EMC INSURANCE GROUP INC
POOLING AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exh10c.txt
<DESCRIPTION>POOLING AGREEMENT
<TEXT>
                                                                EXHIBIT 10(c)
                                                                -------------

                          EMPLOYERS MUTUAL COMPANIES
                         REINSURANCE POOLING AGREEMENT
                                   BETWEEN
                       EMPLOYERS MUTUAL CASUALTY COMPANY
                                     AND
                      CERTAIN OF ITS AFFILIATED COMPANIES
                      REWRITTEN EFFECTIVE JANUARY 1, 1987
                         REINSURANCE POOLING AGREEMENT

     This Agreement made by and between Employers Mutual Casualty Company and
certain of its affiliated or subsidiary companies such as are signatory hereto
by means of exhibits setting forth the interests and liabilities of the
parties, attached hereto and made a part of this Agreement.  Employers Mutual
Casualty Company is hereinafter referred to as EMC, and the other companies
signatory hereto are hereinafter referred to as the Affiliated Companies or
as the Affiliated Company, as the context requires.

     EMC and each Affiliated Company signatory to the Pooling Agreement agree
to honor the terms set forth herein as if this Agreement were solely between
EMC and each such Affiliated Company.  Balances payable to or recoverable from
EMC and any such Affiliated Company shall not serve to offset any balances
payable to or recoverable from any other Affiliated Company signatory to this
Agreement.  Reports and remittances between EMC and each Affiliated Company
shall be in sufficient detail to identify the individual premium and loss
obligation of each party to the other.

                                   ARTICLE I
                                   ---------
     The Companies are engaged in the insurance business and maintain a mutual
business relationship having certain incidents of common management, and
desire to bring about for each other added economies of operation, uniform
underwriting results, diversification as respects the classes of insurance
business written, and maximization of capacity.  To accomplish the aforesaid,
the Companies do by means of this Agreement, pool all of their insurance
business then in force as of 12:01 A.M. of the date signatory hereto, and
thereafter to share in the fortunes of their pooled insurance business.

                                   ARTICLE II
                                   ----------
     EMC hereby reinsures and the Affiliated Company hereby cedes and
transfers to EMC all liabilities incurred under or in connections with all
contracts and policies of insurance issued by the Affiliated Company
outstanding and in force as of 12:01 A.M. of the date signatory hereto, or
thereafter issued by it. Such liabilities shall include the Affiliated
Companys reserves for unearned premiums, outstanding losses and loss expenses
(including unreported losses) and all other underwriting and administrative
expenses as evidenced by the Affiliated Companys books and records, but shall
not include inter-company balances, liabilities for Corporate Taxes including
Federal or State Income Taxes, or liabilities incurred in connection with
their respective investment transactions.

                                   ARTICLE III
                                   -----------
     The Affiliated Company hereby assigns and transfers to EMC all right,
title and interest in and to reinsurance outstanding and in force with respect
to the liabilities reinsured by EMC under Article II hereof.

<PAGE>


                                   ARTICLE IV
                                   ----------
     The Affiliated Company assigns and transfers to EMC amounts equal to the
aggregate of all of its liabilities reinsured by EMC under Article II hereof,
less a commission allowance equal to the prepaid expenses of the Affiliated
Company but not in excess of 40 percent of the Affiliated Companys combined
ratio on a trade basis.  Prepaid expenses is defined as those expenses records
in column 2, part 4, of the Underwriting and Expense Exhibit of the Affiliated
Companys convention statement.  The trade combined ratio is the ratio of loss
and loss adjustment expense to earned premium, plus the ratio of underwriting
expenses to premiums written.

                                   ARTICLE V
                                   ---------
     The Affiliated Company hereby reinsures, and EMC hereby cedes and
transfers to the Affiliated Company a portion of its net liabilities under all
contracts and policies of insurance (including those reinsured by EMC under
Article II hereof) on which EMC is subject to liability and which are
outstanding and in force as of 12:01 A.M. of the date signatory hereto, or are
issued thereafter, in accordance with the exhibit attached hereto to which the
Affiliated Company is a signatory party.  Such liabilities shall include
reserves for unearned premiums, outstanding losses and loss expenses
(including unreported losses) and all other underwriting and administrative
expenses, but shall not include inter-company balances, liabilities for
Corporate Taxes including Federal or State Income Taxes, or liabilities in
connection with investment transactions.

                                   ARTICLE VI
                                   ----------
     EMC hereby assigns and transfers to the Affiliated Company amounts equal
to the aggregate of all liabilities of EMC reinsured by the Affiliated Company
under contracts and policies of insurance which are outstanding and in force
as of 12:01 A.M. of the date signatory hereto under Article V hereof, less a
commission allowance equal to the prepaid expenses of EMC but not in excess of
40 percent of EMCs combined ratio on a trade basis.  Prepaid expenses is
defined as those expenses recorded in column 2, part 4, of the Underwriting
and Expense Exhibit of EMCs convention statement.  The trade combined ratio
is the ratio of loss and loss adjustment expense to earned premium, plus the
ratio of underwriting expenses to premiums written.

                                   ARTICLE VII
                                   -----------
     EMC agrees to pay to the Affiliated Company it respective participation
of all premiums written by the companies after first deducting premiums on all
reinsurance ceded to reinsurers (other than the parties hereto).  Similarly,
it is further agreed that all losses, loss expense and other underwriting and
administrative expenses (with the exceptions noted in Articles II and V
hereof) of the companies, less all losses and expense recovered and
recoverable under reinsurance ceded to reinsurers (other than the parties
hereto), shall be pro-rated between the parties on the basis of their
respective participation as reflected in the aforesaid exhibit.

<PAGE>

                                   ARTICLE VIII
                                   ------------
     The obligation of the companies under this Agreement to exchange
reinsurance between themselves may be offset by reciprocal obligation so that
the net amount only shall be required to be transferred, except no offset
shall be valid under circumstances prohibited by Section 7472, New York
Insurance Laws.  An accounting on all transactions shall be rendered
quarterly, and the settling of balances shall be made within 30 days after the
rendering of the quarterly reports.  Except as otherwise required by the
context of this Agreement, the amount of all payments between the companies
under this Agreement shall be determined on the basis of the convention form
of annual statements of the companies.  Notwithstanding anything herein
contained, this Agreement shall not apply to the investment operations of the
companies.

                                   ARTICLE IX
                                   ----------
     The conditions of reinsurance hereunder shall in all cases be identical
with the conditions of the original insurance or as changed during the term of
insurance.

                                   ARTICLE X
                                   ---------
     This Agreement is a continuing one and is unlimited as to duration but
may be terminated upon mutual consent or by 30 day prior written notice by
either party.

                                   ARTICLE XI
                                   ----------
     Each of the companies hereto, as the assuming insurer, hereby agrees that
all reinsurance made, ceded, renewed or otherwise becoming effective under
this Agreement shall be payable by the assuming insurer on the basis of the
liability of the ceding insurer under the policy or contract reinsured without
diminution because of insolvency of the ceding insurer; provided that such
reinsurance shall be payable directly to the ceding insurer or to its
liquidator, receiver or other statutory successor, except as provided by
Section 4118 of New York Insurance Law or except (a) where the contract
specifically provides another payee for such reinsurance in the event of the
insolvency of the ceding insurer and (b) where the assuming insurer, with
consent of the direct insured or insureds, has assumed such policy obligations
of the ceding insurer as direct obligations of the assuming insurer to the
payees under such policies and in substitution for the obligations of the
ceding insurer to such payee; and further provided that the liquidator,
receiver or statutory successor of the ceding insurer shall give written
notice of the pendency of any claim against the insolvent ceding insurer on
the policy or contract reinsured within a reasonable time after such claim;
and the assuming insurer may investigate such claim and interpose, at its own
expense, in the proceeding where such claim is to be adjudicated any defense
or defenses which it may deem available to the ceding insurer or it
liquidator, receiver or statutory successor, the expense thus incurred by the
assuming insurer to be chargeable, subject to court approval against the
insolvent ceding insurer as part of the expense of liquidation to the extent
of proportionate share of the benefit which may accrue to the ceding insurer
solely as a result of the defense undertaken by the assuming insurer.

                                   ARTICLE XII
                                   -----------
     Each party shall allow the other party to inspect, at reasonable times,
the records of the Company relevant to the business reinsured under this
Agreement, including files concerning claims, losses, or legal proceedings
which involve or are likely to involve the other party.

<PAGE>

                                  ARTICLE XIII
                                  ------------
A.   As a condition precedent to any right of action hereunder, any dispute
     arising out of this Agreement shall be submitted to the decision of a
     board of arbitration composed of two arbitrators and an umpire, meeting
     in Des Moines, Iowa, unless otherwise agreed.

B.   The members of the board of arbitration shall be active or retired
     disinterested officials of insurance or reinsurance companies.  Each
     party shall appoint its arbitrator and the two arbitrators shall choose
     an umpire before instituting the hearing.  If the respondent fails to
     appoint its arbitrator within four weeks after being requested to do so
     by the claimant, the latter shall also appoint the second arbitrator. If
     the two arbitrators fail to agree upon the appointment of an umpire
     within four weeks after their nominations, each of them shall name three,
     of whom the other shall decline two and the decision shall be made by
     drawing lots.

C.   The claimant shall submit its initial brief within 20 days from
     appointment of the umpire.  The respondent shall submit its brief within
     20 days after receipt of the claimants brief and the claimant may submit
     a reply brief within 10 days after receipt of the respondents brief.

D.   The board shall make its decision with regard to the custom and usage of
     the insurance and reinsurance business.  The board shall issue its
     decision in writing based upon a hearing in which evidence may be
     introduced without following strict rules of evidence but in which cross
     examination and rebuttal shall be allowed.  The board shall make its
     decision within 60 days following the termination of the hearings unless
     the parties consent to an extension.  The majority decision of the board
     shall be final and binding upon all parties to the proceeding.  Judgment
     may be entered upon the award of the board in any court having
     jurisdiction thereof.

E.   Each party shall bear the expense of its own arbitrator and shall jointly
     and equally bear with the other party the expense of the umpire.  The
     remaining costs of the arbitration proceedings shall be allocated by the
     board.

                                  ARTICLE XIV
                                  -----------
     By execution of this Agreement, the parties hereto simultaneously
terminate any and all reinsurance agreements by and between them heretofore
existing, upon the understanding that this Agreement shall supersede and exist
in substitution for any such prior agreements.

     Executed by the parties hereto the day and year as reflected in the
exhibit attached hereto.

<PAGE>
                                ADDENDUM #I TO
                           EMC INSURANCE COMPANIES
                        REINSURANCE POOLING AGREEMENT
                                   BETWEEN
                      EMPLOYERS MUTUAL CASUALTY COMPANY
                                     AND
                     CERTAIN OF ITS AFFILIATED COMPANIES


This Pooling Agreement is amended by adding Article XV thereto, with effect
from January 1, 1993, as follows:

                                   ARTICLE XV
                                   ----------
        Notwithstanding the wording of this Agreement as contained in Articles
        II through VIII, it is agreed and understood that the voluntary
        reinsurance assumed business written by EMC and heretofore ceded to
        the Affiliated Companies under this Pooling Agreement, is hereafter
        not contracts and policies of insurance as used in this agreement,
        and is not business subject to cession and transfer by EMC to the
        Affiliated Companies.

On January 1, 1993, EMC and the Affiliated Companies shall make such asset and
reserve transfers as are required to give effect to the provisions of this
Article XV.

This Pooling Agreement is further amended by substituting EMC Insurance
Companies for Employers Mutual Companies  wherever it appears, consistent
with and pursuant to action of the Board of Directors effecting this name
change.

<PAGE>


                     INTEREST AND LIABILITIES EXHIBIT # II
                         TO EMPLOYERS MUTUAL COMPANIES
                         REINSURANCE POOLING AGREEMENT


     In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfers to the Affiliated Company, and the Affiliated
Company hereby accepts reinsurance thereon, 3% of EMCs net liabilities,
pursuant to Article V, effective January 1, 1987.

      The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the date of this Addendum,
as follows:

           American Liberty Insurance Company              5  %
           Dakota Fire Insurance Company                   3  %
           EMCASCO Insurance Company                       8  %
           Illinois EMCASCO Insurance Company              6  %
           Union Mutual Insurance Company
             of Providence                                 2.5%
                                                         -----
                                                          24.5%
           EMCs Net Retained Portions of
             its Net Liabilities is                       75.5%
                                                         -----
                                                         100.0%

Executed by the parties hereto this 25th day of November, 1986.

                                    Employers Mutual Casualty Company


                                    By:/s/Richard E. Haskins
                                    ---------------------------------


                                    Dakota Fire Insurance Company


                                    By:/s/Robb B. Kelley
                                    ---------------------------------

<PAGE>
                               AMENDMENT # I TO
                    INTEREST AND LIABILITIES EXHIBIT # II
                        TO EMPLOYERS MUTUAL COMPANIES
                        REINSURANCE POOLING AGREEMENT


     In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling  Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfers to the Affiliated Company, and the Affiliated
Company hereby accepts reinsurance thereon, 5% of EMCs net liabilities,
pursuant to Article V, effective January 1, 1992.

     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

           American Liberty Insurance Company               5  %
           Dakota Fire Insurance Company                    5  %
           EMCASCO Insurance Company                        9  %
           Illinois EMCASCO Insurance Company               8  %
           Union Mutual Insurance Company
             of Providence                                  2.5%
                                                          -----
                                                           29.5%
           EMCs Net Retained Portions of
             its Net Liabilities is                        70.5%
                                                          -----
                                                          100.0%

Executed by the parties hereto this 20th day of December, 1991.

                                    Employers Mutual Casualty Company


                                    By:/s/Richard E. Haskins
                                    ---------------------------------


                                    Dakota Fire Insurance Company


                                    By:/s/Bruce G. Kelley
                                    ---------------------------------

<PAGE>
                               ENDORSEMENT NO. I
                                      TO
                     REINSURANCE POOLING AGREEMENT BETWEEN
        DAKOTA FIRE INSURANCE CO. AND EMPLOYERS MUTUAL CASUALTY COMPANY


     Whereby Dakota Fire Insurance Company does not desire to become licensed
in the State of Iowa which disallows credits taken by Employers Mutual
Casualty Company in their financial statements for unearned premium reserve
and loss reserve for reinsurance ceded to Dakota Fire Insurance Company.  In
consideration of continuing with a reinsurance program between the companies,
Dakota Fire Insurance Company does place the Bond and Corporate Note portion
of their Custodial Account Number 1929009 at the Bankers Trust Company, Des
Moines, Iowa, under the control of Employers Mutual Casualty Company.  The
market value of the account exceeds $9,000,000 and that amount or a greater
amount will be maintained there during the life of this Agreement.

     It is further agreed that there will be no bonds cashed by Employers
Mutual Casualty Company for their benefit unless Dakota Fire Insurance Company
defaults on the reinsurance contract.

     This contract may be terminated by either party at such a time as may be
mutually agreeable.

     Executed by the parties hereto 25th Day of November 1986.



                                    DAKOTA FIRE INSURANCE COMPANY


                                    By:/s/Robb B. Kelley
                                    ---------------------------------


                                    EMPLOYERS MUTUAL CASUALTY COMPANY


                                    By:/s/Richard E. Haskins
                                    ---------------------------------
<PAGE>

                              ENDORSEMENT NO. II
                                      TO
            REINSURANCE POOLING AGREEMENT BETWEEN DAKOTA FIRE AND
                      EMPLOYERS MUTUAL CASUALTY COMPANY


Endorsement No. I is hereby deleted from this Agreement.

Executed by the Parties this 4th day of March, 1993.


                                    Employers Mutual Casualty Company


                                    By:/s/Fred A. Schiek
                                    ---------------------------------


                                    Dakota Fire Insurance Company


                                    By:/s/Bruce G. Kelley
                                    ---------------------------------
<PAGE>

             AMENDMENT #II TO INTERESTS AND LIABILITY EXHIBIT  II
                          TO EMC INSURANCE COMPANIES
                         REINSURANCE POOLING AGREEMENT


     In consideration of the covenants and agreements as reflected in Addendum
#I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC
and the affiliated company which is signatory to this Exhibit each do hereby
ratify Addendum #I as a part of the Pooling Agreement effective from January
1, 1993.

     Executed by the parties this 23rd day of December, 1992.


                                    Employers Mutual Casualty Company


                                    By:/s/Bruce G. Kelley
                                    ---------------------------------


                                    Dakota Fire Insurance Company


                                    By:/s/Fred A. Schiek
                                    ---------------------------------
<PAGE>

                              AMENDMENT #III TO
                     INTEREST AND LIABILITIES EXHIBIT #II
                         TO EMC INSURANCE COMPANIES
                        REINSURANCE POOLING AGREEMENT


     This Amendment is effective January 1, 1997.

     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

    American Liberty Insurance Company                      5  %
    Dakota Fire Insurance Company                           5  %
    EMCASCO Insurance Company                               9  %
    Hamilton Mutual Insurance Company of Cincinnati, Ohio   5  %
    Illinois EMCASCO Insurance Company                      8  %
    Union Insurance Company of Providence                   2.5%
                                                          -----
                                                           34.5%

    EMCs Net Retained Portion of its Net Liabilities is    65.5%
                                                          -----
                                                          100.0%

    Executed by the parties hereto this 26th day of March, 1997.


                                    Employers Mutual Casualty Company


                                    By: /s/Bruce G. Kelley
                                    ---------------------------------


                                    Dakota Fire Insurance Company


                                    By: /s/Fred A. Schiek
                                    ---------------------------------
<PAGE>

                               AMENDMENT #IV TO
                     INTEREST AND LIABILITIES EXHIBIT #II
                          TO EMC INSURANCE COMPANIES
                         REINSURANCE POOLING AGREEMENT


     This Amendment is effective January 1, 1998.

     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

          American Liberty Insurance Company                  3.5%
          Dakota Fire Insurance Company                       5  %
          EMCASCO Insurance Company                           9  %
          Farm and City Insurance Company                     1.5%
          Hamilton Mutual Insurance Company Of
            Cincinnati, Ohio                                  5  %
          Illinois EMCASCO Insurance Company                  8  %
          Union Insurance Company of Providence               2.5%
                                                             34.5%
                                                            -----
          EMCs Net Retained Portion of its Net
            Liabilities is                                   65.5%
                                                            -----
                                                            100.0%

Executed by the parties hereto this 15th day of January, 1998.

                                       Employers Mutual Casualty Company


                                       By:/s/ Bruce G. Kelley
                                       ------------------------------

                                       Print Name and Title: Bruce G. Kelley


                                                             President and CEO


                                       Dakota Fire Insurance Company


                                       By:/s/ Ronald W. Jean
                                       ------------------------------

                                       Print Name and Title: Ronald W. Jean
                                                             Vice President
                                                               and Actuary

<PAGE>
                    INTEREST AND LIABILITIES EXHIBIT #III
                        TO EMPLOYERS MUTUAL COMPANIES
                        REINSURANCE POOLING AGREEMENT


     In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfer to the Affiliated Company, and the Affiliated
Company hereby accepts reinsurance thereon, 6% of EMCs net liabilities,
pursuant to Article V, effective January 1, 1987.

      The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the date of this Addendum,
as follows:

               American Liberty Insurance Company        5  %
               Dakota Fire Insurance Company             3  %
               EMCASCO Insurance Company                 8  %
               Illinois EMCASCO Insurance Company        6  %
               Union Mutual Insurance Company
                 of Providence                           2.5%
                                                       -----
                                                        24.5%

                EMCs Net Retained Portions of
                 its Net Liabilities is                 75.5%
                                                       -----
                                                       100.0%

Executed by the parties hereto this 25th day of November, 1986.


                                    EMPLOYERS MUTUAL CASUALTY COMPANY


                                    By:/s/Richard E. Haskins
                                    ---------------------------------


                                    ILLINOIS EMCASCO INSURANCE COMPANY


                                    By:/s/Robb B. Kelley
                                    ---------------------------------

<PAGE>
                             AMENDMENT # I TO
                    INTEREST AND LIABILITIES EXHIBIT # III
                        TO EMPLOYERS MUTUAL COMPANIES
                        REINSURANCE POOLING AGREEMENT


     In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfers to the Affiliated Company, and the Affiliated
Company hereby accepts reinsurance thereon, 8% of EMCs net liabilities,
pursuant to Article V, effective January 1, 1992.

     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

               American Liberty Insurance Company       5  %
               Dakota Fire Insurance Company            5  %
               EMCASCO Insurance Company                9  %
               Illinois EMCASCO Insurance Company       8  %
               Union Mutual Insurance Company
                 of Providence                          2.5%
                                                      -----
                                                       29.5%

               EMCs Net Retained Portions of
                 its Net Liabilities is                70.5%
                                                      -----
                                                      100.0%

Executed by the parties hereto this 20th day of December, 1991.


                                    Employers Mutual Casualty Company


                                    By:/s/Richard E. Haskins
                                    ---------------------------------

                                    Illinois EMCASCO Insurance Company


                                    By:/s/Bruce G. Kelley
                                    ---------------------------------
<PAGE>

             AMENDMENT #II TO INTERESTS AND LIABILITY EXHIBIT  III
                          TO EMC INSURANCE COMPANIES
                         REINSURANCE POOLING AGREEMENT


     In consideration of the covenants and agreements as reflected in Addendum
#I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC
and the affiliated company which is signatory to this Exhibit each do hereby
ratify Addendum #I as a part of the Pooling Agreement effective from January
1, 1993.

     Executed by the parties this 23rd day of December, 1992.


                                    Employers Mutual Casualty Company


                                    By:/s/Bruce G. Kelley
                                    ---------------------------------

                                    Illinois EMCASCO Insurance Company


                                    By:/s/Fred A. Schiek
                                    ---------------------------------
<PAGE>

                              AMENDMENT #III TO
                    INTEREST AND LIABILITIES EXHIBIT #III
                          TO EMC INSURANCE COMPANIES
                         REINSURANCE POOLING AGREEMENT


     This Amendment is effective January 1, 1997.

     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

    American Liberty Insurance Company                      5  %
    Dakota Fire Insurance Company                           5  %
    EMCASCO Insurance Company                               9  %
    Hamilton Mutual Insurance Company of Cincinnati, Ohio   5  %
    Illinois EMCASCO Insurance Company                      8  %
    Union Insurance Company of Providence                   2.5%
                                                          -----
                                                           34.5%

    EMCs Net Retained Portion of its Net Liabilities is    65.5%
                                                          -----
                                                          100.0%

    Executed by the parties hereto this 26th day of March, 1997.


                                    Employers Mutual Casualty Company


                                    By: /s/Bruce G. Kelley
                                    ---------------------------------


                                    Illinois EMCASCO Insurance Company


                                    By: /s/Fred A. Schiek
                                    ---------------------------------
<PAGE>

                               AMENDMENT #IV TO
                     INTEREST AND LIABILITIES EXHIBIT #III
                          TO EMC INSURANCE COMPANIES
                         REINSURANCE POOLING AGREEMENT


     This Amendment is effective January 1, 1998.

     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

          American Liberty Insurance Company                  3.5%
          Dakota Fire Insurance Company                       5  %
          EMCASCO Insurance Company                           9  %
          Farm and City Insurance Company                     1.5%
          Hamilton Mutual Insurance Company Of
            Cincinnati, Ohio                                  5  %
          Illinois EMCASCO Insurance Company                  8  %
          Union Insurance Company of Providence               2.5%
                                                            -----
                                                             34.5%

          EMCs Net Retained Portion of its Net
            Liabilities is                                   65.5%
                                                            -----
                                                            100.0%

Executed by the parties hereto this 15th day of January, 1998.

                                       Employers Mutual Casualty Company


                                       By:/s/ Bruce G. Kelley
                                       ------------------------------

                                       Print Name and Title: Bruce G. Kelley
                                                             President and CEO


                                       Illinois EMCASCO Insurance Company


                                       By:/s/ Ronald W. Jean
                                       ------------------------------

                                       Print Name and Title: Ronald W. Jean
                                                             Vice President
                                                               and Actuary
<PAGE>

                     INTEREST AND LIABILITIES EXHIBIT #IV
                        TO EMPLOYERS MUTUAL COMPANIES
                        REINSURANCE POOLING AGREEMENT


     In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfers to the Affiliated Company, and the Affiliated
Company hereby accepts reinsurance thereon, 8% of EMCs net liabilities,
pursuant to Article V, effective January 1, 1987. The Affiliated Companies
signatory to this Agreement and their assumed portions of the net liabilities
of EMC are, as of the date of this Addendum, as follows:

                American Liberty Insurance Company         5  %
                Dakota Fire Insurance Company              3  %
                EMCASCO Insurance Company                  8  %
                Illinois EMCASCO Insurance Company         6  %
                Union Mutual Insurance Company
                  of Providence                            2.5%
                                                         -----
                                                          24.5%

                EMCs Net Retained Portions of
                  its Net Liabilities is                  75.5%
                                                         -----
                                                         100.0%

Executed by the parties hereto this 25th day of November, 1986.


                                    Employers Mutual Casualty Company


                                    By:/s/Richard E. Haskins
                                    ---------------------------------

                                    EMCASCO Insurance Company


                                    By:/s/Robb B. Kelley
                                    ---------------------------------
<PAGE>

                               AMENDMENT # I TO
                    INTEREST AND LIABILITIES EXHIBIT # IV
                       TO EMPLOYERS MUTUAL COMPANIES
                       REINSURANCE POOLING AGREEMENT


      In consideration of the covenants and agreements as reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit, EMC
hereby cedes and transfers to the Affiliated Company, and the Affiliated
Company hereby accepts reinsurance thereon, 9% of EMCs net liabilities,
pursuant to Article V, effective January 1, 1992.

     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

              American Liberty Insurance Company       5  %
              Dakota Fire Insurance Company            5  %
              EMCASCO Insurance Company                9  %
              Illinois EMCASCO Insurance Company       8  %
              Union Mutual Insurance Company
                of Providence                          2.5%
                                                     -----
                                                      29.5%


              EMCs Net Retained Portions of
                its Net Liabilities is                70.5%
                                                     -----
                                                     100.0%

Executed by the parties hereto this 20th day of December, 1991.


                                   Employers Mutual Casualty Company


                                   By:/s/Richard E. Haskins
                                   ----------------------------------

                                   EMCASCO Insurance Company


                                   By:/s/Bruce G. Kelley
                                   ----------------------------------
<PAGE>

             AMENDMENT #II TO INTERESTS AND LIABILITY EXHIBIT  IV
                          TO EMC INSURANCE COMPANIES
                         REINSURANCE POOLING AGREEMENT


     In consideration of the covenants and agreements as reflected in Addendum
#I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC
and the affiliated company which is signatory to this Exhibit each do hereby
ratify Addendum #I as a part of the Pooling Agreement effective from January
1, 1993.

     Executed by the parties this 23rd day of December, 1992.


                                    Employers Mutual Casualty Company


                                    By:/s/Bruce G. Kelley
                                    ---------------------------------

                                    EMCASCO Insurance Company


                                    By:/s/Fred A. Schiek
                                    ---------------------------------
<PAGE>

                              AMENDMENT #III TO
                     INTEREST AND LIABILITIES EXHIBIT #IV
                          TO EMC INSURANCE COMPANIES
                         REINSURANCE POOLING AGREEMENT


     This Amendment is effective January 1, 1997.

     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

    American Liberty Insurance Company                      5  %
    Dakota Fire Insurance Company                           5  %
    EMCASCO Insurance Company                               9  %
    Hamilton Mutual Insurance Company of Cincinnati, Ohio   5  %
    Illinois EMCASCO Insurance Company                      8  %
    Union Insurance Company of Providence                   2.5%
                                                          -----
                                                           34.5%

    EMCs Net Retained Portion of its Net Liabilities is    65.5%
                                                          -----
                                                          100.0%

    Executed by the parties hereto this 26th day of March, 1997.


                                    Employers Mutual Casualty Company


                                    By: /s/Bruce G. Kelley
                                    ---------------------------------



                                    EMCASCO Insurance Company


                                    By: /s/Fred A. Schiek
                                    ---------------------------------
<PAGE>

                               AMENDMENT #IV TO
                     INTEREST AND LIABILITIES EXHIBIT #IV
                          TO EMC INSURANCE COMPANIES
                         REINSURANCE POOLING AGREEMENT



     This Amendment is effective January 1, 1998.

     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

          American Liberty Insurance Company                  3.5%
          Dakota Fire Insurance Company                       5  %
          EMCASCO Insurance Company                           9  %
          Farm and City Insurance Company                     1.5%
          Hamilton Mutual Insurance Company Of
            Cincinnati, Ohio                                  5  %
          Illinois EMCASCO Insurance Company                  8  %
          Union Insurance Company of Providence               2.5%
                                                            -----
                                                             34.5%

          EMCs Net Retained Portion of its Net
            Liabilities is                                   65.5%
                                                            -----
                                                            100.0%

Executed by the parties hereto this 15th day of January, 1998.

                                       Employers Mutual Casualty Company


                                       By:/s/ Bruce G. Kelley
                                       ------------------------------

                                       Print Name and Title: Bruce G. Kelley
                                                             President and CEO


                                       EMCASCO Insurance Company


                                       By:/s/ Ronald W. Jean
                                       ------------------------------

                                       Print Name and Title: Ronald W. Jean
                                                             Vice President
                                                               and Actuary
<PAGE>

                    INTEREST AND LIABILITIES EXHIBIT #VII
                          TO EMC INSURANCE COMPANIES
                         REINSURANCE POOLING AGREEMENT


     In consideration of the covenants and agreements reflected in the
Reinsurance Pooling Agreement to which this exhibit is attached, by and
between EMC and the Affiliated Company which is signatory to this exhibit,
EMC hereby accepts reinsurance thereon, 1.5% of EMCs net liabilities,
pursuant to Article V, effective January 1, 1998.

     The Affiliated Companies signatory to this Agreement and their assumed
portions of the net liabilities of EMC are, as of the effective date of this
Amendment, as follows:

          American Liberty Insurance Company                  3.5%
          Dakota Fire Insurance Company                       5  %
          EMCASCO Insurance Company                           9  %
          Farm and City Insurance Company                     1.5%
          Hamilton Mutual Insurance Company Of
            Cincinnati, Ohio                                  5  %
          Illinois EMCASCO Insurance Company                  8  %
          Union Insurance Company of Providence               2.5%
                                                            -----
                                                             34.5%

          EMCs Net Retained Portion of its Net
            Liabilities is                                   65.5%
                                                            -----
                                                            100.0%

Executed by the parties hereto this 15th day of January, 1998.

                                       Employers Mutual Casualty Company


                                       By:/s/ Bruce G. Kelley
                                       ------------------------------

                                       Print Name and Title: Bruce G. Kelley
                                                             President and CEO


                                       Farm and City Insurance Company


                                       By:/s/ Ronald W. Jean
                                       ------------------------------

                                       Print Name and Title: Ronald W. Jean
                                                             Vice President
                                                               and Actuary
<PAGE>

                               AMENDMENT #I TO
                    INTEREST AND LIABILITIES EXHIBIT #VII
                          TO EMC INSURANCE COMPANIES
                        REINSURANCE POOLING AGREEMENT


     In consideration of the covenants and agreements as reflected in Addendum
#I to the Reinsurance Pooling Agreement to which this Exhibit is attached, EMC
and the Affiliated Company which is signatory to this Exhibit each do hereby
ratify Addendum #I as a part of the Reinsurance Pooling Agreement effective
from January 1, 1998.

     Executed by the parties hereto this 15th day of January, 1998.

                                       Employers Mutual Casualty Company


                                       By:/s/ Bruce G. Kelley
                                       ------------------------------

                                       Print Name and Title: Bruce G. Kelley
                                                             President and CEO


                                       Farm and City Insurance Company


                                       By:/s/ Ronald W. Jean
                                       ------------------------------

                                       Print Name and Title: Ronald W. Jean
                                                             Vice President
                                                               and Actuary
<PAGE>

                               ADDENDUM #II TO
                           EMC INSURANCE COMPANIES
                        REINSURANCE POOLING AGREEMENT
                                   BETWEEN
                      EMPLOYERS MUTUAL CASUALTY COMPANY
                                     AND
                     CERTAIN OF ITS AFFILIATED COMPANIES


This EMC Insurance Companies Reinsurance Pooling Agreement, rewritten
effective January 1, 1987, including all Exhibits attached thereto, and as
previously amended, is further amended by adding thereto:

                               ARTICLE XVI
                               -----------
      This Agreement, including its attached Addenda, Exhibits, Endorsements
and the Amendments thereto, constitutes the entire agreement between the
parties hereto, and there are no other oral or written agreements,
understandings or undertakings with respect to the subject matter hereof not
expressed in this Agreement and its Addenda, Exhibits, Endorsements and the
Amendments thereto.

      Executed this 24th day of July, 1998.


EMPLOYERS MUTUAL CASUALTY COMPANY        FARM AND CITY INSURANCE COMPANY


By   /s/ Bruce G. Kelley                 By   /s/ Bruce G. Kelley
-----------------------------------      ----------------------------
     Bruce G. Kelley                          Bruce G. Kelley
     Its President, Treasurer & CEO           Its Chairman, Treasurer & CEO


AMERICAN LIBERTY INSURANCE COMPANY       THE HAMILTON MUTUAL INSURANCE COMPANY
                                         OF CINCINNATI, OHIO

By   /s/ Bruce G. Kelley                 By   /s/ Bruce G. Kelley
-----------------------------------      ----------------------------
     Bruce G. Kelley                          Bruce G. Kelley
     Its Chairman & CEO                       Its Chairman & CEO


DAKOTA FIRE INSURANCE COMPANY            ILLINOIS EMCASCO INSURANCE COMPANY


By   /s/ Bruce G. Kelley                 By   /s/ Bruce G. Kelley
-----------------------------------      ----------------------------
     Bruce G. Kelley                          Bruce G. Kelley
     Its Chairman & CEO                       Its Chairman


EMCASCO INSURANCE COMPANY                UNION INSURANCE COMPANY OF PROVIDENCE

By   /s/ Bruce G. Kelley                 By   /s/ Bruce G. Kelley
-----------------------------------      ----------------------------
     Bruce G. Kelley                          Bruce G. Kelley
     Its Chairman, President,                 Its Chairman, Treasurer & CEO
     Treasurer & CEO

<PAGE>

                               ADDENDUM #III TO
                           EMC INSURANCE COMPANIES
                        REINSURANCE POOLING AGREEMENT
                                   BETWEEN
                      EMPLOYERS MUTUAL CASUALTY COMPANY
                                     AND
                     CERTAIN OF ITS AFFILIATED COMPANIES


This EMC Insurance Companies Reinsurance Pooling Agreement, rewritten
effective January 1, 1987, including all Exhibits attached thereto, and as
previously amended (the "Pooling Agreement"), is further amended by
substituting "Union Insurance Company of Providence" for "Union Mutual
Insurance Company of Providence" wherever it appears, consistent with and
pursuant to actions of the Board of Directors of such Affiliated Company
effecting that name change, with the effective date of such name change being
March 17, 1994.

     This Pooling Agreement is further amended by substituting "EMC Property &
Casualty Company" for "American Liberty Insurance Company" wherever it
appears, consistent with and pursuant to actions of the Board of Directors of
such Affiliated Company effecting that name change, with the effective date of
such name change being January 1, 1999.

     Executed this 19th day of January, 1999.

                                  EMPLOYERS MUTUAL CASUALTY COMPANY

                                  By  /s/ Bruce G. Kelley
                                      -------------------------------
                                      Bruce G. Kelley
                                      Its President, Treasurer & CEO

                                  DAKOTA FIRE INSURANCE COMPANY

                                  By  /s/ Bruce G. Kelley
                                      -------------------------------
                                      Bruce G. Kelley
                                      Its Chairman & CEO

                                  EMC PROPERTY & CASUALTY COMPANY
                                  (f/k/a American Liberty Insurance Company)

                                  By  /s/ Bruce G. Kelley
                                      -------------------------------
                                      Bruce G. Kelley
                                      Its Chairman & CEO

                                  EMCASCO INSURANCE COMPANY

                                  By  /s/ Bruce G. Kelley
                                      -------------------------------
                                      Bruce G. Kelley
                                      Its Chairman, President, Treasurer & CEO

                                  FARM AND CITY INSURANCE COMPANY

                                  By  /s/ Bruce G. Kelley
                                      -------------------------------
                                      Bruce G. Kelley
                                      Its Chairman, Treasurer & CEO

                                  THE HAMILTON MUTUAL INSURANCE COMPANY OF
                                  CINCINNATI, OHIO

                                  By  /s/ Bruce G. Kelley
                                      -------------------------------
                                      Bruce G. Kelley
                                      Its Vice Chairman & CEO


                                  ILLINOIS EMCASCO INSURANCE COMPANY

                                  By  /s/ Bruce G. Kelley
                                      -------------------------------
                                      Bruce G. Kelley
                                      Its Chairman

                                  UNION INSURANCE COMPANY OF PROVIDENCE
                                  (f/k/a Union Mutual Insurance Company of
                                   Providence)

                                  By  /s/ Bruce G. Kelley
                                      -------------------------------
                                      Bruce G. Kelley
                                      Its Chairman, Treasurer & CEO


<PAGE>
                                ADDENDUM #IV TO
                            EMC INSURANCE COMPANIES
                         REINSURANCE POOLING AGREEMENT
                                   BETWEEN
                       EMPLOYERS MUTUAL CASUALTY COMPANY
                                      AND
                      CERTAIN OF ITS AFFILIATED COMPANIES

This EMC Insurance Companies Reinsurance Pooling Agreement, rewritten
effective January 1, 1987, including all Exhibits attached thereto, and as
previously amended, is further amended by adding thereto:

                                 ARTICLE XVII

     Notwithstanding the wording of this Agreement as contained in Articles II
through VIII, it is agreed and understood that EMC is responsible for the
accuracy of the amounts produced by its various systems and computational
processes and utilized in the preparation of the financial statements of the
Affiliated Companies.  In the event the amounts produced by EMCs systems
and/or computational processes, and relied upon by both EMC and the Affiliated
Companies in implementing this Agreement, subsequently prove to be inaccurate
or overstated to the extent that a restatement of the financial statements of
one or more of the Affiliated Companies would otherwise be required, EMC
hereby guarantees to make up the shortfall or difference resulting from such
error(s) in its systems and/or computational processes so that no such
restatement of the financial statement of any Affiliated Company is required.

     Executed this 8th day of March, 2004 but retroactively effective to
December 31, 2003.

Employers Mutual Casualty Company        Farm and City Insurance Company


By:  /s/ Bruce G. Kelley                 By:  /s/ Robert C. Morlan
---------------------------------        ----------------------------
     Bruce G. Kelley,                         Robert C. Morlan,
     Its President & CEO                      Its President & COO


Dakota Fire Insurance Company            The Hamilton Mutual Insurance Company
                                         Of Cincinnati, Ohio

By:  /s/ William A. Murray               By:  /s/ William A. Murray
---------------------------------        ----------------------------
     William A. Murray,                       William A. Murray
     Its Executive Vice President             Its Executive Vice President



EMC Property & Casualty Company          Illinois EMCASCO Insurance Company


By:  /s/ William A. Murray               By:  /s/ William A Murray
---------------------------------        ----------------------------
     William A. Murray,                       William A. Murray,
     Its Executive Vice President             Its Vice President and COO
     & COO


EMCASCO Insurance Company                Union Insurance Company of Providence


By:  /s/ William A. Murray               By:  /s/ William B. Murray
---------------------------------        ----------------------------
     William A. Murray,                       William A. Murray,
     Its Executive Vice President             Its Vice Chairman &
     & COO                                    Executive Vice President



</TEXT>
</DOCUMENT>
