EMPLOYERS MUTUAL CASUALTY COMPANY AMENDED AND RESTATED 2008 EMPLOYEE STOCK PURCHASE PLAN SECTION 1 Purpose

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

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

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

"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.

"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.

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

"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.

"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.

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

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

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

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

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

"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).

"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.

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

"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 (1^st) 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.

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

"Plan Administrator" shall mean the EMCC Board.

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

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

"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.

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

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.

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.

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.

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.

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:

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

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.

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.

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;

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;

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;

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

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

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.

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.

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.

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

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:

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

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

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.