Exhibit 15

                               SECOND AMENDMENT 
                        TO SECOND AMENDED AND RESTATED 
                         REINSURANCE POOLING AGREEMENT


     WHEREAS, the undersigned parties (Participants) entered into the 
above-captioned agreement (Agreement) on December 14, 1992 and executed an 
amendment thereto on February 18, 1993; 

     WHEREAS, pursuant to Section 8.1 of the Agreement, the Participants desire
to enter into a second amendment thereto; and

     WHEREAS, on December 13, 1994, the terms of the amendment set out 
hereinbelow were approved by the board of directors of each Participant and by 
the Coordinating Committee;

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants 
and agreements set forth herein, the Participants hereby agree that, effective 
January 1, 1995, Section 2.1 of the Agreement shall be deleted in its entirety 
and replaced with the following:

     Section 2.1. This Agreement shall be effective at 12:01 a.m., January 1,
     1993, and shall continue in force as to each party hereto until terminated
     as provided herein. Termination of any party's participation in the
     Agreement prior to December 31, 2004 shall require Coordinating Committee
     (as defined in Section 1.16) approval. Termination of any party's
     participation in the Agreement effective on or at any time after December
     31, 2004 may be effected by delivery of notice, pursuant to Article XVI
     hereof, to each of the other parties setting forth the date upon which such
     party intends to terminate its participation. Any such notice of intent to
     terminate on or at anytime after December 31, 2004 must be given at least
     sixty months prior to the date of termination set forth therein.

The parties further agree than, effective January 1, 1995, the following 
sentence shall be added to the end of Section 3.7 of the Agreement:

     The Administration Fee shall be subject to renegotiation by the parties at
     any time during the term of the Agreement upon at lease sixty months
     notice, pursuant to Article XVI hereof, by any party to the others.

     IN WITNESS HEREOF, the undersigned parties hereto have executed this 
amendment on the 10th day of February, 1995.


ALLIED Mutual Insurance Company            AMCO Insurance Company 

                                                                           
By: /s/ Douglas L. Andersen                By: /s/ Douglas L. Andersen     
   ---------------------------                ---------------------------  
   Douglas L. Andersen                        Douglas L. Andersen          
   President                                  President                     
                
                                 
ALLIED Property & Casualty                 Depositors Insurance Company 
   Insurance Company                                                       
                                           
By: /s/ Douglas L. Andersen                By: /s/ Douglas L. Andersen       
   ---------------------------                ---------------------------    
   Douglas L. Andersen                        Douglas L. Andersen            
   President                                  President