FIRST AMENDMENT TO

                              AMENDED AND RESTATED

                    MANAGEMENT INFORMATION SERVICES AGREEMENT

                             Effective March 1, 1996


         This  First  Amendment   ("amendment")  to  the  Amended  and  Restated
Management Information Services Agreement  ("Agreement") is made as of this 24th
day of  February,  1997,  to be  effective  March 1, 1996,  (unless a  different
effective  date is  indicated)  by and among AMCO  Insurance  Company  ("AMCO"),
ALLIED Group Information Systems, Inc. ("AGIS"), ALLIED Mutual Insurance Company
("Mutual"),  ALLIED Group, Inc. ("AGI"),  ALLIED General Agency Company ("AGA"),
ALLIED  Group  Mortgage  Company  ("AGMC"),  ALLIED  Group  Leasing  Corporation
("AGLC"),  ALLIED Life  Financial  Corporation  ("ALFC"),  ALLIED Life Insurance
Company  ("ALLIED Life"),  ALLIED Life Brokerage  Agency ("ALBA"),  ALLIED Group
Merchant Banking Corporation ("AGMBC"), ALLIED Group Insurance Marketing Company
("AGIMC"),  The Freedom Group, Inc. ("TFG"), and Midwest Printing Services, Ltd.
("Midwest  Printing").  AGIS, AGI, AGA, AGMC,  AGLC,  ALFC,  ALLIED Life,  ALBA,
AGMBC,  AGIMC,  TFG,  and  Midwest  Printing  shall be  hereinafter  referred to
collectively as the "Companies".

                                   WITNESSETH:

         WHEREAS,  AGIS, Mutual,  AGI, AMCO, AGA, AGMC, AGLC, ALFC, ALLIED Life,
ALBA,  AGMBC,  TFG,  Midwest  Printing,  and AGIMC  entered  into an Amended and
Restated  Management  Information  Services Agreement effective March 1, 1996 on
January 24, 1997; and

         WHEREAS,  Section I of Addendum A to the  Agreement was not accurate in
stating certain fees for ALLIED Life;

         WHEREAS, Section IX of the Agreement allows amendment of the
Agreement in writing and executed by the parties;


         NOW, THEREFORE, in consideration of the foregoing premises, and for and
in consideration of the mutual covenants and agreements  contained  herein,  the
parties agree as follows:

1.  The Agreement is hereby amended by deleting Section I(a) of
the Addendum and inserting in place thereof the following:

         (a)      $37.50   per   hour  for   Programming/Development   time  and
                  Methods/Procedures  time from  March 1, 1996  through  May 13,
                  1996 when the programmers  became ALLIED Life employees and no
                  charge thereafter.

2.  The Agreement is hereby amended by deleting Section I(d) of
the Addendum and inserting in place thereof the following:

         (d)      ALLIED Life shall reimburse AMCO for the actual costs
                  AMCO incurs on a monthly basis for providing ALLIED
                  Life the services provided under Sections 3.1 ("General
                  MIS"), 3.2 ("PC Support"), 3.7 (a) ("Printing--Forms
                  and Reports"), and 3.8 ("Policy Assembly").  In order
                  to reimburse AMCO for the cost of these services,
                  ALLIED Life will forward $50,000.00 at the end of each
                  month as an estimation of the costs of providing the
                  services for that month.
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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to the Amended and  Restated  Management  Information  Services  Agreement to be
signed  by their  duly-authorized  officers  all as of the  date and year  first
written
above.

ALLIED Mutual Insurance Company                       ALLIED Group, Inc.
701 5th Ave.                                          701 5th Ave.
Des Moines, IA 50391-2000                             Des Moines, IA  50391-2000

By:/s/ Douglas Anderson                               By:/s/ Jim Shaffer
Title: President                                      Title: President



AMCO Insurance Company                             ALLIED General Agency Company
701 5th Avenue                                     701 5th Ave.
Des Moines, IA 50391-2013                          Des Moines, IA  50391-2002


By:/s/ Douglas Anderson                            By:/s/ Jim Shaffer
Title: President                                   Title: President



ALLIED Life Financial                          ALLIED Group Leasing Corporation
Corporation
701 5th Ave.                                   701 5th Ave.
Des Moines, IA  50391-2003                     Des Moines, IA  50391-2015

By:/s/ Samual J. Wells                         By:/s/ Jim Shaffer
Title:  President                              Title: President



ALLIED Group Mortgage Company                  ALLIED Life Insurance Company
1701 48th St.                                  701 5th Ave.
West Des Moines, IA  50391-2009                Des Moines, IA  50391-2003

By:/s/ Jim Shaffer                             By:/s/ Samual J. Wells
Title:Secretary                                Title:President



ALLIED Group Merchant Banking                  ALLIED Group Insurance
Corporation                                    Marketing Company
701 5th Ave.                                   701 5th Ave.
Des Moines, IA  50391-2003                     Des Moines, IA  50391-2010

By:/s/Paul McGillivray                         By:/s/ William G. Stevensen
Title:President                                Title: President

ALLIED Group Information                       ALLIED Life Brokerage Agency
Systems, Inc.                                  701 5th Ave.
701 5th Ave.                                   Des Moines, IA  50391-2003
Des Moines, IA  50391-1002

By:/s/ Jim Shaffer                             By:/s/ Samual J. Wells
Title:President                                Title:President


The Freedom Group, Inc.                        Midwest Printing Services, Ltd.
701 5th Ave.                                   3820 109th St.
Des Moines, IA  50391-1002                     Des Moines, IA  50391-1003

By:/s/ Jim Shaffer                             By:Les Peltz
Title: President                               Title:Controller
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