TAX SHARING AGREEMENT

       Agreement  effective  January 1, 1997 by and among ALLIED Life  Financial
       Corporation ("Parent") and each of its undersigned subsidiaries.

    WHEREAS,  the parties hereto are members of an affiliated group ("Affiliated
    Group") as defined in Section  1504(a) of the Internal  Revenue Code of 1986
    as amended; and

    WHEREAS,  some of the  parties  hereto  may be  members  of a unitary  group
    ("Unitary Group") as defined by various state laws; and

    WHEREAS,  the parties  hereto may elect or be required to file their federal
    income tax  returns on a  consolidated  basis and file their  various  state
    income tax returns on a  consolidated,  unitary or separate basis and desire
    to properly account for the economic consequences of this arrangement,

    WHEREAS,  it is the intent and desire of the parties hereto that a method be
    established  for  reimbursing  the Parent for payment of tax liability,  for
    compensating any party for use of its losses or tax credits,  and to provide
    for the  allocation  and payment of any refund  arising  from a carryback of
    losses or tax credits from subsequent taxable years,

    NOW  THEREFORE,  in  consideration  of the  mutual  covenants  and  promises
    contained herein, the parties hereto agree as follows:

         1. Parent to Prepare and File Returns.  A  consolidated  federal income
         tax return and consolidated,  unitary, or separate state tax income tax
         returns  shall be prepared and filed by the Parent for the taxable year
         ended  December  31,  1997 and for each  subsequent  taxable  period in
         respect of which this  agreement is in effect.  Each  subsidiary  shall
         execute and file such consent,  elections, and other documents that may
         be required or appropriate for the proper filing of such returns.

         2. Federal Tax Allocation.  For each taxable period, each member of the
         Affiliated  Group shall compute its separate tax liability as if it had
         filed a separate  tax return and shall pay such  amount to the  Parent.
         The  separate  return tax  liability  of each member  shall be computed
         pursuant to the provision of Regulations  Section  1.1502-33(d)(3) in a
         manner   provided  by  Regulations   Section   1.1502-33(d)(2)(ii)   in
         conjunction   with  the  method   described  in   Regulations   Section
         1.1552-1(a)(2).

         3. State Tax Allocation.
         (a) Separate Returns.
                                    The  Parent  and  each  subsidiary  shall be
                  allocated  its  own  separately   computed  state  income  tax
                  liability from those states  requiring tax to be computed on a
                  separate return basis.

         (b) Unitary Group and Affiliated Group Returns.
                                    The  Unitary  or   Affiliated   Group  shall
                  allocate to each member the total state  income tax  liability
                  from those states  requiring a consolidated  or unitary return
                  filing based on the following formula:

                           [each members  separate  company state taxable income
                           or loss before  apportionment  and net operating loss
                           deduction]  divided  by  [total  sum of  all  members
                           separate   state   taxable   income  or  loss  before
                           apportionment   and  net  operating  loss  deduction]
                           multiplyed  by [total  affiliated  or  unitary  state
                           income tax on  taxable  income  before net  operating
                           deduction and tax credits]

                           All  prior tax year  carryover  tax  credits  and tax
                           benefits of net operating  loss  deductions  shall be
                           specifically  allocated to those members based on the
                           allocation  used in the tax  year  in  which  the net
                           operating loss or tax credit was originally created.

                           All tax  credits  except  prior  tax  year  carryover
                           credits  shall  be  specifically   allocated  to  the
                           unitary members computed on a separate return basis.

                           All tax  credits  and net  operating  losses  carried
                           forward  from  years  prior to a member  joining  the
                           Affiliated   or  Unitary  Group  shall  be  specially
                           allocated to that member.
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         4. Payments.  Each subsidiary shall pay to the Parent its allocation of
         quarterly  estimated,  final or  amended  return  taxes  payable to the
         Internal  Revenue Service and any other state taxing  authority  within
         five days of receiving notice of such payment from the Parent.

         5. Refund of Overpayment. If for any taxable period the separate return
         liability of each member of the Affiliated Group,  including the Parent
         or Unitary Group, exceeds the consolidated or unitary tax liability for
         such  period as a result of any excess  losses or tax credits of one or
         more  members,  then the  Parent  shall  pay to each  such  member  its
         allocable  portion of such excess  amount  within  sixty days after the
         date of filing of the  consolidated  or unitary return for such period.
         The excess  federal tax amount to be reimbursed to such member shall be
         computed  in a manner  consistent  with the  provisions  of  Regulation
         Section  1.1502-  33(d)(2)(ii).   In  utilization  of  this  Regulation
         Section,   the   percentage   referred   to   in   Regulation   Section
         1.1502-33(d)(2)(ii)(b) shall be 100 percent.

                  6.  Carryback or Forward of Unused Federal Loss or Tax Credit.
         If part of all of an unused loss or tax credit is allocated to a member
         of the Affiliated Group pursuant to Regulation Section  1.1502-79,  and
         it is carried  back or forward to a year in which such  member  filed a
         separate return or a consolidated return with another affiliated group,
         any refund or reduction in tax liability  arising from the carryback or
         carryover shall be retained by such member.  Notwithstanding the above,
         the Parent  shall  determine  whether an election  shall be made not to
         carryback  part or all of the  consolidated  net operating loss for any
         taxable year in accordance  with Section  172(b)(3)(c)  of the Internal
         Revenue Code of 1986 as amended.

         7.  Adjustment of Taxable  Period.  If the  consolidated or unitary tax
         liability  is adjusted for any taxable  period,  whether by means of an
         amended  return,  claim for refund or after a tax audit by the Internal
         Revenue  Service or  respective  states,  the  liability of each member
         shall be recomputed to give effect to such adjustments, and in the case
         of a refund, the Parent shall make payment to each member for its share
         of the refund, determined in the same manner as in paragraph (5) above,
         within  thirty days after the refund is received by the Parent,  and in
         the case of an increase in tax liability,  each member shall pay to the
         parent its allocable share of such increased tax liability  within five
         days after receiving  notice of such liability from the Parent.  In the
         event that the taxing authority levies upon a member's assets in excess
         of its adjusted portion of the  consolidated tax liability,  the member
         will be adequately indemnified by the other members.

         8.  Acquisition  through  Organization  or Additional  Corporation.  If
         during a  consolidated  return  period  the  Parent  or any  subsidiary
         acquires  or  organizes  another  corporation  that is  required  to be
         included in the consolidated  return,  then such corporation shall join
         in and be bound by this agreement.

         9. Term. This agreement shall apply to the taxable year ending December
         31, 1997 and all subsequent  taxable  periods unless the Parent and the
         subsidiaries  agree to terminate the  agreement.  Notwithstanding  such
         termination,  this  agreement  shall continue in effect with respect to
         any payment or refund for all taxable periods prior to termination.

         10.  Application  to Successors in Interest.  This  agreement  shall be
         binding  upon and inure to the  benefit  of any  successor,  whether by
         statutory  merger,  acquisition of assets or otherwise,  to any parties
         hereto,  to the same  extent as if the  successor  had been an original
         party to the agreement.

         11.  Arbitration.  Any  dispute  arising out of or relating to this Tax
         Sharing Agreement("Agreement") or the breach thereof between Parent and
         any  of  the   subsidiaries   signatory  hereto  shall  be  settled  by
         arbitration in accordance with the Commercial  Arbitration Rules of the
         American Arbitration  Association.  Arbitration may be initiated by any
         party to a dispute,  giving  notice to each  other  party two copies of
         such notice with the American Arbitration  Association and by complying
         with other applicable provisions of the Association's Rules.

         12. Modification of Agreement. No party has the authority to change any
         provisions of this Agreement or waive any of its provisions. No change 
         in this Agreement shall be binding, unless first expressed in writing
         and signed by each party hereto.

         13. Superseding Agreement. The parties hereto acknowledge that this
         agreement shall supersede all other agreements, oral or written, 
         between the parties.
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         14. Exchange of Information.  The parties hereto  acknowledge  that the
         exchange and flow of  information  is critical to the operation of this
         agreement.  Having  acknowledged this fact, the parties hereby agree to
         grant free and unrestricted access, at reasonable times, to those books
         and records necessary for the operation of this agreement.



       IN WITNESS  WHEREOF,  the parties hereto have caused this agreement to be
    executed by their duly authorized representatives.


         ALLIED Life Financial Corporation


    By /s/ Wendell Crosser                             Date February 25, 1997
         Wendell P. Crosser
         Vice President/Treasurer


         ALLIED Life Brokerage Agency

    By /s/ Wendell P. Crosser                         Date February 25, 1997
         Wendell P. Crosser
         Assistant Vice President

         ALLIED Group Merchant Banking Corporation

    By /s/ Jeffery A. Roling                          Date February 25, 1997
         Jeffery A. Roling
         Secretary/Treasurer

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