8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported: May 4, 2006)

AMERUS GROUP CO.

(Exact Name of Registrant as Specified in its Charter)

IOWA	001-15166	42-1458424
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

699 WALNUT STREET DES MOINES, IOWA	50309-3948
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (515) 362-3600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 8.01. Other Events.
	Item 9.01 (c). Financial Statements and Exhibits.
SIGNATURE
EXHIBITS
Amended and Restated 2003 Stock Incentive Plan
Accelerated Share Repurchase Agreement
Press Release

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Stock Incentive Plan

At an annual meeting of the shareholders of AmerUs Group Co. (“Company”) held on May 4, 2006, the Company’s shareholders approved an amendment to the Company’s 2003 Stock Incentive Plan (“Plan”). The purpose of the Plan is to attract and retain individuals who contribute to the Company’s success, and to enable such individuals to participate in the long-term success and growth of the Company through an equity interest in the Company. Stock options, restricted stock awards, restricted stock units, cash incentive units and stock appreciation rights may be granted under the Plan. The more significant revisions to the Plan include the addition of 1,500,000 new shares available for future awards, an increase in the number of restricted stock awards that can be made from the total number of shares over the life of the plan to 800,000, delegation of the authority to the chief executive officer to make awards to non-executives officers within certain limitations set by the human resources and compensation committee of the Board of Directors of the Company and modifications to ensure the Plan complies with applicable regulations, such as Section 409A of the Internal Revenue Code. This summary of the Plan is qualified in its entirety by the Plan, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and which is incorporated into this Item 1 by reference.

Accelerated Share Repurchase Agreement

On May 4, 2006, the Company and Citibank, N.A. (“Citibank”) entered into an agreement (“Purchase Agreement”) pursuant to which the Company agreed to purchase and Citibank agreed to sell 599,398 shares of common stock of the Company for a purchase price of $68.402 per share (“Purchase Price”). The Purchase Price is subject to adjustment based on the volume weighted average price of the Company’s common stock less $0.238 (“Sub-VWAP Price”) over a period of time following execution of the agreement (“Pricing Period”). To the extent the Purchase Price is higher than the Sub-VWAP Price, the Company will receive additional shares following the end of the Pricing Period. If the Sub-VWAP Price is equal to or greater than the Purchase Price, the Company will not receive any additional shares or be required to pay any additional consideration to Citibank. This summary of the Purchase Agreement is qualified in its entirety by the Purchase Agreement, which is filed as Exhibit 99.2 to this Current Report on Form 8-K and which is incorporated into this Item 1 by reference.

The Purchase Agreement contains customary representations, warranties and covenants that are valid as between the parties and as of the date of entering into such agreements and they are not factual information to investors about the Company. Investors are advised to review the Company’s periodic filings with the Securities and Exchange Commission.

Item 8.01. Other Events.

Dividend on Preferred Stock Declared

The Company’s Board of Directors approved a quarterly dividend of $0.453125 per share for its 7.25% Series A non cumulative perpetual preferred stock (NYSE: AMH Pr) payable on June 15, 2006 to preferred shareholders of record on May 17, 2006 (“Dividend”). The press release announcing the Dividend is attached hereto as Exhibit 99.3.

Item 9.01 (c). Financial Statements and Exhibits.

99.1	Amended and Restated 2003 Stock Incentive Plan
99.2	Accelerated Share Repurchase Agreement between AmerUs Group Co. and Citibank, N.A. dated May 4, 2006
99.3	Press Release Dated May 4, 2006

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

AMERUS GROUP CO.
By:	/s/ Melinda S. Urion
	Melinda S. Urion
	Executive Vice President, Chief Financial Officer & Treasurer

Dated: May 5, 2006

EXHIBITS

Exhibit No.	Description
99.1	Amended and Restated 2003 Stock Incentive Plan
99.2	Accelerated Share Repurchase Agreement between AmerUs Group Co. and Citibank, N.A. dated May 4, 2006
99.3	Press Release Dated May 4, 2006

EX-99.1

EXHIBIT 99.1

AMERUS GROUP CO. 2003 STOCK INCENTIVE PLAN

AS PROPOSED TO BE AMENDED AND RESTATED

Section 1. General Purpose of Plan; Definitions.

      The name of this Plan is the AmerUs Group Co. 2003 Stock Incentive Plan. The purpose of the Plan is to enable AmerUs Group Co., its Subsidiaries and Affiliates to attract and retain individuals who contribute to the Company’s success by their ability, ingenuity and industry, and to enable such individuals to participate in the long-term success and growth of the Company through an equity interest in the Company.

      For purposes of the Plan, the following terms shall be defined as set forth below:

      a. “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Person specified.

      b. “Award” means a Stock Appreciation Right, Restricted Stock Award, Stock Option or Cash Incentive Unit, or any combination of the foregoing, granted in accordance with the terms of the Plan.

      c. “Board” means the Board of Directors of the Company.

      d. “Cash Incentive Unit” means units awarded pursuant to Section 7A below.

      e. “Cause” means the willful and continued failure to substantially perform the duties with the Company (other than a failure resulting from the Participant’s Disability), the willful engaging in conduct which is demonstrably injurious to the Company or any Subsidiary or Affiliate, monetarily or otherwise, including any act of dishonesty, commission of a felony, or a significant violation of any statutory or common law duty of loyalty to the Company.

      f. “Change of Control” shall mean any of the following events: (a) any “Person” (as such term is defined in Rule 13d-5 under the Exchange Act (as defined below) or group (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) other than a Subsidiary of the Company (for purposes of this definition only, “Subsidiary” shall mean each of those Persons of which another Person, directly or indirectly through one or more Subsidiaries, owns beneficially securities having more than 25% of the voting power in the election of directors (or Persons fulfilling similar functions or duties) of the owned Person (without giving effect to any contingent voting rights)) or any employee benefit plan (or any related trust) of the Company or a Subsidiary of the Company, becomes the beneficial owner (as such term is defined in Rule 13d-3 of the Exchange Act) of (1) 25% or more of the common stock of the Company or (2) securities of the Company that are entitled to vote generally in the election of directors of the Company (“Voting Securities”) representing 25% or more of the combined voting power of all Voting Securities of the Company; (b) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (²/3 ) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or (c) there is consummated a merger, reorganization or consolidation involving the Company or any direct or indirect Subsidiary of the Company and any other corporation or other entity, other than a merger, reorganization or consolidation which results in the common stock and Voting Securities of the Company outstanding immediately prior to such merger, reorganization or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60%, respectively, of the common stock and combined voting power of the Voting Securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, reorganization or consolidation, or (d) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

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      g. “Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto.

      h. “Committee” means the Human Resources and Compensation Committee of the Board. If at any time there is no Committee, then the functions of the Committee specified in the Plan shall be exercised by the Non-Employee Directors of the Board. Notwithstanding the immediately preceding two sentences, the Committee shall at all times (1) have no fewer than two (2) members and (2) consist solely of Non-Employee Directors.

      i. “Commission” means the Securities and Exchange Commission.

      j. “Company” means AmerUs Group Co., a corporation organized under the laws of the State of Iowa (or any successor corporation).

      k. “Consultant” means any person, including an advisor, engaged by the Company or a Subsidiary or Affiliate to render services to such entity or any person who is an advisor, director or consultant of an Affiliate.

      l. “Director” means a member of the Board.

      m. “Disability” means total and permanent disability as determined under the Company’s long term disability program.

      n. “Early Retirement” means retirement from active employment with the Company, any Subsidiary, and any Affiliate under the terms of the All*AmerUs Savings & Retirement Plan adopted by the Company.

      o. “Employee” means a regular employee of the Company, any Subsidiary or any Affiliate, including officers and Directors, who is treated as a full time employee in the personnel records of the Company, its Subsidiary or its Affiliate for the relevant period, but shall exclude individuals who are classified by the Company, its Subsidiary or its Affiliate as (A) leased from or otherwise employed by a third party; (B) independent contractors; or (C) intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise. An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company, its Subsidiary or its Affiliate or (ii) transfers between locations of the Company or between the Company, its Subsidiary or its Affiliate or (iii) transfers between locations of the Company or between the Company, any Subsidiary, or any successor. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

      p. “Exchange Act” means the Securities and Exchange Act of 1934, as amended, and any successor thereto.

      q. “Fair Market Value” means, as of any date, the closing price of the Stock as of such date (or if no sales were reported on such date, the closing price on the last preceding day a sale was made) as quoted on the stock exchange or a national market system, with the highest trading volume.

      r. “Incentive Stock Option” means any Stock Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code and the requirements promulgated thereunder.

      s. “Non-Employee Director” means a director who is a Non-Employee Director under Rule 16b-3 under Section 16 of the Exchange Act and is an outside director under Section 1.162-27(e)(3) of the regulations promulgated under the Code.

      t. “Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

      u. “Normal Retirement” means retirement from active employment with the Company, any Subsidiary, and any Affiliate as this term is defined in the All*AmerUs Savings & Retirement Plan adopted by the Company.

      v. “Optionee” means a Participant who receives a Stock Option.

      w. “Option Period” means, with respect to any Stock Option, the time during which an Optionee may exercise such Stock Option.

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      x. “Participant” means an Employee, Director or Consultant of the Company or of any Subsidiary or Affiliate of the Company.

      y. “Performance Period” means the period over which applicable performance is to be measured.

      z. “Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, trust, union, association, court, tribunal, agency, government, department, commission, self-regulatory organization, arbitrator, board, bureau, instrumentality, or other entity, enterprise, authority, or business organization.

      aa. “Plan” means this Stock Incentive Plan as amended and restated on the date set forth in Section 11, and as it may be amended from time to time thereafter in accordance with Section 8.

      bb. “Restricted Stock” means any grant of Stock, with such Stock being subject to restrictions under Section 7 below.

      cc. “Restricted Stock Unit” means the grant of a right to receive shares of Stock (or cash equal to the Fair Market Value thereof) or Restricted Stock in the future, with such right being subject to restrictions under Section 7 below.

      dd. “Restricted Stock Award” means an Award of Restricted Stock or Restricted Stock Units.

      ee. “Retirement” means Normal or Early Retirement as those terms are defined in the All*AmerUs Savings & Retirement Plan adopted by the Company.

      ff. “Stock” means the Common Stock of the Company.

      gg. “Stock Appreciation Right” means (i) a right granted under Section 6 below, to surrender to the Company all or a portion of a Non-Qualified or Incentive Stock Option in exchange for an amount in cash or shares of Stock equal to the difference between (a) the Fair Market Value, as of the date such Stock Option or such portion thereof is surrendered, of the shares of Stock covered by such Stock Option, or such portion thereof, and (b) the aggregate exercise price of such Stock Option, or such portion thereof, or (ii) a right granted under Section 6 which is not in conjunction with a stock option to receive a cash payment equal in value to the appreciation on a designated number of shares of stock between the aggregate price of the Stock Appreciation Right (or such portion thereof) set by the Committee, which shall not be less than the Fair Market Value on the date on which the Stock Appreciation Right was granted and the Fair Market Value on the date on which the Participant exercises the Stock Appreciation Right.

      hh. “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5 below.

      ii. “Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

      jj. “Ten Percent Shareholder” means a person who owns (after taking into account the attribution rules of Code Section 424(d)) more than ten percent (10%) of the total combined voting power of all classes of stock of the company.

Section 2. Administration.

      The Plan shall be administered by the Committee.

      The Committee shall have the power and authority to grant to eligible Participants, pursuant to the terms of the Plan: Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards and/or Cash Incentive Units.

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      In particular, the Committee shall have the authority:

      a. To select Participants to whom Non-Qualified or Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Cash Incentive Units or a combination of the foregoing from time to time will be granted hereunder, including aggregating any combination of the foregoing into one Award;

      b. To determine whether and to what extent Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards or Cash Incentive Units or a combination of the foregoing, are to be granted hereunder;

      c. To determine the number of shares of Stock or Stock Appreciation Rights to be covered by each such Award granted hereunder;

      d. To determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder;

      e. To construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

      f. To adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures.

      g. To prescribe, amend and rescind rules and regulations relating to the Plan;

      h. To modify or amend each Award in a manner not inconsistent with the Plan, provided, however, that any such amendment is subject to Section 5 (c) of the Plan and may not impair any outstanding Award unless agreed to in writing by the Participant;

      i. To authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Committee;

      j. To make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder;

      k. The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan.

      The Committee may delegate to the Company’s Chief Executive Officer the power and authority to make and/or administer Awards under the Plan (including, without limitation, determining applicable performance goals and the extent to which they are attained) with respect to eligible Participants, pursuant to such conditions and limitations as the Committee may establish; provided that only the Committee or the Non-Employee Directors of the Board may select, and grant Awards to, officers subject to the reporting requirements under Section 16(a) of the Exchange Act or who are reasonably expected to be “covered employees” within the meaning of Section 162 (m) of the Code or exercise any other discretionary authority under the Plan in respect of Awards granted to such officers.

      All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and the Participants.

      Notwithstanding anything contained in the Plan to the contrary, the Committee shall not: (i) grant any Stock Option or Stock Appreciation Right with an exercise price less than the Fair Market Value on the date of the grant of such Award; (ii) subject to Section 3 of the Plan, change the exercise price of any Stock Option or Stock Appreciation Right or permit the exchange of Stock Options or Stock Appreciation Rights issued under the Plan or any other Company plan for a lesser number of new Stock Options or Stock Appreciation Rights to be granted under the Plan having a lesser exercise price or otherwise issue a new Award (or pay cash) in exchange for the cancellation of an outstanding Stock Option or Stock Appreciation Right the exercise price of which is at the time of such exchange below the Fair Market Value of a share of Stock; or (iii) amend an award in a manner inconsistent with the Plan.

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Section 3. Stock Subject to Plan; Limitations.

      The total number of shares of Stock reserved and available for distribution under the Plan shall be (a) 1.5 million under the 2003 Stock Incentive Plan prior to the effective date of the amendment and restatement of the Plan and (b) an additional 1.5 million (subject to appropriate adjustments to reflect changes in capitalization of the Company) authorized by the Plan as amended and restated. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. If any shares of Stock subject to an Award are forfeited or cancelled or if an Award terminates or expires in each case without a distribution of shares to the relevant Participant, the shares of Stock which were subject to such Award (including any such Award granted prior to the effective date under Section 11 of this amendment and restatement of the Plan) shall, to the extent of any such forfeiture, cancellation, termination or expiration, again be available for Awards under the Plan, provided, however, that if shares of Stock are surrendered or withheld as payment of the exercise price of an Award and/or withholding taxes in respect of an Award, such shares shall not be available for future awards under the Plan. Upon the exercise of any Award granted in tandem with another Award, such other Award shall be cancelled to the extent of the number of shares of Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall not be available for Awards under the Plan. The total number of shares of Stock underlying Stock Appreciation Rights that have been exercised shall not be available for future Awards whether or not they have been issued, unless such Stock Appreciation Rights have been forfeited or cancelled.

      The maximum total number of shares subject to Awards which may be granted under the Plan in any one year will be 1,000,000, and the maximum number of shares subject to Awards which may be granted under the Plan to any individual in any one year shall be 250,000, and the maximum number of shares subject to Awards which are Stock Options and Stock Appreciation Rights which may be granted under the Plan to any individual in any one year shall be 250,000 (in each case, subject to appropriate adjustments to reflect changes in capitalization of the Company). Determinations made in respect of the limitations set forth in the immediately preceding sentence shall be made in a manner consistent with Section 162(m) of the Code.

      In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in the corporate structure affecting the Stock, a corresponding substitution or adjustment to the extent appropriate to reflect the merger, consolidation, recapitalization, stock dividend or other change shall be made in the aggregate number of shares reserved for issuance under the Plan, in the number and option price of the shares subject to outstanding Stock Options granted under the Plan, in the number and price of any Stock Appreciation Right granted under the plan, in the number of shares subject to Restricted Stock Awards granted under the Plan, in any performance goals and value of any Cash Incentive Units granted under the Plan, all as may be determined by the Committee, provided that the number of shares subject to any Awards shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Company upon the exercise of any Stock Appreciation Rights associated with any Stock Option.

Section 4. Eligibility.

      Participants who are responsible for or contribute to the management, growth and/or profitability of the business of the Company, its Subsidiaries, or its Affiliates are eligible to be granted Stock Options, Stock Appreciation Rights, Restricted Stock Awards or Cash Incentive Units. The Awards and Participants under the Plan shall be selected from time to time by the Committee, in its sole discretion, from among those eligible, and the Committee shall determine, in its sole discretion, the number of shares covered by each Award or grant.

Section 5. Stock Options.

      Stock Options may be granted either alone or in addition to other Awards granted under the Plan. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve, and the provisions of Stock Option Awards need not be the same with respect to each Optionee.

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      The Stock Options granted under the Plan may be of two types: Incentive Stock Options and Non-Qualified Stock Options.

      The Committee shall have the authority to grant any Optionee Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in each case with or without Stock Appreciation Rights). To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option.

      Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify either the Plan or any Incentive Stock Option under Section 422 of the Code.

      Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

      a. Stock Option Price. The option price per share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant, but shall not be less than the Fair Market Value of the Stock on the date of grant of the Stock Option; provided, however, if the Option is an Incentive Stock Option granted to a Ten Percent Shareholder, the option price per each share of stock subject to such Incentive Stock Option shall be no less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the date such Incentive Stock Option is granted.

      b. Stock Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten (10) years after the date such Stock Option is issued.

      c. Exercisability. Subject to paragraph (g) of this Section 5 with respect to Incentive Stock Options, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of the grant; provided, however, that, notwithstanding anything in the Plan to the contrary, except pursuant to Section 5(h) of the Plan and in connection with a Change of Control, no Stock Option shall be exercisable prior to the first anniversary date of the granting of the option.

      d. Method of Exercise. Stock Options which are then exercisable may be exercised in whole or in part at any time during the Option Period by Optionee, the legal representative of the Optionee, or the executor, administrator or beneficiary of the estate of a deceased Optionee through the giving of written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by payment in full of the purchase price, in cash, by check or such other instrument as may be acceptable to the Committee; provided, however, the Committee shall accept no form of payment that would violate applicable law. Unless determined otherwise by the Committee, in its sole discretion, at the time the Stock Option is granted, payment in full or in part may also be made in the form of unrestricted Stock already owned by the Optionee, Restricted Stock already owned by the Optionee, or by the Optionee authorizing the Company to withhold whole shares of Stock which would otherwise be delivered upon exercise of a Non-Qualified Stock Option (based in each case, on the Fair Market Value of the Stock on the date the Stock Option is exercised). If payment of the option exercise price of a Non-Qualified Stock Option is made in whole or in part in the form of Restricted Stock Award, the shares received upon the exercise of such Stock Option shall be restricted in accordance with the original term of the Restricted Stock Award in question, except that the Committee may direct that such shall apply only to the number of such shares equal to the number of shares of Restricted Stock surrendered upon the exercise of such option. No shares of unrestricted Stock shall be issued until full payment thereof has been made. An Optionee shall have no rights to dividends or other rights of a stockholder with respect to shares subject to the option until the Optionee has given written notice of exercise and has paid in full for such shares.

      e. Non-Transferability of Stock Options. Except as otherwise set forth in the Section 5(e), no Stock Option shall be transferable by the Optionee otherwise than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Optionee’s lifetime, only by the Optionee. The Committee shall have the discretionary authority, however, to grant Non-Qualified Stock Options which

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would be transferable to members of an Optionee’s immediate family, including trusts for the benefit of such family members and partnerships in which such family members are the only partners. In exercising such discretionary authority, the Committee may take into account whether the granting of such transferable options would require registration with the Securities and Exchange Commission under a form other than Form S-8. A transferred Stock Option may be exercised by the transferee only to the extent that the Optionee would have been able to exercise such Stock Option had the option not been transferred. Notwithstanding anything in this Section 5(e), no transfers for value shall be permitted.

      f. Termination of Employment for Cause. Unless otherwise determined by the Committee at grant, if an Optionee’s employment with the Company, any Subsidiary, or any Affiliate is terminated for Cause, all of such Optionee’s unvested Stock Options shall terminate immediately at the date of the termination of employment.

      g. Limit on Value of Incentive Stock Option First Exercisable Annually. The aggregate Fair Market Value (determined at the time of grant) of the Stock for which “incentive stock options” within the meaning of Section 422 of the Code are exercisable for the first time by an Optionee during any calendar year under the Plan (and/or any other stock option plans of the Company, any Subsidiary and any Affiliate) shall not exceed $100,000.

      h. Termination of Employment. All of the terms relating to the exercise, cancellation or other disposition of a Stock Option upon a termination of employment with or service to the Company or a Subsidiary or Affiliate of the Optionee, whether by reason of Disability, Retirement, death, or other termination shall be determined by the Committee. Such determination shall be made at the time of the grant of such Stock Option and shall be specified in the written agreement evidencing such Stock Option.

      i. Vesting. The Committee shall determine the vesting period applicable to any Stock Option Award; provided, however, that no Stock Option shall vest prior to the first anniversary of the Award grant, except to the extent the Stock Option becomes exercisable under the proviso to Section 5 (c).

Section 6. Stock Appreciation Rights.

      a. Stock Appreciation Right Price. The Stock Appreciation Right price per share of Stock shall be determined by the Committee at the time of grant, but shall not be less than the Fair Market Value of the Stock on the date of grant of the Stock Appreciation Right.

      b. Grant and Exercise. Stock Appreciation Rights may or may not be granted in conjunction with all or part of any Stock Option granted under the Plan. In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Non-Qualified Stock Options. In the case of an Incentive Stock Option, such rights may be granted only at the time of grant of such Incentive Stock Options. A Stock Appreciation Right or applicable portion thereof granted with respect to a given Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, except that, unless otherwise provided by the Committee at the time of grant, a Stock Appreciation Right granted with respect to less than the full number of shares covered by a related Stock Option shall only be reduced if and to the extent that the number of shares covered by the exercise or termination of the related Stock Option exceeds the number of shares not covered by the Stock Appreciation Right.

      A Stock Appreciation Right granted in conjunction with all or part of any Stock Option may be exercised by an Optionee, in accordance with paragraph (b) of this Section 6, by surrendering the applicable portion of the related Stock Option. Upon such exercise and surrender, the Optionee shall be entitled to receive an amount determined in the manner prescribed in paragraph (b) of this Section 6. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related Stock Appreciation rights have been exercised. A holder of a Stock Appreciation Right shall have no rights to dividends or other rights of a stockholder with respect to shares subject to the Stock Appreciation Right unless and until such holder has given written notice of exercise, has paid the exercise price in full and has received shares therefor.

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      c. Terms and Conditions. Stock Appreciation Rights shall be subject to the terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:

      1. If granted in conjunction with a Stock Option, Stock Appreciation Rights shall be exercised only at such time or times and to the extent that the Stock Options to which they relate shall be exercisable in accordance with the provisions of Section 5 and this Section 6 of the Plan.

      2. Subject to the term limit in paragraph (b) of Section 5 of the Plan, Stock Appreciation Rights not granted in conjunction with Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant; provided, however, that notwithstanding anything contained in the Plan to the contrary, except pursuant to Section 6 (c) (8) of the Plan and in connection with any Change of Control, no Stock Appreciation Right shall be exercisable prior to first anniversary date of the granting of the Stock Appreciation Right.

      3. Upon exercise of a Stock Appreciation Right, an Optionee shall be entitled to receive up to, but not more than, an amount in cash or shares of Stock equal in value to the excess of the Fair Market Value of one share of Stock over the option price per share specified in the related Stock Option agreement (or the exercise price stated in the Stock Appreciation Right agreement for Stock Appreciation Rights not granted in conjunction with Stock Options) multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment; provided, however, the Committee shall accept no form of payment that would violate applicable law.

      4. Stock Appreciation Rights whether or not granted in conjunction with a Stock Option shall be transferable only when and to the extent that a Stock Option would be transferable under paragraph (e) of Section 5 of the Plan.

      5. Upon the grant of a Stock Appreciation Right granted in conjunction with a Stock Option, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been granted for the purpose of the limitation set forth in Section 3 of the Plan on the maximum number of shares subject to Awards which may be granted under the Plan in any one year and the maximum number of shares subject to Awards which may be granted to any one individual in any one year and shall also be deemed to have been issued for purposes of the limitations set forth in Section 3 of the Plan on the total number of shares of stock to be issued under the Plan.

      6. A Stock Appreciation Right granted in connection with an Incentive Stock Option may be exercised only if and when the market price of the Stock subject to the Incentive Stock Option exceeds the exercise price of such Stock Option.

      7. Stock Appreciation Rights not granted in conjunction with Stock Options shall be deemed to have been granted for purposes of the limitations set forth in Section 3 of the Plan on the total number of shares of stock subject to Awards which may be granted under the Plan in any one year and the maximum number of shares of stock subject to Awards which may be granted under the Plan to any individual in any one year and shall also be deemed to have been issued for purposes of the limitations set forth in Section 3 of the Plan on the total number of shares of stock to be issued under the Plan.

      8. All of the terms relating to the exercise, cancellation or other disposition of a Stock Appreciation Right upon a termination of employment with, or service to, the Company or a Subsidiary or an Affiliate of the Participant receiving the Stock Appreciation Right, whether by reason of Disability, Retirement, death, or other termination shall be determined by the Committee. Such determination shall be made at the time of the grant of such Stock Appreciation Right and shall be specified in the written agreement evidencing such Stock Appreciation Right, unless otherwise determined by the Committee at the time of the grant. If the employment of a Participant receiving the Stock Appreciation Right is terminated for Cause, and such Stock Appreciation right is unvested, the Stock Appreciation Right shall terminate immediately as of the date of the termination of employment.

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      9. Vesting. The Committee shall determine the vesting period applicable to any Stock Appreciation Right Award; provided, however, that no Stock Appreciation Right Award shall vest prior to the first anniversary of the Award grant, except to the extent the Stock Appreciation Right becomes exercisable under the proviso to Section 6 (c) (2).

      10. Term. The term of each Stock Appreciation Right shall be fixed by the Committee, but no Stock Appreciation Right shall be exercisable more than ten (10) years after the date such Stock Appreciation Right is issued.

Section 7. Restricted Stock.

      a. Administration. Shares of Restricted Stock or Restricted Stock Units may be issued alone or in addition to other Awards granted under the Plan. The Committee shall determine the Participants to whom, and the time or times at which, Restricted Stock Awards will be made, the number of shares or units to be awarded, the price, if any, to be paid by the recipient of Restricted Stock Awards (subject to Sections 7(b) and (c) hereof), the time or times within which such Awards may be subject to forfeiture, and all other conditions of the Awards. The Committee may also condition the grant of a Restricted Stock Award upon the attainment of specified performance goals, or such other criteria as the Committee may determine, in its sole discretion. The provisions of the Restricted Stock Awards need not be the same with respect to each recipient. Notwithstanding anything contained in the Plan to the contrary and except pursuant to Section 7 (b) (4) hereof or in connection with a Change of Control, no Restriction Period (as defined below) shall be less than one year.

      b. Awards and Certificates. The prospective Participants of a Restricted Stock Award shall not have any rights with respect to such Award, unless and until such recipient has executed an agreement evidencing the Award (a “Restricted Stock Award Agreement”) and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the then applicable terms and conditions.

      1. Restricted Stock Awards must be accepted within a period of sixty (60) days (or such shorter period as the Committee may specify) after the Award date by executing a Restricted Stock Award Agreement and paying whatever price, if any, is required.

      2. A stock certificate in respect of shares of Restricted Stock shall be issued in the name of each Participant who is awarded Restricted Stock. Such certificate shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the AmerUs Group Co. Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and the Company. Copies of such Plan and Agreement are on file on in the offices of the Company, (699 Walnut St, Des Moines, Iowa 50309).”

      3. The Committee shall require that the stock certificates evidencing such shares of Restricted Stock be held in custody by the Company until the restrictions thereon have lapsed, and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Stock covered by such Award.

      4. All of the terms relating to the satisfaction of specified performance goals and the termination of any period designated by the Committee during which the Stock or units subject to the Restricted Stock Award may not be sold, transferred, pledged or assigned, or any cancellation or forfeiture of such Restricted Stock Award upon a termination of employment with or service to the Company or any Subsidiary or any Affiliate of the holder of such Restricted Stock Award, whether by reason of Disability, retirement, death or other termination shall be set forth in the written agreement relating to such Restricted Stock Award. Unless otherwise determined by the Committee at grant, if a holder’s employment with the Company, any Subsidiary, or any Affiliate terminates or is involuntarily terminated with Cause, the portion of the Restricted Stock Award which is subject to a Restriction Period on the

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effective date of such holder’s termination of employment or service shall be forfeited by such holder and such portion shall be canceled by the Company.

      c. Restrictions and Conditions. Any Restricted Stock Award pursuant to this Section 7 shall be subject to the following restrictions and conditions:

      1. Subject to the provisions of the Plan and the Restricted Stock Award Agreements, during such period as may be set by the Committee commencing on the grant date (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign Restricted Stock or Restricted Stock Units awarded under the Plan. Subject to the limitation contained in the last sentence of Section 7(a) of the Plan, the Committee may, in its sole discretion, provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part based on performance and/or such factors as the Committee may determine, in its sole discretion.

      2. Except as provided in paragraph c (1) of this Section 7, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote and receive any dividends, and with respect to Restricted Stock Units, a Participant shall have no right to vote or receive dividends until such time as the shares of Stock attributable to such Restricted Stock Unit have been issued. Dividends paid in Stock or other securities of the Company or Stock received in connection with a stock split with respect to Restricted Stock Awards shall be subject to the same restrictions as on such Restricted Stock or Restricted Stock Unit, as the case may be. Certificates for shares of unrestricted Stock shall be delivered to the Participant promptly after, and only after, the period of forfeiture shall expire without forfeiture in respect to any Restricted Stock Award.

      d. Limitation on Restricted Stock Awards. Notwithstanding anything in the Plan to the contrary, the maximum number of shares of Restricted Stock or Restricted Stock Units issuable under this plan shall be 800,000 shares of Stock; provided, however, that if any Restricted Stock is issued at the termination of a Restricted Stock Unit’s Restriction Period, such Restricted Stock shall not be counted against such maximum to the extent the grant of the original Restricted Stock Unit was counted against such maximum.

Section 7A. Cash Incentive Units.

      a. Cash Incentive Units may be issued alone or in addition to Awards granted under the Plan. The Committee shall determine the Participants to whom Cash Incentive Units shall be granted and the number of Cash Incentive Units to be the subject of each Award. Subject to the terms of this Section 7A, the Award of Cash Incentive Units under the Plan entitles the Participant to receive value for the units at the end of a Performance Period to the extent provided under the Award. The number of Cash Incentive Units earned, and value received from them, will be contingent on the degree to which the performance goals established at the time of grant of the Award are met.

      b. For each such Participant, the Committee will determine (a) the value of Cash Incentive Units, which may be stated either in cash or in units representing shares of Stock, (b) the performance goals to be used for determining whether the Cash Incentive Units are earned, (c) the Performance Period during which the performance goals will apply, (d) the relationship between the level of achievement of the performance goals and the degree to which Cash Incentive Units are earned, and (e) whether, during or after the Performance Period, any revision to the performance goals or Performance Period should be made to reflect significant events or changes that occur during the Performance Period

      c. Settlement of Cash Incentive Units shall be subject to the following:

      1. The Committee will compare the actual performance to the performance goals established for the Performance Period and determine the number of Cash Incentive Units as to which settlement is to be made, and the value of such Cash Incentive Units; and

      2. Settlement of Cash Incentive Units earned shall be wholly in cash to be distributed in a lump sum or installments, as determined by the Committee, in its sole discretion.

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      d. Except as otherwise determined by the Committee, any Award of Cash Incentive Units which is not earned by the end of the Performance Period shall be forfeited. If a Participant’s employment with or service to the Company, any Subsidiary, or any Affiliate is terminated during a Performance Period, the Committee may determine that the Participant will be entitled to settlement of all or any portion or none of the Cash Incentive Units as to which he or she would otherwise be eligible, and may accelerate the determination of the value and settlement of such Cash Incentive Units or make such other adjustments as the Committee, in its sole discretion, deems desirable. A holder of a Cash Incentive Unit shall have no rights to dividends or any other rights of a stockholder with respect to such Cash Incentive Unit.

Section 8. Amendments and Termination.

      Subject to the next sentence, the Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would impair the right of an Optionee or Participant under a Stock Option, Stock Appreciation Right, Restricted Stock Award or Cash Incentive Unit theretofore granted, without the Optionee’s or Participant’s consent. The Board may not materially alter or amend the Plan without the prior approval of the stockholders. Material amendments shall include without limitation any alteration or amendment that would:

      a. Increase the total number of shares reserved for the purpose of the Plan (except as expressly provided in this Plan) or use the proceeds from option exercises to repurchase shares on the open market for future grants under the Plan;

      b. Except pursuant to the third paragraph of Section 3, decrease the exercise price of any Stock Option or Stock Appreciation Right to less than the Fair Market Value on the date of the granting of the Stock Option or Stock Appreciation Right;

      c. Materially expand the class of persons who may be eligible to participate in the Plan;

      d. Extend the maximum Stock Option Term under paragraph (b) of Section 5 of the Plan, or

      e. Change the vesting period for a Stock Option or Stock Appreciation Right or a Restriction Period to a period of less than one year or render a Stock Option or Stock Appreciation Right exercisable prior to the first anniversary of such award, except as provided in the Plan on its effective date under Section 11.

      The Committee may in a manner not inconsistent with this Plan, amend the terms of any Award or option theretofore granted, prospectively or retroactively, but no amendment shall impair the rights of any holder without the holder’s consent.

Section 9. Unfunded Status of the Plan.

      The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or Optionee by the Company, nothing set forth herein shall give any such Participant or Optionee any rights that are greater than those of a general creditor of the Company. In its sole discretion the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments in lieu thereof with respect to Awards hereunder, provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

Section 10. General Provisions.

      All certificates for shares of Stock delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Commission, any stock exchange upon which the stock is listed, and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

      Notwithstanding any provision of the Plan, to the extent that any Award would be subject to Section 409A of the Code, no such Award may be granted if it would fail to comply with the requirements set

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forth in Section 409A of the Code and any regulations or guidance promulgated thereunder. If the Committee determines that any Award previously granted is not either exempt from, or in compliance with, Section 409A of the Code, the Committee and the Participant shall endeavor to reform the Award in a manner that satisfies the requirements of Section 409A and that is reasonably acceptable to both parties to effectuate their intent at the time they entered into the respective Award agreement.

      The Plan is designed so that Awards granted hereunder intended to comply with the requirements for “performance-based compensation” under Section 162(m) of the Code may comply with such requirements, and the Plan and Awards shall be interpreted in a manner consistent with such requirements.

      Notwithstanding anything in the Plan to the contrary, no Awards may be transferred for value by Participants.

Section 11. Effective Date of Plan.

      The Plan, as herein amended and restated, shall be effective on the date that it is approved by a majority vote of the holders of the Company’s voting common stock.

Section 12. Term of Plan.

      No Stock Option, Stock Appreciation Right, Restricted Stock Award or Cash Incentive Unit shall be granted pursuant to the Plan on or after the tenth anniversary of the date of stockholder approval as set forth in Section 11, but Awards previously granted may extend beyond that point.

A-12 EX-99.2 3 c05049exv99w2.htm ACCELERATED SHARE REPURCHASE AGREEMENT

EXHIBIT 99.2

AmerUs Group Co.
699 Walnut Street
Des Moines, Iowa 50309

May 4, 2006

Re: Accelerated Share Repurchase

Ladies and Gentlemen:

          This letter (the “Letter Agreement”) sets forth the agreement we have reached with respect to a transaction between Citibank, N.A. (“Citibank”) and AmerUs Group Co. (the “Company”) in relation to shares of the Company’s common stock, par value $0.01 (the “Common Stock”).

I. Definitions

          As used in this Letter Agreement, the following terms shall have the following meanings:

          “Corporate Event Termination” has the meaning specified in Section VIII(b).

          “Disrupted Day” means a Trading Day on which a Market Disruption Event occurs.

          “Dividend Amount” means, subject to adjustment in accordance with Section VIII, an amount equal to the sum of the products, for each ex-dividend date for the Common Stock that occurs during the Pricing Period, of (i) the Expected Dividend Amount on such date and (ii) the number of Hedging Shares for such date.

          “Dividend Event Termination” has the meaning specified in Section VII(b).

          “Dividend Interest Amount” means the amount of interest on the Dividend Amount for the period from and including relevant dividend payment date(s) to but excluding the Settlement Day calculated at a rate equal to LIBOR determined on an Actual/360 basis.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Exchange” on any day means the principal United States securities exchange on which the Common Stock is then listed (or, if applicable, the successor exchange on which the Common Stock has been listed).

          “Expected Dividend Amount” has the meaning specified in Section VII(a).

          “Hedging Shares” means, for any date, the number of shares of Common Stock equal to the theoretical short delta number of shares of Common Stock on such date that Citibank deems necessary to hedge the equity price risk of entering into and performing its obligations under this Letter Agreement.

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          “Indemnified Party” has the meaning specified in Section XVII.

          “Initial Share Price” has the meaning specified in Section II.

          “LIBOR” means the rate for the relevant period for U.S. dollar LIBOR based on Official BBA LIBOR Fixings as posted on Bloomberg page “BBAM”, or any replacement of that page, two London Banking Days prior to the start of such relevant period; provided that if the rate cannot be so determined, it shall be determined by linear interpolation if the relevant period does not correspond exactly to a period for which rates appear on Bloomberg page “BBAM” or its replacement.

          “London Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

          “Loss” has the meaning specified in Section X(a).

          “Loss Notice” has the meaning specified in Section X(a).

          “Loss of Borrow Termination” has the meaning specified in Section VI(b).

          “Market Disruption Event” means any (i) suspension of or limitation imposed on trading on the Exchange or (ii) event that disrupts or impairs (in the reasonable business judgment of Citibank) the ability of Citibank or market participants in general to effect transactions in, or obtain market values for, the shares of Common Stock or futures or options contracts relating to the Common Stock.

          “Maximum Borrow Cost” means 25 basis points per annum based on the closing price per share of Common Stock on the Trading Day immediately preceding the relevant day.

          “Number of Shares” has the meaning specified in Section II.

          “Pricing Period” means the period commencing on the Pricing Period Commencement Date and ending on the Pricing Period Termination Date; provided that in the event of an occurrence of a Market Disruption Event, the Pricing Period may be extended by Citibank for a number of days not exceeding the number of days on which such Market Disruption Event continues.

          “Pricing Period Commencement Date” means the first Trading Day immediately following the date of this Letter Agreement.

          “Pricing Period Termination Date” means the earlier of (a) the Scheduled Pricing Period Termination Date, or (b) the Trading Day specified as such by Citibank by delivering a notice designating such Trading Day as the Pricing Period Termination Date by the close of business on the day immediately following such Trading Day; provided that such termination date shall not occur prior to June 2, 2006.

          “Purchase Date” has the meaning specified in Section II.

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          “Refund Shares” has the meaning specified in Section V(a)(i).

          “Remaining Share Amount” for any Trading Day equals (i) the Number of Shares, minus (ii) the cumulative number of shares of Common Stock that Citibank has repurchased to cover its short position in respect of this transaction. For the avoidance of doubt, such shares shall be considered repurchased by Citibank as of their respective Settlement Days.

          “Rule 10b-18” means Rule 10b-18 under the Exchange Act.

          “Scheduled Pricing Period Termination Date” means June 27, 2006.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Settlement Amount” means (i) the product of (x) the Number of Shares and (y) the result of subtracting the Sub-VWAP Price from the Initial Share Price (which result may be negative), minus (ii) the sum of any Dividend Amount and Dividend Interest Amount hereunder.

          “Settlement Day” means the third business day in the City of New York immediately following last day of the Valuation Period, if any.

          “Sub-VWAP Price” means the average of the 10b-18 VWAPs for all Trading Days in the Pricing Period minus $0.238.

          “Trading Day” means any day (i) other than a Saturday, a Sunday or a Disrupted Day, and (ii) on which the Exchange is open for trading during its regular trading session, notwithstanding the Exchange closing prior to its scheduled closing time.

          “Valuation Period” means a period of up to 10 Trading Days commencing on the first Trading Day immediately following the Pricing Period Termination Date.

          “10b-18 VWAP” means, (A) for any Trading Day, the volume-weighted average price at which the Common Stock trades as reported in the composite transactions for the Exchange on such Trading Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in the consolidated system on such Trading Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Trading Day and ten minutes before the scheduled close of the primary trading in the market where the trade is effected, and (iv) trades on such Trading Day that do not satisfy the requirements of Rule 10b-18(b)(3), as determined in good faith by Citibank, or (B) for any Trading Day on which a Market Disruption Event occurs, an amount determined in good faith by Citibank (and in consultation with the Company) as 10b-18 VWAP. The Company acknowledges that Citibank may refer to the Bloomberg Page “AMH.N <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Trading Day to determine the 10b-18 VWAP.

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II. Initial Shares

          Subject to the terms and conditions of this Letter Agreement, the Company agrees to purchase from Citibank, and Citibank agrees to sell to the Company, on May 5, 2006 or on such other Trading Day as the Company and Citibank shall otherwise agree (the “Purchase Date”), 599,398 shares of Common Stock (the “Number of Shares”) at a price of $68.402 per share (the “Initial Share Price”). Accordingly, Citibank will hedge this transaction by entering into a short sale of the Number of Shares. On the Purchase Date, Citibank shall deliver the Number of Shares to the Company, upon payment by the Company to Citibank of an amount equal to the product of (x) the Initial Share Price and (y) the Number of Shares. Such hedge, delivery and payment shall be affected in accordance with the Citibank’s customary procedures.

III. Citibank Purchases and the Pricing Period

     (a) The parties acknowledge and agree that, during the Pricing Period, Citibank will purchase shares of Common Stock to cover all or a portion of such short sale. Notwithstanding the foregoing, Citibank shall not be required to purchase any shares of Common Stock, or may purchase a number of shares of Common Stock that is less than the Number of Shares. During the Pricing Period or the Valuation Period, if any, Citibank agrees to make all purchases of Common Stock in connection with this Letter Agreement in a manner that would comply with the limitations set forth in clauses (b)(2), (b)(3), (b)(4) and (c) of Rule 10b-18 as if such rule were applicable to such purchases.

     (b) The Company acknowledges and agrees that (i) all transactions effected hereunder shall be made in Citibank’s sole discretion and for Citibank’s own account and (ii) the Company does not have, and shall not attempt to exercise, any influence over how, when or whether to effect such transactions, including, without limitation, the price paid or received per share of Common Stock pursuant to such transactions whether such transactions are made on any securities exchange or privately. It is the intent of Citibank and the Company that the transaction contemplated by this Letter Agreement comply with the requirements of Rule 10b5-1(c) under the Exchange Act and that this Letter Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c)(1)(i)(B).

IV. Company Purchases

          The Company shall not purchase any shares of Common Stock on the open market, or enter into any accelerated share repurchase program, or any derivative share repurchase transaction, or other similar transaction, during the Pricing Period and thereafter until all deliveries of shares pursuant to Section V and Section X below have been made. During such time, any open market purchases of Common Stock by the Company shall be made through Citibank, subject to such reasonable conditions as Citibank shall impose. For the avoidance of doubt, the Company or any of its affiliates may purchase shares of Common Stock directly from participants in its benefit plans, such purchases to permit tax withholding obligations of the participants to be settled in stock or to allow net share settlement of stock awards.

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V. Pricing Adjustment and Settlement

          Following the expiration of the Pricing Period,

          (a) if the Settlement Amount is greater than zero, on the Settlement Day, Citibank shall deliver and transfer to the Company, through its agent, for no additional consideration, a number of shares of Common Stock equal to the Settlement Amount divided by the weighted average price at which Citibank purchases shares of Common Stock during the Valuation Period (the “Refund Shares”) or, if the Citibank is unable to purchase a number of Refund Shares equal in value to the Settlement Amount within the Valuation Period, on the Settlement Day Citibank shall deliver to the Company (A) the number of Refund Shares actually purchased by Citibank during the Valuation Period and (B) cash in an amount equal to the remaining portion of the Settlement Amount.

          (b) if the Settlement Amount is less than zero, no payment shall be made by either party.

VI. Borrow Events

          (a) Borrow Cost Increase. If at any time during the Transaction, Citibank is unable, after using commercially reasonable efforts, to successfully borrow Common Stock (up to a number of shares equal to the number of Hedging Shares) at a cost less than or equal to the Maximum Borrow Cost, then Citibank shall promptly notify the Company of the occurrence of such an event and, acting in good faith and in a commercially reasonable manner (and in consultation with the Company), will (a) make the corresponding adjustment(s), if any, to any variable relevant to the exercise, valuation, settlement or payment terms as Citibank determines appropriate to account for any excess borrowing costs and (b) determine the effective date(s) of the adjustment(s).

          (b) Loss of Borrow Termination. On any Trading Day, Citibank may elect to terminate (“Loss of Borrow Termination”) this transaction, in whole or in part, as the case may be, in the event and pro rata to the extent it is no longer able, after commercially reasonable efforts, to borrow (or maintain a borrowing of) shares of Common Stock in an amount equal to the number of Hedging Shares. Upon the occurrence of a Loss of Borrow Termination the Affected Party shall be the Company and Citibank shall be the Non-Affected Party.

VII. Dividends

          (a) Dividend Amount. If 100% of the aggregate gross cash dividends per share of Common Stock (including any cash extraordinary dividends) declared by the Company and for which the ex-date occurs at any time during the Pricing Period exceeds $0.00 per share of Common Stock (subject to adjustment in accordance with Section VIII) (the “Expected Dividend Amount”) per calendar year, a Dividend Event shall be deemed to have occurred.

          (b) Dividend Event Termination. Upon the occurrence of a Dividend Event, Citibank may elect to terminate this transaction on any Trading Day on or after the occurrence of such Dividend Event (a “Dividend Event Termination”). Upon the occurrence of a Dividend Event Termination the Affected Party shall be the Company and Citibank shall be the Non-Affected Party.

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VIII. Extraordinary Events

          (a) In the event an offer is made to the holders of Common Stock by the Company to tender in excess of 10% of the outstanding shares of Common Stock for cash, Citibank may, in its reasonable discretion, adjust the terms of the transaction so that (i) the final day of the Pricing Period shall be the earlier of the scheduled final Trading Day of the Pricing Period and the date the tender offer is consummated and (ii) for each of the Trading Days in the Pricing Period following the date on which the offer is made, the price used in computing the Sub-VWAP Price shall equal the price per share of Common Stock at which the tender offer is to be consummated. Citibank shall notify the Company in writing as to the terms of any adjustment made pursuant to this Section VIII(a) no later than 5 days after the tender offer is made.

          (b) In the event of (i) the declaration of the Company of the terms of any event having, in the reasonable good faith determination of Citibank, a diluting or concentrative effect on the theoretical value of the Common Stock (including, without limitation, a non-cash dividend, stock split, reorganization, rights offering, recapitalization or spin-off), (ii) the occurrence of a tender offer for the Common Stock not covered by subsection (a) of this Section VIII (including, without limitation, an offer of consideration other than cash for the Common Stock) or of a merger event, or (iii) in the event that Citibank, in its reasonable good faith judgment, determines that the adjustments described in subsection (a) of this Section VIII will not properly account for the economic effect of the tender offer on the transaction described herein, Citibank may (A) adjust the terms of the transaction described herein (including, without limitation, with respect to the Expected Dividend Amount and the number of Trading Days in the Pricing Period) as in the exercise of its good faith judgment it deems appropriate to account for the diluting or concentrative effect of the events in clause (i), or the economic effect of the events in clause (i) on the transaction described herein, or the economic effect of the events in clauses (ii) or (iii), or (B) elect to terminate this transaction (a “Corporate Event Termination”). Upon the occurrence of a Corporate Event Termination, the Affected Party shall be the Company and Citibank shall be the Non-Affected Party.

IX. Events of Default

The occurrence of any of the following events with respect to a party which party shall be the Defaulting Party (the other party, the “Non-Defaulting Party”) shall be an Event of Default:

          (a) The failure to make any payment or any delivery of shares pursuant to the terms of the Letter Agreement; or

          (b) Any representation or warranty made in this Letter Agreement shall prove to have been false in any material respect at the time it was made, given or reaffirmed; or

          (c) The failure to perform or comply in any material respect with any other obligation in this Letter Agreement which failure shall continue for 5 business days after written notice of such failure has been sent to the Defaulting Party; or

          (d) (A) The initiation of any case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to have itself adjudicated as bankrupt or insolvent, or seeking reorganization,

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arrangement, adjustment, winding-up, liquidation, dissolution or composition or other relief under bankruptcy or insolvency law with respect to it or its debts or (2) which seeks appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; (B) a general assignment for the benefit of its creditors; (C) the initiation of any case, proceeding or other action of a nature referred to in clause (A) hereof which (1) results in the entry of an order for relief or any such adjudication or appointment with respect to the party or any of its assets or (2) is not dismissed, stayed, discharged or bonded for a period of 5 days; (D) the initiation of any case, proceeding or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets, which case, proceeding or other action results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof; (E) a party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (A) - (D) hereof; or (F) either party shall generally not, or shall admit in writing its inability to, pay its debts as they become due; or

          (e) Any loan or other obligation in respect of borrowed money (whether present or future, contingent or otherwise, as principal or surety or otherwise) of a party in an amount, in excess of the lesser of 3% of shareholder’s equity or $100,000,000 shall have become payable before the due date thereof as a result of acceleration of maturity caused by the occurrence of any event of default thereunder or if any other such loan or obligation shall not be repaid when due, as extended by any applicable grace period specified in the contracts or agreements constituting such loan or obligation; or

          (f) Any consolidation or amalgamation or merger with or into, or any transfer of all or substantially all its assets to another entity by a party, resulting in the creditworthiness of the surviving or transferee entity being materially weaker than that of the party immediately prior to such action.

X. Remedies

          (a) Upon the occurrence and the continuance of an Event of Default, a Loss of Borrow Termination, a Dividend Event Termination or a Corporate Event Termination, the obligation of the Non-Defaulting Party or the Non-Affected Party (as the case may be) to make any payment or delivery of shares pursuant to the terms of this Letter Agreement will, at the option of the Non-Defaulting Party or the Non-Affected Party (as the case may be), terminate. The Non-Defaulting Party or the Non-Affected Party (as the case may be) in its sole discretion may immediately, upon notice to the Defaulting Party or as applicable the Affected Party (a “Termination Notice”), terminate this transaction by reducing the number of days in the Pricing Period, notwithstanding any other provision hereof, purchasing the Remaining Share Amount to cover its short position or adjusting any other term hereof, and may sell, liquidate, offset or take any other action with respect to any short position established or maintained by it in connection with this transaction. Following a Termination Notice, the Non-Defaulting Party or the Non-Affected Party (as the case may be) shall act in good faith and in a commercially reasonable manner (and in consultation with the other Party) and as soon as reasonably practicable to determine the amount that such party reasonably in good faith believes to be its total unreimbursed net losses and costs (or gain, in which case expressed as a negative number) in connection with this Letter Agreement (the “Loss”), it shall promptly notify the other Party of such Loss (the “Loss Notice”), and following the delivery of the Loss Notice the sole payment or delivery obligation hereunder shall be the obligation of the applicable party to pay the Loss to

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the other Party. Such computation shall include any out-of-pocket losses or gains (including but not limited to the difference between the Initial Share Price and the average price at which the shares are purchased during the Pricing Period (as such Pricing Period may be amended as a result of the operation of this Section X(a)) and loss or cost (or gain) incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. In addition to the foregoing, the Non-Defaulting Party or the Non-Affected Party may include in its determination of its Loss hereunder such losses and costs (or gains) in respect of any payment or delivery required to have been made on or before the relevant termination date.

     (b) If the Loss is positive, the Defaulting Party or Affected Party, upon delivery of a Loss Notice and a Termination Notice from the other Party, shall promptly pay or deliver to the other Party the amount of such Loss in accordance with paragraph (d) below.

     (c) If the Loss is negative, the Non-Defaulting Party or the Non-Affected Party, upon delivery of a Loss Notice and a Termination Notice to the other Party, shall promptly pay or deliver to the other Party the amount of such Loss in accordance with paragraph (d) below.

     (d) Notwithstanding the foregoing, if as a result of calculation of Loss pursuant to this Section X, the Company is either obligated to pay or entitled to receive the amount equal to such Loss, the Company shall have the right to elect, by delivery of written notice to Citibank not later than the Trading Day immediately following the delivery of the Loss Notice pursuant to paragraph (b) above, to satisfy its obligations to pay such Loss by delivering to Citibank, in lieu of cash, at the time determined by Citibank a number of shares of Common Stock in the amount determined by Citibank in its good faith discretion to equal such Loss, or to require Citibank to satisfy its obligation to pay such Loss by delivering to the Company a number of shares of Common Stock calculated as if such shares were Refund Shares; provided that the Company shall not have the right to elect to receive or deliver shares of Common Stock, and in such case the Loss shall be payable in cash, unless the representations and warranties made by the Company to Citibank in Section XVI are true and correct as of the date the Company makes such election, as if made on such date, and, in the case of shares to be delivered by the Company to Citibank, the Company agrees to and complies with either private placement or registered settlement procedures and valuation principles acceptable to and determined by Citibank.

     (e) In addition to the payments set forth in subsections (b) and (c) above, the Defaulting Party agrees to indemnify the Non-Defaulting Party from and against any reasonable expenses (including reasonable legal fees and other expenses of collection) it may incur as a result of any default by such party.

XI. Other Agreements

          (a) The parties acknowledge and agree that this Letter Agreement is not intended to convey to Citibank rights against the Company hereunder that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of the Company; provided, however, that nothing herein shall limit or shall be deemed to limit Citibank’s right to pursue remedies in the event of a breach by the Company of its obligations and agreements with respect to this Letter Agreement; and provided further that in pursuing a claim against the Company in the event of a bankruptcy, insolvency or dissolution with respect to Company, Citibank’s rights hereunder shall rank on a parity with the rights of a holder of shares of Common Stock enforcing similar rights under a contract involving shares of Common Stock.

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          (b) The Company agrees that the material terms of this transaction (and any other similar transactions), and the consequences of such transactions on the financial condition and results of operations of the Company, will be disclosed by the Company in accordance with all rules, regulations, accounting principles (including EITF Issue No. 00-19) and laws applicable to the Company in its periodic filings under the Exchange Act and its financial statements and notes thereto.

XII. Non-confidentiality

          Notwithstanding anything to the contrary herein, (i) Citibank acknowledges that this Letter Agreement may be intended to produce U.S. federal income tax benefits for the Company and (ii) the Company and Citibank hereby agree that (A) the Company is not obligated to Citibank to keep confidential from any and all persons or otherwise limit the use of any aspect of this Letter Agreement relating to the structure or tax aspects thereof, and (B) Citibank does not assert any claim of proprietary ownership in respect of any such aspect of this Letter Agreement.

XIII. Assignment and Transfer

          The rights and duties under this Letter Agreement may not be assigned or transferred by either party hereto without the prior written consent of the other party hereto; provided, however, that Citibank may assign its obligation to deliver Common Stock hereunder to any of its affiliates without the prior written consent of the Company. Upon any such assignment Citibank shall indemnify the Company from and against any loss, cost or expense relating to the failure of such affiliate to perform its delivery obligation.

XIV. Calculations

          To the extent any calculation, adjustment or determination is required to be made by Citibank hereunder, Citibank shall make any such calculation, adjustment, or determination in good faith.

XV. Representations of the Parties

Each party represents to the other party that:

          (a) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

          (b) Powers. It has the corporate or other organizational power to execute and deliver this Letter Agreement and to perform its obligations under this Letter Agreement and has taken all necessary action to authorize such execution, delivery and performance;

          (c) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

          (d) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Letter Agreement have been obtained and are in full force

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and effect and all conditions of any such consents have been complied with;

          (e) Obligations Binding. Its obligations under this Letter Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); and

          (f) Absence of Certain Events. No Event of Default (as defined in the Agreement) or event that, with the giving of notice or the passage of time or both, would constitute an Event of Default has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Letter Agreement.

XVI. Representations of the Company

The Company hereby represents on the Purchase Date that:

          (a) its financial condition is such that it has no need for liquidity with respect to its investment in the transactions contemplated by this Agreement and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness. Its investments in and liabilities in respect of such transactions, which it understands are not readily marketable, is not disproportionate to its net worth, and it is able to bear any loss in connection with such transactions, including the loss of its entire investment in such transactions;

          (b) it understands that Citibank has no obligation or intention to register the transactions contemplated by this Agreement under the Securities Act or any state securities law or other applicable federal securities law;

          (c) it understands that no obligations of Citibank to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Citibank or any governmental agency;

          (d) IT UNDERSTANDS THAT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE SUBJECT TO COMPLEX RISKS THAT MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS;

          (e) each of its filings under the Securities Act, the Exchange Act, or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements therein, taken as a whole with other filings, not misleading

          (f) it is not entering into this Letter Agreement on the basis of, and is not aware of, any material non-public information with respect to the Common Stock or in

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anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer;

          (g) it is not entering into any transaction to create, and will not engage in any other securities or derivatives transactions to create, actual or apparent trading activity in the Common Stock (or any security convertible into or exchangeable for Common Stock) or to raise or depress or to manipulate the price of the Common Stock (or any security convertible into or exchangeable for Common Stock);

          (h) it has not and will not directly or indirectly violate any applicable law, rule or regulation (including, without limitation, the Securities Act and the Exchange Act) in connection with the transactions contemplated by this Letter Agreement;

          (i) the transactions contemplated by this Letter Agreement and any repurchase of Common Stock by the Company in connection with such transactions are pursuant to a publicly announced share repurchase program that has been approved by its Board of Directors and any such repurchase has been or will when so required be publicly disclosed in its periodic filings under the Exchange Act and its financial statements and notes thereto;

          (j) it will not consolidate or merge with or into any person unless the surviving person is the Company or another person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all obligations of the Company hereunder;

          (k) neither the Company nor any agent acting for the Company has, within the four calendar weeks prior to the Purchase Date, entered into a purchase by or for itself or for any of its Affiliated Purchasers of a block of Common Stock (“Affiliated Purchaser” and “blocks” each as defined in Rule 10b-18);

          (l) the Company is not on the date hereof, and will not be during the term of the transactions contemplated by this Letter Agreement, engaged in a distribution, as such term is used in Regulation M under the Exchange Act, that would preclude purchases by the Seller of the Common Stock or cause the Seller to violate any law, rule or regulation with respect to such purchases;

          (m) it is not relying, and has not relied upon, Citibank with respect to the legal, accounting, tax or other implications of this Letter Agreement and that it has conducted its own analyses of the legal, accounting, tax and other implications of this Letter Agreement; and

          (n) it understands and acknowledges that Citibank and its affiliates may from time to time effect transactions for their own account or the account of customers and hold positions in securities or options on securities of the Company and that Citibank and its affiliates may continue to conduct such transactions during the Pricing Period and the Valuation Period.

XVII. Indemnification

     The Company agrees to indemnify and hold harmless Citibank, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (Citibank and each such person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may

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become subject, and relating to or arising out of the transaction contemplated by this Letter Agreement, and will reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the Company. The Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from Citibank’s breach of a material term of this Letter Agreement, willful misconduct or gross negligence. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then the Company shall contribute, to the maximum extent permitted by law (but only to the extent that such harm was not caused by Citibank’s breach of a material term of this Letter Agreement, willful misconduct or gross negligence), to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. The Company also agrees that no Indemnified Party shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of any matter referred to in this Letter Agreement except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the breach of a material term of this Letter Agreement, or the Indemnified Party’s gross negligence or willful misconduct. The provisions of this Section XVII shall survive completion of the transaction contemplated by this Letter Agreement and shall inure to the benefit of any permitted assignee of Citibank.

XVIII. Miscellaneous

          (a) No Collateral. Notwithstanding any provision of this Letter Agreement, or any other agreement between the parties, to the contrary, the obligations of the Company under this Letter Agreement are not secured by any collateral.

          (b) Waiver of Trial by Jury. EACH OF THE COMPANY AND CITIBANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF CITIBANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

          (c) Governing Law. THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW RULES THEREOF.

          (d) Submission to Jurisdiction. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

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XIX. Notices

     Unless otherwise specified, notices under this Letter Agreement may be made by telephone, to be confirmed in writing to the address below. Changes to the Notices must be made in writing.

(a)	If to the Company:
	AmerUs Group Co.
	699 Walnut Street
	Des Moines, Iowa 50309
	Attn.: Brenda Cushing
	Senior Vice President, Controller
	Telephone: (515) 362-3630
	Facsimile: (515) 362-3648
	e-mail: brenda.cushing@amerus.com
(b)	If to Citibank:
	Citibank, N.A.
	390 Greenwich Street
	New York, NY 10013
	Attn: Equity Derivatives
	Telephone: (212) 723-7357
	Facsimile: (212) 723-8328

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     Please confirm your agreement to the foregoing by signing and returning to us the enclosed duplicate of this Letter Agreement.

Very truly yours,

CITIBANK, N.A.

By:      /s/ Jason Shrednick

Name: Jason Shrednick, Director

Authorized Representative

Acknowledged and agreed to as of
the date first above written,

AmerUs Group Co.

By:     /s/ Brenda J. Cushing

Name:  Brenda J. Cushing

Title:   Senior Vice President and Controller

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EX-99.2

exv99w2

EX-99.3

EXHIBIT 99.3

FOR IMMEDIATE RELEASE	For more information, contact:
	Martin Ketelaar, Vice President,
	Investor Relations
	(515) 362-3693

AmerUs Group Declares Dividend on Preferred Stock

     DES MOINES, Iowa (May 4, 2006)—AmerUs Group Co. (NYSE:AMH), a leading producer of life insurance and annuity products, today announced its Board of Directors approved a quarterly dividend of $0.453125 per share for its 7.25% Series A non cumulative perpetual preferred stock (NYSE: AMH Pr) payable on June 15, 2006 to preferred shareholders of record on May 17, 2006.

     AmerUs Group Co. is located in Des Moines, Iowa, and is engaged through its subsidiaries in the business of marketing individual life insurance and annuity products in the United States. Its major subsidiaries include: AmerUs Life Insurance Company, American Investors Life Insurance Company, Inc., Bankers Life Insurance Company of New York and Indianapolis Life Insurance Company.

     As of March 31, 2006, AmerUs Group’s total assets were $24.7 billion and shareholders’ equity totaled $1.7 billion, including accumulated other comprehensive income.

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