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Exhibit 10.1 AMENDED AND RESTATED
RETIREMENT AGREEMENT This
Agreement dated as of 22nd day of August, 2003 between AmerUs Group
Co., an Iowa Corporation (AmerUs) and Victor N. Daley, Executive Vice
President, Chief Administration and Human Resources Officer of AmerUs and
certain of its affiliates (Mr. Daley) hereby amends, restates, confirms and
formalizes certain understandings between Mr. Daley and AmerUs which were
agreed to by Mr. Daley and AmerUs at the time Mr. Daley agreed to undertake his
duties on behalf of AmerUs and its affiliates and predecessors and which have
thereafter been updated to reflect certain changed circumstances. IN CONSIDERATION of Mr. Daleys agreement to accept the aforementioned
position with AmerUs and the continuing performance of those duties and in
consideration of the promises and covenants made hereunder, AmerUs and Mr.
Daley agree as follows. 1. Except as provided in the succeeding sentence, beginning on August 31,
2008, AmerUs agrees to pay to Mr. Daley, or his spouse in the event that Mr.
Daley should predecease her, a monthly amount equal to the Retirement Amount as
calculated below. In the event that Mr. Daley terminates his employment with
AmerUs and its affiliates prior to August 31, 2008, Mr. Daley may elect, by
giving at least 30 days written notice to the AmerUs Benefit and Pension
Committee, to have monthly payments of the Retirement Amounts (or such lesser
amount as provided in the immediately succeeding sentence) commence as of any
month after such termination of employment. In the event of such an election,
the monthly amount payable to Mr. Daley shall be equal to the Retirement Amount
reduced pursuant to the formula set forth in Section 4.03 of the 1/1/96 AmerUs
Pension Plan. For the purposes of the preceding sentence, the term Early
Retirement Date in such Section 4.03 shall be replaced with the term Early




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Commencement Date, as defined in Section 4 of this Agreement, and the
term Normal Retirement Age in such Section 4.03 shall be replaced with the
term age 65. The monthly payments made pursuant to this Agreement shall be
made on the last day of each month beginning August 31, 2008, (or Mr. Daleys
Early Commencement Date, if applicable) until the later of the death of Mr.
Daley or his spouse. 2. The Retirement Amount means the amount calculated by (A) multiplying
..2693% by the number of months that Mr. Daley has been and is employed on a
full time basis by AmerUs and its predecessor companies, (B) multiplying the
product derived in clause (A) by sum of (i) the result of (a) multiplying
$3,000 times the number of months that Mr. Daley has been employed on a
full-time basis by AmerUs minus 37 months and (b) dividing the product derived
in clause (i)(a) by the number of months that Mr. Daley has been employed on a
full-time basis; plus (ii) Mr. Daleys average monthly income as derived from
his Pensionable Earnings, as defined in Article I Subsection (17) of the
All*AmerUs Savings and Retirement Plan (without regard to the last sentence in
such Subsection (17)), excluding income from stock options, stock grants and
other awards under the AmerUs Stock Incentive Plan, and then (C) subtracting
the Monthly Base Amount (as hereinafter defined) from the product of clauses
A and B. The Monthly Base Amount is an amount calculated by (i) adding the
maximum amount which AmerUs would be permitted to contribute in the aggregate
as its matching, core and interim benefit supplement contributions (as
those terms are used in the Plans) for each month that Mr. Daley has been
employed on a full time basis by AmerUs to Mr. Daleys accounts in the
All*AmerUs Savings and Retirement Plan and the All*AmerUs Supplemental
Executive 2




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Retirement Plan, All*AmerUs Excess Benefit Plan and the Non-Qualified
Non-Funded Deferred Compensation Agreement of October 1, 1998 (together the
Plans) assuming that Mr. Daley would make the maximum permitted deferral;
(ii) deducting from the amounts determined under clause (i) two percent (2%) of
the sum of a) Mr. Daleys Pensionable Earnings for each month that he is
employed on a full time basis after January 1, 1996 and b) $3000 per month for
each month that he is employed on a full time basis after October 1, 1998, and
then (iii) crediting the amount of the remainder determined pursuant to the
subtraction of clause (ii) from the amount determined in clause (i) with an
interest rate equal to the actual earnings in the Plans on such remainder; and
(iv) adding (a) the amount of the remainder determined pursuant to the
subtraction of clause (ii) from the amount determined in clause (i) and (b) the
amount calculated in accordance with clause (iii) as of the
8th of the month in
which the first payment under this Agreement shall be made (together the Final
Amount) and then determining the monthly amount that would be payable under a
net single premium life annuity purchased on that date with the Final Amount,
with an initial payment on the last day of the month in which the first payment
under this Agreement shall be made, which utilizes the method of determining
assumptions present in the 1/1/96 American Mutual Life Insurance Pension Plan
which monthly amount shall be the Monthly Base Amount. An illustration of
this calculation in this Section 2 making a number of assumptions, including an
initial payment date of, and a continuation of employment until August 31,
2008, is attached to this Agreement as Exhibit 1.  3.
    
    In the event (a) there is a Change of Control and (b) (i) Mr. Daleys
employment with AmerUs or any successor thereof is terminated, with such
termination being neither by Mr. 3




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Daley nor for Cause (as defined in Section 4), and no Comparable Employment (as
defined in Section 4) is offered to Mr. Daley or (ii) Mr. Daley terminates his
employment for Good Reason, then the Retirement Amount shall be calculated as
if Mr. Daley had continued his employment with AmerUs on a full time basis
until August 31st of 2008 with (1) the number of months in Section 2 (A)-(B)
of this Agreement becoming 156 and (2) the average monthly income for each
month from the date of his initial employment until his termination date being
calculated pursuant to Section 2(B)(ii) and the average monthly income for each
month from the date of termination until August 31, 2008 being equal to the
average monthly income for the full fiscal year ended on the
December 31st
prior to his termination calculated for that period pursuant to Section
2(B)(ii), and the Monthly Base Amount being the amount calculated pursuant to
Section 2 which will only include contributions for months he was actively
employed by AmerUs. The monthly payments made pursuant to this Section 3 shall
begin on August 31, 2008 unless Mr. Daley elects under Section 1 to have such
payments begin on his Early Commencement Date, in which case the payments shall
be adjusted in the manner described in the third sentence of Section 1. 4. The following definitions shall apply to this Agreement. AmerUs Stock Incentive Planshall mean collectively the AmerUs Life
Holdings, Inc. Stock Incentive Plan, the AmerUs Group Co. 2000 Stock Incentive
Plan and the AmerUs Group Co. 2003 Stock Incentive Plan, and any similar plans
enacted after the date hereof. Cause shall mean Mr. Daleys personal dishonesty, gross negligence,
willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform 4




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stated duties, willful violation of any law, rule, or regulation (other than
traffic violations or similar offenses) or final cease-and-desist order, or
material breach of any provision of this
Agreement. Change of Controlshall mean any of the following events: (a) any Person
or group (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the
Exchange Act) other than a Subsidiary of AmerUs Group Co. (for purposes of this
definition, Subsidiary shall mean each of those Persons of which another
Person, directly or indirectly through one or more Subsidiaries, owns
beneficially securities having more than 25% of the voting power in the
election of directors (or Persons fulfilling similar functions or duties) of
the owned Person (without giving effect to any contingent voting rights)) or
any employee benefit plan (or any related trust) of AmerUs Group Co. or a
Subsidiary of AmerUs Group Co., becomes the beneficial owner (as such term is
defined in Rule 13d-3 of the Exchange Act) of (1) 25% or more of the common
stock of AmerUs Group Co. or (2) securities of AmerUs Group Co. that are
entitled to vote generally in the election of directors of AmerUs Group Co.
(Voting Securities) representing 25% or more of the combined voting power of
all Voting Securities of AmerUs Group Co.; (b) the following individuals cease
for any reason to constitute a majority of the number of directors then
serving: individuals who, on the date hereof, constitute the Board of Directors
of AmerUs Group Co. (the Board) and any new director (other than a director
whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of AmerUs Group Co.) whose
appointment or election by the Board or nomination for election by AmerUs Group
Co.s 5




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stockholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for election was previously
so approved or recommended; or (c) there is consummated a merger,
reorganization or consolidation involving AmerUs Group Co. or any direct or
indirect Subsidiary of AmerUs Group Co. and any other corporation or other
entity, other than a merger, reorganization or consolidation which results in
the common stock and Voting Securities of AmerUs Group Co. outstanding
immediately prior to such merger, reorganization or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) at least 60%,
respectively, of the common stock and combined voting power of the Voting
Securities of AmerUs Group Co. or such surviving entity or any parent thereof
outstanding immediately after such merger, reorganization or consolidation, or
(d) the stockholders of AmerUs Group Co. approve a plan of complete liquidation
or dissolution of AmerUs Group Co. or there is consummated an agreement for the
sale or disposition by AmerUs Group Co. of all or substantially all of AmerUs
Group Co.s assets. Comparable Employment shall mean employment with Employer, an Affiliate
thereof or a third party involved in any Change of Control on terms and
conditions which are no less favorable, in the aggregate to the terms and
conditions of employment prevailing with respect to Employee immediately
preceding a Change of Control, provided, however, such an offer of employment
shall not be Comparable Employment if the acceptance of such offer would result
in:  (1)
    
    Assignment of duties or responsibilities that are
substantially inconsistent with 6




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Employees position, duties, responsibility or status with
Employer immediately prior to the Change of Control or a
substantial reduction of Employees duties or responsibilities
as compared with Employees duties and responsibilities
immediately prior to the Change of Control including; without
limitation, Employee ceasing to be an executive officer, as that
term is used pursuant to Regulation §229.401 of Regulation S-K
under the Securities Act of 1933, the Securities Act of 1934 and
the Energy Policy and Conservation Act of 1975, of a public
company;(2)
    
    A reduction in the amount of Employees Base
Compensation, a material reduction in Employees annual incentive
compensation opportunity or long term incentive compensation
opportunity (including an adverse change in performance criteria
or a decrease in the target amount of annual or long term
incentive compensation) or a material reduction in any other
employee perquisites to which Employee is entitled, from that in
effect immediately prior to the Change of Control, or(3)
    
    A relocation of Employees principal office to a
location more than thirty-five (35) miles from the location of
such office immediately prior to the Change of Control. Early Commencement Dateshall mean the last day of the month in which
Mr. Daley elects to have monthly payments begin pursuant to the second sentence
of Section 1. Good Reasonshall mean the occurrence of both (i) a Change of Control
without Employee 7




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being offered Comparable Employment and (ii) a Material Event. Material Eventshall mean the occurrence of any one of the following
events without Employees express written consent:  (1)
    
    The assignment to Employee of duties substantially
inconsistent with Employees position, duties, responsibility or
status with Employer or a substantial reduction of Employees
duties or responsibilities, as compared with Employees duties or
responsibilities prior to such reduction, or any removal of
Employee from, or any failure to re-elect Employee to, the
position Employee held at the time of such removal or failure to
re-elect, except in connection with termination of employment for
Cause including, without limitation, Employee ceasing to be an
executive officer, as that term is used pursuant to Regulation
§229.401 of Regulation S-K under the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Energy Policy and
Conservation Act of 1975, of a public company; or(2)
    
    A reduction in the amount of Employees Base
Compensation, a material reduction in payments received by
Employee under any bonus or incentive plans in which Employee
participates or a material reduction in any other employee
perquisites to which Employee is entitled; or(3)
    
    The relocation of Employees principal office to a
location more than thirty-five (35) miles from the location of
such office immediately prior to such relocation; or 8




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(4)
    
    Any material breach of Employer of any of the
provisions of this Agreement. Transactionshall mean any merger, consolidation, tender or exchange
offer, dissolution, liquidation, sale or exchange of stock, business
combination, sale or exchange of all or substantially all assets,
demutualization or other similar transaction or combination of the foregoing by
or between persons who were not under common control prior to the transaction. 5. This Agreement does not constitute an agreement of employment or the
promise to employ Mr. Daley for any specified period of time. It continues to
be the understanding between AmerUs and Mr. Daley that Mr. Daley is and will
continue to be an employee at will. 6. This Agreement may not be amended or modified in any way except in a
writing signed by both parties. 7. This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the parties. 8. AmerUs and Mr. Daley designate the AmerUs Benefit and Pension
Committee, as appointed by the Board of Directors, to administer and interpret
this Agreement with all
necessary discretion. The determinations of the AmerUs Benefit and Pension
Committee shall be binding on the parties hereto. 9. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, written and oral, among the parties with respect to the subject
matter hereof including the agreements of June 27, 1997 and March 14, 2000. 9




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Executed
as of the 22nd day of August, 2003. AmerUs Group Co.By:
    
    /s/ Roger K. BrooksRoger K. Brooks/s/ Victor N. DaleyVictor N. Daley
 10