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Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN MUTUAL HOLDING COMPANY TO THE SECRETARY OF STATE
OF THE STATE OF IOWA: The corporation hereinafter named (Corporation) does hereby adopt the following Amended and
Restated Articles of Incorporation: 1. The name of the Corporation is American Mutual Holding Company. These amended and restated
articles of incorporation change the name of the Corporation to AmerUs Group Co. and effect other
corporate changes. 2. The Articles of Incorporation of the Corporation are amended and restated so as henceforth to
read in their entirety as follows: ARTICLE I NAME The name of the corporation is AmerUs Group Co. (the Corporation) by which name it shall continue
to do business and shall have and retain all of its property, rights and privileges. ARTICLE II PLACE OF BUSINESS; REGISTERED OFFICE AND AGENT The location of the principal executive office of the Corporation is 699 Walnut Street, Des Moines,
Iowa 50309. The registered office of the Corporation shall be at the same address and the name of
its initial registered agent under these Amended and Restated Articles of Incorporation at that
office is James A. Smallenberger. ARTICLE III PERPETUAL EXISTENCE The Corporation shall have perpetual existence.




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ARTICLE IV PURPOSES The purpose for which the Corporation is organized is the transaction of any and all lawful
business for which corporations may be organized under the Iowa Business Corporation Act. ARTICLE V EXEMPTION OF PRIVATE PROPERTY The private property of the shareholders, directors, officers, agents and managers of the
Corporation shall in no case be liable for corporate debts, but shall be exempt therefrom. ARTICLE VI CAPITALIZATION Section 1. The aggregate number of shares of all classes of capital stock which the Corporation shall have
authority to issue is two hundred and fifty million (250,000,000) shares, of which twenty million
(20,000,000) shares shall be preferred stock, no par value, issuable in one or more series and two
hundred thirty million (230,000,000) shares shall be common stock, no par value. Section 2. The shares of common stock of the Corporation shall, in all respects, entitle the holder to the
same rights and preferences, and subject the holder to the same qualifications, limitations and
restrictions as all other holders of common stock. The shares of common stock of the Corporation
are and shall be subject to the relative rights, preferences, qualifications, limitations, and
restrictions of any class or series of preferred stock now or hereafter issued by the Corporation. Section 3. The Board of Directors of the Corporation is hereby expressly authorized, at any time and from time
to time, to divide the shares of preferred stock into one or more series, to issue from time to
time in whole or in part the shares of preferred stock or the shares of any series thereof, and in
the resolution or resolutions providing for the issue of shares of preferred stock or of a
particular series to fix and determine the voting powers, full or limited, or no voting powers, and
such designations, preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof that may be desired, to the fullest extent now
or hereafter permitted by Section 490.602 of the Iowa Business Corporation Act, as amended from
time to time; provided, however, in no event shall preferred stock have more than one vote for each
share of preferred stock. -2-




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Section 4. No shareholder of the Corporation shall be entitled to exercise any right of cumulative voting. ARTICLE VII MANAGEMENT Section 1. The business and affairs of the Corporation shall be under the direction of the Board of Directors.
The authorized number of directors shall in no case be fewer than seven (7) or more than
twenty-one (21). The exact number of directors within such range shall be fixed from time to time
by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of
the entire Board of Directors then in office. Section 2. The directors of the Corporation, other than those who may be elected by the holders of any class
or series of preferred stock, shall be divided into three classes, as nearly equal in number as
reasonably possible, determined by terms expiring in successive years: Class I, Class II and Class
III. The directors in Class I shall be Wesley H. Boldt, Des Moines, Iowa; Roger K. Brooks, Des
Moines, Iowa; and F. A. Wittern, Jr., West Des Moines, Iowa; and each such person shall serve a
term expiring at the first annual shareholders meeting following the effective date hereof; the
directors in Class II shall be John R. Albers, Dallas, Texas; Dr. Joseph A. Borgen, St. Charles,
Iowa; Thomas F. Gaffney, Tierra Verde, Florida; and Jack C. Pester, Houston, Texas; and each such
person shall serve a term expiring at the second annual shareholders meeting following the
effective date hereof; and the directors in Class III shall be Malcolm Candlish, Osprey, Florida;
Ralph W. Laster, Jr., Topeka, Kansas; John W. Norris, Jr., Richardson, Texas; and John A. Wing,
Evanston, Illinois; and each such person shall serve a term expiring at the third annual
shareholders meeting following the effective date hereof. After the initial term of the directors
of a class of directors under these Amended and Restated Articles of Incorporation, each director
of such class as may be elected shall be elected for a term expiring on the third annual
shareholders meeting following the annual meeting at which such director is elected. No decrease
in the number of directors shall shorten the term of any incumbent director. Each director shall
serve until a successor is duly elected and qualified, and shall be eligible for re-election. Section 3. The Board of Directors shall have the power without the assent or vote of the shareholders of the
Corporation to adopt such Bylaws and rules and regulations for the transaction of business of the
Corporation not inconsistent with these Amended and Restated Articles of Incorporation or the laws
of the State of Iowa, and to amend, alter or repeal such Bylaws, rules or regulations. Advance
notice of nominations for the election of directors and of business to be brought by shareholders
before any meeting of shareholders of the Corporation shall be given in the manner -3-




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and to the extent provided in the Bylaws of the Corporation. The Board of Directors may fix reasonable
compensation of the directors for their services. Section 4. A majority of the directors then in office, in their sole discretion, and whether or not consisting
of less than a quorum, may elect a replacement director to serve during the unexpired term of any
director previously elected whose office is vacant as a result of death, resignation, retirement,
disqualification, removal or otherwise, and may elect directors to fill any newly created
directorships. Except as otherwise expressly provided by law and subject to the terms of any
preferred stock, the shareholders may not elect a replacement director to fill any vacancy on the
Board of Directors caused by death, resignation, retirement, disqualification, removal or
otherwise, and may not elect directors to fill any newly created directorships. At any election of
directors by the Board of Directors to fill any vacancy caused by an increase in the number of
directors, the terms of the office for which candidates are nominated and elected shall be divided
as set forth in Section 2 of this Article VII. A director may be removed with or without cause by
the shareholders. ARTICLE VIII INDEMNIFICATION The Corporation shall indemnify a director for liability (as such term is defined in section
490.850(5) of the Iowa Business Corporation Act) for any action taken, or any failure to take any
action, as a director, except liability for any of the following: (1) receipt of a financial
benefit by a director to which the director is not entitled; (2) an intentional infliction of harm
on the Corporation or the shareholders; (3) a violation of section 490.833 of the Iowa Business
Corporation Act; or (4) an intentional violation of criminal law. Without limiting the foregoing,
the Corporation shall exercise all of its permissive powers as often as necessary to indemnify and
advance expenses to its directors and officers to the fullest extent permitted by law. If the Iowa
Business Corporation Act is hereafter amended to authorize broader indemnification, then the
indemnification obligations of the Corporation shall be deemed amended automatically and without
any further action to require indemnification and advancement of funds to pay for or reimburse
expenses of its directors and officers to the fullest extent permitted by law. Any repeal or
modification of this Article shall be prospective only and shall not adversely affect any
indemnification obligations of the Corporation with respect to any state of facts existing at or
prior to the time of such repeal or modification. ARTICLE IX DIRECTORS NOT PERSONALLY LIABLE A director of the Corporation shall not be personally liable to the Corporation or its shareholders
for money damages for any action taken, or any failure to take any action, as a director, except
liability for any of the following: (1) the amount of a financial benefit received by a director to -4-




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which the director is not entitled; (2) an intentional infliction of harm on the Corporation or the
shareholders; (3) a violation of section 490.833 of the Iowa Business Corporation Act; or (4) an
intentional violation of criminal law. If the Iowa Business Corporation Act is hereafter amended
to authorize the further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be eliminated or limited to the extent of such amendment, automatically and
without any further action, to the fullest extent permitted by law. Any repeal or modification of
this Article shall be prospective only and shall not adversely affect any limitation on the
personal liability or any other right or protection of a director of the Corporation with respect
to any state of facts existing at or prior to the time of such repeal or modification. ARTICLE X ADOPTION OF IOWA BUSINESS CORPORATION ACT The Corporation voluntary elects to adopt the provisions of the Iowa Business Corporation Act
pursuant to Section 490.1701, of the Iowa Business Corporation Act. ARTICLE XI CORPORATE SEAL The Corporation shall have no corporate seal. 1. The date of adoption of the Amended and Restated Articles of Incorporation by the Board of
Directors of the Corporation was December 17, 1999. 2. The duly adopted Amended and Restated Articles of Incorporation supersedes the original articles
of incorporation and all amendments therein. 3. The Amended and Restated Articles of Incorporation amend the original articles of incorporation.
The designation, number of members of the Corporation qualified to vote, number of votes entitled
to be cast by each voting group entitled to vote separately on the Amended and Restated Articles of
Incorporation, and the number of votes of each voting group indisputably represented at the meeting
is as follows: NUMBER OF
    
    
    
    VOTES ENTITLEDMEMBERS
    
    
    
    TO BE CAST ON
    
    
    
    VOTESENTITLED TO
    
    
    
    RESTATED
    
    
    
    REPRESENTEDDESIGNATION OF GROUP
    
    
    VOTE
    
    
    
    ARTICLES
    
    
    
    AT MEETINGMembers qualified
to vote
    
    
    
    295,126
    
    
    
    
    295,126
    
    
    
    
    101,837
 4a. The total number of votes cast for and against the Amended and Restated Articles of
Incorporation by each voting group entitled to vote separately on the Amended and Restated Articles
of Incorporation is as follows: -5-




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VOTING GROUP
    
    
    VOTES FOR
    
    
    
    VOTES AGAINSTMembers qualified to vote
    
    
    
    99,337
    
    
    
    
    2,500
 The number of votes cast for the Amended and Restated Articles of Incorporation by each voting
group was sufficient for approval by that voting group. 5. The effective time and date of these Amended and Restated Articles of Incorporation shall be the
time and date of filing of these Amended and Restated Articles of Incorporation by the Secretary of
State of Iowa. IN WITNESS WHEREOF, American Mutual Holding Company has caused this Amended and Restated Articles
of Incorporation to be signed by Roger K. Brooks, its Chairman, President and Chief Executive
Officer, this 20th day of September, 2000. America
    
    n Mutual Holding CompanyBy:
    
    /s/ Roger K. BrooksRoger K. Brooks, Chairman, PresidentATTEST:
    
    
    
    and Chief Executive Officer/s/ James A. SmallenbergerJames A. Smallenberger, Secretary
 STATE OF IOWA
    
    ))SSCOUNTY OF POLK
    
    )
 On this 20th day of September, 2000, before me, the undersigned, a Notary Public in
and for said State, personally appeared Roger K. Brooks and James A. Smallenberger, being by me
duly sworn, did say that Roger K. Brooks is the Chairman, President and Chief Executive Officer and
that James A. Smallenberger is the Secretary of American Mutual Holding Company, executing the
within and foregoing instrument; that said instrument was signed on behalf of said Corporation by
authority of its Board of Directors; and the said Chairman, President and Chief Executive Officer,
and Secretary, severally as such officer, acknowledged the execution of said instrument to be the
voluntary act and deed of said Corporation, by it and by him voluntarily executed. /s/ Juli L. AldrichNotary Public in and for said State
 -6-