<PAGE> 1
As filed with the Securities and Exchange Commission on February 16, 1999.
Registration No. 333-72237
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
AMERUS LIFE HOLDINGS, INC.
(Exact name of Company as specified in its charter)
IOWA 42-1459712
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(Address of Principal Executive Offices) (Zip Code)
AMERUS LIFE HOLDINGS, INC. EXECUTIVE STOCK PURCHASE PLAN
(Full title of the plan)
JAMES A. SMALLENBERGER
SENIOR VICE PRESIDENT AND SECRETARY
AMERUS LIFE HOLDINGS, INC.
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
(515) 362-3688
(Name, address and telephone number, including area code, of agent for service)
<PAGE> 2
THIS POST-EFFECTIVE AMENDMENT NO. 1 (THE "AMENDMENT") TO THE AMERUS LIFE
HOLDINGS, INC. (THE "COMPANY") REGISTRATION STATEMENT NO. 333-72237 IS BEING
FILED PURSUANT TO RULE 462(D) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR
THE SOLE PURPOSE OF FILING EXHIBITS AND, ACCORDINGLY, SHALL BECOME EFFECTIVE
IMMEDIATELY UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Articles of Incorporation
(incorporated by referenced from Exhibit 3.5 to the
Company's Registration Statement on Form S-1 (No.
333-12239)).
4.2 Bylaws (incorporated by reference
from Exhibit 3.2 to the Company's Registration
Statement on Form S-1 No. 333-12239)).
4.3 Subordinated Indenture by and between the Company
and First Union National Bank, as Indenture Trustee
(incorporated by reference to Exhibit 4.15 of the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
4.4 Certificate of Trust of AmerUs Capital II
(incorporated by reference to Exhibit 4.4 of the
Company's Registration Statement on Form S-3 (No.
333-50249)).
4.5 Amended and Restated Declaration of Trust of AmerUs
Capital Trust II (incorporated herein by reference
to Exhibit 4.5 of the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998).
4.6 Common Trust Securities Guarantee Agreement by the
Company (incorporated by reference to Exhibit 4.17
of the Company's Quarterly Report on Form 10-Q for
the
<PAGE> 3
EXHIBIT NO. DESCRIPTION
quarter ended June 30, 1998).
4.7 QUIPS Guarantee Agreement by the Company
(incorporated herein by reference to Exhibit
4.8 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998).
4.8 Master Unit Agreement between the Company and First
Union National Bank (incorporated herein by
reference to Exhibit 4.9 of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1998).
4.9 Call Option Agreement between Goldman, Sachs &
Co. and First Union Bank (incorporated by
reference to Exhibit 4.10 of the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998).
4.10 Pledge Agreement among the Company, Goldman,
Sachs & Co. and First Union National Bank
(incorporated by reference to Exhibit 4.11
of the Company' Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998).
4.11** AmerUs Life Holdings, Inc. Executive Stock
Purchase Plan
5.1* Opinion of Joseph K. Haggerty, Esq., Senior
Vice President and General Counsel of the
Company, regarding the legality of the
securities being registered hereunder.
23.1* Consent of Joseph K. Haggerty, Esq., Senior
Vice President and General Counsel of the
Company (included in the Opinion filed as
Exhibit 5.1).
23.2* Consent of KPMG Peat Marwick LLP.
24.1** Power of Attorney (set forth on the signature
page of this Registration Statement).
* Previously filed.
** Filed herewith.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Des Moines, State of
Iowa, on this 16th day of February, 1999.
AMERUS LIFE HOLDINGS, INC.
By: /s/ Roger K. Brooks
-------------------
Roger K. Brooks
Chairman, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of AmerUs Life Holdings, Inc. hereby constitutes and appoints
Michael G. Fraizer and James A. Smallenberger, and each of them, his true
and lawful attorneys-in-fact and agents, for him and in his name, place and
stead, in any and all capacities, to sign one or more amendments to this
Registration Statement on Form S-8 under the Securities Act, including
post-effective amendments, and other related documents, and to file the
same with the Securities and Exchange Commission under said Act, hereby
granting power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents may lawfully do
or cause to be done by virtue thereof.
<PAGE> 5
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the date(s) indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
* Chairman, President and Chief
------------------------------- Executive Officer (Principal
Roger K. Brooks Executive Officer) and a Director 2/16/99
* Senior Vice President and Chief
------------------------------- Financial Officer (Principal Financial
Michael G. Fraizer Officer) 2/16/99
*
------------------------------
John R. Albers Director 2/16/99
*
-------------------------------
Malcolm Candlish Director 2/16/99
*
-------------------------------
Maureen M. Culhane Director 2/16/99
*
-------------------------------
Sam C. Kalainov Director 2/16/99
*
-------------------------------
Ralph W.Laster, Jr. Director 2/16/99
*
-------------------------------
John W. Norris, Jr. Director 2/16/99
*
-------------------------------
Jack C. Pester Director 2/16/99
*
-------------------------------
John A. Wing Director 2/16/99
* By: /s/ Michael G. Fraizer
----------------------
Michael G. Fraizer
Attorney-in-Fact
</TABLE>
<PAGE> 6
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Articles of
Incorporation (incorporated by referenced
from Exhibit 3.5 to the
Company's Registration Statement on Form S-1 (No.
333-12239)).
4.2 Bylaws (incorporated by reference from
Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 333-12239)).
4.3 Subordinated Indenture by and between the
Company and First Union National Bank, as
Indenture Trustee (incorporated by reference
to Exhibit 4.15 of the Company's Quarterly Report
on Form 10-Q for the quarter ended June
30, 1998).
4.4 Certificate of Trust of AmerUs Capital II
(incorporated by reference to Exhibit 4.4
of the Company's Registration Statement on
Form S-3 (No. 333-50249)).
4.5 Amended and Restated Declaration of Trust
of AmerUs Capital Trust II (incorporated
herein by reference to Exhibit 4.5 of the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
4.6 Common Trust Securities
Guarantee Agreement by the
Company (incorporated by
reference to Exhibit 4.17 of
the Company's Quarterly
Report on Form 10-Q for the
quarter ended June 30, 1998).
4.7 QUIPS Guarantee Agreement by the
Company (incorporated Herein by reference
to Exhibit 4.8 of the Company's Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1998).
4.8 Master Unit Agreement between the
<PAGE> 7
EXHIBITS DESCRIPTION
Company and First Union National Bank
(incorporated herein by reference to Exhibit
4.9 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998).
4.9 Call Option Agreement between Goldman,
Sachs & Co. and First Union Bank
(incorporated by reference to Exhibit 4.10 of
the Company's Quarterly Report on Form
10-Q for the quarter ended
June 30, 1998).
4.10 Pledge Agreement among the Company,
Goldman, Sachs & Co. and First Union
National Bank (incorporated by reference to
Exhibit 4.11 of the Company's Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1998).
4.11** AmerUs Life Holdings, Inc. Executive Stock
Purchase Plan
5.1* Opinion of Joseph K. Haggerty, Esq., Senior
Vice President and General Counsel of the
Company, regarding the legality of the
securities being registered hereunder.
23.1* Consent of Joseph K. Haggerty, Esq., Senior
Vice President and General Counsel of the
Company (included in the Opinion filed as
Exhibit 5.1).
23.2* Consent of KPMG Peat Marwick LLP.
24.1** Power of Attorney (set forth on the signature
page of this Registration Statement).
* Previously filed.
** Filed herewith.
<PAGE> 1
EXHIBIT 4.11
AMERUS LIFE HOLDINGS, INC.
EXECUTIVE STOCK PURCHASE PLAN
1. Purpose. The name of this plan is the AmerUs Life Holdings, Inc.
Executive Stock Purchase Plan (the "Plan"). The purpose of this Plan is
to facilitate the purchase, by certain members of the management of
AmerUs Life Holdings, Inc. ("AMH") and its subsidiaries (collectively,
the "Company"), of AMH's Class A Common Stock ("AMH Stock") and its
7.00% Adjustable Conversion-Rate Equity Security Units ("ACES")
(collectively, the "AMH Securities"). The purchases facilitated by this
Plan are intended to achieve the following specific purposes:
a. increasing the ownership of AMH Securities among key employees of the
Company;
b. more closely aligning key employees' financial rewards with
the financial rewards realized by all other holders of AMH
Securities; and
c. increasing key employees' motivation to manage the Company as owners.
2. Eligibility. To be eligible to participate in this Plan, employees of
the Company must be designated as "Eligible Employees" by AMH, and said
designations shall be in AMH's sole discretion.
3. Participation. To become a Plan participant (a "Participant"), an
Eligible Employee shall satisfy the following requirements:
a. submit a completed, signed, irrevocable and binding agreement to
participate in this Plan, in which agreement the Participant irrevocably
commits to purchase the dollar amount of AMH Securities elected by such
Participant therein (an "Election");
b. complete and sign all necessary agreements and other documents
relating to the loan described in Section 8 hereof and the purchase of
AMH Securities, including without limitation account applications and
letters of direction;
c. execute and deliver a reimbursement agreement to AMH; and
d. satisfy all other terms and conditions of participation
specified in this Plan or otherwise required by AMH.
The agreements and other documents specified in subsection 3(a), (b),
(c) and (d) hereof shall be in such forms and shall be submitted at such
times and to such Eligible Employees as specified by AMH. No Eligible
Employee shall be required to participate in this Plan.
<PAGE> 2
Under this Plan, no Participant shall be permitted to purchase any
combination of AMH Stock and ACES which, considering that the ACES will
eventually be exchanged for AMH Stock, would entitle such Participant
to obtain under this Plan the equivalent of more than one percent
(1.0%) of the AMH Stock outstanding at the time this Plan is adopted
(assuming that upon settlement of the ACES each holder thereof would
receive one share of AMH Stock for each ACES unit held). This Plan,
together with all other stock option plans, purchase plans or other
arrangements of AMH, pursuant to which officers or directors of AMH or
its subsidiaries may acquire AMH Securities (other than any such plans
or arrangements for which shareholder approval has already been
received or for which shareholder approval is not required under the
rules of the New York Stock Exchange in effect at the time this Plan is
adopted), does not authorize the issuance of any combination of AMH
Stock and ACES which, considering that the ACES will eventually be
exchanged for AMH Stock, would be the equivalent of more than five
percent (5.0%) of the AMH Stock outstanding at the time this Plan is
adopted (assuming that upon settlement of the ACES each holder thereof
would receive one share of AMH Stock for each ACES unit held).
No Eligible Employee (whether or not participating in this Plan) may
transfer or assign his or her rights to participate in this Plan.
4. Responsibilities of AMH under this Plan. AMH shall have the following
responsibilities under this Plan:
a. Adoption, alteration, waiver and/or repeal of such
administrative rules, guidelines, practices and
provisions of or governing this Plan as AMH shall,
from time to time, deem advisable; interpretation of
the terms and provisions of this Plan (and any
agreements relating hereto); and supervision of the
administration of this Plan.
b. Selection of Eligible Employees and the terms of their
participation;
c. Designation of minimum and maximum purchases of AMH
Securities permitted under this Plan for each
Participant, by dollar amount of AMH Securities;
d. Selection of the Program Broker (as defined in
Section 5 hereof), any Alternative Broker (as defined
in Section 6 hereof) and the Agent (as defined in
Section 6 hereof);
e. Designation of the date on which the variable rate
draw loans described in the facility and guaranty
agreement (the "Facility and Guaranty Agreement") by
and between AMH and the Bank (as defined in Section 8
hereof) convert to term loans (the "Conversion
Date");
f. Determination of the date on which the purchase of AMH
Securities under this Plan shall terminate (the Subscription
Date"), which shall be the
2
<PAGE> 3
earlier of (i) the date on which all AMH Securities which
Participants have elected to purchase under this Plan have
been purchased; (ii) the date as of which AMH directs the
Program Broker (as defined in Section 5 hereof) to cease
purchasing AMH Securities on behalf of Participants under
this Plan (which AMH may do, even if as a consequence thereof
a Participant will purchase a dollar amount of AMH Securities
which is lower than the dollar amount which he or she
committed to purchase in his or her Election); and (iii)
September 30, 1999;
g. Pro rata reduction of the dollar amount of AMH Securities
which a Participant may purchase under this Plan (from the
dollar amount such Participant committed to purchase in his
or her Election) due to oversubscription; and
f. Negotiation of the terms and conditions of the Facility and
Guaranty Agreement, including a determination of the dollar
amount of loans that AMH will guarantee.
5. Purchase of AMH Securities through the Program Broker. Each Participant
shall purchase the dollar amount of AMH Securities which such
Participant has irrevocably committed to purchase in his or her
Election; provided, however, that each Participant may purchase less
than the amount of AMH Securities such Participant has irrevocably
committed to purchase in his or her Election in the event that (i) AMH
directs the Program Broker (as hereinafter defined) to cease purchasing
AMH Securities under this Plan; or (ii) AMH reduces the dollar amount
of AMH Securities which such Participant may purchase under this Plan
from the dollar amount such Participant irrevocably committed to
purchase in his or her Election (in which case such Participant shall
purchase such reduced dollar amount of AMH Securities). Subject to
Section 9 hereof, upon his or her election to participate in this Plan,
each Participant shall sign an irrevocable letter of direction that
shall direct the designated broker (the "Program Broker") to purchase
AMH Securities for such Participant. Such letter of direction (the
"Broker Letter of Direction") shall also authorize the Program Broker
to request that the Bank (as defined in Section 8 hereof) make Fundings
(as defined in Section 8 hereof) from time to time as needed to make
certain purchases of AMH Securities.
Pursuant to the Broker Letter of Direction, the Program Broker shall
from time to time make purchases of AMH Securities on behalf of
Participants (such AMH Securities hereinafter sometimes referred to as
"Purchased Securities"). Purchases shall be made during the period
beginning on the date of the first Funding (as defined in Section 8
hereof) and ending on the Subscription Date (the "Accumulation
Period"). No AMH Securities shall be purchased under this Plan after
the Subscription Date.
The Program Broker shall purchase a combination of AMH Stock and ACES;
provided, however, that as of the Subscription Date, no more than fifty
percent (50%) of the total of (i) AMH Securities purchased by the
Program Broker on behalf of Participants under this
3
<PAGE> 4
Plan and (ii) AMH Securities purchased by Alternative Brokers (as
defined in Section 6 hereof), respectively, shall, in the aggregate,
consist of ACES.
AMH shall designate a maximum weighted average price per share for the
purchase of AMH Stock and a maximum weighted average per unit price for
the purchase of ACES for the Participants under this Plan. Such prices
shall include commissions paid to the Program Broker. Such maximum
prices shall be specified to the Program Broker in each Participant's
Broker Letter of Direction.
6. Purchase of AMH Securities through an Alternative Broker.
Notwithstanding anything contained in this Plan to the contrary, AMH
may from time to time designate additional broker or brokers (each an
"Alternative Broker") to purchase AMH Securities on behalf of
Participants under this Plan in addition to or in lieu of the Program
Broker. Any AMH Securities purchased by an Alternative Broker shall be
considered "Purchased Securities" for purposes of this Plan. Subject to
Section 9 hereof, upon his or her election to participate in this Plan
or thereafter, each Participant shall sign a power of attorney (the
"Power of Attorney") which shall direct an agent designated by AMH (the
"Agent") to direct an Alternative Broker to purchase AMH Securities on
behalf of such Participant, and each Participant shall sign such
additional letters of direction to Alternative Brokers as may from time
to time be directed by AMH. Purchases of AMH Securities by Alternative
Brokers shall be made only during the Accumulation Period.
7. Payment of Purchase Price. The purchase price for each share or unit of
AMH Securities under Section 5 or Section 6 hereof shall be the
weighted average price per share of AMH Stock or unit of ACES, as the
case may be, paid by the Program Broker or an Alternative Broker on the
day such AMH Stock or ACES are purchased; provided, however, that as of
the Subscription Date, in no event shall the weighted average price of
all AMH Stock purchased under this Plan in the aggregate exceed the
maximum purchase price designated by AMH nor shall the weighted average
price of all ACES purchased under this Plan in the aggregate exceed the
maximum purchase price designated by AMH. Pursuant to Section 5 hereof,
the Program Broker shall purchase AMH Securities for Participants using
the loan proceeds contained in Participants' brokerage accounts.
Pursuant to Section 6 hereof, an Alternative Broker shall purchase AMH
Securities for Participants using loan proceeds received by such
Alternative Broker directly from the Bank (as defined in Section 8
hereof).
8. Participant Loans. Pursuant to the Facility and Guaranty Agreement,
each Participant shall obtain an unsecured loan from a bank or banks
(individually and collectively, the "Bank") to fund the purchase of AMH
Securities under this Plan. A loan made to fund the purchase of
Purchased Securities shall originate as a variable rate draw loan. The
maximum principal amount of a Participant's variable rate draw loan
shall be equal to the dollar amount of AMH Securities that such
Participant has irrevocably committed to purchase under this Plan. The
loans of the Participants shall be converted to term loans on the
Conversion Date. Such loans shall bear a fixed interest rate determined
by AMH and the Bank in accordance with the Facility and Guaranty
Agreement; provided, however, that if AMH and the Bank cannot agree on
a fixed interest rate, the term loans
4
<PAGE> 5
shall bear interest after the Conversion Date at the floating Corporate
Base Rate (as that term is defined in the Facility and Guaranty
Agreement).
Subject to Section 9 hereof, upon his or her election to participate in
this Plan, each Participant shall sign an irrevocable letter of
direction that shall direct loan proceeds from his or her variable rate
draw loan to be paid directly to such Participant's brokerage account
or directly to an Alternative Broker (the "Bank Letter of Direction").
Such proceeds shall be used by the Program Broker or an Alternative
Broker, as the case may be, to pay for Purchased Securities from time
to time. Upon the request of the Program Broker or an Alternative
Broker, the Bank shall make periodic fundings of Participants' loan
proceeds into each such Participant's brokerage account or directly to
the Alternative Broker (each a "Funding") whenever funds are needed for
AMH Securities purchases. In no event shall the Bank be requested to
make more than eight (8) Fundings.
Each Participant shall be responsible for satisfying all of the lending
requirements specified by the Bank to qualify for his or her loan. Each
Participant shall be fully obligated to repay to the Bank all
principal, interest and any early payment fees on his or her loan when
due and payable.
9. Options. Notwithstanding anything in this Plan to the contrary,
Participants may elect to exercise stock options issued to them
pursuant to the AmVestors Financial Corporation 1989 Nonqualified Stock
Option Plan (which was enacted prior to the acquisition of AmVestors
Financial Corporation by AMH) to purchase AMH Stock under this Plan, so
long as such Participant is entitled to exercise such stock options on
the Conversion Date (such Participants being sometimes hereinafter
referred to as "Option Participants" and any such AMH Stock purchased
by Option Participants with such stock options being referred to
hereinafter as "Option Securities"). In such event, the shares of
Option Securities purchased by Option Participants shall be drawn from
treasury shares, and the purchase shall be made on the Conversion Date.
The purchase price for such Option Securities shall be the option price
set forth in such stock options.
Each Option Participant shall, upon his or her election to participate
in this Plan, sign both a Broker Letter of Direction and a Bank Letter
of Direction which shall direct loan proceeds to be paid to AMH to
purchase the Option Securities which such Option Participant has
irrevocably committed to purchase in his or her Election.
The loan of any Option Participant who commits to purchase only Option
Securities in his or her Election shall not be drawn upon during the
Accumulation Period; the sole funding of the loans of such Option
Participants shall be on the Conversion Date. The loan of any Option
Participant who commits to purchase both Purchased Securities and
Option Securities in his or her Election shall be drawn upon as
described in Section 8 hereof with respect to the Purchased Securities
and as described in this Section 9 with respect to Option Securities.
The principal amount of such Option Participant's loan shall be
adjusted as necessary on the Conversion Date to fund the purchase of
Option Securities.
5
<PAGE> 6
10. Registration of Shares. All AMH Securities acquired pursuant to this
Plan shall initially be registered in the street name of the Program
Broker or another nominee and held in the brokerage account of each
Participant.
11. Stockholder Rights. Each Participant shall have all of the rights of a
stockholder (with respect to the AMH Stock purchased by such
Participant under this Plan) and of a holder of ACES (with respect to
the ACES purchased by such Participant under this Plan), including the
right to vote his or her shares of AMH Stock and the right to receive
all dividends and any other distributions paid on his or her AMH
Securities; provided, however, that no Participant shall have any
rights with respect to any AMH Securities subject to purchase under
this Plan until such securities are purchased on behalf of such
Participant.
12. Sale of AMH Securities. Each Participant shall be permitted to sell all
or any portion of his or her AMH Securities at any time, subject to any
constraints and/or conditions imposed by the federal securities laws
and any other applicable federal, state or local statute, rule or
regulation. In addition, the conditions set forth in Section 14 hereof
shall apply in connection with the sale of AMH Securities prior to the
third anniversary of the last date on which such Participant purchases
AMH Securities under this Plan.
13. Participation During Accumulation Period. During the Accumulation
Period, the ability of a Participant to make additional purchases of
AMH Securities under this Plan shall terminate immediately in the event
that (i) the Participant sells any of his or her Purchased Securities
or (ii) the Participant's employment with the Company terminates for
any reason other than the disability of the Participant (as the term
"disability" is defined in the All*AmerUs Group Long Term Disability
Insurance Plan) or the normal retirement of the Participant (as the
term "normal retirement" is defined in the All*AmerUs Savings &
Retirement Plan). In the event of any such disability or normal
retirement of a Participant during the Accumulation Period, such
Participant shall have the right to request that AMH permit such
Participant to terminate his or her participation in this Plan.
14. Gain on Sale. A Participant who sells any of his or her Purchased
Securities prior to the third anniversary of the last date on which
such Participant purchases AMH Securities under this Plan shall
contemporaneously pay to AMH fifty percent (50%) of any taxable gain
realized upon such sale after payment of applicable taxes and broker's
and other such fees paid in connection with such sale; provided,
however, that no gain shall be allocable to AMH pursuant to this
Section 14 in connection with a Change of Control or in the event that
the Participant's employment with the Company terminates because of (i)
the Participant's death or disability (as the term "disability" is
defined in the All*AmerUs Group Long Term Disability Insurance Plan);
or (ii) the normal retirement (as the term "normal retirement" is
defined in the All*AmerUs Savings & Retirement Plan) of the
Participant. For purposes of this Plan, the term "Change of Control"
shall have the meaning ascribed thereto in the Facility and Guaranty
Agreement.
6
<PAGE> 7
15. Loan Guaranties. AMH shall guarantee repayment to the Bank of one
hundred percent (100%) of all principal, interest, early payment fees
and other obligations of each Participant under such Participant's loan
described in Section 8 hereof. The terms and conditions of the guaranty
shall be as agreed by AMH and the Bank under the Facility and Guaranty
Agreement. Each Participant shall be fully obligated to repay the Bank
all principal, interest and other amounts due in connection with such
Participant's loan when due and payable. AMH shall take all actions
relating to the Participant and his or her assets which AMH deems
reasonable and necessary to obtain full reimbursement for amounts AMH
pays to the Bank under its guaranty related to the Participant's loan.
AMH shall reimburse any Participant for any Early Payment Fee paid by
such Participant in connection with his or her loan as a result of the
occurrence and continuance of any Program Event of Default other than a
Program Event of Default which results from any breach or
misrepresentation by such Participant (the terms "Early Payment Fee"
and "Program Event of Defaults" having the meanings ascribed thereto in
the Facility and Guaranty Agreement)
16. Calculations. Notwithstanding anything contained in this Plan to the
contrary, in no event shall Option Securities or the purchase prices
paid for Option Securities be used in any calculations required by this
Plan, including without limitation the determination of the weighted
average price per share of AMH Stock and the weighted average price per
unit of ACES.
17. No Right to Continued Employment. Nothing in this Plan shall confer
upon an Eligible Employee (whether or not participating in this Plan)
any right to continue as an employee of the Company nor interfere or
affect in any way the right of the Company to terminate the employment
relationship of an Eligible Employee (whether or not participating in
this Plan) at any time or for any reason.
18. Expenses. AMH shall pay certain expenses incident to the operation of
this Plan, including the costs of record keeping and accounting fees
and legal fees incurred in connection with the administration of this
Plan; provided, however, that, in addition to being responsible for the
principal, interest and other amounts due in connection with his or her
loan, each Participant shall be responsible for all expenses directly
related to his or her purchase of AMH Securities under this Plan (e.g.,
broker fees and commissions).
19. Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by the laws of
the United States, shall be governed by the laws of the State of Iowa
and construed in accordance therewith, without giving effect to
principles of conflicts of laws.
20. Waiver and Amendment. AMH may waive, amend, alter, discontinue or
terminate all or any provision of this Plan.
November 13, 1998
7
