SECOND AMENDMENT TO CONSULTING AGREEMENT

                                SECOND AMENDMENT
                            TO CONSULTING AGREEMENT

     This Amendment is made this 13th day of May, 1997, by and between Xxxx X.
Xxxxx ("Xxxxx") and ALLIED Group, Inc. ("AGI"), ALLIED Mutual Insurance Company
("Mutual"), and ALLIED Life Financial Corporation ("ALFC"). AGI, Mutual, and
ALFC shall be known collectively as "ALLIED".

     Whereas,  on December 14, 1994,  ALLIED and Xxxxx entered into a Consulting
Agreement  setting  forth  the  services  which  Xxxxx  was to  render to ALLIED
following his retirement.

     Whereas, on December 18, 1996, ALLIED and Xxxxx amended the Consulting
Agreement;

     Whereas, the parties desire to amend the Consulting Agreement as set forth
herein;

     Now,  therefore,  in  consideration  of the  foregoing,  and of the  mutual
covenants set forth below and other valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:

     1.  Effective  June 1, 1997,  Section III of the  Consulting  Agreement  is
amended by deleting "$250,000" and replacing it with "$180,000".

     2. All other terms and conditions remain in full force and effect.

     In witness  whereof,  the parties  hereto have caused this  Agreement to be
executed as of the day and year above first written.

                                                ALLIED Mutual Insurance Company

By:/s/ Xxxx X. Xxxxx                          By: /s/ Xxxxxxx X.Xxxxxxxx
       Xxxx X. Xxxxx                              Xxxxxxx X. Xxxxxxxx,Presdent

ALLIED Group, Inc.                            ALLIED Life Financial Corporation

By:/s/ Xxxxxxx X. Xxxxxxxx                    By:/s/ Xxxxxx X. Xxxxx
       Xxxxxxx X. Xxxxxxxx, Presedent                Xxxxxx X. Xxxxx, President




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