AMENDED AND RESTATED
                    MANAGEMENT INFORMATION SERVICES AGREEMENT
                             Effective March 1, 1996

                                TABLE OF CONTENTS
                                                                           Page
I.       Definitions........................................................1
               Section 1.1  AGI and Its Subsidiaries........................1

               Section 1.2  ALFC and Its Subsidiaries.......................1
               Section 1.3  Coordinating Committee..........................1
               Section 1.4  Licensee........................................1
               Section 1.5  Management Information Services.................1
               Section 1.6  Methods/Procedures..............................2
               Section 1.7  Mutual and Its Subsidiaries.....................2
               Section 1.8  PC..............................................2
               Section 1.9  PC Support......................................2
               Section 1.10 Pooling Agreement...............................2
               Section 1.11 Pool Participants...............................2
               Section 1.12 Programming/Development.........................2
               Section 1.13 Software........................................2

II.      Services To Be Performed...........................................3
               Section 2.1  General MIS.....................................3
               Section 2.2  PC Support......................................3
               Section 2.3  PC Maintenance..................................3
               Section 2.4  PC Rating Disc Updates..........................3
               Section 2.5  Agency Automation...............................3
               Section 2.6  Flexible Premium Payment Plans..................3
               Section 2.7  Printing........................................4
               Section 2.8  Policy Assembly.................................4
               Section 2.9  Postage/Mail Processing.........................4
               Section 2.10 Supply Services.................................4
               Section 2.11 Telephone/Communications........................4
               Section 2.12 Equipment Leasing...............................4
               Section 2.13 License of Software.............................5
               Section 2.14 Other Services..................................5
               Section 2.15 ALIC Rights.....................................6

III.     Payment For Services...............................................6
               Section 3.1  General.........................................6
               Section 3.2  Fees............................................6

IV.      Term, Termination, and Change of Control...........................6
               Section 4.1  Term and Termination............................6
               Section 4.2  Change of Control of ALFC.......................6
               Section 4.3  Change of Control of AGI........................7

V.       Dispute Resolution.................................................7
               Section 5.1  AGI and Its Subsidiaries........................7
               Section 5.2  Mutual and Its Subsidiaries.....................8
               Section 5.3  ALFC and Its Subsidiaries.......................8
               Section 5.4  All Other Disputes..............................8
               Section 5.5  Arbitration.....................................8

VI.      Confidential Information and Trade Secrets.........................9
               Section 6.1  Obligation to Keep Confidential ................9

VII.     Miscellaneous.....................................................10
               Section 7.1  Assignment.....................................10
               Section 7.2  Waiver; Remedies...............................10
               Section 7.3  Permissive Release of Confidential Information.10
               Section 7.4  Notices........................................11
               Section 7.5  Governing Law..................................11
               Section 7.6  Enforceability.................................11
               Section 7.7  Survival of Representations, Warranties,
                            and Covenants..................................11
               Section 7.8  Counterparts ..................................11
               Section 7.9  Headings.......................................11
               Section 7.10 Entire Agreement...............................11
               Section 7.11 Amendments.....................................12
Signature Page.............................................................13
Addendum A
Addendum B
                                       92
 <PAGE>

                              AMENDED AND RESTATED
                    MANAGEMENT INFORMATION SERVICES AGREEMENT

         This  Agreement  ("Agreement")  is made as of this ____ day of January,
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 and Mutual,  AGI, AMCO, AGA, AGMC,  AGLC,  ALFC,  ALLIED
Life,  ALBA,  AGMBC,  and AGIMC entered into an Amended and Restated  Management
Information  Services  Agreement  effective  January 1, 1995 (the  "January 1995
Agreement") on December 14, 1995; and

         WHEREAS,  effective  March 1, 1996,  AGIS was  restructured,  with AGIS
declaring  and paying a dividend  to AMCO  consisting  of all assets and related
liabilities of TFG-ALLIED Operations; and

         WHEREAS,  effective  March 1, 1996,  AMCO began  providing the services
previously provided by AGIS under the January 1995 Agreement;

         WHEREAS,  effective May 13, 1996, the AMCO programmers  working on ALIC
data were transferred to ALIC as employees;

         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:

                                 I. DEFINITIONS


          1.1          "AGI and Its Subsidiaries" shall mean the following
companies which are parties to this Agreement:  AGI, AMCO, AGA,
AGMC, AGLC, TFG, AGIS, and Midwest Printing.

         1.2          "ALFC and Its Subsidiaries" shall mean the following
companies which are parties to this Agreement:  ALFC, ALLIED
Life, ALBA, and AGMBC.

         1.3  "Coordinating  Committee"  shall  mean the  joint  meeting  of the
coordinating  committees established by Mutual, AGI, and ALFC in accordance with
their respective bylaws or pursuant to resolution for the purpose, among others,
of resolving issues under this Agreement.

         1.4  "Management   Information   Services"  or  "MIS"  shall  mean  the
Methods/Procedures,   the  processing,  and  support  of  information  and  data
functions.  MIS does not  include:  (a)  third-party  data  processing  services
provided to any of the Companies by contract;  (b) processing  flexible  premium
payment plans; or (c) printing services, unless otherwise provided herein.

         1.5  "Methods/Procedures"  shall mean  studies  or work flow  analysis,
training on software systems, and other computer support.

         1.6          "Mutual and Its Subsidiaries" shall mean the
following companies which are parties to this Agreement:  Mutual
and AGIMC.

         1.7          "PC" shall mean personal computer.

         1.8 "PC Support" shall mean PC installation,  training, and assistance,
but shall not include PC maintenance.

         1.9   "Programming/Development"   shall  mean  the  analysis,   design,
programming,  and  development  of PC and  mainframe  Software and shall include
mainframe Software consulting and maintenance services. The maintenance services
shall  include,  but not be limited to,  error  corrections,  enhancements,  and
updates. Unless specifically provided for herein,  Programming/Development shall
not include  those  programming  functions  performed by any of the Companies on
personal computers.
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<PAGE>
         1.10  "Software"  shall  mean any and all  computer  programs,  models,
plans,  outlines,  packages,  or systems  thereof and related  documentation  or
manuals as  developed,  or which may be developed in the future by AMCO and used
by the Companies for MIS, but does not include those computer programs which are
used by any of the Companies pursuant to license agreements with third parties.

                           II.  POOLING AGREEMENT

         2.1 AMCO, Mutual,  ALLIED Property and Casualty Insurance Company,  and
Depositors  Insurance  Company  are parties to the Second  Amended and  Restated
Reinsurance  Pooling  Agreement dated December 14, 1992, as amended February 18,
1993 and February 10, 1995 ("Pooling Agreement"), pursuant to which AMCO, as the
pool   administrator,   conducts  insurance   operations  and  provides  certain
administrative  services to the other parties.  Included in these administrative
services are the provision of data processing services for the jointly conducted
insurance  operations.  The  Pooling  Agreement  shall  control  as  to  matters
regarding data processing  services provided by AMCO to Mutual,  ALLIED Property
and Casualty Insurance Company, and Depositors Insurance Company and the payment
for any services provided thereto.

                                  III. SERVICES

         3.1 General  MIS.  AMCO shall  provide all MIS required by ALLIED Life,
AGI's human resources  department,  and AGIMC. The MIS to be provided during the
term of this  Agreement  shall  be  substantially  the  same as  those  services
presently  provided  to or  utilized  by  ALLIED  Life,  AGI's  human  resources
department,  and AGIMC as of the effective date of this Agreement.  In addition,
AMCO shall  provide  MIS to any of the  Companies  if  requested.  The scope and
extent of MIS provided under this Agreement may be amended or modified from time
to time by written agreement between AMCO and the party receiving the MIS.

         3.2 PC Support.  AMCO shall  provide PC Support to ALLIED  Life,  ALBA,
AGI's human resources department,  AGA, AGMC, AGLC, AGMBC, AGIMC, and AGIS. AMCO
shall also provide AGIMC with PC Support for its phone system.

         3.3          PC Maintenance.  AMCO will assist in coordinating
with each of the Companies for third-party vendor maintenance on the personal 
computers,  and each of the  Companies  shall be  responsible  for payment to 
such third-party vendors.

         3.4 AGMC Scanline Processing.  AMCO shall use its scanline equipment to
process AGMC payment forms on a daily basis,  Monday through Friday,  during the
term of this Agreement. AMCO shall provide its own personnel,  program disk, and
tapes to process such forms.

         3.5 Flexible Premium Payment Plans.  AMCO shall perform the processing,
billing,  scanline,  and remittance services with regard to the flexible premium
payment plan offered by ALLIED Life to its insureds on ALLIED Life policies. All
service  charges and  reinstatement  fees  assessed to insureds  pursuant to the
flexible premium payment plan shall be retained by ALLIED Life.

         3.6  AGIS  Customers.  AGIS  sells  to  its  insurance  customers  data
processing  services  which are presently  provided  using AMCO's  mainframe and
other  equipment.  AMCO  agrees to  continue  to  provide  insurance  processing
services subject to AGIS obtaining AMCO's written consent prior to entering into
future data  processing  agreements  and limiting  annual  growth so it does not
exceed 10%.

         3.7          Printing.

                      (a)     Forms and Reports.  AMCO shall generate the
following data and record output for ALLIED Life and AGIS customers:  (i) policy
forms,  (ii) claim forms,  (iii) billing  forms,  and (iv) internal  reports not
generated by personal computers.  AMCO shall generate internal reports for AGI's
human resources department which cannot be generated by personal computers.

                      (b)     Typesetting and Other Printing.  AMCO shall
provide typesetting services to Companies requesting  typesetting services.  Any
other printing  services  including,  but not limited to, specialty  printing or
brochures,  shall be  provided  by AMCO to the  Companies,  or any of  them,  if
requested.

         3.8          Policy Assembly.  AMCO shall provide policy assembly
for AGIS customers.  The policy assembly shall include the
preparing, handling, and mailing of insurance policies.
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<PAGE>

         3.9 Postage and Mail Processing. AMCO shall provide mail processing for
the Companies which are located in Polk County, Iowa. This mail processing shall
include internal and external distribution of mail among such Companies,  to and
from the proper post office  facilities  and may include  inserting  and sorting
mail services.

         3.10  Supply  Services.  For those  Companies  which  desire to use the
supply service, AMCO shall administer and manage the storage,  warehousing,  and
distribution of the inventory of office  supplies owned by such  Companies.  The
supply  service  provided  by AMCO shall  include,  but not be  limited  to, the
ordering of paper used in processing forms for ALLIED Life and AGIS customers.

         3.11  Telephone  and  Communications.   AMCO  shall  provide  telephone
equipment,  long-distance  communication  services,  or both, for such Companies
requesting   equipment   and/or  service  upon  mutually   agreeable  terms  and
conditions.  AMCO shall also provide computer and telephone port access to those
Companies which office at 701 Fifth Avenue, Des Moines, Iowa.

         3.12         Other Services.  Any other services provided by AMCO
to the Companies, or any of them, shall be negotiated between
AMCO and such company on such terms and conditions as are
mutually agreeable.

                                 IV. WARRANTIES

         4.1  License  of  Software.  AMCO  shall own or  license  any  Software
necessary to provide the services  described  in this  Agreement.  AMCO shall be
responsible  for resolving any licensing  conflicts that may result from its use
of such Software.

         4.2 No Warranties.  AMCO makes no warranties,  express or implied as to
performance of the machines,  equipment, or Software provided under the terms of
this  Agreement.  AMCO will not be liable  for any  damages,  of any kind,  as a
result of the  unavailability  or  malfunction  of the  machines,  equipment  or
Software.

                             V. PAYMENT FOR SERVICES

         5.1          General.  The fees described in this Article III may
be renegotiated in the future at the agreement of the affected parties.  The 
amount of the renegotiated fee to be paid by any of the Companies shall be
renegotiated on an arm's length basis.

         5.2          Fees.  The Companies shall pay the fees set forth in
Addendum A to this Agreement.

                  VI. TERM, TERMINATION, AND CHANGE OF CONTROL

         6.1 Term and Termination. This Agreement shall be effective on March 1,
1996 and shall  continue in effect until  December 31, 2004,  and shall continue
thereafter unless prior to December 31, 2002, a party to this Agreement delivers
to the  other  parties  a  written  notice  that  such  party  intends  to cease
participation and terminate the Agreement as to it on December 31, 2004 or as of
a specified date thereafter. This Agreement may be terminated by a party to this
Agreement,  as to such party's  participation in the Agreement,  effective after
December  31,  2004,  provided  that  such  party has  given  written  notice of
termination  to the  others  at  least  two  (2)  years  prior  to the  proposed
termination date.

         6.2 Change of Control of ALFC.  In the event of a Change of Control (as
hereinafter  defined in this section) of ALFC,  either Mutual or AGI may, in its
sole  discretion,  at any time after such Change of Control:  (i)  terminate the
Intercompany  Operating  Agreement ("IOA Agreement") and this Agreement upon six
(6) months  notice to ALFC;  (ii) extend the term of the IOA  Agreement and this
Agreement for up to ten (10) additional  years beyond December 31, 2004 upon six
(6) months notice to ALFC; or (iii) allow such agreements to continue in effect.
"Change of Control" for purposes of this section  shall mean an event  whereby a
person, group, or entity that is not affiliated with ALFC or Mutual acquires the
ownership of 50% or more of the voting stock of ALFC. A person, group, or entity
"affiliated"  with ALFC or Mutual  shall mean a person,  group,  or entity  that
directly  or  indirectly  through  one  or  more  intermediaries   controls,  is
controlled by, or is under common control with ALFC or Mutual.

         6.3          Change of Control of AGI.

         (a)          In the event of a Change of Control (as hereinafter
defined in this section) of AGI, Mutual may, in its sole
discretion, at any time after such Change of Control:  (i)
terminate all three of the Pooling Agreement, IOA Agreement, and
                                       95
<PAGE>

this  Agreement  upon six (6) months  notice to AGI; (ii) extend the term of the
Pooling  Agreement,  IOA  Agreement,  and  this  Agreement  for up to  ten  (10)
additional  years beyond December 31, 2004 upon six (6) months notice to AGI; or
(iii)  allow such  agreements  to continue  in effect.  "Change of Control"  for
purposes of this section shall mean an event whereby a person,  group, or entity
that is not affiliated  with AGI or Mutual acquires the ownership of 50% or more
of the voting stock of AGI. A person,  group, or entity "affiliated" with AGI or
Mutual shall mean a person, group, or entity that directly or indirectly through
one or more  intermediaries  controls,  is  controlled  by,  or is under  common
control with AGI or Mutual.

         (b) In the event of a Change of Control (as hereinafter defined in this
section) of AGI, ALFC may, in its sole discretion, at any time after such Change
of Control: (i) terminate both the IOA Agreement and this Agreement upon six (6)
months  notice  to AGI;  (ii)  extend  the  term of the IOA  Agreement  and this
Agreement for up to ten (10) additional  years beyond December 31, 2004 upon six
(6) months notice to AGI; or (iii) allow such  agreements to continue in effect.
"Change of Control" for purposes of this section  shall mean an event  whereby a
person,  group, or entity that is not affiliated with AGI or Mutual acquires the
ownership of 50% or more of the voting stock of AGI. A person,  group, or entity
"affiliated"  with AGI or Mutual  shall  mean a person,  group,  or entity  that
directly  or  indirectly  through  one  or  more  intermediaries   controls,  is
controlled by, or is under common control with AGI or Mutual.

                             VII. DISPUTE RESOLUTION

         7.1  AGI and Its  Subsidiaries.  Any  controversy,  claim,  or  dispute
arising  out of or  relating  to this  Agreement,  or breach  thereof,  among or
between AGI and Its Subsidiaries  shall be resolved by AGI's Board of Directors,
the decision of which shall be binding.

         7.2 Mutual and Its  Subsidiaries.  Any  controversy,  claim, or dispute
arising  out of or  relating  to this  Agreement,  or breach  thereof,  among or
between  Mutual and Its  Subsidiaries  shall be resolved  by  Mutual's  Board of
Directors, the decision of which shall be binding.

         7.3 ALFC and Its  Subsidiaries.  Any  controversy,  claim,  or  dispute
arising  out of or  relating  to this  Agreement,  or breach  thereof,  among or
between  ALFC  and Its  Subsidiaries  shall  be  resolved  by  ALFC's  Board  of
Directors, the decision of which shall be binding.

         7.4 All Other  Disputes.  All other 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.

         7.5 Arbitration. If a controversy, claim, or dispute cannot be resolved
by the Coordinating Committee pursuant to Section 7.4, then it will be submitted
to arbitration as set forth hereafter.

                      (a)     Consent to Arbitration.  Each party to this
Agreement hereby consents and agrees that any dispute between the parties hereto
with respect to the interpretation,  performance,  or breach of any of the terms
of this  Agreement  or the  transactions  contemplated  hereby  which  cannot be
resolved  by  the  Coordinating  Committee  shall  be  referred  to  arbitration
conducted  in  accordance   with  the  rules  and  procedures  of  the  American
Arbitration  Association  ("AAA"),  upon written  request of the disputing party
hereto  delivered to the party with which it has a dispute.  Within  thirty (30)
days of the delivery of such written notice,  each party involved shall nominate
an AAA-licensed arbitrator (the "Party Arbitrators"). Within thirty (30) days of
their  nomination,  if there are two Party  Arbitrators,  the Party  Arbitrators
shall select a third AAA-licensed arbitrator (the  "Third-Arbitrator") and shall
give the  parties  hereto  written  notice  of such  choice.  If there are three
parties to the  dispute  and each party  selects a Party  Arbitrator,  the three
Party  Arbitrators  selected shall  constitute the  Arbitrators  without further
selection.  If there are more than three parties to the dispute,  the parties to
this Agreement agree that Mutual shall
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represent  Mutual  and Its  Subsidiaries,  ALFC  shall  represent  ALFC  and Its
Subsidiaries, and AGI shall represent AGI and Its Subsidiaries.

                      (b)     Authority of Arbitrators.  The arbitrators shall
be empowered to decide all issues  submitted to arbitration  using principles of
law and equity and, if required,  by application  of any customary  practices in
the insurance and reinsurance  industries.  The arbitrators shall be relieved of
all  judicial  formalities  and shall  not be  required  to follow  any rules of
evidence  except  as  such  rules  may be  imposed  on  arbitration  proceedings
conducted in accordance  with the laws of the State of Iowa, but the arbitrators
shall  attempt to enforce  the intents and  purposes  of this  Agreement  to the
extent  practicable  and in accordance with Iowa law. The decision of a majority
of the  arbitrators  shall be final and  binding  on each of the  parties to the
arbitration proceeding.

                      (c)     Expenses; Location.  Each party to the dispute
shall bear the expenses of its respective Party Arbitrator.  If only two parties
are involved in the  arbitration,  the involved  parties shall jointly share all
other  expenses  of the  arbitration  proceeding  and the  expenses of the Third
Arbitrator.  The  arbitration  proceeding  shall take place at Des Moines,  Iowa
unless another location is mutually agreed upon by the parties.  The arbitration
proceeding  shall be  governed  by the laws of the  State of Iowa.  The  parties
hereto hereby agree that any  information  respecting  any matters  submitted to
arbitration  in accordance  with the foregoing or any aspect of the  arbitration
proceeding  itself shall be treated as confidential and will not be disclosed to
anyone not  employed or acting on behalf of a party  hereto in  connection  with
such  arbitration  or used at any  time in any  manner  that is  adverse  to the
interests of either party hereto but, in any such case, such  information may be
disclosed  if  such  disclosure  is  made  in  connection  with  either  party's
prosecution  or  defense  of any  legal  proceedings  or if such  disclosure  is
required  pursuant to a subpoena or other legal order  issued by any judicial or
regulatory body or is otherwise required by law.

                      (d)     Restriction.  Anything set forth herein to the
contrary  notwithstanding,  with  respect  to  any  issue  to be  determined  by
arbitration,  each of the parties to the arbitration  proceeding shall submit in
writing to the arbitrators the party's proposed resolution of such issue. 
The arbitrators shall be constrained in their decision relating to such issue to
select only between the proposed  resolutions of the parties, and the
arbitrators  shall have no  discretion  to fashion any compromise or other 
resolution of the issue submitted for arbitration.

                VIII. CONFIDENTIAL INFORMATION AND TRADE SECRETS

         8.1          Obligation to Keep Confidential.

                      (a)     Each party to this Agreement shall keep
confidential,  except as the other  party or parties  may  otherwise  consent in
writing,  and, except for the other parties'  benefit,  not disclose or make any
use  of at  any  time  and  for  any  purpose  whatsoever,  any  trade  secrets,
confidential information,  knowledge,  data, trademarks or trade names, or other
information  of any of the  Companies  to  their  products,  know-how,  designs,
customer  lists,  business  plans,  marketing  plans  and  strategies,   pricing
strategies,  or other subject matter pertaining to any business of the Companies
or any of their clients, customers, consultants, licensees, or affiliates, which
the party has obtained or may obtain,  or otherwise acquire during the course of
contacts, discussions,  negotiation, or agreement with any of the other parties,
except as herein provided (hereafter, collectively, "Confidential Information").
No  party  shall  deliver,  reproduce,  or in any  way  allow  any  Confidential
Information of the other parties or any documentation  relating  thereto,  to be
delivered to or used by any third parties without specific written  direction or
consent of a duly authorized officer of the other party.

                      (b)     Upon termination of this Agreement for any
reason whatsoever each party shall promptly  surrender and deliver to each other
party all records,  materials,  equipment,  drawings,  documents,  data, and all
Confidential  Information  of  the  other  parties  and  shall  not  retain  any
description  containing  or pertaining to any  Confidential  Information  of the
other parties,  unless  otherwise  consented to in writing by a duly  authorized
officer of the other party.

         8.2          Permissive Release of Confidential Information.
Notwithstanding the provisions of this section, any Confidential Information may
be used in connection with any arbitration relating to the transactions 
contemplated by this Agreement and such  information may be disclosed if such 
disclosure is made in connection with the  parties'  prosecution or defense of 
any legal proceedings or if such disclosure is required pursuant to a subpoena 
or other legal order issued by any judicial or regulatory body or is otherwise 
required by law.
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                                IX. MISCELLANEOUS

         9.1  Assignment.  This  Agreement,  including  any  or all  rights  and
obligations hereunder,  shall not be assigned by any of the parties to any third
party without the prior written  consent of all of the other parties.  Except as
otherwise provided in this Agreement,  the obligations and rights of the parties
shall be  binding  upon and inure to the  benefit of any  assignee,  transferee,
successor, or receiver of each of the parties.

         9.2  Waiver;  Remedies.  No  delay  or  omission  of any  party to this
Agreement  to exercise any right or power  hereunder  shall impair such right or
power or be a waiver of any default or an acquiescence  therein;  and any single
or partial  exercise  of any such  right or power  shall not  preclude  other or
further  exercise thereof or the exercise of any other right. In addition to any
rights  granted  herein,  the parties hereto shall have and may exercise any and
all  rights  and  remedies  now or  hereafter  provided  by law except as may be
limited by Section 7 of this Agreement.

         9.3 Notices. All notices,  requests,  demands, and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
delivered  personally  or if mailed by  certified  or  registered  mail  (return
receipt  requested)  to the party at its  address as set forth on the  signature
page of this Agreement.  Any notice given as provided in this section,  if given
personally,  shall be  effective  upon  delivery,  or if given by  certified  or
registered  mail,  shall be effective  three days after deposit in the mail. Any
party  hereto may change the address at which it is to be given notice by giving
notice to the other party as provided in this section.

         9.4 Governing Law. This Agreement shall be deemed to be a contract made
under the laws of the State of Iowa and shall be construed and interpreted under
the laws of such state applicable to contracts made and to be performed entirely
within such state.

         9.5  Enforceability.  If any one or more of the covenants,  agreements,
provisions,  or other terms of this Agreement shall be for any reason whatsoever
determined  to be invalid,  then such terms shall be deemed  severable  from the
remaining  terms of this  Agreement  and shall in no way affect the  validity or
enforceability of the other terms of this Agreement and such invalid terms shall
be replaced by valid terms bearing the closest possible  similarity in substance
so that the intentions  and purposes being the basis of this Agreement  could be
enforced to the greatest extent permitted by law.

         9.6  Survival  of  Representations,   Warranties,  and  Covenants.  All
covenants, agreements, representations, and warranties made in this Agreement by
any of the parties  hereto,  including  but not limited to, the  indemnification
provisions set forth herein, shall be effective on the effective date hereof and
thereafter.

         9.7 Counterparts.  This Agreement may be executed simultaneously in one
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

         9.8          Headings.  The headings in the sections and
subsections of this Agreement are inserted for convenience only
and shall not constitute a part hereof.

         9.9 Entire  Agreement.  This  Agreement,  including  the  schedules and
addenda   referred  to  herein  and  any  documents   executed  by  the  parties
simultaneously herewith constitute the entire understanding and agreement of the
parties  hereto and supersede  all other prior  agreements  and  understandings,
written  or  oral,   between  the  parties  with  respect  to  the  transactions
contemplated  herein.  Provided,  however, the foregoing shall not operate or be
construed to prohibit proof of prior  understandings  and agreements  between or
among the parties to the extent necessary to properly construe or interpret this
Agreement.

         9.10  Amendments.  Any  changes  to  this  Agreement  and  any  further
obligations  of the  parties to each other must be in writing  and  executed  by
their respective duly authorized officers.
                                       98
<PAGE>

         IN WITNESS  WHEREOF,  the parties  hereto have caused this  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/ Doug Anderson
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

                                       99