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EXHIBIT 1
CONFIDENTIALITY AGREEMENT
This Agreement is entered by and among Allied Life Financial Corporation
("Allied Life"), Nationwide Mutual Insurance Company and Nationwide Group
Acquisition Corporation (collectively, "Nationwide"), as of May 28, 1998.
RECITALS
WHEREAS, on May 19, 1998, Nationwide made a tender offer for all of the
Common Stock of Allied Group at $47 per share;
WHEREAS, on May 18, 1998, Nationwide filed a lawsuit against Allied Group,
Inc., ("Allied Group") Allied Mutual Insurance Company and their directors, in
the United States District Court for the Southern District of Iowa, under Case
No. 4-98-CV-10280 (the "Litigation");
WHEREAS, the parties to this Agreement, their agents and representatives
plan to meet on one or more occasions on or before June 2, 1998, (the "Meeting")
to discuss resolving the Litigation and the terms upon which a possible
transaction between the parties can take place on a consensual basis and in
order to do so they have entered into this Agreement to facilitate those
discussions;
WITNESSETH
NOW, THEREFORE, it is hereby agreed as follows:
1. Subject to the parties' rights to enforce this Agreement, nothing said
or written by anyone at the Meeting shall be discoverable or admissible in the
Litigation or in any court, administrative or arbitration proceeding to which
the parties hereto are parties.
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2. Subject to any legal obligations they may have, including those under
federal and state securities laws, the parties hereto will forever keep
confidential and not disclose to any third party the existence of the Meeting
(unless and until the existence of the Meeting has previously been disclosed
pursuant to applicable legal requirements), any offer, terms of any offer,
rejections of any offer, or discussions regarding the economics or the structure
of any proposed transaction discussed at the Meeting, except that the parties
hereto may disclose such information to their directors, officers, employees,
agents, representatives, attorneys, accountants, and financial advisors who need
to know such information for the purpose of evaluating a transaction between
Nationwide and Allied Life, so long as each recipient of this information, (a)
is informed by the party disclosing it of the confidential nature of such
information and (b) expressly agrees to treat such information confidentially in
accordance with this Agreement.
3. If any of the parties hereto becomes (or it is reasonably likely that
any of the parties hereto shall become) legally compelled to disclose any
information that is required to be kept confidential under this Agreement,
prompt notice of such fact shall be given to the other parties, so that any
appropriate legal action may be taken to protect the confidentiality of such
information.
4. Without prejudice to any other rights or remedies that any party
hereto may have under this Agreement, each party acknowledges and agrees that
damages would not be an adequate remedy for any breach of this Agreement and any
party hereto shall be entitled to
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the remedies of injunction, specific performance and other equitable relief
for any threatened or actual breach of this Agreement.
5. If any provision of this Agreement shall be held to be
unenforceable, it shall not affect the enforceability of the remainder
of this Agreement.
6. This Agreement constitutes the entire agreement between the
parties hereto regarding the subject matter hereof. This Agreement may be
changed only by a written agreement signed by the parties hereto.
7. This Agreement shall be governed and construed in accordance
with the laws of the State of New York, without regard to the conflicts
of law principles thereof.
ALLIED LIFE FINANCIAL CORPORATION
Date: 5-28-98 By: /s/ Xxxxxx X. Xxxxx
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Its: President
NATIONWIDE MUTUAL INSURANCE COMPANY
Date: 5-28-98 By: /s/ Xxxx X. Xxxxxxx
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Its: Vice President
Associate General Counsel
NATIONWIDE GROUP ACQUISITION
CORPORATION
Date: 5-28-98 By: /s/ Xxxx X. Xxxxxxx
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Its: Vice President
Associate General Counsel
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