EXHIBIT 22
FIRST AMENDMENT TO
STOCK RIGHTS AGREEMENT
THIS AMENDMENT is made this 11th day of November, 1992, by and between
ALLIED Mutual Insurance Company, ("Mutual") and ALLIED Group, Inc. ("AGI").
WHEREAS, Mutual and AGI entered into a Stock Rights Agreement on July 5,
1990 (the "Agreement"); and
WHEREAS, pursuant to a Plan of Stock Exchange whereby Mutual has exchanged
1,827,222 shares of AGI's common stock for 1,827,222 shares of AGI's 6 3/4%
Series Preferred Stock, AGI and Mutual agreed to amend this Agreement; and
WHEREAS, the parties desire that certain terms of the Agreement apply to
the 6 3/4% Series Preferred Stock; and
WHEREAS, the Coordinating Committee on October 30, 1992 and the Board of
Directors of Mutual and AGI on November 2, 1992 approved and authorized the
following amendments to the Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and for and in
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. Each reference to "AGI Common Stock" in Sections 2.01 and 7.03 is
hereby amended to read "AGI Common Stock and 6 3/4% Series Preferred Stock".
2. Each reference to "AGI Common Stock" in Section 4.01, 4.02, 4.03,
4.04, 5.01 and 5.02 is hereby amended to read "AGI Common Stock and/or 6 3/4%
Series Preferred Stock".
3. Amend Section 4.01 to add the following subsection:
(e) Notwithstanding the foregoing, Mutual shall only be entitled to
incidental registration rights for its AGI Common Stock if AGI is
registering AGI Common Stock and incidental registration rights for its 6
3/4% Series Preferred Stock if AGI is registering AGI preferred stock.
4. This amendment to the Agreement shall be effective as of November 2,
1992.
5. All other terms and conditions remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the day and year first above written.
ALLIED MUTUAL INSURANCE COMPANY ALLIED GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx By: /s/ Xxxx X. Xxxxx
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Xxxxx X. Xxxxxxxxxxx Xxxx X. Xxxxx
President President
By: /s/ X. Xxxx Xxxxx By: /s/ X. Xxxx Xxxxx
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X. Xxxx Xxxxx, Secretary X. Xxxx Xxxxx, Secretary
