AMERUS LIFE HOLDINGS INC, S-8 POS, 1997-08-26

AMERUS LIFE HOLDINGS INC
S-8 POS, 1997-08-26
LIFE INSURANCE

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<PAGE>

As filed with the Securities and Exchange Commission on August 25, 1997

REGISTRATION NO. 333-20907
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------

POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------

AMERUS LIFE HOLDINGS, INC.
(Exact name of registrant as specified in its Articles of Incorporation)

IOWA 42-1459712
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

418 SIXTH AVENUE
DES MOINES, IOWA 50309-2407
(515) 280-1331
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

ALL*AMERUS SAVINGS AND RETIREMENT PLAN
(Full title of plan)

JAMES A. SMALLENBERGER COPY TO:
SENIOR VICE PRESIDENT AND SECRETARY BRIAN J. FAHRNEY, ESQ.
AMERUS LIFE HOLDINGS, INC. SIDLEY & AUSTIN
418 SIXTH AVENUE ONE FIRST NATIONAL PLAZA
DES MOINES, IOWA 50309-2407 CHICAGO, ILLINOIS 60603
(515) 280-1331 (312) 853-7000
(Name, address and telephone number,
including area code, of agent for service)

REGISTRATION FEE(1)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount aggregate aggregate Amount of
registered registered offering price per share (1)(2) offering price(1) registration fee(1)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Class A Common Stock, no
par value . . . 100,000(1) N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The registration fee was paid in connection with the initial filing on Form
S-8 which was made on January 31, 1997.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.

<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
I of Form S-8.

PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by AmerUs Life Holdings, Inc. (the "Company") are
incorporated herein by reference and shall be deemed to be a part hereof:

(a) The Prospectus, dated January 28, 1997, and contained in the
Registration Statement on Form S-1 filed by the Company with the Commission (No.
333-12239).

(b) The description of the Company's Class A common stock, no par value
per share (the "Common Stock"), which is contained in the Registration Statement
on Form 8-A filed by the Company with the Commission on January 3, 1997,
including any subsequent amendment or any report filed for the purpose of
updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, after the date of this
Post-Effective Amendment No. 1 to the Registration Statement (the "Post-
Effective Amendment ") and prior to the filing of any subsequent post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold are deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

II-2

<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 851 and 856 of the Iowa Business Corporation Act ("IBCA") provide
that a corporation has the power to indemnify its directors and officers against
liabilities and expenses incurred by reason of such person serving in the
capacity of director or officer, if such person has acted in good faith and in a
manner reasonably believed by the individual to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe the individual's conduct was unlawful. The
foregoing indemnity provisions notwithstanding, in the case of actions brought
by or in the right of the corporation, no indemnification shall be made to such
director or officer with respect to any matter as to which such individual has
been adjudged to be liable to the corporation unless, and only to the extent
that, a court determines that indemnification is proper under the circumstances.

The Company's Articles of Incorporation provide that the Company shall
indemnify its directors to the fullest extent possible under the IBCA. The
Company's Bylaws extend the same indemnity to its officers. The Articles of
Incorporation provide that no director shall be liable to the Company or its
shareholders for monetary damages for breach of the individual's fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for any transaction in which the director derived an improper
personal benefit, or (iv) under the IBCA provisions relating to improper
distributions.

The Company maintains a directors' and officers' liability insurance policy
to insure against losses arising from claims made against its directors and
officers, subject to the limitations and conditions as set forth in the
policies. In addition, the Company has entered into indemnification agreements
with its directors and certain of its executive officers providing for the
indemnification of such persons as permitted by the Company's Articles of
Incorporation and Iowa law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The Company will submit the All*AmerUs Savings and Retirement Plan (the
"Plan") and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to qualify
the Plan.

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT

4(a) Amended and Restated Articles of Incorporation of the Company, (Exhibit
3.5 to the Company's Registration Statement on Form S-1 (No. 333-12239),
incorporated herein by reference).

4(b) By-Laws of the Company, (Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 333-12239), incorporated herein by
reference).

4(c) All*AmerUs Savings and Retirement Plan for Employees of AmerUs Life
Holdings, Inc., (Exhibit 4(c) to the Company's Registration
Statement on Form S-8 dated (No. 333-20905), incorporated herein by
reference).

4(d) Amendment No. 1 to All*AmerUs Savings and Retirement Plan for
Employees of AmerUs Life Holdings, Inc., (Exhibit 4(d) to the
Company's Registration Statement on Form S-8 (No. 333-20905),
incorporated herein by reference).

*4(e) Amendment No. 2 to All*AmerUs Savings and Retirement Plan for
Employees of AmerUs Life Holdings, Inc.

*5 Opinion of James A. Smallenberger, Esq. as to the legality of the
securities being registered.

*23(a) Consent of James A. Smallenberger, Esq. (included in his opinion filed
as Exhibit 5).

*23(b) Consent of KPMG Peat Marwick LLP.

*24 Powers of Attorney for Maureen M. Culhane and Ilene B. Jacobs.

_________________________
*Filed herewith.

II-3

<PAGE>

ITEM 9. UNDERTAKINGS

(a) The registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if this Registration Statement is on Form S-3 or Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remained unsold at the termination
of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to its registration statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of Des
Moines, Iowa on August 25, 1997.

AMERUS LIFE HOLDINGS, INC.

By: /s/ Roger K. Brooks
--------------------------------
Roger K. Brooks
Chairman, President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to its registration statement has been signed on
August 25, 1997 by the following persons in the capacities indicated.

SIGNATURE TITLE(S)

/s/ Roger K. Brooks Chairman, President and Chief Executive
----------------------------- Officer (principal executive officer)
Roger K. Brooks and Director

/s/ Michael E. Sproule Executive Vice President and Chief
----------------------------- Financial Officer (principal financial
Michael E. Sproule officer)

/s/ Michael G. Fraizer Senior Vice President and
----------------------------- Controller/Treasurer (principal
Michael g. Fraizer accounting officer)

II-5

<PAGE>

* Director
-----------------------------
John R. Albers

* Director
-----------------------------
Malcolm Candlish

* Director
-----------------------------
Maureen M. Culhane

* Director
-----------------------------
D T Doan

* Director
-----------------------------
Thomas F. Gaffney

* Director
-----------------------------
Ilene B. Jacobs

* Director
-----------------------------
Sam C. Kalainov

* Director
-----------------------------
John W. Norris, Jr.

* Director
-----------------------------
Jack C. Pester

* Director
-----------------------------
John A. Wing

* By: /s/ James A. Smallenberger
-----------------------------------
James A. Smallenberger
(Attorney in fact)

II-6

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the All*AmerUs Savings and Retirement
Plan, has duly caused this Post-Effective Amendment No. 1 to its registration
statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Des Moines, State of Iowa, on August 25, 1997.

All*AmerUs Savings and Retirement Plan

By: /s/ Victor N. Daley
---------------------------------------
Victor N. Daley, Chairman of the Benefit
and Pension Committee, as Plan
Administrator

II-7

<PAGE>

INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------- -----------------------

4(a) Amended and Restated Articles of Incorporation of the Company, (Exhibit
3.5 to the Company's Registration Statement on Form S-1 (No. 333-12239),
incorporated herein by reference).

4(b) By-Laws of the Company, (Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 333-12239), incorporated herein by
reference).

4(c) All*AmerUs Savings and Retirement Plan for Employees of AmerUs Life
Holdings, Inc., (Exhibit 4(c) to the Company's Registration
Statement on Form S-8 (No. 333-20905), incorporated herein by
reference).

*4(e) Amendment No. 2 to All*AmerUs Savings and Retirement Plan for
Employees of AmerUs Life Holdings, Inc.

*5 Opinion of James A. Smallenberger, Esq. as to the legality of the
securities being registered.

*23(a) Consent of James A. Smallenberger, Esq. (included in his opinion filed
as Exhibit 5).

*23(b) Consent of KPMG Peat Marwick LLP.

*24 Powers of Attorney for Maureen M. Culhane and Ilene B. Jacobs.

_________________________
*Filed herewith.

II-8

<PAGE>

AMENDMENT NUMBER TWO

ALL*AMERUS SAVINGS & RETIREMENT PLAN

FOR EMPLOYEES OF AMERUS LIFE HOLDINGS, INC.

WHEREAS, AmerUs Life Holdings, Inc., an Iowa corporation, (formerly
called American Mutual Life Insurance Company) (the "Company"), has heretofore
established and maintains a defined contribution plan for the benefit of certain
of its employees and certain employees of its affiliates designated as the
"All*AmerUs Savings & Retirement Plan for employees of AmerUs Life Holdings,
Inc." (the "Plan"); and

WHEREAS, the Company desires to amend the Plan in certain respects.

NOW, THEREFORE, the Plan is hereby amended, effective as of February
3, 1997 (except as otherwise stated), as follows:

1. The name "All*AmerUs Savings & Retirement Plan" is hereby substituted for
the name "All*AmerUs Savings & Retirement Plan for Employees of AmerUs Life
Holdings, Inc." in each place where the latter name appears in the Plan
except in Section 1.01(c) of the Plan.

2. The word "Participant" is substituted for the word "Member" in each place
where the latter word appears in the Plan except in Sections T.02, T.19,
10.02, 10.04(a)(1), 10.05, 10.06 and 10.08 of the Plan.

3. Section T.02 is amended by substituting the words "an Employer" for the
words "AmerUs Life Holdings, Inc." wherever the latter words appear
therein.

<PAGE>

4. Section T.04 is hereby deleted in its entirety and the remaining sections,
as well as applicable cross references, are appropriately renumbered.

5. Section T.08 is amended to delete the words "Life Holdings, Inc."

6. Section T.09 (as renumbered pursuant to paragraph 4 of this Amendment) is
amended in its entirety to read as follows:

"COMPANY. AmerUs Life Holdings, Inc., an Iowa corporation."

7. Paragraph (c) of Section T.10 (as renumbered pursuant to paragraph 4 of
this Amendment) is revised by inserting the phrase "sign-on bonuses,"
immediately preceding the phrase "long-term incentives" appearing therein,
and by amending the last paragraph thereof to read as follows:

"Compensation for any Plan Year shall not exceed $150,000, as adjusted
for increases in the cost of living by the Secretary of Treasury in
accordance with Code section 401(a)(17)(B)."

The remainder of such paragraph is deleted in its entirety.

8. Article T is amended by inserting the following new Section T.11
immediately after Section T.10 (as renumbered pursuant to paragraph 4 of
this Amendment) and the remaining sections, as well as any applicable cross
references, are appropriately renumbered:

"T.11. CORE CONTRIBUTIONS. Contributions made by an Employer
pursuant to Section 3.02(a)."

9. The following Sections (as renumbered pursuant to paragraphs 4 and 8 of
this Amendment) are hereby amended by substituting the words "an Employer"
or "Employer" for the words "the Company" or "Company" in each place where
the latter words appear in such Section: T.12, T.13, T.20, T.25, T.32,
2.03, 3.02, 3.05, 3.06, 5.01, the last

<PAGE>

sentence of Section 5.06(a), the third sentence of Section 5.06(b)(2),
6.01, 6.09, 7.02, 8.02, 9.02, 12.04, 15.01.

10. Paragraph (c) of Section T.13 is amended by deleting the words "business
unit" and inserting the words "an Affiliated Company" in lieu thereof.

11. Section T.16 is amended in its entirety to read as follows:

"EMPLOYEE. An individual whose relationship with an Employer is,
under the common law of ERISA, that of an employee."

12. Article T is amended by inserting the following new Section T.17
immediately after Section T.16 (as renumbered pursuant to paragraphs 4 and
8 of this Amendment) and the remaining Sections and any applicable cross
references are appropriately renumbered:

"T.17 EMPLOYER. The Company, any Affiliated Company which, with the
Board's approval, adopts the Plan pursuant to Section 14.01, or any
organization that is not an Affiliated Company with respect to the
Company which adopts the Plan in accordance with Section 14.03."

13. Effective January 1, 1997, Section T.19 (as renumbered pursuant to
paragraphs 4, 8 and 12 of this Amendment) is amended in its entirety to
read as follows:

"T.19 HIGHLY COMPENSATED. An Employee is Highly Compensated for a Plan
Year if such Employee:

(a) is a 5%-owner (as defined in Section 416(i)(1) of the Code) of an
Employer or an Affiliated Company at any time during the Plan Year or
the preceding Plan Year; or

(b) is paid Compensation by an Employer or an Affiliated Company for the
preceding Plan Year in excess of $80,000 (as adjusted for increases in
the cost of living in accordance with Section 414(q)(1)(B)(ii) of the
Code). If the Committee so elects for a Plan Year, the Employees
taken into account under this paragraph (b) shall be limited to those
Employees who were members of the top-paid group (as defined in Code
Section 414(q)(3)) for the preceding Plan Year."

<PAGE>

14. Paragraph (a) of Section T.20 (as renumbered pursuant to paragraphs 4, 8
and 12 of this Amendment) is revised by substituting the words "an
Employee" for "he" where the latter appears therein, and by adding the word
"; and" to the end of paragraph (3) and by adding the following paragraph
immediately thereafter:

"(4) normally scheduled to work during a period when the Employee is
absent from employment with an Employer for voluntary or involuntary
military service with the armed forces of the United States, provided
that such Employee returns to work within 90 days after his discharge
date or within which such longer period of time as may be prescribed
by USERRA."

15. Section T.20 (as renumbered pursuant to paragraphs 4, 8 and 12 of this
Amendment) (defining Intern) is deleted in its entirety.

16. The last sentence of Section T.28 (as renumbered pursuant to paragraphs 4,
8 and 12 of this Amendment) is hereby deleted in its entirety.

17. Section T.32 (as renumbered pursuant to paragraphs 4, 8 and 12 of this
Amendment) is amended by deleting the phrase "a business unit of."

18. Section T.36 (as renumbered pursuant to paragraphs 4, 8 and 12 of this
Amendment) is amended in its entirety to read as follows:

"T.36 TRUST AGREEMENT. An agreement entered into by the Company
and one or more Trustees to govern the Trust Fund, which
agreement may provide for holding funds under any other plan
maintained by an Employer or an Affiliated Company."

19. Section T.38 (as renumbered pursuant to paragraphs 4, 8 and 12 of this
Amendment) is amended in its entirety to read as follows:

"T.38 TRUSTEE. The person, corporation, association or a
combination of them who shall act as trustee of the Trust Fund
and any successors and substitutes."

<PAGE>

20. Section 1.01 is amended by adding at the end of the second paragraph the
phrase "and the subsequent merger, effective February 3, 1997, of plan (2)
into plan (1)," and by adding at the end of such Section, the following
phrase: "SURVIVING PLAN. All*AmerUs Savings & Retirement Plan, EIN 42-
1459712, PN 102".

21. Section 1.03 is deleted in its entirety and the remaining section is
appropriately renumbered.

22. Section 2.01 is amended in its entirety to read as follows:

"2.01 EMPLOYEES ELIGIBLE TO PARTICIPATE. Every Eligible Employee is
eligible to participate in the Plan. For purposes of this Plan, an
Eligible Employee is an Employee, excluding:

(a) Any Employee, the terms of whose employment are subject
to a collective bargaining agreement, unless the collective
bargaining agreement specifically provides for participation in
this Plan;

(b) A nonresident alien;

(d) A seasonal or part-time Employee or an intern who is
scheduled to work fewer than 20 hours per week, unless such
Employee has earned 1,000 Hours of Service during (1) the one-
year period which commences on his Date of Employment, or (2) any
Plan Year subsequent to the Employee's Date of Employment; or

(e) An individual who performs services for an Employer
pursuant to an agreement (written or oral) that classifies such
individual as an independent contractor or as an employee of
another entity or that otherwise contains a waiver of
participation in this Plan, regardless of such individual's
employment status under common law."

23. Section 2.05 is amended in its entirety to read as follows:

<PAGE>

"2.05 LEASED EMPLOYEES. If an individual who performed services as a
leased employee (within the meaning of section 414(n)(2) of the Code)
of an Employer or an Affiliated Company becomes an Employee, or if an
Employee becomes such a leased employee, then any period during which
such services were so performed shall be taken into account solely for
the purposes of determining whether and when such individual is
eligible to participate in the Plan under this Article 2 and measuring
such individual's Period of Service to the same extent it would have
been had such service been as an Employee. This Section shall not
apply to any period of service during which such a leased employee was
covered by a plan described in section 414(n)(5) of the Code."

24. Paragraphs (a), (b), (c) and (d) of Section 3.02 are amended to read as
follows:

"3.02 EMPLOYER CONTRIBUTIONS."

(a) Core Contributions. Each Plan Year each Employer shall
contribute, on behalf of each of its Employees who are Qualified
Participants (as such term is defined in paragraph (e) hereof),
4% of such Qualified Participant's Compensation as of the end of
the Plan Year.

(b) Matching Contributions.

(1) Each Employer shall contribute, on behalf of each
of its Employees who is a Participant, a Matching
Contribution equal to 125% of such Participant's Pretax
Contributions, to the extent the Participant's Pretax
Contributions do not exceed 4% of Compensation.

(2) Matching Contributions shall be made each pay
period to the Matching Account of each Participant who has
made Pretax Contributions during the pay period.

(c) Profit-Sharing Contributions. Each Employer may elect
to make a Profit-Sharing Contribution to be allocated among its
Qualified Participants in such amount as its board of directors
may determine.

(d) Interim Benefit Supplement. Each Plan Year, each
Employer shall contribute, on behalf of each Qualified
Participant who was an active participant (as of December 31,
1995) in a defined benefit plan described in Appendix B, an
amount equal to the Supplemental Percentage multiplied by the
Participant's Compensation. The Interim Benefit Supplement
payable to any Participant's Supplemental Account during the Plan
Year

<PAGE>

shall be reduced by the Profit-Sharing Contribution (if any)
which is allocable to that Participant's Profit-Sharing Account
for the Plan Year. This contribution shall be made as of the end
of each Plan Year.

25. The first sentence of Section 3.06(a) is amended in its entirety to read as
follows:

"(a) The maximum Pretax Contribution a Participant may make in a
calendar year (when combined with any other such contributions made to
any other plan containing a cash or deferred arrangement sponsored by
an Employer or Affiliated Company) is specified in Code section
402(g)(1)."

26. Effective January 1, 1997, Section 3.06(b) is amended in its entirety to
read as follows:

"(b) As of the end of a Plan Year (or more frequently, if determined by
the Committee), the Committee shall determine if the limitations imposed by
this Article 3 are sufficient or if contributions must be forfeited,
distributed, or allocated to a suspense account, in the order provided
below:

(1) First, the Committee shall determine if Pretax Contributions
in excess of the Code section 402(g)(1) limit have been made to the Plan.
If so, the excess deferral shall be returned to the Participant who made
it. The Committee shall endeavor to make a correcting distribution by the
April 15 following the year in which such excess deferral was made.

(2) Second, the Committee shall determine whether the actual
deferral percentage ("ADP") test set forth in Treas. Reg. section 1.401(k)-
1(b) (the "ADP Test") has been met for the Plan Year. If not, the
Committee shall reduce the Pretax Contributions made on behalf of Highly
Compensated Participants, beginning with such Participant with the highest
amount of Pretax Contributions for such Plan Year until such contributions
equal the greater of (i) the largest amount such that the ADP Test shall be
satisfied and (ii) the next highest amount of Pretax Contributions made for
such Plan Year by any other Highly Compensated Participant. If further
reductions are necessary, then such Pretax Contributions made on behalf of
each Highly Compensated Participant with the highest amount of Pretax
Contributions for such Plan Year (determined after the reduction described
in the preceding sentence) shall be reduced in accordance with the
preceding sentence. Such reductions shall continue to be made until the
ADP Test is satisfied.

(3) Third, the Committee shall determine whether the actual
contribution percentage ("ACP") test in Reg. section 1.401(m)-1(b) (the
"ACP Test") has been met for the Plan Year. If not, the Committee shall
reduce the Matching Contributions made on behalf of Highly Compensated
Participants, beginning with such

<PAGE>

Participant with the highest amount of Matching Contributions for such
Plan Year until such contributions equal the greater of (i) the largest
amount such that the ACP Test shall be satisfied and (ii) the next
highest amount of Matching Contributions made for such Plan Year on
behalf of any other Highly Compensated Participant. If further
reductions are necessary, then Matching Contributions made on behalf of
each Highly Compensated Participant with the highest amount of Matching
Contributions for such Plan Year (determined after the reduction
described in the preceding sentence) shall be reduced in accordance with
the preceding sentence. Such reductions shall continue to be made until
the ACP Test is satisfied.

(4) Fourth, the Committee shall determine whether the multiple
use test ("MUT") in Reg. section 1.401(m)-2(b) is met for the Plan Year.
If not, the Committee shall reduce the actual contribution percentage for
Highly Compensated Participants, in accordance with Section 3.06(b)(4).

(5) Fifth, the Committee shall determine whether contributions
to the Plan have been made which exceed the limitations of Code sections
415(c) and (e). The Committee shall use W-2 compensation (as defined in
Reg. section 1.415-2(d)(11)(i)) in making this determination. If, as a
result of the allocation of forfeitures, a reasonable error in determining
the Participant's W-2 compensation, or a reasonable error in determining
the Participant's maximum Pretax Contributions, the annual addition to a
Participant's Account exceeds the maximum permitted, such excess annual
addition shall be distributed from the Participant's Pretax Account.

(6) Sixth, any Matching Contribution made on behalf of a
Participant, based on a Pretax Contribution returned to the Participant and
not distributed or forfeited in accordance with Section 3.06(b)(4), shall
be forfeited and applied to reduce Employer contributions under the Plan.

The Committee shall distribute any excess Pretax Contributions to each
Participant. The Committee shall also distribute to each vested
Participant the portion of the reductions applicable to the excess Matching
Contributions related thereto. Any excess Matching Contributions made on
behalf of non-vested Participants shall be forfeited. All distributions to
Participants pursuant to this paragraph (b) shall be adjusted for any
earnings, gains or losses allocable to such amounts and shall be made no
later than the last day of the subsequent Plan Year for which such
adjustment is made. The amount of reductions distributed to a Participant
pursuant to subsection (3) shall be reduced by any Pretax Contributions
previously distributed to such Participant pursuant to paragraph (1) in
order to comply with the limitations of Section 402(g) of the Code. The
unadjusted amount of any reductions so distributed shall be treated as an
annual addition for purposes of paragraph (2).

27. Section 3.07 is amended to read as follows:

<PAGE>

"3.07. REEMPLOYMENT OF VETERANS. The provisions of this Section shall
apply in the case of the reemployment by an Employer of an Eligible
Employee, within the period prescribed by USERRA, after the Employee's
completion of a period of qualified military service (as defined in
Code Section 414(u)(5)). The provisions of this Section are intended
to comply with the requirements of USERRA and Section 414(u) of the
Code, and shall be interpreted in accordance with such intent.

(a) MAKE UP OF CORE CONTRIBUTIONS, PROFIT SHARING
CONTRIBUTIONS AND INTERIM BENEFIT SUPPLEMENT. Such Employee
shall receive the Core and Profit Sharing Contributions and the
Interim Benefit Supplement, if any, which the Employee would have
received if the Employee had continued in employment with his
Employer during such period of qualified military service. Such
Employee shall be deemed to have earned "Compensation" from his
Employer during such period of qualified military service for
this purpose in the amount prescribed by Code Sections
414(u)(2)(B) and 414(u)(7).

(b) MAKE UP OF PRETAX CONTRIBUTIONS. Such Employee shall
have the right to make contributions under the Plan ("Make Up
Deferrals"), in addition to any Pretax Contributions which the
Employee elects to have made under the Plan pursuant to Section
3.01. From time to time while employed by an Employer, such
Employee may elect to make such Make Up Deferrals during the
period beginning on the date of such Employee's reemployment and
ending on the earlier of:

(i) the end of the period equal to the product of
three and such Employee's period of qualified military
service, and

(ii) the fifth anniversary of the date of such
reemployment.

Such Employee shall not be permitted to contribute Make Up
Deferrals to the Plan in excess of the amount which the Employee
could have elected to have made under the Plan in the form of
Pretax Contributions if the Employee had continued in employment
with his Employer during such period of qualified military
service. Such Employee shall be deemed to have earned
"Compensation" from his Employer during such period of qualified
military service for this purpose in the amount prescribed by
Code Sections 414(u)(2)(B) and 414(u)(7). The manner in which an
Eligible Employee may elect to Make Up Deferrals pursuant to this
subsection (b) shall be prescribed by the Committee.

<PAGE>

(c) MAKE UP OF MATCHING CONTRIBUTIONS. An Eligible
Employee who makes Make Up Deferrals as described in
subsection (b) shall be entitled to an allocation of matching
contributions ("Make Up Matching Contributions") in an amount
equal to the amount of Matching Contributions which would have
been allocated to the Account of such Eligible Employee under
the Plan if such Make Up Deferrals had been made in the form
of Pretax Contributions during the period of such Employee's
qualified military service (as determined pursuant to Code
Section 414(u)). The amounts necessary to make such allocation
of Make Up Matching Contributions shall be derived from
Forfeitures not yet applied towards Matching Contributions for
the Plan Year in which the Make Up Deferrals are made, and if
such Forfeitures are not sufficient for this purpose, then the
Eligible Employee's Employer shall make a special contribution
which shall be utilized solely for purposes of such allocation.

Any contributions made by an Eligible Employee or an Employer pursuant
to this Section on account of a period of qualified military service
in a prior Plan Year shall not be subject to the limitations
prescribed by Sections 3.04 and 3.06 of the Plan (relating to Sections
402(g) and 415 of the Code) for the Plan Year in which such
contributions are made. The Plan shall not be treated as failing to
satisfy the nondiscrimination rules of Section 3.06 of the Plan
(relating to Sections 401(k)(3) and 401(m) of the Code) for any Plan
Year solely on account of any make up contributions made by an
Eligible Employee or an Employer pursuant to this Section."

28. The word "Core" shall be substituted for the word "Basic" in each place
where the latter appears in the Plan.

29. The third paragraph of Section 5.01 is hereby amended to read as follows:

"A Participant's contributions and existing Account may be allocated
among the various Investment Options in any proportion, so long as
whole percentages are used; provided, however, that no more than 50%
of a Participant's Account balance shall be invested in Company
Stock.";

and the fourth paragraph of such Section is amended by deleting the phrase
"forfeit his right to future Company contributions and".

<PAGE>

30. The first sentence of Section 6.01 is amended by deleting the phrase "the
Company and" and inserting the phrase "an Employer or one of" in lieu
thereof.

31. The third paragraph of Section 6.02 is amended by substituting the name
"AmerUs Life Insurance Company" for the name "AmerUs Life Holdings, Inc."
where the latter appears therein.

32. Effective January 1, 1997, the first paragraph of Section 6.04(b) is
amended to read as follows:

"Notwithstanding any provision of this Plan to the contrary, if a
Participant is a 5%-owner (as defined in section 416(i)(1)(B)(i) of
the Code) at any time during the calendar year in which such
Participant attains age 70 1/2, he shall receive a minimum
distribution on that April 1, and shall receive a minimum distribution
on each subsequent December 31, until he terminates employment. After
termination of employment, the remainder of the Participant's Account
shall be paid in accordance with Section 6.04(a)."

33. Section 6.05(a) is amended by deleting the phrase ", if he has elected a
life annuity as described in Section 6.03(e)".

34. Subsection (3) of Section 6.06(a) is revised by inserting the words
"Employer or" immediately preceding the words "Affiliated Company" therein.

35. The words "Interim Benefit Supplements" shall be substituted for the words
"Supplemental Contributions" in each place where the latter appears in the
Plan.

36. Section 8.06 is amended by inserting the following sentence at the end
thereof:

"Furthermore, loan repayments under this Plan may be suspended with
respect to a Participant in military service to the extent required by
USERRA and in accordance with Section 414(u) of the Code."

<PAGE>

37. Section 9.02(a)(5) is amended by inserting the words "employment with"
immediately following the words "and he returns to" therein.

38. The first sentence of Section 10.07 is hereby amended to read as follows:

"The expenses of administering the Plan and the compensation of all
employees, agents, counsel, or advisors of the Committee, including
the Trustee's fees, shall be paid from the Trust Fund to the extent
such expenses are not paid by the Company. In determining whether to
pay Plan expenses, the Company acts in a corporate and not a fiduciary
capacity."

39. Section 10.08 is amended by deleting the phrase "The Company agrees" and
inserting the phrase "The Employers joint and severally agree" in lieu
thereof.

40. The last sentence of Section 11.02 is amended in its entirety to read as
follows:

"Distributions of Pretax Accounts to a Participant employed by
any Employer shall commence only if a successor defined
contribution plan, as defined in Reg. section 1.401(k)-1(d)(3),
has not been established by such Employer."

41. Article 11 and Sections 12.01 and 15.05 are amended by substituting the
words "the Company" for the phrase "AmerUs Life Holdings, Inc." wherever
the latter appears therein.

42. Section 12.02 is amended by inserting the word "individuals" immediately
following the phrase "One or more" therein.

43. Paragraphs (a), (b) and (c) of Section 12.04 are hereby revised to read as
follows:

"12.04 REFUND OF CERTAIN EMPLOYER CONTRIBUTIONS. Notwithstanding
anything to the contrary:

(a) Any contribution made to the Plan by the Employers due
to a mistake of fact shall be returned to such Employer as soon
as

<PAGE>

practicably possible following discovery of the mistake, but
not later than one year after the payment of the contribution;

(b) All contributions made to the Plan by the Employers are
conditioned upon initial qualification of the Plan under the Code
and, if the Plan receives an adverse determination with respect
to its initial qualification, then all contributions shall be
returned to the appropriate Employer within one year after such
determination, but only if application for the determination is
made by the time prescribed by law for filing the Company's
return for the taxable year in which the Plan was adopted, or
such later date as the Secretary of the Treasury may prescribe;
and

(c) Each contribution made to the Plan by the Employers is
conditioned upon the deductibility of the contribution under
section 404 of the Code and, to the extent the deduction is
disallowed, the contribution shall be returned to the appropriate
Employer (to the extent disallowed), as soon as practicably
possible following disallowance of the deduction, but not later
than one year after disallowance."

44. The last sentence of Section 12.04 is revised to read as follows:

"In the case of a reversion as described in Section 12.04(b), the
entire assets of the Plan attributable to Employer Contributions shall
be returned to the appropriate Employer."

45. The following new Article 14 is inserted and the remaining Article and
Sections (and any applicable cross references) are appropriately
renumbered:

"ARTICLE 14: ADOPTION AND WITHDRAWAL FROM PLAN

14.01 PROCEDURE FOR ADOPTION. Any Employer and certain unrelated
companies (as provided in Section 14.03) may adopt the Plan for the
benefit of their Employees as of a date specified. No such adoption
shall be effective until such adoption has been approved by the
Committee. Notwithstanding any term or provision of the Plan to the
contrary (including, but not limited to, terms and conditions
concerning Service, Compensation and amount of retirement benefits),
the terms and provisions as may be imposed with respect to such
Employer and its Employees in an applicable supplement or appendix to
the Plan shall govern. Any Employer who adopts the Plan in accordance
with this Section or Section 14.03

<PAGE>

agrees to be bound by all the terms, provisions, conditions and
limitations of the Plan and the accompanying Trust Agreement which
are pertinent to any entity defined as an "Employer" in the Plan
with respect to its Eligible Employees under the Plan. Such
Employer further agrees that the Committee shall act for the
Employer and its Eligible Employees under the provisions of the
Plan. Such Employer further agrees to furnish from time to time
such information with reference to its Eligible Employees as may be
required by the Committee.

14.02 PROCEDURE FOR WITHDRAWAL. Any Employer (other than the Company)
may, subject to such conditions as may be imposed by the Company,
terminate its adoption of the Plan. Upon discontinuance of an
Employer's participation in the Plan, the Trustee shall cause a
determination to be made of the equitable part of the Plan assets held
on account of Participants of the withdrawing Employer and their
Beneficiaries. The Committee shall direct the Trustee to transfer
assets representing such equitable part to a separate fund for the
plan of the withdrawing Employer. Such withdrawing Employer may
thereafter exercise, in respect of such separate fund, all the rights
and powers reserved to the Company with respect to Plan assets. The
plan of the withdrawing Employer shall, until amended by the
withdrawing Employer, continue with the same terms as the Plan herein,
except that with respect to the separate plan of the withdrawing
Employer the words "Employer," "Employers," and "Company" shall
thereafter be considered to refer only to the withdrawing Employer.
Any discontinuance of participation by an Employer shall be effected
in such manner that each Participant or Beneficiary would (if the Plan
and the plan of the withdrawing Employer then terminated) receive a
benefit immediately after such discontinuance of participation which
is equal to or greater than the benefit he or she would have been
entitled to receive immediately before such discontinuance of
participation if the Plan had then terminated. No transfer of assets
pursuant to this section shall be effected until such statements with
respect thereto, if any, required by ERISA to be filed in advance
thereof have been filed.

14.03 ADOPTION OF PLAN BY UNRELATED EMPLOYERS. The Company may
authorize companies that are not Affiliated Companies with respect to
the Company to adopt the Plan. Such authorization may extend to an
individual company or to a group of related companies. Any such
company that is authorized to adopt the Plan for the benefit of its
employees shall do so in accordance with Section 14.1. For purposes
of such adoption and for purposes of its participation in the Plan,
any such company shall be deemed to be an "Employer" hereunder and
shall be subject to all terms of the Plan applicable to an Employer."

46. The previous Appendices A-D are replaced by Appendices
A-I attached hereto.

<PAGE>

IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its duly authorized Officers on this 25th day of August, 1997.

AMERUS LIFE HOLDINGS, INC.

By: /s/ Victor N. Daley
------------------------
Victor N. Daley

Title: AmerUs Benefit and Pension Committee

ATTEST:

By: /s/ Joseph K. Haggerty
---------------------------
Title: Senior Vice President
and General Counsel

<PAGE>

ALL*AMERUS SAVINGS & RETIREMENT PLAN

APPENDIX A: ADOPTING COMPANIES

1. AmerUs Life Holdings, Inc.

2. AmerUs Life Insurance Company

3. AmerUs Group, Co.

4. AmerUs Bank

5. AmerUs Mortgage, Inc.

6. AmerUs Investment Services

7. AmerUs Insurance, Inc.

8. Iowa Realty, Inc.

9. IMO Co., Inc. d/b/a Carol Jones, Realtors

10. Midland Escrow Services, Inc.

11. First Realty, Ltd.

12. Edina Realty Mortgage, formerly known as First Edina Mortgage L.L.C.

13. AmerUs Properties

14. Iowa Realty Commercial

15. Iowa Title

A-1

<PAGE>

ALL*AMERUS SAVINGS & RETIREMENT PLAN

APPENDIX B: CALCULATION OF SUPPLEMENTAL PERCENTAGE

Each Participant who was an active participant in the American Mutual Life
Insurance Company Pension Plan, as amended and restated effective December 31,
1995, (the "DB Plan") on December 31, 1995, may receive an Interim Benefit
Supplement. A Participant's annual Interim Benefit Supplement is the product of
the Participant's Supplemental Percentage as determined below and the
Participant's Compensation as determined in this Plan.

The actuarial assumptions for determining the Supplemental Percentage are
as follows:

(a) Compensation is projected using a 4.5% salary scale;

(b) The taxable wage base is assumed to increase 4.0% per year;

(d) Conversion of a DC Plan account balance at age 65 to an annual benefit
is accomplished by using the 1983 GAM mortality table (50% male/50% female) and
8% interest; and

(e) Conversion of a DB Plan benefit to a single sum is accomplished using
the 1983 GAM mortality table (50% male/50% female), and the annual interest rate
on 30-year Treasury securities for August 1995 (6.86%).

The procedure for determining the Supplemental Percentage is as follows:

FIRST STEP. The first step is to determine the retirement benefit that a
Participant would have received had the DB Plan (and any nonqualified plan of
deferred compensation) covering that Participant not been frozen on December 31,
1995, and had the American Mutual and Central Life defined contribution plans
which covered that Participant on December 31, 1995 ("DC Plans") remained in
effect. This calculation is made as follows:

(a) The Participant's Compensation at age 64 is projected;

(b) The amount of annual retirement income the Participant would have
received as a life annuity beginning at age 65 from the DB Plan, the DC Plans,
and nonqualified plans of deferred compensation covering the Participant is
determined by assuming the Participant remained covered under those plans until
age 65, and assuming further that the provisions of such plans remained
unchanged until the Participant's 65th birthday. For this purpose, it is
assumed that a Participant covered under the American Mutual Plans described in
Appendix D would receive a Company

B-1

<PAGE>

contribution equal to 4.5% of Compensation for each Plan Year until the
Participant's 65th birthday, and Participants covered under the Central Life
Plans described in Appendix C would receive an Employer contribution equal to
3.0% of Compensation until the Participant's 65th birthday.

SECOND STEP. The second step is to determine the retirement benefit that a
Participant would receive under this Plan, the frozen DB Plan which covered him
and any nonqualified plan of deferred compensation, if there were no Interim
Benefit Supplement. This calculation is made as follows:

(a) The amount of annual retirement income the Participant would have
received as a life annuity beginning at age 65 is determined, assuming that he
received Employer contributions equal to 9.0% of Compensation to his Accounts
under this Plan beginning on January 1, 1996, and ending on the Participant's
65th birthday.

(b) The amount of annual retirement income the Participant would have
received from a life annuity beginning at age 65 is determined, assuming that he
had transferred the single-sum value of his accrued benefit under the DB Plan to
this Plan, transferred any "defined benefit" nonqualified plan balance to a
nonqualified defined contribution plan and had not made withdrawals from the
account holding such transferred amount.

THIRD STEP. The third step is to determine the Supplemental Percentage.
This calculation is performed as follows:

(a) The result of the Second Step is subtracted from the First Step. If
the result is 0 or less, the Supplemental Percentage is 0.

(b) If (a) is greater than 0, the percentage of age 64 Compensation that
is provided by a 1% Supplemental Percentage is determined.

B-2

<PAGE>

ALL*AMERUS SAVINGS & RETIREMENT PLAN

APPENDIX C: CENTRAL LIFE PLAN

C.01 BACKGROUND. Prior to January 1, 1996, certain Plan Participants were
covered by the American Mutual Life Insurance Company Flexible Savings Plan
("Central Life Plan"). The accounts Participants had under the Central Life
Plan have been transferred to this Plan. This Appendix contains special rules
that apply to Participants who were participants in the Central Life Plan.

C.02 SERVICE. Years of service credited under the Central Life Plan as of
December 31, 1995, shall be credited under this Plan.

C.03 ACCOUNTS. Accounts transferred from the Central Life Plan shall be
administered under this Plan as follows:

(a) A Participant's Central Life Plan Salary Reduction Account shall be
treated in the same manner as a Pretax Account;

(b) A Participant's Central Life Plan Matching Account shall be treated in
the same manner as a Matching Account;

(c) A Participant's Central Life Plan Profit-Sharing Account shall be
treated in the same manner as a Profit-Sharing Account; and

(d) A Participant's Central Life Plan Rollover Account shall be treated in
the same manner as a Rollover Account.

C.04 INVESTMENT OPTIONS. Funds invested in the options available under the
Central Life Plan may remain invested in those options. However, any change in
investments is restricted to those options available under the Plan.

C-1

<PAGE>

ALL*AMERUS SAVINGS & RETIREMENT PLAN

APPENDIX D: AMERICAN MUTUAL PLANS

D.01 BACKGROUND. Prior to January 1, 1996, certain Plan Participants were
covered by the American Mutual Life Insurance Company Employee's Savings Plus
Plan and the American Mutual Life Insurance Company Employee's Progress Sharing
Plan ("American Mutual Plans"). The accounts Participants had under the
American Mutual Plans have been transferred to this Plan. This Appendix
contains special rules that apply to Participants who were participants in the
American Mutual Plans.

D.02 SERVICE. Periods of employment which constitute years of Service under the
American Mutual Plans shall be credited under this Plan. However, there shall
be no double service credit for any single period of employment.

D.03 ACCOUNTS. Accounts transferred from the American Mutual Plans shall be
administered under this Plan as follows:

(a) A Participant's Employer Contribution Account under the Savings Plus
Plan shall be treated in the same manner as a Pretax Account;

(b) A Participant's Employer Contribution Account under the Progress
Sharing Plan shall be treated in the same manner as a Profit-Sharing Account;

(c) A Participant's Employee Rollover Contribution Account under the
Savings Plus Plan shall be treated in the same manner as a Rollover Account.

(d) A Participant's Employee After-Tax Account under the Savings Plus Plan
shall be maintained as a separate subaccount under this Plan. A Participant
always shall be 100% vested in that subaccount, and may make withdrawals from
this subaccount at any time. However, a Participant shall not be permitted to
repay amounts withdrawn from the subaccount.

D.04 INVESTMENT OPTIONS. Funds invested in the options available under the
American Mutual Plans may remain invested in those options. However, any change
in investments is restricted to those options available under the Plan.

D-1

<PAGE>

ALL*AMERUS SAVINGS & RETIREMENT PLAN

APPENDIX E: IOWA REALTY PLANS

E.01 BACKGROUND. Prior to January 1, 1996, some Plan Participants were
covered by the Iowa Realty Company, Inc. Profit Sharing Plan, the Iowa Realty
Company, Inc. Money Purchase Pension Plan, and the Iowa Realty Co., Inc.
Employee's 401(k) Savings Plan ("Iowa Realty Plans"). Participants' accounts
under the Iowa Realty Plans ("Iowa Realty Accounts") have been transferred to
this Plan. This Appendix contains special rules that apply to Participants who
were participants in the Iowa Realty Plans. Section references are to this
Plan.

E.02 ACCOUNTS. Iowa Realty Accounts shall be administered as follows,
except as otherwise provided in this Appendix E:

(a) A Participant's Elective Deferral Contribution Account under
the Iowa Realty 401(k) Plan shall be treated like a Pretax Account (under this
Plan);

(b) A Participant's Discretionary Contribution Account under the
Iowa Realty Profit Sharing Plan shall be treated like a Profit-Sharing Account;

(c) A Participant's Rollover Contribution Accounts under the
Iowa Realty 401(k) and Profit Sharing Plans shall be treated like a Rollover
Account; and

(d) A Participant's Account under the Iowa Realty Money Purchase
Pension Plan shall be maintained as a separate subaccount ("Pension Account")
under this Plan. The following rules shall apply to this Pension Account:

(1) No distributions may be made from the Pension Account
before a Participant's termination of employment or death, unless distributions
are required under Section 6.04(b); and

(2) Distribution of the Participant's Pension Account after
his death shall be made in the form described in Section 6.05(a), even if the
Participant had not elected a life annuity described in Section 6.03(e).

E.03 INVESTMENT SELECTIONS. Accounts from the Iowa Realty Plans may
remain invested as before. However, any change is restricted to Investment
Options available under this Plan.

E.04 ADDITIONAL FORMS OF BENEFIT. A Participant may designate that
his Iowa Realty Accounts shall be payable in any of the forms described in
Section 6.02, or in one of the following: single life annuities of five, ten, or
fifteen years; survivorship life annuities with installment refund and survivor
percentages of 50, 66-2/3, or 100; fixed period annuities for any period of
whole months which is not less than 60 and does not exceed the life expectancy
of the Participant and his Beneficiary.

The annuity provider shall be selected by the Participant as
provided in Section 6.02.

E-1

<PAGE>

Elections under this Section E.04 shall require spousal consent.

E.05 REPAYMENT OF DISTRIBUTIONS. Notwithstanding Section 6.09, a
Participant described in Section E.01, who has forfeited a portion of his
Employer-derived Account and returns to the employ of an Employer (or Affiliated
Company), shall have his Employer-derived Account balance restored no later
than:

(a) The date specified in Section 6.09; or

(b) The close of the Break Period specified in Section E.07(b).

E.06 VESTING. Any Employee who was previously covered under the Iowa
Realty Profit Sharing Plan or the Iowa Realty Money Purchase Plan or both on
December 31, 1995 will become fully vested on January 1, 1996 in the balance of
his or her Account attributable to participation in either the Iowa Realty
Profit Sharing Plan or the Iowa Realty Money Purchase Plan.

E.07 YEARS OF SERVICE. Periods of employment which constitute years
of Service under the Iowa Realty Plans shall be credited under this Plan for all
purposes. However, there shall be no duplicate service credit for any single
period of employment.

For purposes of Section E.06, the following rules shall apply,
notwithstanding anything in Article 9 or Article T to the contrary:

(a) A Participant shall receive credit for a "Year of Service",
if he earns 1,000 Hours of Service during a Plan Year. If the Participant fails
to earn the requisite Hours of Service, he shall receive no service credit for
employment during that Plan Year.

(b) If a Participant returns to the employ of an Employer (or an
Affiliated Company) after a Break Period:

(1) Years of Service earned prior to the break will be
ignored, unless the Participant was vested in some portion of his Employer-
derived Account; and

(2) Years of Service earned after the break will be ignored
for purposes of determining the vested portion of his pre-break, Employer-
derived Account.

"Break Period" means a period of five consecutive Plan Years in each
of which the Participant fails to earn more than 500 Hours of Service.

(c) For purposes of determining when a Break Period begins,
Hours of Service shall include hours a Participant would have earned if he had
not been absent on account of a maternity or paternity leave described in
Section T.13(d). The Hours of Service shall be credited to the Plan Year in
which the leave begins, if the Break Period would begin in that Plan Year.
Otherwise, the Hours of Service shall be credited to the following Plan Year.

E-2

<PAGE>

ALL*AMERUS SAVINGS & RETIREMENT PLAN

APPENDIX F: FIRST REALTY PLAN

F.01 BACKGROUND. Prior to January 1, 1996, some Plan Participants
were covered by the First Realty, Ltd. Select Savings Plan ("First Realty
Plan"). The accounts Participants had under the First Realty Plan have been
transferred to this Plan. This Appendix contains special rules that apply to
Participants who were participants in the First Realty Plan. Section references
are to this Plan.

F.02 ACCOUNTS. Accounts from the First Realty Plan shall be
administered as follows:

(a) A Participant's Elective Deferral Contribution Account under
the First Realty Plan shall be treated like a Pretax Account (under this Plan);

(b) A Participant's Matching Contribution Account under the
First Realty Plan shall be treated like a Matching Account;

(c) A Participant's Discretionary Contribution Account under the
First Realty Plan shall be treated like a Profit-Sharing Account; and

(d) A Participant's Voluntary Contribution Account under the
First Realty Plan shall be maintained as a separate subaccount under this Plan.
A Participant shall be fully vested in that subaccount and may make withdrawals
at any time. However, a Participant shall not be permitted to repay amounts
withdrawn from that subaccount.

F.03 INVESTMENT SELECTIONS. Accounts from the First Realty Plan may
remain invested as before. However, any change is restricted to Investment
Options available under this Plan.

F.04 REPAYMENT OF DISTRIBUTIONS. Notwithstanding Section 6.09, a
Participant described in Section F.05 who has forfeited a portion of his
Employer-derived Account and returns to the employ of an Employer (or Affiliated
Company), shall have his Employer-derived Account balance restored no later
than:

(a) The date specified in Section 6.09; or

(b) The close of the Break Period specified in Section F.06(b).

F-1

<PAGE>

F.05 VESTING. Notwithstanding Section 9.01(c), a Participant
previously covered under the First Realty Plan shall vest in his Basic and
Profit-Sharing Accounts according to the following schedule:

Years of Service Vested Percentage
---------------- -----------------
Less than 2 0%
2 33.33%
3 66.67%
4 or more 100%

If a Participant terminates employment before becoming fully vested,
the non-vested portion of his Account shall be forfeited at the time described
in Section 6.09. Forfeitures shall be used to reduce Employer contributions in
the Plan Year in which they arise.

F.06 YEARS OF SERVICE. Periods of employment which constitute years
of Service under the First Realty Plan shall be credited under this Plan.
However, there shall be no duplicate Service for any single period of
employment.

For purposes of Section F.06, the following rules shall apply,
notwithstanding anything in Article 9 or Article T to the contrary:

(a) A Participant shall receive credit for a "Year of Service",
if he earns 1,000 Hours of Service during a Vesting Computation Period. If the
Participant fails to earn the requisite Hours of Service, he shall receive no
service credit for employment during that Vesting Computation Period. "Vesting
Computation Period", for this purpose, means the one-year period from July 1 to
June 30.

(b) If a Participant returns to the employ of an Employer (or an
Affiliated Company) after a Break Period:

(1) Years of Service earned prior to the break will be
ignored, unless the Participant was vested in some portion of his Employer-
derived Account; and

(2) Years of Service earned after the break will be ignored
for purposes of determining the vested portion of his pre-break, Employer-
derived Account.

"Break Period" means a period of five consecutive Vesting
Computation Periods in each of which the Participant fails to earn more than 500
Hours of Service.

F-2

<PAGE>

Computation Period in which the leave begins, if the Break Period would begin in
that Plan Year. Otherwise, the Hours of Service shall be credited to the
following Vesting Computation Period.

F-3

<PAGE>

ALL*AMERUS SAVINGS & RETIREMENT PLAN

APPENDIX G: EMPLOYEES OF FIRST EDINA MORTGAGE, L.L.C.

G.01 Any Participant who was an employee of First Edina Mortgage,
L.L.C. (now known as Edina Realty Mortgage) prior to November 1, 1996, shall
have his Years of Service determined pursuant to Section 7.3 of the Edina
Financial Services, Inc. and Subsidiaries Retirement Plan and Trust in effect
on November 1, 1996.

G.02 Compensation for any Participant who was an employee of First Edina
Mortgage, L.L.C. prior to November 1, 1996, shall include his compensation in
1996 as defined in Section 2.1(10) of the Edina Financial Services, Inc. and
Subsidiaries Retirement Plan and Trust in effect on November 1, 1996.

G-1

<PAGE>

ALL*AMERUS SAVINGS & RETIREMENT PLAN

APPENDIX H: EMPLOYEES OF AMERUS PROPERTIES
AND IOWA REALTY COMMERCIAL

H.01 BACKGROUND. Certain employees of AmerUs Properties and Iowa Realty
Commercial, an AmerUs Company, who are Participants in the Plan shall become
employees (the "Transferring Employees") of Welsh Companies ("Welsh"), and the
account balances of the Transferring Employees shall be distributed to the
Transferring Employee in accordance with such Employee's direction.

H.02 VESTING. Notwithstanding anything contained to the contrary in
paragraphs (b) and (c) of Section 9.01 of the Plan, each Transferring Employees
shall be fully vested in his Account balance effective on the date of such
Employee's transfer of employment to Welsh.

H-1

<PAGE>

ALL*AMERUS SAVINGS & RETIREMENT PLAN

APPENDIX I: EMPLOYEES OF EDINA REALTY HOME SERVICES

I.01 Notwithstanding anything contained to the contrary in Section 9.02
of the Plan, "Years of Service" for any Participant who was an employee of
Edina Financial Services, Inc. d/b/a Edina Realty Home Services on or after
November 1, 1996 shall include such Participant's Years of Service credited
under the Edina Financial Services, Inc. and Subsidiaries Retirement Plan and
Trust; provided that no period of Service shall be taken into account more
than once.

I-1

<PAGE>

EXHIBIT 5

AmerUs Life Holdings, Inc.
418 Sixth Avenue
Des Moines, IA 50309

August 25, 1997

AmerUs Life Holdings, Inc.
418 Sixth Avenue
Des Moines, IA 50309-2407

Re: AmerUs Life Holdings, Inc.
----------------------------

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by AmerUs Life Holdings, Inc., an Iowa
corporation (the "Company"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), relating
to the registration of 100,000 shares of Class A Common Stock, no par value
per share, of the Company (the "Common Stock") which may be issued to
employees of the Company and its subsidiaries pursuant to the All*AmerUs
Savings and Retirement Plan (the "Plan").

I am familiar with the proceedings to date with respect to the Plan
and the proposed issuance of the Common Stock and have examined such records,
documents and questions of law, and satisfied myself to such matters of fact,
as I have considered relevant and necessary as a basis for this opinion.

Based on the foregoing, I am of the opinion that:

1. The Company is duly incorporated and validly existing under
the laws of the State of Iowa.

2. The Common Stock issuable upon original issuance will be, as
and when acquired in accordance with the terms and conditions of the Plan and
in accordance with all requirements of the Iowa Commissioner of Insurance,
legally issued, fully paid and non-assessable.

<PAGE>

AmerUs Life Holdings, Inc.
August 25, 1997
Page 2

I do not find it necessary for the purposes of this opinion to
cover, and accordingly I express no opinion as to, the application of the
securities or blue sky laws of the various states to the sale of the Common
Stock.

I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made a part
of the Registration Statement or the Prospectus relating to the Registration
Statement.

Very truly yours,

/s/ James A. Smallenberger
--------------------------------------
James A. Smallenberger
Senior Vice President and Secretary

<PAGE>

Exhibit 23(b)

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
AmerUs Life Holdings, Inc.:

We consent to the use of our report incorporated herein by reference.

/s/ KPMG Peat Marwick LLP
----------------------------
KPMG Peat Marwick LLP

Des Moines, Iowa
July 25, 1997

<PAGE>

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Michael E. Sproule and James A.
Smallenberger, and each of them, her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for her and in her
name, place and stead, in any and all capacities to sign a registration
statement on Form S-8 relating to the Class A Common Stock of AmerUs Life
Holdings, Inc. and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes she might or could do in person, ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has signed her name this
25th day of August, 1997.

/s/ Maureen M. Culhane
--------------------------
Maureen M. Culhane

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, each of the undersigned has signed her name this
25th day of August, 1997.

/s/ Ilene B. Jacobs
-------------------------
Ilene B. Jacobs