Exhibit 10
FIRST AMENDMENT TO
AMENDED AND RESTATED ALLIED GROUP
INTERCOMPANY OPERATING AGREEMENT
THIS AMENDMENT is made this 1st day of November, 1993, by and between
ALLIED Mutual Insurance Company ("Mutual"), ALLIED Group, Inc. ("AGI"), and
ALLIED Life Financial Corporation ("ALFC").
WHEREAS, Mutual, AGI, and ALFC and their respective subsidiaries entered
into the Amended and Restated ALLIED Group Intercompany Operating Agreement on
August 25, 1993 (the "Agreement"); and
WHEREAS, on October 14, 1993, the Executive Committee of the Board of
Directors for each of Mutual, AGI, and ALFC approved certain amendments to the
Agreement regarding the Coordinating Committee:
NOW, THEREFORE, in consideration of the foregoing, and or the mutual
covenants set forth below and other valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:
1. The Agreement is hereby amended by changing the heading for Article XI
from "Arbitration" to "Coordinating Committee; Arbitration".
2. Sections 11.1, 11.2, 11.3, and 11.4 are renumbered as Sections 11.2,
11.3, 11.4, and 11.5.
3. New Section 11.1 is added as follows:
Section 11.1. Coordinating Committee. All 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.
4. Section 17.15 of the Agreement is amended as follows:
Section 17.15. Coordinating Committee. The term "Coordinating
Committee" shall mean the joint meeting of the coordinating committees
established by Mutual, AGI,
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and ALFC in accordance with their respective bylaws or pursuant to
resolution for the purpose, among others, of resolving issues under
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the day and year above first written.
ALLIED Mutual Insurance Company
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx, President
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx, Secretary
ALLIED Group, Inc.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Xxxx X. Xxxxx, Chairman of the
Board and President
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx, Secretary
ALLIED Life Financial Corporation
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Xxxxxx X. Xxxxx, President
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx, Secretary
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