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EXHIBIT 2.11
AMENDMENT NO. 1
TO THE
PURCHASE AGREEMENT
BETWEEN
AMERICAN MUTUAL HOLDING COMPANY
AND
AMERUS LIFE HOLDINGS, INC.
THIS AMENDMENT NO. 1 ("Amendment") is made as of this 3rd day of April, 2000, to
the Purchase Agreement dated February 18, 2000, by and between American Mutual
Holding Company, an Iowa mutual insurance holding company ("AMHC"), and AmerUs
Life Holdings, Inc., an Iowa corporation ("AMH") ("the Purchase Agreement").
RECITALS
WHEREAS, the respective Boards of Directors of AMHC and AMH have approved of the
Purchase Agreement and this Amendment whereby AMH grants AMHC the right and
option to cause AMH to purchase 105.96 shares of non-voting common stock of the
Indianapolis Life Group of Companies, Inc. ("ILGC Stock") held by AMHC;
WHEREAS, AMHC desires to sell and AMH is willing to purchase the ILGC Stock
pursuant to the Purchase Agreement at any time;
WHEREAS, the parties desire to amend the Purchase Agreement to provide for the
purchase of the ILGC Stock at any time.
NOW, THEREFORE, the parties agree as follows:
1. The fourth "Whereas" recital shall be deleted in its entirety.
2. The phrase "upon the occurrence of a Trigger Event" in Section 1.1 of the
Agreement shall be deleted and replaced with "at any time".
3. The phrase "on or after the occurrence of a Trigger Event" in Section 1.2
of the Agreement shall be deleted.
4. The phrase "On or before the 30th day (or on the Plan Effective Date (as
defined in the Plan), in the case of a Five-Day Notice Trigger Event)" in
Section 1.3 of the Agreement shall be deleted and replaced with "On the
earlier of (i) the date of purchase of the ILGCO Stock by AMH or (ii) on or
before the 30th day".
5. The phrase "Until the Closing Date" in Section 3.1 of the Agreement shall
be deleted and replaced with "until the date of purchase".
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6. Except as set forth herein, the Agreement remains in full force and effect
and unmodified.
7. Capitalized terms used but not defined herein shall have the meanings given
such terms in the Purchase Agreement.
IN WITNESS WHEREOF, each of AMH and AMHC has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized, all as of the
date first above written.
AMERICAN MUTUAL HOLDING
COMPANY
By: s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
AMERUS LIFE HOLDINGS, INC.
By: s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: ExecutiveVice President and
Chief Financial
Officer
