Non-employee Directors' Post-service Benefits plan

EXHIBIT 10.10



EMPLOYERS MUTUAL CASUALTY COMPANY

NON-EMPLOYEE DIRECTORS' POST-SERVICE BENEFITS PLAN

(Restated Effective January 1, 2008)



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



SECTION 2. DEFINITIONS





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





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



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



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



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



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



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



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



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



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







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



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



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



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