Amerus Group Co/Ia Sample Contracts

Amerus Group Co/Ia – Incentive Deferral Plan (November 15th, 2006)
Amerus Group Co/Ia – BYLAWS OF AMERUS GROUP CO. (an Iowa Corporation) (November 15th, 2006)
Amerus Group Co/Ia – November 14, 2006 Melinda Urion 2759 NW 161st Street Clive, Iowa 50325 Re: Separation and Release Agreement Dear Melinda: This is written in light of the indication by Aviva PLC ("Aviva") that it desires and intends to use its own Chief Financial Officer to conduct the business of AmerUs Group Co. (“AmerUs”) subsequent to its acquisition of AmerUs (the "Closing" of the "Merger" pursuant to the "Merger Agreement"). Consequently, this will confirm our understanding and agreement (“Agreement”) with respect to the following: (i) terms and conditions primarily associated with your continued employm (November 15th, 2006)
Amerus Group Co/Ia – AmerUs Group Co. (November 1st, 2006)

(1)   The Company views Adjusted Net Operating Income, a non-GAAP financial measure, as an important indicator of financial performance. When presented with net income, the combined presentation can enhance an investor’s understanding of AmerUs Group’s underlying profitability and normalized results from operations. Non-GAAP measures are also used for goal setting, determining employee and management compensation and evaluating our performance on a comparable basis to that used by security analysts.

Amerus Group Co/Ia – AMERUS GROUP CO. FIRST AMENDMENT (November 1st, 2006)

FIRST AMENDMENT (this “Amendment”), dated as of October 30, 2006, among AMERUS GROUP CO. (the “Borrower”), the lenders party to the Credit Agreement referred to below (the “Banks”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent under the Credit Agreement (the “Administrative Agent”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

Amerus Group Co/Ia – Memorandum To: AmerUs Group Retirement Plan Participants From: Human Resources Date: October 27, 2006 Re: AmerUs Group Common Stock Cash Out under the Aviva Merger Agreement (October 30th, 2006)

In July, we announced the signing of a definitive agreement (“Merger Agreement”) between AmerUs Group Co. (“Company”) and Aviva plc (“Aviva”), under which Aviva will acquire the Company for $69 per share in cash for all outstanding shares of Company common stock (“Acquisition”). In accordance with the Merger Agreement, each share of your Company common stock investments in your All«AmerUs Savings & Retirement Plan, All«AmerUs Supplemental Executive Retirement Plan and All«AmerUs Excess Benefit Plan (collectively “AmerUs Retirement Plans”) will be canceled and converted into the right to receive $69 in cash. The Company’s shareholders approved the Acquisition on October 19; however, completion of the Acquisition remains subject to the receipt of government and regulatory approvals and other conditions as set forth in the Merger Agreement. Assuming all conditions are met, the Acquisition is expected to be complete before December 31, 2006.

Amerus Group Co/Ia – Legal disclosures Proxy Disclosure Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed acquisition of AmerUs Group Co. by Aviva plc. In connection with the proposed acquisition, AmerUs Group will file with or furnish to the Securities and Exchange Commission all relevant materials, including a proxy statement on Schedule 14A. SECURITY HOLDERS OF AMERUS GROUP ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING AMERUS GROUP'S PROXY STATEMENT WHEN IT BE (August 9th, 2006)

Legal disclosures Proxy Disclosure Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed acquisition of AmerUs Group Co. by Aviva plc. In connection with the proposed acquisition, AmerUs Group will file with or furnish to the Securities and Exchange Commission all relevant materials, including a proxy statement on Schedule 14A. SECURITY HOLDERS OF AMERUS GROUP ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING AMERUS GROUP'S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Security holders may obtain a free copy of the proxy statement, when it becomes available, and other documents filed or furnished by AmerUs Group at the Securities and Exchange Commission's web site at www.sec.gov. In addition, free copies of the proxy statement (when it becomes available) and

Amerus Group Co/Ia – AmerUs Group Co. (August 2nd, 2006)

(1)   The Company views Adjusted Net Operating Income, a non-GAAP financial measure, as an important indicator of financial performance. When presented with net income, the combined presentation can enhance an investor’s understanding of AmerUs Group’s underlying profitability and normalized results from operations. Non-GAAP measures are also used for goal setting, determining employee and management compensation and evaluating our performance on a comparable basis to that used by security analysts.

Amerus Group Co/Ia – EMPLOYMENT AGREEMENT (July 13th, 2006)

EMPLOYMENT AGREEMENT (the “Agreement”) by and between, AmerUs Group Co., an Iowa corporation (the “Company,” which term shall also refer to the surviving corporation and any successor thereto after consummation of the merger discussed below) and Mark V. Heitz (the “Executive”), dated as of the 12th day of July, 2006.

Amerus Group Co/Ia – EMPLOYMENT AGREEMENT (July 13th, 2006)

EMPLOYMENT AGREEMENT (the “Agreement”) by and between, AmerUs Group Co., an Iowa corporation (the “Company,” which term shall also refer to the surviving corporation and any successor thereto after consummation of the merger discussed below) and Brian J. Clark (the “Executive”), dated as of the 12th day of July, 2006.

Amerus Group Co/Ia – EMPLOYMENT AGREEMENT (July 13th, 2006)

EMPLOYMENT AGREEMENT (the “Agreement”) by and between, AmerUs Group Co., an Iowa corporation (the “Company,” which term shall also refer to the surviving corporation and any successor thereto after consummation of the merger discussed below) and Thomas C. Godlasky (the “Executive”), dated as of the 12th day of July, 2006.

Amerus Group Co/Ia – EMPLOYMENT AGREEMENT (July 13th, 2006)

EMPLOYMENT AGREEMENT (the “Agreement”) by and between, AmerUs Group Co., an Iowa corporation (the “Company,” which term shall also refer to the surviving corporation and any successor thereto after consummation of the merger discussed below) and Thomas C. Godlasky (the “Executive”), dated as of the 12th day of July, 2006.

Amerus Group Co/Ia – EMPLOYMENT AGREEMENT (July 13th, 2006)

EMPLOYMENT AGREEMENT (the “Agreement”) by and between, AmerUs Group Co., an Iowa corporation (the “Company,” which term shall also refer to the surviving corporation and any successor thereto after consummation of the merger discussed below) and Gregory D. Boal (the “Executive”), dated as of the 12th day of July, 2006.

Amerus Group Co/Ia – EMPLOYMENT AGREEMENT (July 13th, 2006)

EMPLOYMENT AGREEMENT (the “Agreement”) by and between, AmerUs Group Co., an Iowa corporation (the “Company,” which term shall also refer to the surviving corporation and any successor thereto after consummation of the merger discussed below) and Mark V. Heitz (the “Executive”), dated as of the 12th day of July, 2006.

Amerus Group Co/Ia – EMPLOYMENT AGREEMENT (July 13th, 2006)

EMPLOYMENT AGREEMENT (the “Agreement”) by and between, AmerUs Group Co., an Iowa corporation (the “Company,” which term shall also refer to the surviving corporation and any successor thereto after consummation of the merger discussed below) and Gregory D. Boal (the “Executive”), dated as of the 12th day of July, 2006.

Amerus Group Co/Ia – AGREEMENT AND PLAN OF MERGER Dated as of July 12, 2006 by and among AVIVA PLC, LIBRA ACQUISITION CORPORATION and AMERUS GROUP CO. (July 13th, 2006)

AGREEMENT AND PLAN OF MERGER dated as of July 12, 2006 (this “Agreement”), by and among AVIVA PLC, a company incorporated under the laws of England and Wales with registration number 2468686 (“Aviva”), LIBRA ACQUISITION CORPORATION, an Iowa corporation and an indirect wholly owned subsidiary of Aviva (“Merger Sub”), and AMERUS GROUP CO., an Iowa corporation (“AmerUs”).

Amerus Group Co/Ia – EMPLOYMENT AGREEMENT (July 13th, 2006)

EMPLOYMENT AGREEMENT (the “Agreement”) by and between, AmerUs Group Co., an Iowa corporation (the “Company,” which term shall also refer to the surviving corporation and any successor thereto after consummation of the merger discussed below) and Gary R. McPhail (the “Executive”), dated as of the 12th day of July, 2006.

Amerus Group Co/Ia – EMPLOYMENT AGREEMENT (July 13th, 2006)

EMPLOYMENT AGREEMENT (the “Agreement”) by and between, AmerUs Group Co., an Iowa corporation (the “Company,” which term shall also refer to the surviving corporation and any successor thereto after consummation of the merger discussed below) and Gary R. McPhail (the “Executive”), dated as of the 12th day of July, 2006.

Amerus Group Co/Ia – EMPLOYMENT AGREEMENT (July 13th, 2006)

EMPLOYMENT AGREEMENT (the “Agreement”) by and between, AmerUs Group Co., an Iowa corporation (the “Company,” which term shall also refer to the surviving corporation and any successor thereto after consummation of the merger discussed below) and Brian J. Clark (the “Executive”), dated as of the 12th day of July, 2006.

Amerus Group Co/Ia – AMENDED AND RESTATED CREDIT AGREEMENT among AMERUS GROUP CO., VARIOUS LENDING INSTITUTIONS, BANK OF AMERICA, N.A., CITIBANK, N.A. and THE BANK OF NEW YORK as CO-SYNDICATION AGENTS and JPMORGAN CHASE BANK, N.A. as ADMINISTRATIVE AGENT Dated as of June 16, 2006 J.P. MORGAN SECURITIES INC, as SOLE LEAD ARRANGER AND SOLE BOOKRUNNER (June 20th, 2006)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 16, 2006, among AMERUS GROUP CO., an Iowa corporation (the “Borrower”), the lending institutions listed from time to time on Annex I hereto (each a “Bank” and, collectively, the “Banks”), BANK OF AMERICA, N.A., CITIBANK, N.A. and THE BANK OF NEW YORK, as Co-Syndication Agents, and JPMORGAN CHASE BANK, N.A. as Administrative Agent (the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Amerus Group Co/Ia – REMARKETING AGREEMENT (May 15th, 2006)

REMARKETING AGREEMENT, dated as of May 11, 2006 (the “Remarketing Agreement”), by and among (i) AmerUs Group Co., an Iowa corporation (the “Company”), (ii) U.S. Bank National Association (as successor to Wachovia Bank, National Association), not individually but solely as Purchase Contract Agent and as attorney-in-fact of the holders of Purchase Contracts (each as defined in the Purchase Contract Agreement (as defined herein)), (iii) Citigroup Global Markets Inc., as Reset Agent, and (iv) Citigroup Global Markets Inc. and Goldman, Sachs & Co., as Remarketing Agents.

Amerus Group Co/Ia – AMERUS GROUP CO. 2003 STOCK INCENTIVE PLAN AS PROPOSED TO BE AMENDED AND RESTATED (May 5th, 2006)

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

Amerus Group Co/Ia – AmerUs Group Co. (May 3rd, 2006)

(1)   The Company views Adjusted Net Operating Income, a non-GAAP financial measure, as an important indicator of financial performance. When presented with net income, the combined presentation can enhance an investor’s understanding of AmerUs Group’s underlying profitability and normalized results from operations. Non-GAAP measures are also used for goal setting, determining employee and management compensation and evaluating our performance on a comparable basis to that used by security analysts.

Amerus Group Co/Ia – FOR IMMEDIATE RELEASE For more information, contact: Martin P. Ketelaar, Vice President, Investor Relations (515) 362-3693 (May 3rd, 2006)

DES MOINES, Iowa (May 2, 2006)—AmerUs Group Co. (NYSE: AMH), a leading producer of life insurance and annuity products, today reported record quarterly results, with first quarter 2006 net income of $78.2 million, or $1.86 per diluted share, compared with $61.5 million, or $1.43 per diluted share in the first quarter of 2005. Adjusted net operating income for the first quarter of 2006 was a record $51.0 million, or $1.22 per diluted share, compared with $46.7 million, or $1.09 per diluted share a year ago.1

Amerus Group Co/Ia – AMERUS GROUP CO. RESTRICTED STOCK UNIT AGREEMENT (March 14th, 2006)

The Company desires to provide restricted stock units to Employee as an incentive for Employee to remain in the service of the Company or its subsidiaries.

Amerus Group Co/Ia – AMERUS GROUP CO. RESTRICTED STOCK AGREEMENT (March 14th, 2006)

The Company desires to provide restricted stock to Employee as an incentive for Employee to remain in the service of the Company or its subsidiaries.

Amerus Group Co/Ia – Explanatory Note On Non-GAAP Measures The historical and forward-looking financial information presented at this conference and contained in the written materials provided include non-GAAP and performance measures which are based on methodologies other than Generally Accepted Accounting Principles ("GAAP"), such as adjusted net operating income, adjusted net operating income per share, operating return on equity and sales. Each of these non-GAAP measures is listed and described in the Appendix to the printed version of the presentation and in conjunction with the webcast at the "Investor Relat (February 28th, 2006)

Safe Harbor All statements, trends, estimates, goals, targets, projections or other financial information contained in this investor presentation relative to trends in the Company's operations or financial results constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to factors which may cause actual results to be materially different from those contemplated by the forward-looking statements. There can be no assurances that other factors not currently anticipated by management will not also materially and adversely affect the Company's results of operations. Please refer to the Company's 10-K, most recent 10-Q, and Management's Discussion and Analysis (MD&A) for a listing of factors which could cause actual results to differ materially from those contemplated by the forward-looking statements.

Amerus Group Co/Ia – FOR IMMEDIATE RELEASE For more information, contact: Marty Ketelaar, Vice President, Investor Relations (February 2nd, 2006)

DES MOINES, Iowa (February 1, 2006)—AmerUs Group Co. (NYSE: AMH), a leading producer of life insurance and annuity products, today reported year-end and fourth quarter results for 2005. Highlights include:

Amerus Group Co/Ia – AmerUs Group Co. Financial Supplement Fourth Quarter 2005 (February 2nd, 2006)

(1)   The Company views Adjusted Net Operating Income, a non-GAAP financial measure, as an important indicator of financial performance. When presented with net income, the combined presentation can enhance an investor’s understanding of AmerUs Group’s underlying profitability and normalized results from operations. Non-GAAP measures are also used for goal setting, determining employee and management compensation and evaluating our performance on a comparable basis to that used by security analysts.

Amerus Group Co/Ia – AmerUs Group Co. Financial Supplement Third Quarter 2005 (October 25th, 2005)

(1)   The Company views Adjusted Net Operating Income, a non-GAAP financial measure, as an important indicator of financial performance. When presented with net income, the combined presentation can enhance an investor’s understanding of AmerUs Group’s underlying profitability and normalized results from operations. Non-GAAP measures are also used for goal setting, determining employee and management compensation and evaluating our performance on a comparable basis to that used by security analysts.

Amerus Group Co/Ia – FOR IMMEDIATE RELEASE For more information, contact: Marty Ketelaar, Vice President, Investor Relations (October 25th, 2005)

DES MOINES, Iowa (October 24, 2005)—AmerUs Group Co. (NYSE: AMH), a leading producer of life insurance and annuity products, today reported third quarter 2005 results. Highlights for the quarter include:

Amerus Group Co/Ia – AmerUs Group Co. 6,000,000 Shares, Series A Non-Cumulative Perpetual Preferred Stock Underwriting Agreement (September 27th, 2005)

AmerUs Group Co., an Iowa corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,000,000 shares (the “Firm Shares”) of the Company’s Series A Non-Cumulative Perpetual Preferred Stock with no par value per share (the “Preferred Stock”) and, at the election of the Underwriters, an additional 900,000 shares of the Preferred Stock (the “Optional Shares”) (the Firm Shares and the Optional Shares which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).

Amerus Group Co/Ia – Contract (September 27th, 2005)

Declaration of Covenant, dated as of September 26, 2005 (this “Declaration”), by AmerUs Group Co., an Iowa corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of the Covered Debtholders (as defined below).

Amerus Group Co/Ia – ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES INCORPORATION OF AMERUS GROUP CO. (September 27th, 2005)

Pursuant to the provisions of Section 490.1005(8) of the Iowa Business Corporation Act (“Act”), the corporation hereafter named (“Corporation”) does hereby adopt the following Articles of Amendment to its Amended and Restated Articles of Incorporation:

Amerus Group Co/Ia – AmerUs Group Co., 699 Walnut Street Des Moines, Iowa 50309-3948 Ladies and Gentlemen: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National Association, London Branch (the “Seller”) and AmerUs Group Co., an Iowa corporation (the “Purchaser”), on the Trade Date specified below (the “Transaction”). Seller is a branch of JPMorgan Chase Bank, National Association. This Confirmation constitutes a “Confirmation” as referred to in the Agreement sp (August 24th, 2005)

This Confirmation evidences a complete and binding agreement between Seller and Purchaser as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency, Cross-Border) (the “Agreement”) as if Seller and Purchaser had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and United States dollars as the Termination Currency) on the date hereof. For purposes of Section 6(e) of the Agreement, Loss and Second Method will apply. Notwithstanding Section 14 of the Agreement, any Loss in respect of Seller shall include, without any limitation to the definition of Loss, any cost or benefit of funding. Other than as modified by the preceding sentence, the meaning of Loss shall be as set forth in Section 14 of the Agreement.