           Option to
Purchase.  Each person that is a Participant on an Exercise
Date shall be granted an option to purchase Common Stock on that Exercise Date
with such Payroll Contributions or Cash Contribution as have been made by the
Participant to the Participant's Individual Account during the Election
Period.  All sums accumulated during the Election Period shall be used
by the Plan Administrator to purchase the number of shares of Common Stock,
including fractional shares computed to four (4) decimal places, which shall be
determined by dividing the cash balance in the Participant's Individual Account
by the Purchase Price.  The Plan Administrator shall reduce, on a
substantially proportionate basis, the number of shares of Common Stock to be
purchased by each Participant on any Exercise Date in the event that the number
of shares then available for purchase under the Plan is otherwise
insufficient.

       

      4.3           Individual
Accounts.  The Custodian shall establish an Individual Account
for each Participant, to which shall be credited (a) the amount of all Payroll
Contributions or a Cash Contribution made by the Participant and (b) the number
of shares of Common Stock that are purchased by such Participant pursuant to the
terms of the Plan.  The Custodian shall continue to maintain such
Individual Account for a Participant who becomes an Inactive Participant until
such time as all shares of Common Stock are sold or otherwise distributed out of
the Individual Account pursuant to the provisions of Section 5.3.  No
interest shall accrue on any Payroll Contributions or Cash Contribution in any
Individual Account.

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      4.4           Plan
Contributions.

       

      
        	
                 
      

              	
                a.

              	
                Payroll
      Contributions.  Payroll Contributions may be authorized by the
      Participant at a rate of not less than two percent (2%) and not more than
      ten percent (10%) of the Participant's Compensation by means of
      substantially equal payroll deductions divided over the Election
      Period.  The withholding rate shall be a whole, and not a
      fractional, percentage.  A Participant may change the
      withholding rate by executing a new payroll deduction authorization, which
      shall be effective for the next Election Period.  Any
      Participant making Payroll Contributions is ineligible to make a Cash
      Contribution.

              


      

       

      
        	
                 
      

              	
                b.

              	
                Cash
      Contribution.  A Cash Contribution may be made by a Participant
      one (1) time during any Election Period; provided, however, that payment
      is made not less than fourteen (14) days prior to the Exercise Date of the
      applicable Election Period.  Any Cash Contribution and election
      to participate made hereunder by the Participant is
      irrevocable.  A Cash Contribution may not be less than two
      percent (2%) or more than ten percent (10%) of the Participant's
      Compensation earned, or that the Plan Administrator estimates will be
      earned, during the applicable Election Period.  Payment must be
      made in cash, by a personal check of the Participant or other cash
      equivalents acceptable to the
Custodian.

              


      

       

      4.5           Purchase of Common
Stock.  If an Eligible Employee is a Participant on the
Exercise Date of an Election Period, then, on the Exercise Date, the Plan
Administrator shall apply the cash balance of the Participant's Individual
Account to the purchase of the number of shares of Common Stock, including
fractional shares computed to four (4) decimal places, determined under Section
4.2.

       

      4.6           Termination of
Election.  An election to participate in the Plan may be
terminated by the Participant cancelling the election or upon the occurrence of
a Terminating Event.

       

      
        	
                 
      

              	
                a.

              	
                Termination
      by Cancellation.  A Participant may, at any time not less than
      fourteen (14) days prior to the next occurring Exercise Date, cancel the
      Participant's election to participate through Payroll Contributions by
      delivering written notice of cancellation or written notice of termination
      of the payroll deduction authorization to the Plan
      Administrator.  Upon cancellation of the election, the cash
      balance of the Participant's Individual Account shall be returned to the
      Participant.  The Participant shall cease to be a Participant
      for the then current Election Period as of the date of delivery of the
      notice.  Any Participant that elects to participate for the
      applicable Election Period by a Cash Contribution may not cancel the
      election for that Election Period.

              


      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                b.

              	
                Termination
      by Retirement, Disability or Death.  In the event of a
      Terminating Event resulting from a Participant's retirement, permanent
      disability (as determined pursuant to EMCC's long-term disability plan) or
      death, the Participant, or the Participant's Administrative Beneficiary as
      the case may be, shall have the right to elect, by written notice given to
      the Plan Administrator at least fourteen (14) days prior to the next
      occurring Exercise Date:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                to
      have all of the cash balance held in the Participant's Individual Account
      withdrawn and paid to the Participant or, in the event of a Terminating
      Event resulting from a Participant's death, to the Participant's Recipient
      Beneficiary or spouse pursuant to Section 6.3(b);
  or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                to
      continue the Participant's election to participate in the Plan through the
      remaining portion of the applicable Election Period during which the
      Terminating Event occurred.

              


      

       

      In the
event that the written notice required pursuant to this Section 4.6(b) is not
received by the Plan Administrator, the Participant or the Participant's
Administrative Beneficiary, if applicable, shall be deemed to have elected to
continue the election to participate, pursuant to Section
4.6(b)(ii).  At the earlier of the Participant, or the Participant's
Administrative Beneficiary, if applicable, electing to withdraw the cash balance
from the Participant's Individual Account or at the end of the Election Period
during which the Terminating Event occurred, the Participant shall immediately
become an Inactive Participant.

       

      
        	
                 
      

              	
                c.

              	
                Termination
      of Employment.  Except as otherwise provided in Section 4.6(b),
      upon a Terminating Event, the Participant shall have no further option to
      purchase Common Stock under the Plan and shall immediately become an
      Inactive Participant.  Any cash balance in an Inactive
      Participant's Individual Account shall be returned to the Inactive
      Participant, as soon as reasonably practicable.  All Common
      Stock in an Inactive Participant's Individual Account shall remain in the
      Individual Account until the expiration of the one (1) year holding period
      referenced in Section 5.1.  After the expiration of the one (1)
      year holding period, the Common Stock may be sold or distributed pursuant
      to Section 5.3.

              


      

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      


      SECTION
5

      Issuance of Common
Stock

       

      5.1           Issuance to
Custodian.  As soon as reasonably practicable after an Exercise
Date, EMCC shall purchase shares of Common Stock with the balance of the Payroll
Contributions or the Cash Contribution in the Participant's Individual
Account.  All shares of Common Stock acquired by a Participant
pursuant to the Plan shall be issued in the form of non-certificated shares;
i.e., book entry form.  All shares of Common Stock so issued will be
held by the Custodian and restricted from all forms of transfers by the
Custodian for a period of one (1) year from and after the Exercise
Date.  After the expiration of the one (1) year holding period, the
Common Stock acquired by a Participant pursuant to the Plan may be sold or
distributed pursuant to Section 5.3.

       

      5.2           Share
Rights.  During the one (1) year holding period referenced in
Section 5.1 in which the shares of Common Stock are held by the Custodian,
Participants and Inactive Participants shall generally have the rights and
privileges of a stockholder, including, but not limited to, the right to vote,
to receive dividends and to have such shares participate in EMC Group's Amended
and Restated Dividend Reinvestment and Common Stock Purchase Plan, subject to
such restrictions as the EMC Group Board may impose.  Notwithstanding
anything to the contrary, during the one (1) year holding period, none of the
Common Stock may be sold, transferred, assigned, pledged or otherwise encumbered
by the Participant or Inactive Participant.  After the expiration of
the one (1) year holding period, the Common Stock may be sold or distributed
pursuant to Section 5.3; however, none of the Common Stock may be assigned,
pledged or otherwise encumbered by the Participant or Inactive Participant at
any time.

       

      5.3           Distribution of Common
Stock.  After the expiration of the one (1) year holding period
referenced in Section 5.1, EMCC shall provide notice to all Participants and
Inactive Participants, or their respective Administrative Beneficiaries, if
applicable, that the transfer restrictions imposed in Section 5.1 have been
lifted, within thirty (30) days of the lifting thereof.  At that time,
all Common Stock not subject to the one (1) year holding period may only be disposed of,
with limited exceptions, through sales transactions conducted through the
Custodian, so that EMCC may comply with applicable Code
provisions.  Notwithstanding anything herein, EMCC will allow
non-certificated whole shares to be electronically transferred, or, if requested
in writing, will cause certificates evidencing the Participant's or Inactive
Participant's ownership of whole shares of Common Stock to be issued, under the
following circumstances:

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                a.

              	
                The
      Participant or Inactive Participant, or their respective Recipient
      Beneficiary, intends to use the Common Stock in a pyramid transaction
      involving the exercise of a stock option under a stock plan offered by
      EMCC in which the Participant or Inactive Participant also participates,
      provided that no distribution for this purpose will be permitted during
      the one (1) year holding period referenced in Section 5.1 and provided
      that any such distribution made under this Section 5.3(a) will be made to
      the administrator of the stock
plan;

              


      

       

      
        	
                 
      

              	
                b.

              	
                The
      Participant or Inactive Participant, or their respective Recipient
      Beneficiary, desires to gift shares of Common Stock in their Individual
      Account to any other person, provided that such gift is made after the one
      (1) year holding period referenced in Section
  5.1;

              


      

       

      
        	
                 
      

              	
                c.

              	
                The
      Participant or Inactive Participant provides the Plan Administrator with
      copy of a divorce decree executed by the issuing court or a property
      settlement agreement executed by both parties (or other similar agreement)
      with an execution date not more than ninety (90) days prior to the written
      request for distribution hereunder;

              


      

       

      
        	
                 
      

              	
                d.

              	
                The
      Participant's Recipient Beneficiary, including any deemed designee, or
      spouse, pursuant to Section 6.3(b), provides proof of identity and
      existence after the Participant's or Inactive Participant's death;
      or

              


      

       

      
        	
                 
      

              	
                e.

              	
                Such
      other reasons as may be permitted and approved in writing by, and in the
      sole discretion of, the Plan
Administrator.

              


      

       

      5.4           Fractional
Shares.  At any time Common Stock is sold or distributed in
accordance with Section 5.3 and such sale or distribution would include a
fractional shares of Common Stock, the value of that fractional share shall be
paid to the Participant or Inactive Participant, or their respective Recipient
Beneficiary, if applicable, in cash in an amount equal to the Fair Market Value
of such fractional share on the day the Common Stock is sold or
distributed.

       

      SECTION
6

      Miscellaneous
Provisions

       

      6.1           Withholding.  EMCC,
or EMCC’s designee, may make such provisions and take such action as it may deem
necessary or appropriate for the withholding of any taxes which EMCC is required
by law or regulation of any governmental authority, whether federal, state or
local, to withhold in connection with any Payroll Contributions, Cash
Contribution or distribution of Common Stock pursuant to the
Plan.  Each Participant and Inactive Participant, or their respective
Recipient Beneficiary, if applicable, however, shall be responsible for the
payment of all individual tax liabilities relating to any such
amounts.

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

      


      6.2           Rights not
Transferable.  All Participants under this Plan shall have the
same rights and privileges.  Except as otherwise provided in Section
4.6(b), each Participant's option to purchase Common Stock under the Plan shall
be exercisable during the Participant's lifetime and only by the
Participant.  The Participant's option to purchase Common Stock
hereunder and any of the Common Stock held by the Custodian in any Individual
Account during the one (1) year holding period referenced in Section 5.1, may
not be sold, pledged, assigned or otherwise transferred in any manner whatsoever
by a Participant or Inactive Participant, other than in accordance with Section
6.3, except by will or the laws of descent and distribution of the state in
which the Participant or Inactive Participant is domiciled at the time of the
Participant's or Inactive Participant's death.    After the
expiration of the one (1) year holding period, the Common Stock may be sold or
distributed pursuant to Section 5.3; however, none of the Common Stock may be
assigned, pledged or otherwise encumbered by the Participant or Inactive
Participant at any time.

       

      6.3           Designation of
Beneficiaries.

       

      
        
          
            	
                  	
                    a.

                  	
                    Administrative
      Beneficiary. Each Participant may file with the Plan
      Administrator a written designation of an Administrative Beneficiary,
      whose sole duties shall be to provide the written notice required in
      Section 4.6(b) and to receive notice from the Plan Administrator of the
      lifting of the transfer restrictions pursuant to Section
      5.3.  The Administrative Beneficiary shall be an individual and
      may be a Recipient Beneficiary; however, the Participant may not designate
      more than one (1) Administrative Beneficiary.  In the absence of
      an effective designation hereunder, the Participant's surviving spouse, if
      any, or the administrator of the Participant's estate shall be deemed to
      be the Administrative Beneficiary.  Each designation of an
      Administrative Beneficiary made hereunder will (i) revoke all prior
      designations by the same Participant with respect to all elections to
      participate previously made, including, solely for the purposes of this
      Plan, any deemed designation; (ii) be in a form prescribed by the Plan
      Administrator; and (iii) be effective only when received by the Plan
      Administrator during the Participant's
lifetime.

                  


          

        

      

       

      
        	
                 
      

              	
                b.

              	
                Recipient
      Beneficiary.  Each Participant may file with the Plan
      Administrator a written designation of a Recipient Beneficiary who is to
      receive any Common Stock registered in the name of the Participant, solely
      or as tenant-in-common, and any cash balance withdrawn from the
      Participant's Individual Account pursuant to Section 4.6(b) following the
      Participant's death.  If a Participant shall not have designated
      any Recipient Beneficiary under this Plan, the Participant's Recipient
      Beneficiary shall be deemed to be the person or persons designated by the
      Participant as the primary beneficiary under EMCC's group life insurance
      plan.  Each designation made hereunder will (i) revoke all prior
      designations by the same Participant with respect to all elections to
      participate previously made, including, solely for the purposes of this
      Plan, any deemed designation; (ii) be in a form prescribed by the Plan
      Administrator; and (iii) be effective only when received by the Plan
      Administrator during the Participant's lifetime.  In the absence
      of any effective designation hereunder, including a deemed designation,
      any Common Stock registered in the name of the Participant solely or as
      tenant-in-common and any cash balance in the Participant's Individual
      Account following the Participant's death shall be transferred or paid to
      the Participant's surviving spouse, if any, or to the Participant's
      estate.  Upon the death of a Participant, a Recipient
      Beneficiary, or a spouse entitled under this Section 6.3(b), shall provide
      proof of identity and existence to the Plan Administrator.  No
      designated Recipient Beneficiary shall, prior to the death of a
      Participant, acquire any interest in the Common Stock or cash credited to
      a Participant under the Plan.

              


      

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                c.

              	
                All
      references to a Participant in this Section 6.3 shall include an Inactive
      Participant.  All references in the Plan to a Participant's
      Administrative Beneficiary or Recipient Beneficiary shall include an
      Inactive Participant's Administrative or Recipient
      Beneficiary.

              


      

       

      6.4           Employment
Rights.  Neither the adoption of this Plan nor any of the
provisions hereof shall confer upon any Participant any right to continue
employment with EMCC or affect in any way the right of EMCC to terminate the
employment of a Participant at any time.

       

      6.5           Change in
Capitalization.  In the event of (a) a Common Stock dividend,
(b) a Common Stock split, (c) a reclassification of Common Stock or (d) any
other change in the authorized number or par value of the Common Stock, then the
remaining number of shares of Common Stock provided under Section 4.1 which have
not been sold to Participants shall be appropriately adjusted by the EMCC Board,
whose determination shall be binding on all persons.  In the event of
a merger in which EMC Group is not the surviving corporation or, in the event of
a sale or transfer of all or substantially all of EMC Group's assets (other than
by the grant of a mortgage or security interest), all outstanding options of
Participants to purchase Common Stock under Section 4.2 shall terminate;
provided that, prior to the effective date of such merger or sale or transfer of
assets, the EMCC Board shall either (x) return the balance of all Plan
Individual Accounts and terminate all Participant rights hereunder, or (y)
accelerate the Exercise Date of the then current Election Period, or (z) if
there is a surviving or acquiring entity other than EMC Group, arrange to have
that entity, or an affiliate of that entity, grant to the Participants the right
to participate in a stock purchase plan of that entity which has substantially
equivalent terms and conditions as this Plan, as determined by the EMCC
Board.  In the event of (x) or (y) above, the one (1) year holding
period referenced in Section 5.1 shall be terminated and EMCC shall provide
appropriate notice of such termination to the Custodian in order to allow for
the sale and/or distribution of any Common Stock then being held in
custody.

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      6.6           Administration of the
Plan.  The Plan shall be administered by the EMCC
Board.  Any members of the EMCC Board who are eligible to participate
in the Plan will abstain from voting on Plan administration
matters.  A majority vote of the non-employee members of the EMCC
Board members will be required to take any action required under the
Plan.  The Plan Administrator shall have the authority, not
inconsistent with the express provisions of the Plan, to take all action
necessary or appropriate hereunder, to establish appropriate rules and
regulations relating to the Plan, to interpret its provisions and to decide all
questions and resolve all disputes which may arise in connection
therewith.  Such determinations shall be conclusive and shall bind all
parties, including Participants and any and all persons claiming rights and
privileges under or through any Participant.  The Plan Administrator
may, in its discretion, delegate its authority, or any portion thereof, under
this Section 6.6, including, but not limited to the power to amend the Plan for
the purpose of satisfying requirements arising from changes in applicable laws
or regulations, to a separate administrator for the day-to-day operation of the
Plan.

       

      6.7           Amendment of
Plan.  The EMCC Board may from time to time amend the Plan in
any respect, including, but not limited to, amending the Plan for other purposes
which may at the time be permitted by law.  However, no such
amendment, except to the extent explicitly required or permitted herein, will,
without the prior approval of the stockholders of EMC Group and the
policyholders of EMCC, (a) increase the maximum number of shares of Common Stock
available under the Plan; (b) reduce the Purchase Price of Common Stock issuable
under the Plan; (c) cause Participant's options to purchase Common Stock under
the Plan to fail to meet the requirements of Section 423 of the Code; (d) amend
the provisions of this Section 6.7; or (e) adversely affect the right of a
Participant to exercise an option, without the consent of the Participant, to
purchase Common Stock during an Election Period after such Participant has
elected to participate for that Election Period.  Notwithstanding
anything to the contrary, the EMCC Board may, without the prior approval of the
stockholders of EMC Group and policyholders of EMCC, increase the number of
shares of Common Stock which may be issued under the Plan to reflect adjustments
made pursuant to Section 6.5.

       

      6.8           Termination of
Plan.  The Plan may be permanently terminated or temporarily
suspended at any time by the EMCC Board.  No such termination or
suspension of the Plan shall adversely affect the rights and privileges of any
Participant that elected to participate during the Election Period in which the
termination or suspension occurred.  Any such termination or
suspension shall be effective after the Exercise Date of the then current
Election Period.

       

      
        
           


        

        
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      6.9           Custodial
Arrangement.  All cash and/or Common Stock allocated to a
Participant's or Inactive Participant's Individual Account under the Plan shall
be held by the Custodian in its capacity as a custodian for the Participant or
Inactive Participant.  Nothing contained in this Plan, and no action
taken pursuant to the Plan, shall create or be construed to create a trust of
any kind, or a fiduciary relationship between EMCC, its officers or the EMCC
Board and a Participant, Inactive Participant or any other person or
entity.

       

      6.10         No Limitation on
Compensation.  Nothing in the Plan shall be construed to limit
the right of EMCC to establish other plans.

       

      6.11         No Constraint on Corporate
Action.  Nothing in this Plan shall be construed (a) to limit,
impair or otherwise affect EMCC's or EMC Group's right or power to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure; (b) to merge or consolidate; (c) to dissolve, liquidate,
sell or transfer all or any part of its business or assets; or (d) except as
provided in Section 6.7, to limit the right or power of EMCC, EMC Group or any
of the subsidiaries or affiliates of either to take any action which such entity
deems to be necessary or appropriate.

       

      6.12         Federal Income Tax
Consequences.  The following discussion is provided for
purposes of general information only.  All references to a Participant in
this Section 6.12 shall include an Inactive Participant.  Each
Participant is advised to consult the Participant's own tax advisor to determine
how the federal income tax laws apply to the Participant's own
situation.

      


      
        	
                 
      

              	
                a.

              	
                A
      Participant does not recognize taxable income when Common Stock is issued
      in the Participant's name on the Exercise
Date.

              


      

      


      
        	
                 
      

              	
                b.

              	
                A
      gain or loss will be realized by the Participant when the shares are
      sold.  The gain or loss will be measured by the difference
      between the sales price and the tax basis of the Common Stock
      sold.  If shares of Common Stock are sold within two (2) years
      of the Exercise Date on which such shares are issued, the disposition
      of the shares of Common Stock is deemed to be a disqualifying disposition
      pursuant to the Code.  When a disqualifying disposition occurs,
      there will be an ordinary income component of the sale transaction, which
      will be reported on the Participant’s Form W-2 for the year in which the
      sale transaction occurs.  The ordinary income will be the excess
      of the Fair Market Value of the Common Stock on the Exercise Date over the
      Purchase Price.  If the shares of Common Stock are held for more
      than two (2) years from the Exercise Date, there may still be an
      ordinary income component, which will also be reported on the
      Participant’s Form W-2 for the year in which the sale transaction
      occurs.  This ordinary income would be the lesser
      of:

              


      


      
        
           


        

        
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                (i)

              	
                The
      excess of the Fair Market Value of the Common Stock on the Exercise Date
      over the Purchase Price, or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      excess of the amount realized on the sale of the Common Stock over the
      Purchase Price.

              


      

      


      
        	
                 
      

              	
                c.

              	
                Any ordinary income realized upon
      the sale will
      increase the
      Participant's
      tax basis of the
      Common Stock.  The period for which shares of Common
      Stock acquired
      through the Plan are
      held by a Participant will begin on the day after the
      Exercise Date and shall end on the
      date of the sale
      transaction.

              


      

       

      6.13         Effective
Date.  This Plan, as amended, shall become effective on April
1, 2009, with the first Election Period commencing on April 1,
2009.

       

      6.14         Titles.  Titles
of sections and subsections are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this
Plan.

       

      6.15         Governing
Law.  This Plan and all the rights and obligations herein shall
be construed in accordance with and governed by the laws of the State of Iowa,
without regard to principals of conflicts of laws.

       

       

    

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