Exhibit 20
FIRST AMENDMENT TO
THE ALLIED GROUP
JOINT MARKETING AGREEMENT
THIS AMENDMENT is made this 1st day of November, 1993, by and between
ALLIED Life Insurance Company ("ALIC"), ALLIED Mutual Insurance Company
("AMIC"), AMCO Insurance Company ("AMCO"), ALLIED Property and Casualty
Insurance Company ("APC"), and Depositors Insurance Company ("DIC").
WHEREAS, on August 30, 1993, ALIC, AMIC, AMCO, APC, and DIC entered into
the ALLIED Group Joint Marketing Agreement (the "Agreement"); and
WHEREAS, on October 14, 1993, the Executive Committee of the Board of
Directors for each of ALIC, AMIC, AMCO, APC, and DIC approved certain amendments
to the Agreement regarding the Coordinating Committee;
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. The Agreement is hereby amended by deleting Section 6.2 and inserting
in place thereof the following:
Section 6.2 Resolution of Disputes. All disputes under this
Agreement shall be referred for resolution to the Coordinating
Committee. "Coordinating Committee" shall mean the joint meeting of the
coordinating committees established by AMIC, ALLIED Group, Inc., and
ALLIED Life Financial Corporation in accordance with their respective
bylaws or pursuant to resolution for the purpose, among others, of
resolving issues under this Agreement. Each of the coordinating
committees of AMIC, ALLIED Group, Inc., and ALLIED Life Financial
Corporation (a) has the right to participate in each and every
Coordinating Committee deliberation unless it elects to abstain
therefrom and (b) has one vote which shall be cast for or against any
such decision unless it elects to abstain. Each such coordinating
committee shall be comprised of two persons, one of whom shall
constitute a quorum for the transaction of any business. All decisions
of the Coordinating Committee must be unanimous, except for
abstentions. All decisions of the Coordinating Committee are binding on
the parties hereto.
2. The Agreement is hereby amended by the addition of the following
sentence to the end of Section 6.1:
Notwithstanding anything in this Agreement to the contrary, if any
disputes under this Agreement must be
1
resolved by arbitration pursuant to Section 7.0, termination of this
Agreement which otherwise would occur shall not occur until after
final resolution by the arbitrators.
3. The Agreement is hereby amended by deleting Section 6.3 and inserting
in place thereof the following:
6.3 Resolution of Post-Termination Disputes. Section 6.2 and
Article 7.0 shall survive the termination of this Agreement with
regard to disputes in connection with this Agreement.
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
ALLIED Life Insurance Company
By: /s/ Samuel J. Wells
---------------------------------
Samuel J. Wells, President
Depositors Insurance Company
By: /s/ Douglas L. Andersen
---------------------------------
Douglas L. Andersen, President
ALLIED Property and Casualty
Insurance Company
By: /s/ Douglas L. Andersen
---------------------------------
Douglas L. Andersen, President
AMCO Insurance Company
By: /s/ Douglas L. Andersen
---------------------------------
Douglas L. Andersen, President
2
with this Section 1.01. Mutual and AGI hereby agree that it is in the best
interests of both parties to have the total number of persons nominated by
Mutual in accordance with the provisions of this Article I divided as equally as
is practicable among the three classes of directors serving on the AGI Board
from time to time.
SECTION 1.02. Mutual's Nominees for AGI Board.
-------------------------------
(a) By February 1 in any calendar year, if in connection with any annual
meeting of the stockholders of AGI at which directors will be elected, or at
least forty-five (45) days prior to any special meeting of the stockholders of
AGI at which directors will be elected (or, with respect to special
stockholders' meetings, such shorter period of time as is permitted under the
bylaws of AGI), Mutual shall give the Chairman of the Board of AGI written
notice identifying the person or persons nominated by Mutual to stand for
election as members of the AGI Board at such stockholder's meeting, with the
number of persons to be nominated by Mutual to be determined pursuant to Section
1.02(b) below.
(b) After giving effect to those directors, if any, previously nominated
by Mutual and continuing in office as members of any class of the AGI Board not
standing for election at any stockholders' meeting at which directors will be
elected, Mutual shall be entitled to nominate that number of persons to stand
for election as directors as is necessary (when combined with any such
Mutual-nominated directors continuing in office) to provide Mutual approximate
proportionate representation on the AGI Board in accordance with the provisions
of Section 1.01 above. Any notice of nomination submitted by Mutual shall
comply with the provisions of the bylaws of AGI respecting the information to be
contained therein.
SECTION 1.03. Newly-Created Directorships; Vacancies.
--------------------------------------
(a) In the event the AGI Board or the stockholders of AGI at any time
approves any increase in the number of members of the AGI Board and at such
time, Mutual would, if the provisions of Section 1.01 above were applied, be
otherwise entitled to nominate one or more additional persons to serve on the
AGI Board, as increased, AGI agrees to allow such additional person or persons
as are nominated by Mutual, by written notice delivered to the Chairman of the
Board of AGI within thirty (30) days of the date on which Mutual is notified of
any increase in the number of members of the AGI Board, to fill one or more of
the newly-created directorships to provide Mutual approximate proportionate
representation on the AGI Board in accordance with the provisions of Section
1.01 above.
-3-