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                                  EXHIBIT 10.44

                      AMENDMENT NO. 2 TO FACILITY AGREEMENT


         This AMENDMENT NO. 2 TO FACILITY AGREEMENT (this "Amendment") is
entered into as of January 25, 2000 by and among AmerUs Life Holdings, Inc. (the
"Company"), Bank One, NA (f/k/a The First National Bank of Chicago),
individually and as agent ("Agent"), and the other finanial institutions
signatory hereto (the "Lenders").

                                    RECITALS

         A. The Company, the Agent and the Lenders are party to that certain
$27,500,000 Facility and Guaranty Agreement dated as of February 12, 1999 (as
previously amended, the "Facility Agreement"). Unless otherwise specified
herein, capitalized terms used in this Amendment shall have the meanings
ascribed to them by the Facility Agreement.

         B. The Company, the Agent and the undersigned Lenders wish to amend the
Facility Agreement on the terms and conditions set forth below in order to
accommodate, among other things, the merger (the "Merger") of the Company with
and into the reorganized stock company which results from the demutualization of
American Mutual Holding Company, the name of which is to be determined (the
"Reorganized Company").

         Now, therefore, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:

              1.   Amendment to Facility Agreement. Upon the Effective Date
(as defined below) or the Delayed Effective Date (as defined below), as
applicable, the Facility Agreement shall be amended as follows:

                   (a)  Article I is amended as follows:

                   (i)  by deleting the definitions of "Change of Control",
         "Company" and "Subsidiary" and replacing each in its entirety to read
         as follows:

                   "Change of Control" shall mean the occurrence of any of the
              following events: (i) the Company shall cease to own, directly, or
              indirectly through Wholly-Owned Subsidiaries, 100% of the issued
              and outstanding voting stock of AmerUs Life ordinarily entitled to
              vote for the election of directors, or any other class of stock of
              AmerUs Life of which the Company owns 50% or less shall become
              entitled to elect a majority of AmerUs Life's board of directors;
              or (ii) during any period of 25 consecutive calendar months,
              individuals who at the beginning of such period constituted the
              Board of Directors of the Company (together with any new directors
              whose election by such Board of Directors or whose nomination for
              election by the stockholders or members, as the case may be, of
              the Company was approved by a vote of a majority of the directors
              then


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              still in office who were either directors at the beginning of such
              period or whose election or nomination for election was previously
              so approved) cease for any reason to constitute a majority of such
              Board of Directors then in office.";

                   "Company" means the reorganized stock company which results
              from the demutualization of American Mutual Holding Company, the
              name of which is to be determined, and the successor by merger to
              AmerUs Life Holdings, Inc.";

                   "Subsidiary" of any Person shall mean and include (a) any
              corporation more than 50% of whose stock of any class or classes
              having by the terms thereof ordinary voting power to elect a
              majority of the directors of such corporation (irrespective of
              whether or not at the time stock of any class or classes of such
              corporation shall have or might have voting power by reason of the
              happening of any contingency) is at the time owned by such Person
              directly or indirectly through Subsidiaries and (b) any
              partnership, association, joint venture or other entity in which
              such Person directly or indirectly through Subsidiaries has more
              than a 50% equity or voting interest at the time. Unless otherwise
              expressly provided, all references herein to "Subsidiary" shall
              mean a Subsidiary of the Company; provided that, notwithstanding
              the foregoing provisions of this definition (x) any grantor trust
              or limited liability company established by the Company and/or its
              Subsidiaries in order to effectuate the lease/leaseback
              transaction with Linzer Elektrizitats-, Fernwarme- und
              Verkehrsbetriebe Aktiengesellschaft ("ESG") with respect to a
              cogeneration facility in Linz, Austria as described in the summary
              of terms and structure delivered to the Administrative Agent and
              the Banks prior to the Fourth Amendment Effective Date (all as
              defined in the Existing Credit Agreement), and any trust or
              limited liability company formed by the Company and/or its
              Subsidiaries after the Fourth Amendment Effective Date to
              effectuate transactions with ESG or any other Person in which the
              Indebtedness of the Company and its Subsidiaries incurred in
              connection therewith is comprised solely of (i) obligations which
              are non-recourse to the Company or any of its Subsidiaries and
              (ii) other obligations which are or will be 100% defeased by U.S.
              Government obligations (each such transaction, including the
              lease/leaseback with ESG, a "Permitted Transaction") and (y) any
              Person which is at the relevant time of determination an
              Unrestricted Subsidiary (as such term is defined in the Existing
              Credit Agreement, as amended by the Sixth Amendment thereto dated
              as of May 18, 1999), shall not constitute a Subsidiary for
              purposes of this Agreement."

                   (ii)  by deleting the definition of "Group".

                   (iii) by adding the following definition for "Bank One" in
              its proper alphabetical order:

                   "Bank One" means Bank One, NA, a national banking
              association having its principal office in Chicago, Illinois, in
              its individual capacity, and its successors."

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                   (b)  Each reference therein to "First Chicago" is amended to
         be a reference to "Bank One" and each reference to "The First National
         Bank of Chicago" is amended to be a reference to "Bank One, NA."

                   (c)  Section 5.01(a) is amended by adding the following at
         the end of such section:

                   "; provided, however, that AmerUs Life Holdings, Inc. may
              merge into the reorganized stock company which results from the
              demutualization of American Mutual Holding Company,  the name of
              which is to be determined.

                   (d)  Section 6.01(g) is amended in its entirety to read as
         follows:

                   "(g) The Company shall default in the performance or
         observance of Section 5.01(e) or (h) herein or Section 7.10 or 7.11 of
         the Existing Credit Agreement (as amended by the Sixth Amendment
         thereto dated as of May 18, 1999)."

                   (e)  the first sentence of Section 10.01 is amended to add
the  following  at the conclusion thereof before the period:

         "and further provided that AmerUs Life Holdings, Inc. may assign such
         rights and obligations to the reorganized stock company which results
         from the demutualization of American Mutual Holding Company in
         connection with the Merger of AmerUs Life Holdings, Inc. into such
         reorganized stock company".

         2.   Representations and Warranties of the Company. The Company
represents and warrants that:

              (a) The execution, delivery and performance by the Company of this
    Amendment and by the Reorganized Company of the Affirmation Agreement
    attached hereto as Exhibit A (the "Affirmation") has been (or in the case of
    the Reorganized Company, will be) duly authorized by all necessary corporate
    action on the part of the Company or the Reorganized Company, as applicable,
    and that this Amendment and the Affirmation are (or in the case of the
    Affirmation Agreement, will be) the legal, valid and binding obligation of
    the Company or the Reorganized Company, as applicable, enforceable against
    the Company or the Reorganized Company, as applicable, in accordance with
    their respective terms, except as the enforcement thereof may be subject to
    the effect of any applicable bankruptcy, insolvency, reorganization,
    moratorium or similar law affecting creditors' rights generally;

              (b) Neither the execution, delivery and performance by the Company
    or the Reorganized Company of this Amendment or the Affirmation, as
    applicable, nor compliance with the terms and provisions hereof, nor the
    consummation of the transactions contemplated herein (including the Merger),
    (i) will contravene any applicable provision of any law, statute, rule,
    regulation, order, writ, injunction or decree of any court or governmental
    instrumentality, (ii) will conflict or be inconsistent with or result in any
    breach of any of the terms, covenants, conditions or provisions of, or
    constitute a default under, or result in the creation or imposition of (or
    the obligation to

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    create or impose) any lien upon any of the property or assets of the
    Reorganized Company (after giving effect to the Merger), the Company or any
    of their respective Subsidiaries pursuant to the terms of, any indenture,
    mortgage, deed of trust, loan agreement, credit agreement (including without
    limitation the Existing Credit Agreement) or any other material instrument
    to which the Reorganized Company (after giving effect to the Merger), the
    Company or any of their respective Subsidiaries is a party or by which the
    Reorganized Company, the Company or any of their respective property or
    assets are bound or to which the Reorganized Company (after giving effect to
    the Merger) or the Company may be subject (it being understood that the
    prior existence and continuation of Liens on the assets of the Reorganized
    Company and its Subsidiaries shall not violate this representation) or (iii)
    will violate any provision of the Certificate of Incorporation or By-Laws of
    the Reorganized Company, the Company or any of their respective
    Subsidiaries.

              (c) No order, consent, approval, license, authorization, or
    validation of, or filing, recording or registration with, or exemption by,
    any Governmental Authority (including without limitation the Iowa Insurance
    Division) is required to authorize or is required in connection with (i) the
    execution, delivery and performance of this Amendment, the Affirmation or
    the Merger or (ii) the legality, validity, binding effect or enforceability
    of this Amendment or the Affirmation, other than those which shall have been
    obtained and shall be in effect as of (x) the Effective Date in connection
    with this Amendment and (y) the Delayed Effective Date in connection with
    the Affirmation and the Merger.

              (d) Immediately after giving effect to this Amendment and the
    Merger, each of the representations and warranties contained in the Facility
    Agreement will be true and correct in all material respects as if made at
    such time; and

              (e) Immediately after giving effect to this Amendment and the
    Merger, no Program Event of Default or Unmatured Default will have occurred
    and be continuing.

         3.   Effective Date. The Immediate Amendments (as defined below) shall
become effective on the date (the "Effective Date") of the execution and
delivery hereof by the Company, the Agent and each of the Lenders. The Delayed
Amendments (as defined below) shall become effective upon such date (the
"Delayed Effective Date") as the Effective Date has occurred and the following
additional conditions have been satisfied:

              (a)  receipt by the Agent substantially contemporaneously with the
    Merger of the Affirmation duly executed by the Reorganized Company;

              (b)  consummation of the Merger;

              (c)  receipt by the Agent substantially contemporaneously with the
    Merger of a certificate, executed by the Secretary or Assistant Secretary of
    the Reorganized Company, certifying an attached copy of the Board of
    Directors' resolutions for the Reorganized Company authorizing, either
    generally or specifically, the execution, delivery and performance under the
    Affirmation;

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              (d) receipt by the Agent of such other documents relating to the
    Merger as the Agent or its counsel may have reasonably requested.

    In the event the Delayed Effective Date has not occurred on or before
    August 31, 2000, the Delayed Amendments shall not become operative and shall
    be of no force or effect. "Immediate Amendments" means the amendments to the
    Facility Agreement set forth in Sections 1(a)(i) (as to the definition of
    "Subsidiary" only) and 1(a)(iii), 1(b) and 1(d) above. "Delayed Amendments"
    means all other amendments to the Facility Agreement set forth in Section 1
    above.

         4.   Reference to and Effect Upon the Facility Agreement.

              (a)  Except as specifically amended above, the Facility Agreement
    and the other Loan Documents shall remain in full force and effect and are
    hereby ratified and confirmed.

              (b)  The execution, delivery and effectiveness of this Amendment
    shall not operate as a waiver of any right, power or remedy of the Agent or
    any Lender under the Facility Agreement or any Loan Document, nor constitute
    a waiver of any provision of the Facility Agreement or any Loan Document,
    except as specifically set forth herein. Upon the effectiveness of this
    Amendment, each reference in the Facility Agreement to "this Agreement",
    "hereunder", "hereof", "herein" or words of similar import shall mean and be
    a reference to the Facility Agreement as amended hereby.

         5.   Costs and Expenses. The Company hereby affirms its obligations
under Section 12.08 of the Facility Agreement to reimburse the Agent for all
reasonable costs, internal charges and out-of-pocket expenses paid or incurred
by the Agent in connection with the preparation, negotiation, execution and
delivery of this Amendment, including but not limited to the attorneys' fees and
time charges of attorneys for the Agent with respect thereto.

         6.   CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1
ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

         7.   Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.

         8.   Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.

                           [signature page to follow]



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              IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date and year first above written.


                             AMERUS LIFE HOLDINGS, INC.

                             By:    s/ Michael G. Fraizer
                                    ---------------------------------
                             Name:     Michael G. Fraizer

                             Title:    Senior Vice President and Chief Financial
                                       Officer









                             BANK ONE, NA,
                             Individually and as Agent

                             By:  s/ Cynthia Priest
                                  -----------------------------------
                                     Cynthia Priest
                                     Vice President




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