EXHIBIT 30
AMENDMENT TO ALLIED GROUP EMPLOYEE STOCK OWNERSHIP PLAN
June 1, 1998
WHEREAS, Nationwide Mutual Insurance Company ("Nationwide") announced
a tender offer to purchase all outstanding shares of the ALLIED Group, Inc.
Common Stock, including the shares of Common Stock held by the Trustee of the
ALLIED Group Employee Stock Ownership Plan (the "Plan");
WHEREAS, the Plan does not specifically address the method for
allocating cash proceeds received pursuant to the sale of Common Stock held in
the Suspense Account of the Plan;
WHEREAS, current employee/participants in the Plan could have
anticipated that Common Stock released from the Suspense Account would have been
allocated pursuant to the method of allocating employer contributions;
WHEREAS, ALLIED Group, Inc. (the "Company") believes that current
employees should be rewarded for their continued and long service to the Company
and should be allocated the proceeds received from the Nationwide tender offer
in the same manner as if the Plan debt were repaid over time with employer
contributions; and
WHEREAS, the Company recognizes the need to retain current employees
until the Nationwide tender offer is resolved;
BE IT RESOLVED, that the Plan shall be amended as set forth in the
attached Second Amendment to the Plan.
Second Amendment to
The ALLIED Group Employee Stock Ownership Plan ("Plan")
By virtue and in exercise of the amending power reserved to ALLIED
Group, Inc. (the "Company") pursuant to subsection 12.1 of the Plan, and
pursuant to resolutions to amend adopted June 1, 1998, the Plan is hereby
amended as set forth below, effective as of June 1, 1998.
1. Section 1 shall be amended by inserting a new subsection 1.15 and
amending the old subsection 1.15 to be subsection 1.16:
1.15 Change in Control.
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A "Change in Control" shall be deemed to have occurred upon the first
to occur of the following:
(i) Any person other than (a) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, (b) a
corporation owned directly or indirectly by the shareholders of
the Company in substantially the same proportions as their
ownership of stock of the Company, or (c) ALLIED Mutual
Insurance Company, is or becomes the beneficial owner, directly
or indirectly, of securities of the Company representing twenty
percent (20%) or more of the total voting power represented by
the Company's then outstanding voting securities; or
(ii) During any period of two (2) consecutive years, individuals who
at the beginning of such period constitute the Board of
Directors of the Company plus any new Director (a) whose
election by the Board of Directors or nomination for election by
the Company's shareholders was approved by a vote of at least
two-thirds (2/3) of the Directors then still in office who
either were Directors at the beginning of the period or whose
election or nomination for election was previously so approved
or (b) whose nomination for election by the Company's
shareholders was made pursuant to the Stock Rights Agreement
between the Company and ALLIED Mutual, cease for any reason to
constitute a majority thereof; or
(iii) The shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
at least eighty percent (80%) of the total voting power
represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or the shareholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all
the Company's assets.
2. Section 6 shall be amended by adding at the end thereof a new
subsection 6.11 to read as follows:
6.11 Allocation in the Event of a Change in Control.
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In the event of a Change in Control resulting in the sale of Company
Stock held in the Suspense Account, the Trustee shall withdraw the
cash proceeds available ("Proceeds") in full from the Suspense Account
and allocate such Proceeds, as set forth herein, exclusively to
Participants who are eligible Participants as of the date of the
Change in Control (including each employee who has satisfied the
requirements of subsection 2.1 as of the date of the Change in
Control).
(a) eligible Participants. For purposes of this subsection 6.11, the
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term "eligible Participant" means any Participant who is employed
by an Employer during the Plan Year in which the Change in
Control occurs exclusively on a regular full time basis, and is
employed by an Employer or a Related Company on the date of
Change in Control. The term "eligible Participant" also includes
any Participant who died or retired (within the meaning of
paragraphs (a), (b), (c), or (d) of subsection 8.3) during the
Plan Year in which the Change in Control occurs. Finally, the
term "eligible Participant" includes any Participant who is not
employed on a regular full time basis during the Plan Year in
which the Change in Control occurs, but who satisfies the
remaining requirements of this paragraph (a); provided that such
Participant completes a period of service during such Plan Year
equal to (A) times (B), where (A) is 1,000 Hours of Service, and
(B)
is a fraction, the numerator of which is the number of days in
the Plan Year to the date of Change in Control and the
denominator of which is 365.
(b) Method of Allocation. For purposes of this subsection 6.11, there
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shall be allocated and credited to each eligible Participant's
Account the portion of the Proceeds equal to the product of (A)
times (B), where (A) is the amount of the Proceeds, and (B) is a
fraction, the numerator of which is the allocation factor for the
eligible Participant based upon the following chart and the
denominator of which is the aggregate allocation factor for all
eligible Participants based upon the following chart:
If the eligible Participant's the eligible Participant's
Years of Service are: allocation factor is:
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Less than 6 6% of Compensation.
At least 6 but less than 11, 7% of Compensation.
At least 11 but less than 21, 8% of Compensation.
21 or more, 9% of Compensation.
(c) Definitions. For purposes of this subsection 6.11, Years of
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Service shall have the meaning provided in subsection 3.3 and
shall be determined as of the date of the Change in Control;
provided, however, that if an eligible Participant incurs five
consecutive One Year Periods of Severance, then his number of
Years of Service, if any, accrued prior to such break shall be
disregarded for purposes of this subsection. For purposes of this
subsection 6.11, Compensation shall have the meaning provided in
subsection 6.6,
except that the Participant's Compensation for the Plan Year
preceding the Plan Year in which the Change in Control occurs
shall be used, and Compensation shall include Compensation with a
Related Company.
In the event the Proceeds received qualify as Company Stock, such Stock
shall not be allocated in accordance with this subsection 6.11, but shall
be held in the Suspense Account and released in accordance with the Plan.
3. Section 7.2 shall be amended by striking out the last sentence thereof
and inserting in lieu thereof the following:
Plan earnings, including for purposes of this subsection, amounts released
from the Suspense Account attributable to the sale of Company Stock to a
third party buyer in a bona fide commercial transaction, shall not
constitute Annual Additions.
4. Section 8.2 shall be amended by adding at the end thereof the
following:
Finally, each Participant who is employed by an Employer or a Related
Company as of the date of a Change in Control shall be fully vested in his
Account as of such date.
5. Section 1.2 shall be amended by inserting after the term "6.7," the
following: "an eligible Participant under subsection 6.11,".
6. Appendix A shall be amended by inserting after the term "Board of
Directors" the following: "1.15 -- Change in Control".