Exhibit 11

                              SECOND AMENDMENT TO
                       AMENDED AND RESTATED ALLIED GROUP
                       INTERCOMPANY OPERATING AGREEMENT

     THIS AMENDMENT is made this 16th day of May, 1994, by and between ALLIED 
Mutual Insurance Company ("Mutual"), ALLIED Group, Inc. ("AGI"), and ALLIED Life
Financial Corporation ("ALFC").

     WHEREAS, Mutual, AGI, and ALFC and their respective subsidiaries entered 
into the Amended and Restated ALLIED Group Intercompany Operating Agreement on 
August 25, 1993, as amended as of November 1, 1993 (the "Agreement"); and 

     WHEREAS, on May 16, 1994, the Executive Committee of the Board of Directors
for each of Mutual, AGI, and ALFC approved the amendment to the Agreement 
regarding the fees for employee leasing and other services;

     NOW, THEREFORE, in consideration of the foregoing, and of the mutual 
covenants set forth below and other valuable consideration, the receipt of 
which is hereby acknowledged, the parties agree as follows:

     1.  Section 2.1 (e), second sentence, subsection (i) is hereby amended by 
     replacing "5.07%" with "3.5%".

     2.  Section 2.1(e), second sentence, subsection (iv) is hereby amended by 
     replacing "4.62%" with "3.5%".

     3.  All other terms and conditions remain in full force and effect.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the day and year above first written.

ALLIED Mutual Insurance Company

By: /s/ Douglas L. Andersen
   ---------------------------------   
   Douglas L. Andersen, President

By: /s/ George T. Oleson
   ---------------------------------   
   George T. Oleson, Secretary


ALLIED Group, Inc.

By: /s/ John E. Evans
   ---------------------------------
   John E. Evans, Chairman of the
     Board and President

By: /s/ George T. Oleson
   ---------------------------------
   George T. Oleson, Secretary


ALLIED Life Financial Corporation

By: /s/ Samuel J. Wells
   ---------------------------------
   Samuel J. Wells, President

By: /s/ George T. Oleson
   ---------------------------------
   George T. Oleson, Secretary