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:

SECTION 3

Eligibility

3.1      Eligibility for Participation . Any individual who is an Eligible Employee on the first (1 ^st ) day of the calendar month preceding the first (1 ^st ) 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:

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 750,000 ¹ 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      Plan Contributions .

                

¹ The number of shares of Common Stock issuable under the Plan changed from 500,000 shares to 750,000 shares as part of a three-for-two stock split of EMC Group’s outstanding shares of Common Stock that occurred on June 16, 2015.

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.

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.

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:

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.

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 .

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.

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.

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.

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.

AMENDMENT NO. 1

TO THE

EMPLOYERS MUTUAL CASUALTY COMPANY

AMENDED AND RESTATED

2008 EMPLOYEE STOCK PURCHASE PLAN

This Amendment No. 1 to the Employers Mutual Casualty Company Amended and Restated 2008 Employee Stock Purchase Plan, effective as of January 1, 2012, shall modify the Plan as follows:

1.      Sections 2.1(q) through 2.1(v) are hereby renumbered as Sections 2.1(r) through 2.1(w), respectively.

2.      Section 2.1 is hereby amended by adding a new subsection (q), to read as follows:

(q)      "Insider-Designated Participant" shall mean any Eligible Employee who is an insider, as designated and approved by the EMCC Board and/or EMC Group Board. Notwithstanding any other provisions contained in this Plan, an Insider-Designated Participant must declare his or her intention to elect to participate in the Plan not less than six (6) months prior to the Exercise Date of the Election Period in which the Insider-Designated Participant desires to participate by providing written notice of such intent to the Plan Administrator. In addition, the Insider-Designated Participant's election to participate in the Plan shall be subject to the supplement to the EMC Insurance Companies' Securities Trading Policy entitled "Insider Trading Requirements for Directors, Executive Officers and Other Specifically Designated Individuals", as the same may be amended from time to time and adopted by the EMCC Board and the EMC Group Board (collectively, the "Insider Trading Policy").

3.      Former Section 2.1(q) (now Section 2.1(r)) is hereby deleted in its entirety and replaced with the following:

"Participant" shall mean either (i) an Eligible Employee who elects to participate in the Plan by (a) 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 as provided in Section 4.4(a); or (b) making a Cash Contribution as provided in Section 4.4(b); or (ii) an Eligible Employee who is an Insider-Designated Participant who elects to participate in the Plan as provided in the Plan.

4.      Section 4.4(a) is hereby amended by adding the following to the end of Section 4.4(a):

Notwithstanding anything to the contrary in this Section 4.4(a), all Insider-Designated Participants must declare, in writing, directed to the Plan Administrator, such Insider-Designated Participant's intention to increase or decrease the amount of his or her Payroll Contributions not less than six (6) months prior to the Exercise Date of the Election Period for which he or she desires to adjust their Payroll Contribution. In addition, the Insider-Designated Participant's election described herein shall be subject to the Insider Trading Policy.

4.      Section 5.3 is hereby amended by deleting the first paragraph of Section 5.3 and replacing it with the following:

    

After the expiration of the one (1) year holding period referenced in Section 5.1, 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 to the contrary 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:

IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing as of March 14, 2012, Employers Mutual Casualty Company has caused this Amendment No. 1 to be executed in its name and on its behalf, on this      14      day of      March      , 2012.

EMPLOYERS MUTUAL CASUALTY COMPANY     

    

(ATTEST):

        

(SEAL)

AMENDMENT NO. 2

TO THE

EMPLOYERS MUTUAL CASUALTY COMPANY

AMENDED AND RESTATED

2008 EMPLOYEE STOCK PURCHASE PLAN

This Amendment No. 2 to the Employers Mutual Casualty Company Amended and Restated 2008 Employee Stock Purchase Plan, effective as of January 1, 2014, shall modify the Plan as follows:

Section 2.1.h. is hereby deleted in its entirety and replaced with the following:

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

IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing by the Board of Directors on November 14, 2013, Employers Mutual Casualty Company has caused this Amendment No. 2 to be executed in its name and on its behalf, on this      31st      day of      December      , 2013.

EMPLOYERS MUTUAL CASUALTY COMPANY     

(ATTEST):

(SEAL)

Amend#2-Restated2008EmpStkPrchsPln 11-013(attchmnt)

AMENDMENT NO. 3

TO THE

EMPLOYERS MUTUAL CASUALTY COMPANY

AMENDED AND RESTATED

2008 EMPLOYEE STOCK PURCHASE PLAN

This Amendment No. 3 to the Employers Mutual Casualty Company Amended and Restated 2008 Employee Stock Purchase Plan, effective as of January 1, 2016, shall modify the Plan as follows:

Section 4.4(a) is hereby amended by deleting the following sentence:

“The withholding rate shall be a whole, and not a fractional, percentage.”

IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing by the Board of Directors on May 5, 2016, Employers Mutual Casualty Company has caused this Amendment No. 3 to be executed in its name and on its behalf, on this 16 ^th day of May , 2016.

EMPLOYERS MUTUAL CASUALTY COMPANY

(ATTEST):

(SEAL)

Amend#3 to 2008 Restated EmpStkPrchsPln May 2016