First Amended Services Agreement between Employers Mutual Casualty Company and EMCASCO Insurance Company, Illinois EMCASCO Insurance Company, Dakota Fire Insurance Company, Union Insurance Company of Providence and EMC Property & Casualty Company

Financial services, including, but not limited to, the preparation of financial statements and the maintenance of appropriate banking relationships, including the establishment, maintenance, and/or transfer or termination of bank accounts in the name of the Affiliates. NOTE: investment services are provided pursuant to a separate agreement.

Legal services.

Actuarial services.

Audit services.

Marketing services.

Risk management, including obtaining and maintaining general liability insurance, including professional liability insurance, directors and officers liability insurance, reinsurance, and any bonds or other insurance necessary and appropriate.

Upon Written Agreement. Upon written agreement of all remaining parties, the parties may terminate this Agreement at the end of any quarter or year.

Termination of the Pooling Agreement. Upon termination of the Pooling Agreement, this Agreement shall immediately terminate.

Notice to Iowa Insurance Division. If the Agreement is terminated by the parties, the parties shall provide notice to the Iowa Insurance Division of such termination.

For Cause. In the event (i) any Affiliate applies for or consents to the appointment of a trustee or liquidator of all or a substantial part of its assets, files a voluntary petition in bankruptcy, admits in writing its inability to pay its debts as they become due, makes a general assignment for the benefit of creditors, files a petition or an answer seeking reorganization or arrangement with creditors or taking advantage of any insolvency law; or (ii) an order, judgment, or decree is entered by a court of competent jurisdiction adjudicating any Affiliate bankrupt or insolvent, approving a petition seeking reorganization, or appointing a trustee or liquidator of all or a substantial part of its assets; or (iii) any Affiliate ceases to be a party to the Pooling Agreement (for the purposes of this paragraph, the party to which any of these events applies shall be referred to as the "Consenting Affiliate"), the remaining parties may, upon written agreement of all such remaining parties, require the Consenting Affiliate to withdraw from this Agreement. EMC has no automatic right to terminate this Agreement if any of the Affiliates are placed in receivership pursuant to Iowa Code chapter 507C. If any of the Affiliates are placed in receivership or seized by the commissioner under the Iowa Receivership Act, all of the rights of the Affiliates under this Agreement extend to the receiver or the commissioner and all books and records will immediately be made available to the receiver or the commissioner and shall be turned over to the receiver or the commissioner immediately upon the receiver’s or the commissioner’s request. EMC will continue to maintain any systems, programs, or other infrastructure notwithstanding a seizure by the commissioner under Iowa Code chapter 507C, and will make them available to the receiver for so long as EMC continues to receive timely payment for services rendered.

With Consent. Upon written agreement of all of the remaining parties, any Affiliate may withdraw and terminate its involvement in this Agreement. If a party seeks to withdraw from the Agreement pursuant to this Section 6(b), the parties to the Agreement shall seek prior approval of such withdrawal from the Iowa Insurance Division.

Liability for expenses. In the event that an Affiliate withdraws from this Agreement, the withdrawing Affiliate shall continue to be liable for all expenses incurred through the date of its withdrawal, plus those incurred to accommodate its withdrawal.