EMC INSURANCE GROUP INC (Form: S-8, Received: 03/14/2013 14:46:16)

As filed with the Securities and Exchange Commission on March 14, 2013

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EMC INSURANCE GROUP INC.

(Exact name of Registrant as specified in its charter)

Iowa		42-6234555
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Des Moines, Iowa 50309

(Address of principal executive office, including zip code)

2013 EMPLOYERS MUTUAL CASUALTY COMPANY

NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN

(Full Title of Plan)

EMC Insurance Group Inc.

Des Moines, Iowa 50309

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	¨	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)		Proposed maximum offering price per share (2)				Proposed maximum aggregate offering price (1)(2)				Amount of registration fee
Common Stock, $1.00 par value	200,000 shares		$	25.03			$	5,006,000.00			$	682.82

(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall be deemed to cover an indeterminate amount of additional shares of Common Stock which may be issued under the 2013 Employers Mutual Casualty Company Non-Employee Director Stock Purchase Plan (the "Plan") pursuant to the share adjustment provisions of the Plan.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act based on the average of the high and low price for the Common Stock on the Global Select Market tier of the NASDAQ OMX Stock Market, Inc. on March 11, 2013.

PART I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1 .

Plan Information.

The documents containing the information specified in Item 1 of Part I will be delivered to participants in the 2013 Employers Mutual Casualty Company Non-Employee Director Stock Purchase Plan (the “Plan”) covered by this Registration Statement, in accordance with Form S-8 and Rule 428(b) under the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2 .

Registrant Information and Employee Plan Annual Information.

The written statement required by Item 2 of Part I is included in documents delivered to participants in the Plan covered by this Registration Statement pursuant to Rule 428(b) of the Securities Act. EMC Insurance Group Inc. (the “Registrant”) will deliver such documents free of charge to participants upon written or oral request directed to Richard W. Hoffmann, Vice President, General Counsel and Secretary, EMC Insurance Group Inc., 717 Mulberry Street Des Moines, IA 50309, (515) 345-2450.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3 .

Incorporation of Documents by Reference.

The following documents, filed by the Registrant with the Commission, are incorporated herein by reference:

(1)	The Registrant ’s Annual Report on Form 10-K for the calendar year ended December 31, 2012, filed on March 12, 2013 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(2)	The Registrant ’s Current Reports on Form 8-K filed on January 22, 2013, March 6, 2013 and March 14, 2013 pursuant to Section 13(a) of the Exchange Act.

(3)

Amendment No. 2 to the Registrant’s Registration Statement on Form S-1, File No. 333-117406, and related Prospectus, as filed with the Commission on October 12, 2004. Information relating to the Registrant’s common stock is set forth under the caption “Description of Common Stock” in the Registration Statement on Form S-1.

(4)

All reports and other documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof, and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Unless expressly incorporated into this Registration Statement, a Current Report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document.

Item 4 .

Description of Securities.

Item 5 .

Interests of Named Experts and Counsel.

Item 6 .

Indemnification of Directors and Officers.

The Iowa Business Corporation Act makes provision for the indemnification of directors and officers in terms sufficiently broad to indemnify such persons from liability (including reimbursements for expenses incurred) arising under the Securities Act. Under the Registrant’s Restated Articles of Incorporation, directors and officers of the Registrant are subject to mandatory indemnification for liability (as such term is defined in Section 850(5) of the Iowa Business Corporation Act), except to the extent such liability arises in connection with: (i) receipt of a financial benefit by a director or officer to which the director or officer is not entitled; (ii) an intentional infliction of harm on the Registrant or its shareholders; (iii) a violation of Section 833 of the Iowa Business Corporation Act (an impermissible distribution by the Registrant), or (iv) an intentional violation of the criminal law. The By-Laws of the Registrant provide for indemnification of officers, directors, employees or agents as permitted under the Iowa Business Corporation Act or as otherwise permitted by law.

The Plan provides for indemnification to the full extent permitted by law of any person in connection with any proceeding, suit or action brought by reason of any action taken or not taken under the Plan while such person was a member of the Board of Directors of Employers Mutual or the Registrant.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7 .

Exemption from Registration Claimed.

The exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.

Item 9 .

Undertakings.

(a)	The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however , that (a)(1)(i) and (a)(1)(ii) above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities

offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Moines, State of Iowa, on March 14, 2013.

	EMC INSURANCE GROUP INC.

	By:	/s/ Bruce G. Kelley
	Name:	Bruce G. Kelley
	Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on March 14, 2013 in the capacities indicated.

/ S / Bruce G. Kelley
President, Chief Executive Officer, and Director (Principal Executive Officer)

/ S / Mark E. Reese
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

/ S / Mark E. Reese*
George C. Carpenter III, Director

/ S / Mark E. Reese*
Stephen A. Crane, Director

/ S / Mark E. Reese*
Jonathan R. Fletcher, Director

/ S / Mark E. Reese*
Robert L. Howe, Director

/ S / Mark E. Reese*
Gretchen H. Tegeler, Director

*By Power of Attorney

The following is a list of all exhibits filed as a part of this Registration Statement on Form S-8, including those incorporated herein by reference.

Number		Description

4.1		Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Form 10-Q for the quarterly period ended June 30, 2008).

4.2		By-Laws of the Registrant, as amended (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Form 8-K filed on March 6, 2013).

5*		Opinion of Nyemaster Goode, P.C. with respect to the legality of the shares being issued

23.1*		Consent of Nyemaster Goode, P.C. (included within Exhibit 5)

23.2*		Consent of Ernst & Young LLP

24*		Power of Attorney

99.1*		2013 Employers Mutual Casualty Company Non-Employee Director Stock Purchase Plan

Keith E. Luchtel Robert A. VanOrsdel Richard J. Sapp G. R. Neumann Gregory P. Page Randall G. Horstmann Jay Eaton Bradford L. Austin Sara J. Sersland Hayward L. Draper Michael W. Thrall Mark C. Dickinson Gregory B. Wilcox John F. Lorentzen Rod Kubat Steven J. Roy Frank B. Harty James C. Wine Bruce W. Baker Steven H. Lytle	Terry C. Hancock Anthony A. Longnecker Kevin H. Collins Joseph A. Quinn Wade H. Schut Mark D. Aljets G. Thomas Sullivan Thomas H. Walton Willard L. Boyd III Jeffrey W. Courter Hallie E. Still-Caris David W. Benson Brian J. Humke Paula S. Dierenfeld Coreen K. Sweeney Antonio Colacino Jill M. Stevenson Angel A. West Angela L. Watson Cook Mary E. Funk	Randall D. Armentrout Thomas M. Cunningham Denise M. Mendt Robert D. Andeweg Debra L. Hulett Mark A. Schultheis John T. Clendenin Neal K. Westin Stephanie L. Marett Stephanie G. Techau Brad C. Epperly Scott A. Sundstrom Angela C. Brick Benjamin P. Roach Victoria A. Feilmeyer Jason L. Giles K. Dwayne Vande Krol Kathleen K. Law Mitchell R. Kunert Michael J. Dayton	Matthew R. Eslick David J. Bright Stacey L. Hall Kristina M. Stanger Christian P. Walk David T. Bower Jay P. Syverson Ryan G. Koopmans Frances M. Haas Jess W. Vilsack Michael C. Joyce Jonathan H.P. Foley Neal A. Coleman Reed S. Williams Katie L. Graham Colin C. Smith Ryan W. Leemkuil Amanda M. Atherton	REGISTERED PATENT ATTORNEYS Glenn Johnson Robert W. Hoke Wendy K. Marsh Ryan N. Carter Sarah J. Gayer OF COUNSEL James B. West Edgar F. Hansell R. Craig Shives L. R. Voigts* Gerald J. Newbrough Drew R. Tillotson* Russell E. Schrage* Roger L. Ferris Luther L. Hill, Jr.* Keri K. Farrell-Kolb John W. Blyth
				*Retired

EMC Insurance Group Inc.

Des Moines, IA 50309

Re:

2013 Employers Mutual Casualty Company Non-Employee Director Stock Purchase Plan (the "Plan")

Ladies and Gentlemen:

We have acted as counsel with respect to the Registration Statement on Form S-8 (the "Registration Statement") being filed by EMC Insurance Group Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 200,000 shares of Common Stock, $1.00 par value, of the Company (the "Shares") which have been reserved for issuance to non-employee directors of the Company and non-employee directors of Employers Mutual Casualty Company ("EMCC") under the terms of the Plan.

In rendering our opinion, we have examined and relied upon a copy of the Plan and the Registration Statement relating to the Plan. We have also examined such records, documents and questions of law as we have considered relevant and necessary as a basis for this opinion. As to maters of fact material to our opinion, we have with your agreement relied upon certificates of officers of the Company and EMCC. We have assumed with your agreement the authenticity of all documents submitted to us as originals, the conformity with the original documents of any copies submitted to us for our examination and the authenticity of the original of any such copies.

MARK C. DICKINSON

Direct Number: (515) 283-3166 | Facsimile: (515) 283-3108 | E-Mail: mcd@nyemaster.com

700 Walnut, Suite 1600 | Des Moines, IA 50309-3899 | (515) 283-3100

Attorneys at Law | Offices in Des Moines, Ames and Cedar Rapids

www.nyemaster.com

EMC Insurance Group Inc.

March 14, 2013

Page 2

Based on the foregoing, and subject to the foregoing qualifications and limitations, it is our opinion that the Shares, to the extent that the Shares are originally issued by the Company for the purpose of issuance to participants under the Plan, will be legally issued, fully paid and non-assessable when: (i) the Registration Statement shall have become effective under the Securities Act; and (ii) the Shares shall have been duly issued and sold in accordance with the terms of the Plan, and assuming the Company and EMCC (as sponsor of the Plan) complete all actions and proceedings required on their part to be taken prior to issuance and delivery of the Shares pursuant to the terms of the Plan, including, without limitation, collection of the required payment for the Shares.

We are admitted to the Bar of the State of Iowa, and express no opinion herein as to the laws of any other jurisdiction, including the laws of the United States of America.

Except as expressly set forth herein, we express no opinion, and no opinion is implied or may be inferred, in connection with the Registration Statement, the Plan or the issuance of the Shares. Without limiting the generality of the foregoing, we express no opinion with respect to the securities or blue sky laws of the State of Iowa or any other jurisdiction.

The undersigned law firm also hereby consents to the filing of this opinion as an Exhibit to the Registration Statement and to the use of its name in the Registration Statement.

	Very truly yours,

	Nyemaster Goode, P.C.

	By:	/s/ Mark C. Dickinson
		Mark C. Dickinson

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in EMC Insurance Group Inc.’s Registration Statement (Form S-8 No. XXX-XXXXXX) pertaining to the 2013 Employers Mutual Casualty Company Non-Employee Director Stock Purchase Plan, of our reports dated March 12, 2013, with respect to the consolidated financial statements and schedules of EMC Insurance Group Inc. and Subsidiaries, and the effectiveness of internal control over financial reporting of EMC Insurance Group Inc. and Subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

KNOW EVERYONE BY THESE PRESENTS , that each person whose signature appears below hereby constitutes and appoints, jointly and severally, Bruce G. Kelley and Mark E. Reese, or either of them (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution and resubstitution, for him or her in any and all capacities related to signing and filing an S-8 Registration Statement associated with the 2013 Employers Mutual Casualty Company Non-Employee Director Stock Purchase Plan, together with any amendments to such Registration Statement, and to file the same, with all exhibits thereto and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any state securities regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 4 th day of March, 2013.

Signature		Title

/s/ George C. Carpenter
George C. Carpenter		Chairman of the Board of Directors

/s/ Stephen A. Crane
Stephen A. Crane		Director

/s/ Jonathan R. Fletcher
Jonathan R. Fletcher		Director

/s/ Robert L. Howe
Robert L. Howe		Director

/s/ Bruce G. Kelley
Bruce G. Kelley		Director

/s/ Gretchen H. Tegeler
Gretchen H. Tegeler		Director

EXHIBIT 99.1

2013

EMPLOYERS MUTUAL CASUALTY COMPANY

NON-EMPLOYEE DIRECTOR STOCK PURCHASE PLAN

Section 1.

Purpose

The purpose of the 2013 Non-Employee Director Stock Purchase Plan (the “Plan”) is to enable Employers Mutual Casualty Company (“EMCC”) and such of its Subsidiaries and Affiliates (as hereinafter defined) which (i) have one or more non-employee directors and (ii) adopt this Plan (collectively, with EMCC, the “Company”) to attract and retain non-employee persons of exceptional ability to serve as directors and to more closely identify the directors with the interests of the shareholders of EMC Insurance Group Inc. (“EMC Group”), a Subsidiary, through the granting of options to purchase shares of the common stock (“Stock”) of EMC Group. This Plan is essentially a continuation of the 2003 Employers Mutual Casualty Company Non-Employee Director Stock Option Plan, which by its terms expires at the end of the Option Period for Options granted as of the date of the 2012 Annual Meeting of Policyholders of EMCC and at the end of the Option Period for Options granted as of the date of the 2012 Annual Meeting of Shareholders of EMC Group.

Section 2.

Definitions

“Affiliate” shall mean any non-stock corporation which is required under Iowa law to be shown as a member of the EMCC Insurance Holding Company System.

“Annual Retainer” for any given year shall mean the cash retainer to be paid to such Eligible Director in respect of services as a director but shall not include (i) any meeting fees; (ii) any fees related to service as chair of a board; (iii) any fees related to a service as chair of a committee; or (iv) per diem amounts paid with respect to board or committee meeting attendance, or attendance at continuing education or similar programs.

“Eligible Directors” shall mean all non-employee directors of the Company, each of whom shall be eligible to participate in the Plan. Directors who are officers or employees of the Company shall not be eligible to participate in the Plan.

“Exercise Date” shall mean the date on which notice of exercise of an Option is received at the office of the Chief Executive Officer (“CEO”) or the corporate Secretary of EMCC. There shall be only one Exercise Date during each Option Period for each Option granted to an Eligible Director.

“Option” shall mean a Stock option granted under this Plan.

“Option Payment” shall mean the amount paid by the Eligible Director in the exercise of his or her Option.

“Option Period” shall, for a director of EMCC or an insurance company Affiliate, mean the period of time from, and commencing on, the date of the Annual Meeting of Policyholders of such entity to March 15 of the following calendar year; and, for a director of EMC Group or another Subsidiary, shall mean the period from, and commencing on, the date of the Annual Meeting of the Board of Directors of such entity to March 15 of the following calendar year. The first Option Period for EMCC shall commence with its 2013 Annual Meeting. The first Option Period for EMC Group shall commence with its 2013 Annual Meeting. The first Option Period for each of the participating Subsidiaries and Affiliates (except for EMC Group) shall commence with either its first Annual Meeting following the adoption of the Plan by such Subsidiary or Affiliate, or the Annual Meeting at which the Plan was adopted, whichever is earlier.

“Option Price” shall be equal to seventy-five percent (75%) of the fair value of the Stock on the Exercise Date. Fair value shall be deemed to be the average between the high and low prices of the Stock on the Exercise Date as reported (as of the close of regular trading) on Nasdaq.com. In the event the high and low prices of the Stock on the Exercise Date are not reported on Nasdaq.com ( e.g. , if no trades in the Stock occurred on the Exercise Date), then the prices reported (as of the close of regular trading) on Nasdaq.com for the closest date prior thereto shall be used to determine the fair value of the Stock.

“Subsidiary” shall mean any corporation of which a majority of the voting stock or voting power is owned or controlled, directly or indirectly, by EMCC.

Section 3.

Administration

All decisions concerning (a) the eligibility of directors of the Company to participate in the Plan and (b) the timing, price and amount of Stock that can be purchased by an Eligible Director under this Plan shall be determined in accordance with the provisions of the Plan. All other decisions relating to the administration of the Plan shall be made by the Corporate Governance and Nominating Committee of EMCC (“Governance Committee”). If an issue arises under the Plan that relates to a specific Eligible Director and the Eligible Director is a member of the Governance Committee, such Eligible Director shall recuse himself/herself from any meeting of the Governance Committee or from any decision related to the matter.

The Governance Committee 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 determination shall be conclusive and shall bind all parties, including Eligible Directors and any and all persons claiming under or through any Eligible Director.

The Governance Committee may, in its discretion, designate an administrator for the day to day operations of the Plan.

Section 4.

Stock

The maximum number of shares of Stock available under the Plan for purchase pursuant to the exercise of Options granted under the Plan is an aggregate of 200,000 shares which EMCC shall provide for Eligible Directors, other than those of EMC Group, from Stock owned by EMCC, purchased by EMCC on the open market or acquired by EMCC through means other than purchase on the open market including, but not limited to, the purchase of unissued shares from EMC Group at not less than fair value as defined in the “Option Price” definition of Section 2 above.

EMC Group shall provide the shares of Stock purchased by its Eligible Directors pursuant to the exercise of Options granted under the Plan. The number of such shares provided by EMC Group shall be included within the 200,000 shares authorized for all purchases under the Plan.

Such aggregate number of shares is subject to adjustment in accordance with the provisions of Section 10 below. The shares involved in the unexercised portion of any terminated, lapsed or expired options under the Plan may again be subjected to options under the Plan to the maximum extent possible under the then-applicable rules under Section 16 of the 1934 Act.

Section 5.

Options and Exercise

Subject to the provisions of Section 6 below, each Eligible Director shall annually receive, as of the date of his or her respective company’s Annual Meeting, an Option to purchase shares of Stock at the Option Price during the Option Period then commencing. The exercise of the Option shall be in accordance with the following:

A.	Such Option may only be exercised once during the Option Period.

Notice of exercise of the Option may be in writing or given by telephone, telegraph, facsimile or other similar form of communication. The date on which such notice is received in the office of the CEO or the corporate Secretary of EMCC shall constitute the Exercise Date. If such notice is initially other than in writing, then written confirmation of the exercise of the Option must be received in the office of the CEO or the corporate Secretary of EMCC within five (5) business days of the Exercise Date.

The Option Payment for purchase of the shares shall be paid in full within five (5) business days subsequent to the Exercise Date, and shall not be less than twenty-five percent (25%) of the Eligible Director’s Annual Retainer nor more than one hundred percent 100%) of his or her Annual Retainer fixed at the Annual Meeting at which the Option was granted.

The number of shares of Stock which may be purchased in the exercise of the Option shall be determined by dividing the Option Payment by the Option Price as of the Exercise Date; provided, however, that only whole shares of Stock shall be issued and any balance of the Option Payment in excess of the total purchase price of the whole shares shall be refunded to the Optionee. No fractional shares shall be issued under the Plan.

Section 6.

Directors Elected at Other Than Annual Meeting Time

In the year in which any Eligible Director is elected to a board at a time other than at the Annual Meeting, such Eligible Director shall receive an Option to purchase shares under the Plan ; provided, however, that his or her respective Option Period shall commence from the date of his or her election and the Option Payment shall be limited to the prorated amount of the respective Annual Retainer.

Section 7.

Nontransferability of Options

No Option shall be transferable by an Eligible Director. Any exercise of an Option and the purchase of shares of Stock pursuant thereto may be made only by an Eligible Director during his or her tenure as a director of the Company. If an Eligible Director shall cease to be an Eligible Director for any reason, then any unexercised Option of such director shall immediately terminate.

Section 8.

Rights as a Shareholder

An Eligible Director under the Plan shall have no rights as a shareholder with respect to any shares of Stock until the purchase of shares in the exercise of an Option on the Exercise Date. As soon as practical following such date, the shares of Stock purchased under this Plan shall be registered in the name of the Eligible Director and, if so requested by the Eligible Director, a certificate for such shares shall be issued.

Section 9.

No Right to Continue as a Director

Neither the Plan, nor the issuing of Stock nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain or re-elect an Eligible Director for any period of time or pay any particular Annual Retainer.

Section 10.

Change in Capitalization

In the event of (i) the payment of a stock dividend on the Stock; (ii) a subdivision or combination of shares of the Stock; (iii) a stock split of the Stock; (iv) a reclassification of the Stock; (v) any other distributions to common shareholders other than cash dividends; or (vi) any other change in the authorized number or par value of the Stock, then the remaining number of the 200,000 shares of Stock provided under Section 4 above, which have not been sold to Eligible Directors, shall be appropriately adjusted by the Board of Directors of EMCC, 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 the sale or transfer of substantially all of EMC Group’s assets (other than by the grant of a mortgage or security interest), all outstanding Options and the Plan shall thereupon terminate.

Section 11.

Amendment and Termination of the Plan

The Board of Directors of EMCC may at any time or times amend the Plan for the purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose which may at the time be permitted by law, provided that no such amendment (except to the extent explicitly required or permitted herein) will, without the approval of the policyholders of EMCC, (a) increase the maximum number of shares available under the Plan, (b) reduce the Option price of outstanding Options or reduce the price at which Options may be granted, (c) amend the provisions of this Section 11 of the Plan, or (d) be adopted where approval by EMC Group’s shareholders is required by Section 16 of the 1934 Act, by any national securities exchange or system on which the Stock is listed or reported, or by a regulatory body having jurisdiction with respect thereto, unless such approval is in fact obtained from the shareholders of EMC Group; and no such amendment will adversely affect the rights of any Eligible Director (without his or her consent) under any unexercised Option previously granted. Notwithstanding the foregoing, the Board of Directors of EMCC may, without approval by EMC Group’s shareholders, increase the number of shares which may be issued under the Plan to reflect adjustments made pursuant to Section 10 of the Plan.

The Plan may be permanently terminated or temporarily suspended at any time by the Board of Directors of EMCC, but no such termination or temporary suspension shall adversely affect the rights and privileges of Eligible Directors with unexercised Options without their consent. Any such termination or temporary suspension shall be effective as of the close of business on the last day of the then-current Option Period(s).

Section 12.

Effective Date and Duration of the Plan

The Plan shall, subject to approval at the 2012 Annual Meeting of Policyholders of EMCC and at the 2012 Annual Meeting of Shareholders of EMC Group, become effective on January 1, 2013 . The Plan shall continue through the Option Period for Options granted at the 2022 Annual Meeting(s), but the Plan may be terminated prior thereto by action of the Board of Directors of EMCC or through issuance of the maximum number of shares available under the Plan as and to the extent, if any, increased by amendment thereto.

Section 13.

Titles

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

Section 14.

Governing Law

The Plan and all rights and obligations under the Plan shall be construed in accordance with and governed by the laws of the State of Iowa.