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Exhibit 2.2

AMENDMENT TO MERGER AGREEMENT

This Amendment (this “Amendment”), dated as of October 11, 2024, amends the Merger Agreement (the “Original Agreement”), dated as of June 8, 2024, by and among Mutual Capital Holdings, Inc., Mutual Capital Merger Sub Inc. and ICC Holdings, Inc. (the “Company”).‎ Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein and in the Original Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.         Section 3.2(b) of the Original Agreement is hereby amended and restated in its entirety as follows:

“(b) Assuming the accuracy of the representation and warranty in Section 4.4, the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on this Agreement at the Special Meeting (the “Shareholder Approval”) is the only vote or consent of the holders of any class or series of the Company’s capital stock, or any of them, that is necessary in connection with the consummation of the Merger.”

2.         Section 8.1(b)(i) of the Original Agreement is hereby amended and restated in its entirety as follows:

“(i) the Merger has not been consummated on or before December 31, 2024 (as it may be extended as provided below, the “Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Merger to be consummated by such time;”

3.         Except to the extent set forth above, all of the terms and provisions of the Original Agreement shall remain in full force and effect.

[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first above written.

ICC HOLDINGS, INC.

MUTUAL CAPITAL HOLDINGS, INC.

MUTUAL CAPITAL MERGER SUB, INC.

Exhibit 10.3

 SECOND AMENDMENT TO DEFERRED COMPENSATION AGREEMENT

This second amendment (this “Amendment”) to the Deferred Compensation Agreement dated as of January 1, 2021, as amended June 8, 2024 (collectively, the “Agreement”), ‎by and ‎among ICC Holdings, Inc., a Pennsylvania corporation (“ICC Holdings”), Illinois Casualty Company, an Illinois insurance company and a wholly-owned subsidiary of ICC Holdings (the “Company”), and Arron K. Sutherland (the “Executive”), is entered into as of ‎‎October 16, 2024 (the “Effective Date”).‎ For purposes of this Amendment and the Agreement, ICC Holdings and the Company may sometimes be collectively referred to as “Employer”.

WHEREAS, Employer and the Executive previously entered into the ‎Agreement;

WHEREAS, in connection with that certain Agreement and Plan of Merger, dated as of June 8, 2024 (the “Merger Agreement”), by and among Mutual Capital Holdings, Inc. (“Mutual Capital”), Mutual Capital Merger Sub, Inc. (“Merger Sub”), and ICC Holdings, the Employer and the Executive amended the terms of the Agreement to reflect changes to the vesting and terms of the Agreement in connection with the Merger Agreement;

WHEREAS, Mutual Capital, Merger Sub, ICC Holdings, the Company and the Executive desire to amend the terms of the Agreement to further clarify the vesting and terms of the Agreement in connection with the Merger Agreement; and

WHEREAS, the Executive and ICC Holdings expressly acknowledge that Mutual Capital and its affiliates are intended as beneficiaries of this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this ‎Amendment, and for other good and valuable consideration, the receipt and sufficiency of ‎which is hereby acknowledged, the parties hereby agree as follows:‎

“A.      Vesting of Benefit. Upon the Executive’s 62nd birthday, the Executive shall be considered to be fully “Vested” in the amount payable to or on behalf of Executive under this Agreement. The Executive shall forfeit all rights to any and all benefits to be paid to the Executive under this Agreement if, prior to the Executive’s 62^nd birthday, the Company terminates the Executive’s employment for “Cause.” “Cause” in this Agreement shall have the meaning provided under the written Employment Agreement dated October 5, 2016, as amended, by and between the Company and the Executive (the “Employment Agreement”), a copy of which is attached hereto as Exhibit B.”

“C.       Separation from Service.

1.         If the Executive continues employment with the Company as a full time employee until the Executive is fully Vested, then beginning in the first month after the Executive is fully Vested, the Company shall pay to the Executive monthly installments of Sixteen Thousand Six Hundred Sixty-Six and 67/100 Dollars ($16,666.67) upon Executive’s separation from service for a continuous period of one hundred twenty (120) months.

2.           Subject to Article I.C.1, if the Executive’s voluntary separation from service with the Company occurs before the Executive is fully Vested, the Company shall pay to the Executive the following amounts:

a.         If the Executive’s voluntary separation of service occurs on or prior to November 20, 2027, then beginning in the first month after the first day of the month following the month of the Executive’s 62nd birthday, the Company shall pay monthly installments of Eight Thousand Three Hundred Thirty-Three and 33/100 Dollars ($8,333.33) to the Executive for a continuous period of one hundred twenty (120) months.

b.       If the Executive’s voluntary separation of service occurs on or after November 21, 2027 and prior to September 20, 2030, then beginning in the first month after the first day of the month following the month of the Executive’s 62nd birthday, the Company shall pay monthly installments of Twelve Thousand Five Hundred and 00/100 Dollars ($12,500.00) to the Executive for a continuous period of one hundred twenty (120) months.

c.        If the Executive’s voluntary separation of service occurs on or after September 20, 2030, then beginning in the first month after the first day of the month following the month of the Executive’s 62nd birthday, the Company shall pay monthly installments of Sixteen Thousand Six Hundred Sixty-Six and 67/100 Dollars ($16,666.67) to the Executive for a continuous period of one hundred twenty (120) months.

3.          Notwithstanding Article I.C.1 above, if the Executive is terminated by the Company or ICC Holdings without Cause before the Executive’s 62nd birthday, then beginning in the first month after the first day of the month following the month of the Executive’s 62nd birthday, the Company shall pay monthly installments of Sixteen Thousand Six Hundred Sixty-Six and 67/100 Dollars ($16,666.67) to the Executive for a continuous period of one hundred twenty (120) months.

4.         In the event the Executive should die after commencing benefits under this Article I.C. but before receiving the full one hundred twenty (120) monthly installments, the remaining payments shall be paid by the Company, as they fall due, to the Executive’s beneficiary or beneficiaries listed on the attached Exhibit A.”

[Signatures follow on next page.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above, to be effective as of the Effective Time.

JOINDER

MUTUAL CAPITAL MERGER SUB, INC., a Pennsylvania corporation (“Merger Sub”), hereby executes this Joinder to the Second Amendment to Deferred Compensation Agreement, dated October 16, 2024 (the “Amendment”), by and among ICC Holdings, Inc., a Pennsylvania corporation (“ICC Holdings”), Illinois Casualty Company, an Illinois insurance company and a wholly-owned subsidiary of ICC Holdings (the “Company”), and Arron K. Sutherland (the “Executive”). All terms used in this Joinder and not defined herein shall have the meanings assigned thereto in the Amendment or the Merger Agreement, as applicable. Pursuant to the Merger Agreement, Merger Sub will merge with and into ICC Holdings. Pursuant to the Merger Agreement and by operation of law, at the Effective Time, all the property, rights, privileges, powers and franchises of ICC Holdings shall vest in the Surviving Corporation as the surviving entity, and all debts, liabilities and duties of ICC Holdings shall become the debts, liabilities and duties of the Surviving Corporation.

Accordingly, Merger Sub hereby affirms the Amendment, including the remaining effective provisions of the Agreement (as amended), and its continuing obligations thereunder as of the Effective Time, and as of the Effective Time agrees to be bound by all terms and conditions thereof.