##### 



Exhibit 10.1

SUPPLEMENTAL BENEFIT AGREEMENT

THIS SUPPLEMENTAL BENEFIT AGREEMENT (this Agreement) is entered into and
made effective as of the 3rd day of February, 2003, by and between            
     , residing at            (Employee), and AmerUs Group Co., an
Iowa corporation having its principal place of business at 699 Walnut St, Des
Moines, IA 50309 (Employer).

WHEREAS, Employer currently employs Employee as            of Employer; and

WHEREAS, Employer and Employee wish to enter into an agreement concerning
a certain aspect of their employment relationship;

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

Section 1.     Definitions. Whenever used herein, capitalized words and
phrases, unless the context otherwise requires, shall have the meanings
ascribed in the text, or as set forth on Exhibit A, which is attached hereto
and made a part hereof.

Section 2.     Termination of Employment by Employee for Good Reason.

a. If the employment of Employee is terminated by Employee for Good
Reason, Employee shall be entitled to the Severance Payment and the Continued
Benefits.

b. Any offer of Comparable Employment following a Change of Control shall
remain open for at least fifteen (15) days after such offer is extended to
Employee. If Employee does not accept an offer of Comparable Employment
following a Change of Control within fifteen (15) days after it is offered, all
rights of Employee under this Agreement shall cease.

c. If Employee timely accepts an offer of Comparable Employment following
a Change of Control and if within three (3) years following the date such offer
of Comparable Employment is accepted either (i) the employment of Employee is
terminated by Employer without Cause (as such term is described in Section 4
hereof) or (ii) a Material Event occurs and Employee elects to terminate his or
her employment with Employer (which will also be considered a termination of
employment by Employee for Good Reason for purposes hereof), then Employee
shall be entitled to the Severance Payment and the Continued Benefits.

Section 3.     Termination of Employment by Employer Following Change of
Control. If the employment of Employee is terminated by Employer following a
Change of Control, and such termination is not for Cause as described in
Section 4 hereof, Employee shall be entitled to the Severance Payment and the
Continued Benefits; provided, however, that if Employee accepts an offer of
Comparable Employment, the provisions of Section 2(c) shall apply rather than
this Section 3.

Section 4.     Termination of Employment by Employer for Cause. Employer may
terminate the employment of Employee at any time for Cause. Employer shall have
Cause to terminate Employees employment for Employees personal dishonesty,
gross negligence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, or willful
violation of any law, rule, regulation (other than traffic violations or
similar offenses) or final cease-and-desist order, in each case, that has not
been cured within 30 days after a written notice is delivered to Employee by
Employer, which specifically identifies the circumstances which
42

constitute Cause. Upon termination for Cause, all rights of Employee
under this Agreement shall cease as of the Termination Date.

Section 5.     Notice of Termination. Any termination of the employment of
Employee shall be communicated by a Notice of Termination to the other party
hereto. If there is any dispute or controversy under this Agreement with
respect to Employees entitlement to the Severance Payment or Continued
Benefits, or the amount of same, except in the event of a termination for Cause
by Employer, Employer shall continue to pay Employee the full compensation and
benefits in effect when the Notice of Termination was given (including without
limitation Base Compensation and payments under any bonus and incentive plans
in which Employee participates), until the earlier of the date when the dispute
is finally resolved or twelve (12) months from the date when the Notice of
Termination was given. Amounts paid under the preceding sentence shall be
offset against and shall reduce any other amounts due under this Agreement,
including any Severance Payment or Continued Benefits and any arbitration award
under Section 11 hereof.

Section 6.     Severance Payment.

a. In the event the employment of Employee is terminated by Employee for
Good Reason as described in Section 2 hereof or by Employer following a Change
of Control as described in Section 3 hereof, Employer shall pay to Employee the
following Severance Payment, which shall be paid in a lump sum within
thirty-five (35) days following the Termination Date:

(i) Any amount of Employees Base Compensation earned but unpaid through
the Termination Date; and

(ii) In lieu of any further salary or other payments of any kind to
Employee for periods after the Termination Date, an amount equal to:



| | (1) |  | the sum of:
| | --- |  | -----------



| | (A) |  | Employees Base
Compensation, plus                                                                                                                                                                                                                                                                                                                              
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B) |  | the amount of
Employees annual Employers Management
Incentive Plan award with respect to the year
in which the Termination Date occurs, assuming
the Plan Target Level (as defined by the
Employers Management Incentive Plan) had been
achieved and that all other terms and
conditions of the Employers Management
Incentive Plan had been satisfied; plus
|
| | (C) |  | the amount of
contributions made by Employer to the Plans for
the benefit of Employee with respect to the
year prior to the year in which the Termination
Date occurs.                                                                                                                                                                                          



| | (2) |  | multiplied by the number three (3).
| | --- |  | -----------------------------------

(iii) An amount equal to the contributions from the Employer the Employee
would have otherwise been entitled to under the Plans if Employee had remained
an employee of Employer until and including December 31 of the calendar year in
which Employees employment terminates.

b.   (i)     Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that any payment or distribution by Employer to
Employee (whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 6.b.) (a Payment) is subject
to the excise tax imposed by Section 4999 of the
43

Internal Revenue Code of 1986, as amended (the Code), or any interest or
penalties are incurred by Employee with respect to such excise tax (such excise
tax, together with any such interest and penalties, are hereinafter
collectively referred to as the Excise Tax), then Employer shall pay to
Employee an additional payment (a Gross-Up Payment) in an amount such that
after payment by Employee of all taxes (including any interest or penalties
imposed with respect to such taxes), including without limitation, any federal,
state or local income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments.

(ii)     Subject to the provisions of Section 6.b.(iii), all determinations
required to be made regarding whether and when a Gross-Up Payment is required
and the amount of such Gross-Up Payment and the assumptions to be utilized in
arriving at such determination shall be made by Employers public accounting
firm (the Accounting Firm) which shall provide detailed supporting
calculations both to Employer and Employee as soon as possible following a
request made by Employee or Employer. In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting
the Change of Control, Employer shall appoint another nationally recognized
public accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder).
All fees and expenses of the Accounting Firm shall be borne solely by Employer.
Any Gross-Up Payment shall be paid by Employer to Employee within five (5) days
of the receipt of the Accounting Firms determination. If the Accounting Firm
determines that no Excise Tax is payable by Employee, it shall furnish Employee
with a written opinion that failure to report the Excise Tax on Employees
applicable federal income tax return would not result in the imposition of a
negligence or similar penalty. Any determination by the Accounting Firm shall
be binding upon Employer and Employee. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by Employer should have been made
(Underpayment), consistent with the calculations required to be made
hereunder. In the event that Employer exhausts its remedies pursuant to Section
6.b.(iii), and Employee thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that
has occurred and any such Underpayment shall be promptly paid by Employer to or
for the benefit of Employee.

(iii)     Employee shall notify Employer in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by
Employer of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten (10) business days after Employee is informed
in writing of such claim and shall apprise Employer of the nature of such claim
and the date on which such claim is requested to be paid. Employee shall not
pay such claim prior to the expiration of the 30-day period following the date
on which Employee gives such notice to Employer (or such shorter period ending
on the date that any payment of taxes with respect to such claim is due). If
Employer notifies Employee in writing prior to the expiration of such period
that it desires to contest such claim, Employee shall:



| | (1) |  | give Employer any information
reasonably requested by Employer relating to such
claim,                                                                                                                                                                               
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | take such action in connection with
contesting such claim as Employer shall reasonably
request in writing from time to time, including,
without limitation, accepting legal representation with
respect to such claim by an attorney reasonably
selected by Employer,
|
| | (3) |  | cooperate with Employer in good
faith to effectively contest such claim, and                                                                                                                                                                                         
|
| | (4) |  | permit Employer to participate in
any proceedings relating to such claim;                                                                                                                                                                                            

provided, however, that Employer shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold Employee harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of

44



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such representation and payment of costs and expenses. Without limitation on
the foregoing provisions of this Section 6.b.(iii), Employer shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct Employee to pay the tax claimed and sue for a refund
or contest the claim in any permissible manner, and Employee agrees to
prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as
Employer shall determine; provided further, that if Employer directs Employee
to pay such claim and sue for a refund, Employer shall advance the amount of
such payment to Employee on an interest-free basis and shall indemnify and hold
Employee harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such
advance; and provided further, that any extension of the statute of limitations
relating to payment of taxes for the taxable year of Employee with respect to
which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, Employers control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and Employer shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue Service or any other taxing
authority.

(iv) If,     after the receipt by Employee of an amount advanced by Employer
pursuant to Section 6.b.(iii), Employee becomes entitled to receive, and
receives, any refund with respect to such claim, Employee shall (subject to
Employers complying with the requirements of Section 6.b.(iii)) promptly pay
to Employer the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by
Employee of any amount advanced by Employer pursuant to Section 6.b.(iii), a
determination is made that Employee shall not be entitled to any refund with
respect to such claim and Employer does not notify Employee in writing of its
intent to contest such denial of refund prior to the expiration of thirty (30)
days after such determination, then such advance shall be forgiven and shall
not be required to be repaid and the amount of such advance shall offset, to
the extent thereof, the amount of Gross-Up Payment required to be paid.

Section 7.     Continued Benefits. In the event the employment of Employee is
terminated by Employee for Good Reason as described in Section 2 hereof or by
Employer following a Change of Control as described in Section 3 hereof,
Employer shall continue to provide to Employee the Continued Benefits described
in this Section 7. Employer shall maintain in full force and effect, for the
benefit of Employee for three (3) years after the Termination Date, all
employee welfare benefit plans and programs or arrangements and perquisites,
including automobile allowance and tax planning services, provided to Employee
immediately prior to the Termination Date (collectively, the Continued
Benefits); provided, however, that Employees continued participation is
possible under the general terms and provisions of such plans, programs and
arrangements. In the event that Employees continued participation in any such
plan, program or arrangement or perquisites is not possible, Employer shall
arrange to provide Employee with substantially equivalent benefits. At the end
of the period of coverage, Employee shall have the option to have assigned to
Employee at no cost and with no apportionment of prepaid premiums any
assignable insurance policy owned by Employer and relating specifically to
Employee. Notwithstanding the foregoing, benefits otherwise receivable by
Employee pursuant to this section shall be reduced to the extent benefits of
the same type are received by Employee during Employees period of extended
coverage. In addition, Employee shall be fully vested in all of his or her
account in the All*AmerUs Savings & Retirement Plan and the All*AmerUs
Supplemental Executive Retirement Plan.

Section 8.     No Mitigation. Employee shall not be required to mitigate the
amount of any Severance Payment or Continued Benefits by seeking other
employment or otherwise, nor shall the amount of any Severance Payment or
Continued Benefits (other than the earlier termination of certain employee
benefits as described in Section 7 hereof) be reduced by any compensation
earned by Employee as a result of employment by another employer after
termination of this Agreement or otherwise. Employers obligation to pay
Employee the compensation and make the arrangements provided herein shall be
absolute and unconditional and, following any Change of Control, shall not be
affected by any circumstances, including without limitation any set-off (except
as provided in Sections 5 and 9.b. hereof), counterclaim, recoupment, defense
or other rights which Employer may have. Except as otherwise provided herein,
all amounts payable by Employer shall be paid without notice or demand.

45



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Section 9.     Indemnification.

a.     In addition to the costs and expenses to be borne by Employer pursuant
to the provisions of Section 6.b. herein, Employer shall pay, and indemnify
Employee against, all costs and expenses, including without limitation the fees
and expenses of attorneys, arbitrators, experts and witnesses, incurred by or
on behalf of Employee in connection with any arbitration or legal claim or
proceeding arising from this Agreement or the interpretation thereof, to the
extent that Employee is successful, on the merits or otherwise, in any such
claim or proceeding. If Employee is not wholly successful in such claim or
proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such claim or proceeding, then
Employer shall indemnify Employee against all such costs and expenses incurred
by Employee or on Employees behalf in connection with each successfully
resolved claim, issue or matter.

b.     Employer shall advance all such costs and expenses incurred by or on
behalf of Employee in connection with any such claim or proceeding referred to
in Section 9.a. hereof within twenty (20) days after receipt by Employer of a
statement or statements from Employee requesting such advance or advances,
whether prior to or after final disposition of such claim or proceeding. Such
statement or statements shall reasonably evidence the costs and expenses
incurred by Employee and shall be preceded or accompanied by an undertaking by
or on behalf of Employee to repay any costs and expenses advanced if it shall
ultimately be determined that Employee is not entitled to be indemnified
against such costs and expenses and, furthermore, if Employee fails to repay
any costs and expenses that are advanced, then such amounts shall be offset
against and shall reduce any other amounts due to Employee under this
Agreement.

Section 10.     Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telecopier or commercial courier guaranteeing next day
delivery to the respective addresses provided for Employer and Employee in the
introductory paragraph of this Agreement. Notices to Employer shall be
addressed to the attention of the Chairman of the Human Resources Committee for
the Board of Directors and the Executive Vice President, Chief Administration
and Human Resources Officer of Employer. All such notices and communications
shall be deemed to have been duly given; at the time delivered by hand, if
personally delivered; five (5) business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and
the next business day after timely delivery to the courier, if sent by
commercial courier guaranteeing next day delivery.

Section 11.     Arbitration. Employer and Employee agree that any disputes
arising out of or relating to this Agreement shall be arbitrated in accordance
with the rules of the American Arbitration Association and the Federal
Arbitration Act. Such arbitration shall be held in Des Moines, Iowa. No party
shall initiate arbitration unless, at least thirty (30) days prior thereto,
such party has given the other party written notice of the intent to initiate
arbitration and a detailed description of the basis of the dispute. A single
arbitrator (or, in any matter in which the amount in controversy exceeds
$500,000, a panel of three (3) arbitrators) shall interpret this Agreement in
accordance with Iowa laws and shall conduct proceedings in accordance with the
Federal Rules of Civil Procedure. Punitive damages, if any, awarded by the
arbitrator(s) shall not exceed two (2) times compensatory damages awarded. Any
award of the arbitrator(s) shall be deemed final, and judgment upon such award
may be entered and enforced in any Iowa District Court and transferred to any
other jurisdiction.

Section 12.     Tax Withholding. Employer shall have the right to withhold
from any transfer or payment made to Employee or to any other Person hereunder,
whether such payment is to be made in cash or other property, all applicable
federal, state, city or other taxes or foreign taxes as shall be required in
the determination of Employer pursuant to any statute or governmental
regulation or ruling.

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Section 13.     Interest. Employer shall pay Employee interest at a rate of
ten percent (10%) per annum on any benefits payable to Employee hereunder not
paid by the date provided for herein from such date until the date of payment.

Section 14.     General Creditor. Nothing contained in this Agreement and no
action taken pursuant to the provisions of this Agreement shall create or be
construed to create a trust of any kind or a fiduciary relationship between
Employer and Employee or any other Person, nor shall any money or property of
Employer be segregated for the benefit of Employee to satisfy the obligations
of Employer hereunder. To the extent that Employee acquires a right to receive
payments hereunder, such rights shall be no greater than the right of any
general unsecured creditor of Employer. Except as expressly provided herein,
each payment shall be made in cash from the general assets of Employer.

Section 15.     No Waiver. The failure of either party to require the
performance of any term or condition of this Agreement, or the waiver by either
party of any breach of this Agreement, shall not prevent a subsequent
enforcement of any term or condition nor be deemed to be a waiver of any
subsequent breach by either party.

Section 16.     Binding Effect. This Agreement shall be binding on and inure
to the benefit of the successors and assigns of Employer. This Agreement shall
inure to the benefit of and be enforceable by Employees personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.

Section 17.     No Assignment. The right of Employee or any other Person to
the payment of amounts or other benefits under this Agreement shall not be
assigned, alienated, hypothecated, placed in trust, disposed of, transferred,
pledged or encumbered (except as provided in Section 16 herein) and, to the
extent permitted by law, no such amount or payment shall in any way be subject
to any legal process to subject the same to the payments of any claim against
Employee or any other Person.

Section 18.     Paragraphs and Other Headings. The paragraph headings
contained in this Agreement are for reference purposes only and shall not
affect the interpretation of this Agreement.

Section 19.     Governing Law. This Agreement and all transactions
contemplated by this Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Iowa, without regard to principles
of conflicts of laws.

Section 20.     Severability. If any one or more of the provisions contained
in this Agreement shall for any reason be held invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement, which shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein. It
is the intention of the parties that if any provision of this Agreement is
capable of two constructions, one of which would render the provision void and
the other of which would render the provision valid, then the provision shall
have the meaning that renders it valid.

Section 21.     At-Will Employment. Nothing in this Agreement shall alter the
at-will nature of Employees employment with Employer, it being understood
that the at-will nature of Employees employment with Employer shall in no
way alter the benefits to which Employee is otherwise entitled under this
Agreement.

Section 22.     Survivability. The obligations of Employer and Employee under
this Agreement shall survive the termination of this Agreement.

Section 23.     Employer After a Change of Control. Following a Change of
Control and the acceptance by Employee of an offer of Comparable Employment,
the term Employer shall be deemed to mean the actual employer of Employee
(which may be Employer, an affiliate thereof or some other Person involved in
the Change of Control).

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Section 24.     Entire Agreement. This Agreement sets forth the entire
understanding of the parties and supersedes all other representations,
agreements including those dated February 1, 2000 and     between the
Employee and AmerUs Life holdings Inc. and understandings, oral or otherwise,
between or among the parties with respect to the matters contained herein as
related to a Change in Control but excluding matters related to stock options
agreements between the Employer and the Employee [and matter dealt with in the
agreement of     between the Employer and the Employee].*

IN WITNESS WHEREOF, the parties have set their respective signatures as of
the day and year first above written.

|              |  |                                            |  |                                         |  | 
|------------- |  | ------------------------------------------ |  | --------------------------------------- |  | 
|              |  |                                            |  | AmerUs Group Co.                       
|              |  |                                            |  |                                         |  | 
|By:           |  |                                            |  | By:                                     |  | 
|              |  |                                            |  |                                        
|Printed Name: |  | Victor N. Daley, Executive Vice President,
|              |  |                                            |  | Chief Administration and Human Resource
|              |  |                                            |  | Officer                                

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EXHIBIT A

DEFINITIONS

Affiliateshall mean with respect to any Person, any Person which,
directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with such entity; provided, however,
that any Person which owns directly or indirectly ten percent (10%) or more of
the securities having ordinary voting power for the election of directors or
any other governing body of a corporation or ten percent (10%) or more of the
partnership or other ownership interests of any other Person (other than as a
limited partner of such Person) will be deemed to control such Person.

Base Compensationshall mean the greater of (i) the semi-monthly salary
paid to Employee by Employer which was in effect immediately prior to the
Termination Date or (ii) the semi-monthly salary paid to Employee by Employer
which was in effect prior to any reduction thereof made without the written
consent of Employee, in either case multiplied by twenty-four (24).

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 Employer (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 Employer or a Subsidiary of
Employer, 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 Employer or (2)
securities of Employer that are entitled to vote generally in the election of
directors of Employer (Voting Securities) representing 25% or more of the
combined voting power of all Voting Securities of Employer; (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 Employer (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 Employer) whose
appointment or election by the Board or nomination for election by Employers
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 Employer or any direct or indirect
Subsidiary of Employer and any other corporation or other entity, other than a
merger, reorganization or consolidation which results in the common stock and
Voting Securities of Employer 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 Employer or such
surviving entity or any parent thereof outstanding immediately after such
merger, reorganization or consolidation, or (d) the stockholders of Employer
approve a plan of complete liquidation or dissolution of Employer or there is
consummated an agreement for the sale or disposition by Employer of all or
substantially all of Employer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 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
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |     |  | 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;                                                                                                                                                                                                                                 
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (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.                                                                                                                                                                                                                                                                                                                   

Exchange Actshall mean the Securities Exchange Act of 1934, as amended
from time to time.

Good Reasonshall mean the occurrence of both (i) a Change of Control
without Employee 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]2; 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (4) |  | Any material breach by Employer of any of the provisions of
this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Notice of Terminationshall mean written notice of the termination of
the employment of Employee.

Personshall mean as such term is used in Rule 13d-5 under the Exchange
Act.

Plansshall mean, collectively, the All*AmerUs Savings & Retirement
Plan, the All*AmerUs Supplemental Executive Retirement Plan, the
All*AmerUs
Excess Benefit Plan, the Interim Benefit Supplement, any trust agreements
related to the foregoing and any successor plans.

Severance Paymentshall mean the payment described in Section 6
hereof.Termination Dateshall mean the date on which the employment of
Employee with Employer terminates.

2 Insert into agreements for executive officers only.

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