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                                                                     Exhibit 4.3
















                ALL*AMERUS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN










                              Amended and Restated

                       Generally Effective January 1, 2002















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                                TABLE OF CONTENTS

                                                                          Page #

ARTICLE 1:  ESTABLISHMENT OF PLAN...........................................2

ARTICLE 2:  ELIGIBILITY.....................................................2

ARTICLE 3:  BOOKKEEPING ACCOUNTS............................................3

ARTICLE 4:  BENEFIT CREDITS.................................................3

ARTICLE 5:  PHANTOM INVESTMENT CREDITS......................................3

ARTICLE 6:  PAYMENT OF BENEFITS.............................................4

ARTICLE 7:  PARTICIPANT'S RIGHTS............................................5

ARTICLE 8:  ADMINISTRATION..................................................5

ARTICLE 9:  CLAIMS AND APPEAL PROCEDURES....................................5

ARTICLE 10:  AMENDMENT AND DISCONTINUANCE...................................7

ARTICLE 11:  RESTRICTIONS ON ASSIGNMENT.....................................8

ARTICLE 12:  NATURE OF AGREEMENT............................................8

ARTICLE 13:  CONTINUED EMPLOYMENT...........................................8

ARTICLE 14:  BINDING ON COMPANY, PARTICIPANTS...............................8

ARTICLE 15:  PAYMENTS MADE BY MISTAKE.......................................9

ARTICLE 16:  LAWS GOVERNING.................................................9

ARTICLE 17:  TAXES..........................................................9







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                ALL*AMERUS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                        ARTICLE 1: ESTABLISHMENT OF PLAN


         Effective January 1, 1996, American Mutual Life Insurance Company
("AMLI") established the All*AmerUs Supplemental Executive Retirement Plan
("SERP") to supplement benefits provided under the All*AmerUs Savings &
Retirement Plan for Employees of American Mutual Life and the All*AmerUs Savings
& Retirement Plan for Employees of AmerUs Group Co., which have since been
merged into the All*AmerUs Savings & Retirement Plan (the "Savings Plan").
Following a corporate reorganization, AmerUs Life Holdings, Inc. became the
successor sponsor of the SERP effective August 1, 1996, on which date it
succeeded AMLI as the "Company" under the SERP. Pursuant to another corporate
reorganization, AmerUs Group Co. became the successor sponsor of the SERP
effective September 18, 2000, on which date it succeeded AmerUs Life Holdings,
Inc. as the "Company" under the SERP. The SERP is hereby amended and restated in
its entirety effective as of January 1, 2002.

         The SERP is an unfunded arrangement maintained primarily for the
purpose of providing deferred compensation for a select group of management and
highly compensated employees, as described in sections 201(2), 301(a)(3) and
401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA"). More
specifically, the SERP is maintained for the purpose of providing benefits for
employees participating in the Savings Plan whose contributions are limited by
sections 401(a)(17), 401(k)(3), 401(m)(2), or 402(g) of the Internal Revenue
Code of 1986 (the "Code"). The SERP is maintained in conjunction with the
All*AmerUs Excess Benefit Plan ("Excess Plan"), which provides benefits for
employees participating in the Savings Plan whose contributions are limited by
section 415 of the Code. The SERP shall be administered in a manner consistent
with the Excess Plan.

         As used herein, the terms Compensation, Before-Tax Contributions,
Catch-Up Contributions, Matching Contributions, Core Nonelective Contributions,
Interim Supplemental Contributions, Grandfathered AmVestors Supplemental
Contributions, and Discretionary Contributions have the meaning given such terms
under the Savings Plan.

                             ARTICLE 2: ELIGIBILITY

         An executive may participate in the SERP only if (i) he is a
participant in the Savings Plan, (ii) he is designated by the Company's Benefit
and Pension Committee (the "Committee") as eligible to participate, and (iii) he
has a salary grade of 28 or above, as defined under the Company's salary
administration plan. A participant must complete such forms and make such
elections as the Committee may require. In particular, in order to elect to
defer compensation earned in any calendar year under the SERP, a participant
must give written consent for the additional pretax deferrals permitted by this
SERP before the commencement of that year. A participant who fails to consent,
or who consents only in part, shall have his benefits under the SERP reduced
accordingly.





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                         ARTICLE 3: BOOKKEEPING ACCOUNTS

         (1)      A bookkeeping account shall be established for each SERP
                  participant to record his interest in the SERP.

         (2)      Each participant's account shall be divided into subaccounts
                  corresponding to subaccounts under the Savings Plan.

         (3)      Such other subaccounts shall be established as the Committee
                  determines are necessary to keep track of participants'
                  interests under the SERP.

         (4)      A participant shall vest in a subaccount under this SERP at
                  the same rate and in the same manner as he vests in the
                  corresponding subaccount under the Savings Plan.

         (5)      SERP records shall be kept on a calendar-year basis.

                           ARTICLE 4: BENEFIT CREDITS

         Each year, the following calculations shall be performed for each
participant:

         (a)      The participant's Before-Tax Contributions, Matching
                  Contributions, Discretionary Contributions, Core Nonelective
                  Contributions, Catch-Up Contributions, Interim Supplemental
                  Contributions and Grandfathered AmVestors Supplemental
                  Contributions shall be calculated under the Savings Plan,
                  without regard to the limitations imposed by Code section 415.

         (b)      The participant's Before-Tax Contributions, Matching
                  Contributions, Discretionary Contributions, Core Nonelective
                  Contributions, Catch-Up Contributions, Interim Supplemental
                  Contributions and Grandfathered AmVestors Supplemental
                  Contributions shall be calculated under the Savings Plan,
                  without regard to (i) the limitation on elective deferrals
                  under Code section 402(g), (ii) the limitation on Compensation
                  under Code section 401(a)(17), (iii) the limitations imposed
                  by Code section 415, (iv) the limitations imposed by Code
                  section 401(k)(3), and (v) the limitations imposed by Code
                  section 401(m)(2).

         (c)      The difference between (a) and (b) shall be credited to the
                  participant's subaccounts established under Article 3 in
                  accordance with generally accepted accounting principles and
                  consistently with the purposes of this SERP and the Excess
                  Plan.

                      ARTICLE 5: PHANTOM INVESTMENT CREDITS

         Each participant may elect to invest, on a hypothetical basis, his
bookkeeping account under this SERP in the investment options available to him
under the Savings Plan without regard to whether corresponding amounts under the
Savings Plan must be invested in Company




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stock. A participant's investment elections under this SERP shall be independent
of his investment elections under the Savings Plan. A participant's account
under this SERP shall be credited (or debited) with the investment return
(including losses) it would have earned had it actually been invested according
to the participant's directions. The account of a participant who fails to make
an investment election shall receive the performance it would have received had
it been invested in the default option under the Savings Plan.

                         ARTICLE 6: PAYMENT OF BENEFITS

         The vested balance in a participant's account under this SERP shall be
paid as soon as administratively feasible following his termination of
employment (on account of retirement, disability, etc.) with the Company and its
affiliates. The Committee shall determine in which of the following forms the
participant's benefits shall be paid:

         (a)      A single cash sum;

         (b)      Periodic installments paid monthly, quarterly, or annually
                  over a period designated by the Committee;

         (c)      Periodic installments paid monthly, quarterly, or annually in
                  a dollar amount specified by the Committee;

         (d)      A joint and 50% survivor annuity for the lives of the
                  participant and spouse, which is purchased from a life
                  insurance company with the proceeds of the participant's
                  bookkeeping account; or

         (e)      An annuity for the participant's life, which is purchased from
                  a life insurance company with the proceeds of the
                  participant's bookkeeping account.

         Installment payments under paragraph (b) or (c) shall not be made over
a period exceeding the participant's life expectancy.

         An annuity described in paragraph (d) or (e) shall be purchased from an
insurance company designated in writing by the participant. The purchase of an
annuity under this Article shall discharge the SERP, the Company, and the
Committee from all obligations to the participant.

         In the event the participant dies before his vested account balance is
exhausted, the balance shall be paid to his beneficiary (as determined in
accordance with the terms of the Savings Plan) in a single sum as soon as
administratively feasible.

         All amounts not vested in accordance with the terms of the SERP shall
be forfeited upon the participant's termination of employment with the Company
and its affiliates.



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                         ARTICLE 7: PARTICIPANT'S RIGHTS


         This SERP is unfunded for purposes of the Internal Revenue Code and
ERISA. Accordingly, no participant or beneficiary shall have any title to or
beneficial ownership in any assets of the Company.

         All benefits payable under this SERP (including those derived from
participant's deferrals) shall be general, unsecured obligations of the Company
to be paid by the Company from its own funds, and such payments shall not (a)
impose any obligation upon the trust fund under the Savings Plan; (b) be paid
from the trust fund under the Savings Plan; or (c) have any effect whatsoever
upon the Savings Plan or the payment of benefits from the trust fund under the
Savings Plan.

                            ARTICLE 8: ADMINISTRATION

         This SERP shall be administered by the Committee, which shall
administer it as an unfunded plan which is not intended to meet the
qualification requirements of section 401 of the Code. The Committee shall have
discretionary authority to interpret and administer this SERP, and to issue
rules and regulations for its governance. No member of the Committee shall be
liable to any person for any action taken or omitted in connection with the
interpretation or administration of this SERP. A Committee member shall not
participate in any action or determination regarding his own benefits. The
Company may remove and select a new Plan Administrator in the Company's sole
discretion.

                     ARTICLE 9: CLAIMS AND APPEAL PROCEDURES

         It shall not be necessary for a participant or beneficiary entitled to
receive a benefit hereunder to file a claim for such benefit with any person in
order to receive such benefit. However, any participant or beneficiary who
believes that he is entitled to receive a benefit hereunder and has not received
or begun receiving a distribution of such benefit or who believes that he is
entitled to a benefit hereunder in excess of the benefit which he has received
or begun receiving, may file a written claim for such benefit or increased
benefit with the Committee at any time up to the last day of the 12-month period
that begins on the earlier of (i) the date on which the claimant learned of
facts sufficient to enable the claimant to formulate such claim, or (ii) the
date on which the claimant reasonably should have been expected to learn of
facts sufficient to enable the claimant to formulate such claim. Such written
claim shall set forth the participant's or beneficiary's name and address and
shall include a statement of the facts and a reference to the pertinent
provisions of the SERP upon which such claim is based. A claimant who does not
timely and properly file his claim as herein required shall to the extent
permitted by law be conclusively deemed to have waived any right to the benefit
or increased benefit not provided.

         Within 90 days after such claim is filed, the Committee shall provide
the claimant with written notice of its decision with respect to such claim. If
such claim is denied in whole or in part, the Committee shall, in such written
notice to the claimant, set forth in a manner calculated to be understood by the
claimant the specific reason or reasons for denial; specific references to
pertinent provisions of the SERP upon which the denial is based; a description
of any additional material or information necessary for the claimant to perfect
his claim and an explanation as to






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why such material or information is necessary; an explanation of the provisions
for review of claim denials set forth in this Article; and a statement that if
the claimant fails to seek review of the claim denial under this Article within
the 60-day period described below he shall, to the extent permitted by law, be
conclusively deemed to have waived any right to contest in any forum the
determination of the Committee. If special circumstances require additional
time, the Committee may extend the period allowed for notice of its decision by
a period not to exceed 90 days. Written notice of such extension, stating the
circumstances requiring the extension and the date by which a final decision is
expected, shall be provided to the claimant before the expiration of the initial
90-day period. With respect to any claim, in the event that the Committee fails
to provide the written notice described herein within the time period described
herein, the claimant's claim shall be deemed to be denied by the Committee.

         A participant or beneficiary whose claim for benefits has been denied
may appeal such denial to the Committee and receive a full and fair review of
his claim by filing with the Committee a written application for review at any
time within 60 days after the Committee gives him the written notice of denial
of his claim or, if no such notice has been given to the participant, within 60
days after the end of the 90-day (or extended) period described above. A
participant or beneficiary who submits a timely written application for review
shall be entitled to review any and all documents pertinent to his claim and may
submit issues and comments to the Committee in writing. In the sole and absolute
discretion of the Committee, a hearing may be held. Not later than 60 days after
receipt of a written application for review, the Committee shall give the
claimant written notice of its decision on review, which shall set forth in a
manner calculated to be understood by the claimant specific reasons for its
decision and specific references to the pertinent provisions of the SERP upon
which the decision is based. If special circumstances, including (but not
limited to) the need for a hearing as determined by the Committee, shall require
additional time for making a decision on review, the period for decision may be
extended by not more than 60 days. Written notice of such extension, stating the
circumstances requiring the extension and the date by which a final decision is
expected, shall be provided to the claimant before the expiration of the initial
60-day period. With respect to any appeal, in the event that the Committee fails
to provide the written notice within the time period described herein, the
appeal shall be deemed to be denied. The decision of the Committee, shall, to
the maximum extent permitted by law, be final and binding on all parties. A
claimant who shall not timely file his written application for review as
required shall, to the maximum extent permitted by law, be conclusively deemed
to have waived any right to contest in any forum the initial determination of
the Committee.

         Any act permitted or required to be taken by a participant or
beneficiary by this Article may be taken for and on behalf of such participant
or beneficiary by such participant's or beneficiary's duly authorized
representative. Any fees or expenses charged or incurred by such representative
shall be the liability of the participant or beneficiary, and not the liability
of the Company, the SERP, the Committee, or any other person. Any claim, notice,
application, or other writing permitted or required to be filed with, provided,
or given to a party by this Article shall be deemed to have been filed,
provided, or given when deposited in the United States mail, postage prepaid,
and properly addressed to the party to whom it is to be provided or given or
with whom it is to be filed. Any such notice, application, or other writing
directed to a



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participant or beneficiary shall be deemed properly addressed if directed to the
address set forth in the written claim filed by such participant or beneficiary.

         No legal action to recover SERP benefits or to enforce or to clarify
rights under the SERP shall be commenced unless and until the claimant first
shall have exhausted the claims and appeal procedures available to the claimant
hereunder. A claimant must raise all issues and present all theories relating to
his claim to the Committee at one time. Otherwise, the claimant shall be deemed
to have abandoned forever all issues and theories not raised and presented to
the Committee.

         Any suit brought to contest a decision of the Committee shall be filed
in a court of competent jurisdiction within one (1) year from receipt of written
notice of the Committee's final decision or from the date the appeal is deemed
denied, and any suit not filed within this one-year limitation period shall be
dismissed by the court.

         In any suit contesting a decision of the Committee, all issues of fact
shall be tried by the court and not by a jury. No evidence may be introduced in
court which was not previously presented to the Committee and no evidence may be
introduced to modify or contradict the terms of the SERP document.

         The Committee shall have full discretionary authority to interpret and
apply the terms of the SERP document and other relevant documents and relevant
provisions of law. This grant of authority shall be construed to be as broad as
permitted by law and shall include the authority to find facts, to reach
conclusions of law, to interpret and apply ambiguous terms, and to supply
missing terms reasonably necessary to resolution of claims and appeals.

                    ARTICLE 10: AMENDMENT AND DISCONTINUANCE

         The Company may at any time amend any or all provisions of this SERP in
any respect (including retroactively) to the maximum extent permitted by law.
Such an amendment may be made at any time by written instrument identified as an
amendment of the SERP effective as of a specified date (or dates) and such
amendment shall be binding on all participants, beneficiaries, and other
individuals and entities. Notwithstanding the foregoing, no such amendment
shall, without the consent of the participant, have the effect of reducing a
participant's account balance immediately before the amendment is adopted.

         The Company expects to continue the SERP indefinitely. However, the
Company shall, to the maximum extent permitted by law, have the right at any
time to terminate the SERP (including retroactively) in whole or in part or to
otherwise terminate the SERP (including retroactively). In accordance with any
amendment to the SERP that may be adopted in connection with any such
termination, the Company may after such termination continue the SERP for the
purpose of making distributions under the SERP as they become payable, or may
accelerate distributions.




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                     ARTICLE 11: RESTRICTIONS ON ASSIGNMENT

         The interest of a participant or his beneficiary in the SERP may not be
sold, transferred, assigned, or encumbered in any manner, either voluntarily or
involuntarily, and any attempt so to anticipate, alienate, sell, transfer,
assign, pledge, encumber, or change the same shall be null and void; neither
shall the benefits hereunder be liable for or subject to the debts, contracts,
liabilities, engagement, or torts of any person to whom such benefits or funds
are payable, nor shall they be subject to garnishment, attachment, or other
legal or equitable process nor shall they be an asset in bankruptcy, except that
no amount shall be payable hereunder until and unless any and all amounts
representing debts or other obligations owed to the Company or any affiliate of
the Company by the employee with respect to whom such amount would otherwise be
payable shall have been fully paid and satisfied.

                         ARTICLE 12: NATURE OF AGREEMENT

         The adoption of this SERP and any setting aside of amounts by the
Company with which to discharge its obligations hereunder shall not be deemed to
create a trust (other than a grantor trust within the meaning of subpart E, part
I, subchapter J, chapter 1, subtitle A of the Code); legal and equitable title
to any funds so set aside shall remain in the Company, and any recipient of
benefits hereunder shall have no security or other interest in such funds. Any
and all funds so set aside shall remain subject to the claims of the general
creditors of the Company, present and future, and no payment shall be made under
this SERP unless the Company is then solvent. This provision shall not require
the Company to set aside any funds, but the Company may set aside such funds if
it chooses to do so.

                        ARTICLE 13: CONTINUED EMPLOYMENT

         Nothing contained herein shall be construed as conferring upon any
employee the right to continue in the employ of the Company in any capacity.


                  ARTICLE 14: BINDING ON COMPANY, PARTICIPANTS
                              AND THEIR SUCCESSORS

         This SERP shall be binding upon and inure to the benefit of the
Company, its successors and assigns and the participants and their heirs,
executors, administrators and legal representatives.




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                      ARTICLE 15: PAYMENTS MADE BY MISTAKE

         Notwithstanding anything to the contrary, a participant or beneficiary
is entitled only to those benefits provided by the SERP and promptly shall
return any payment made by mistake of fact or law.

                           ARTICLE 16: LAWS GOVERNING

         If and to the extent that federal law is inapplicable to the SERP, the
SERP shall be construed in accordance with and governed by the laws of the State
of Iowa (but without regard to Iowa's principles on the conflicts of laws).

                                ARTICLE 17: TAXES

         The Company does not represent or guarantee that any particular tax
consequences (favorable or unfavorable) will result from participation in the
SERP. Participants shall bear their share of taxes assessed against them because
of benefits paid or accrued under the SERP. Any taxes owed may be withheld from
or charged against benefits otherwise payable from the SERP or compensation
otherwise payable by the Company.



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