Exhibit 10

                              FIRST AMENDMENT TO 
                       AMENDED AND RESTATED ALLIED GROUP
                       INTERCOMPANY OPERATING AGREEMENT


     THIS AMENDMENT is made this 1st day of November, 1993, 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 (the "Agreement"); and

     WHEREAS, on October 14, 1993, the Executive Committee of the Board of 
Directors for each of Mutual, AGI, and ALFC approved certain amendments to the 
Agreement regarding the Coordinating Committee:

     NOW, THEREFORE, in consideration of the foregoing, and or 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 changing the heading for Article XI 
     from "Arbitration" to "Coordinating Committee; Arbitration".

     2.  Sections 11.1, 11.2, 11.3, and 11.4 are renumbered as Sections 11.2, 
     11.3, 11.4, and 11.5.

     3.  New Section 11.1 is added as follows:

             Section 11.1. Coordinating Committee. All disputes under this
         Agreement shall be referred for resolution to the Coordinating
         Committee. Each of the coordinating committees of Mutual, AGI, and ALFC
         (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.

     4.  Section 17.15 of the Agreement is amended as follows:

             Section 17.15. Coordinating Committee. The term "Coordinating
         Committee" shall mean the joint meeting of the coordinating committees
         established by Mutual, AGI,


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         and ALFC in accordance with their respective bylaws or pursuant to
         resolution for the purpose, among others, of resolving issues under
         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

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



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