Exhibit 10.2
**TAX ALLOCATION AND INDEMNIFICATION AGREEMENT**
          TAX ALLOCATION AND INDEMNIFICATION AGREEMENT (this “Agreement”) dated asof July 1, 2000 among Parent and the Members, on behalf of themselves and theirwholly-owned subsidiaries:
          WHEREAS, the parties to this Agreement are currently Members of anaffiliated group (the “Group”) within the meaning of Section 1504(a) of theInternal Revenue Code of 1986 (the “Code”), of which Parent has been the commonparent since June 30, 1996;
          WHEREAS, Parent has filed or will file consolidated Federal income taxreturns (“Group Tax Returns”) and other tax returns on behalf of the Group forcertain periods relevant hereto;
          WHEREAS, Parent and the Members of the Group have or may file state incomeand franchise tax returns on a combined or consolidated basis; and
          WHEREAS, Parent and the Members desire to set forth their rights andobligations with respect to certain tax liabilities.
          NOW THEREFORE, in consideration of the mutual promises and covenantscontained herein, the parties agree as follows:
          1.       Definitions. For purposes of this Agreement:
                 a.       Applicable Period; Tax Period. The term “Applicable Period” shallrefer to the tax period beginning January 1, 1999 and continue for allsubsequent taxable years unless the parties agree in writing to terminate theAgreement. The term “Tax Period” shall refer to all taxable periods beginningor ending in the Applicable Period.
                 b.       Group. The term “Group” shall refer to the affiliated group (withinthe meaning of Section 1504(a) of the Code) which includes Parent and theMembers.
                 c.       Parent. The term “Parent” shall refer to the common parent of theGroup.
                 d.       Members. The term “Members” shall refer to those listed in Appendix Aand to all corporations that would from time to time be eligible or required tobe included in a consolidated Federal income tax return with Parent per Section11 of this Agreement.
                 e.       Group Tax Liability; Group AMT Liability. The term “Group TaxLiability” shall mean the consolidated Federal income tax liability, if any,reported on the Group Tax Return (as adjusted under Section 8 of thisAgreement). For purposes of this Agreement, the term “Group AMT Liability”shall mean the alternative minimum tax liability under Section 55 of the Code,if any, reported on the Group Tax Return (as adjusted under Section 8 of thisAgreement).
          2.       Cooperation in Filing Returns. Parent shall be responsible forpreparing the Group Tax Returns for each Tax Period and shall prepare thosereturns in a manner which fairly reflects the interests of the Members. TheMembers will cooperate with Parent in the preparation and filing of the GroupTax Returns for each Tax Period, regardless of whether such returns areprepared after the Applicable Period, and provide such assistance anddocuments, without charge, as may reasonably be requested by Parent for thatpurpose.
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           3.       Allocation of Group Tax Liability to Parent and the Members. The GroupTax Liability for each Tax Period shall be allocated among the Parent and theMembers as provided in this Section 3 in the following manner:
                 a.       For purposes of this Section 3 of the Agreement, the term Member shallalso include Parent.
                 b.       Step 1. The consolidated federal income tax liability of theAffiliated Group, as determined under Treas. Reg. Section 1.1502-2 shall beallocated to the Members in accordance with Treas. Reg. Section 1.1552-1(a)(2)in the following manner:
                        (i) The separate return tax liability of each Member with Federal incometax liability (a “Profit Member”) for each Tax Period shall first beascertained under the applicable provisions of the Code and the ConsolidatedReturn Regulations. Any gain or loss (including a gain or loss attributable toa corporate restructuring) that is treated as recognized by one or more membersof an affiliated group under the Code and regulations shall be treated asattributable to that member for purposes of this Agreement. In computing theFederal income tax liability of each Profit Member, the surtax exemption towhich the Group as a whole is entitled shall be apportioned among the ProfitMembers in proportion to their respective separate taxable incomes;
                        (ii) The separate Federal income tax liabilities of all of the ProfitMembers computed under Section 3(b)(i) for each Tax Period shall then beaggregated into a single sum; and
                        (iii) Each Profit Member shall then be allocated a portion of the GroupTax Liability, if any, for each Tax Period equal to the product of (A) theGroup Tax Liability for such Tax Period and (B) a fraction, the numerator ofwhich is the separate Federal income tax liability of such Profit Member forsuch Tax Period determined under Section 3(b)(i) and the denominator of whichis the aggregate sum for such Tax Period determined under Section 3(b)(ii).
                 c.       Step 2. An additional amount shall also be allocated to each ProfitMember equal to 100 percent of the excess, if any, of (A) the separate returntax liability of such Member for the taxable year determined under Section3(b)(i) over (B) the tax liability allocated to such Member under Section3(b)(iii) of this Agreement.
          4.       Allocation of Group AMT Liability to Parent and the Members. If theGroup should incur any Group AMT Liability for any Tax Period, the Group AMTLiability shall be allocated among the Members as provided in this Section 4.
                 a.       For purposes of this Section 4 of the Agreement, the term Member shallalso include Parent.
                 b.       Step 1. The consolidated federal AMT liability of the Group shall beallocated to the Members in the following manner:
                        (i) The separate alternative minimum taxable income of each Member withpositive separate alternative minimum taxable income (an “AMT Member”) shall becomputed under Section 55(b)(2) of the Code;
                        (ii) The exemption amount under Section 55(d)(2) of the Code (as adjustedunder Section 55(d)(3)(A) of the Code) shall be apportioned among the AMTMembers in proportion to their respective separate alternative minimum taxableincomes;
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                        (iii) The amount allocated to each AMT Member in Section 4(b)(i) shall bereduced by the amount, if any, allocated to such AMT Member under Section4(b)(ii) (the resulting amount referred to as the “AMT Base Amount”);
                        (iv) The separate AMT Base Amounts of each AMT Member shall be aggregatedinto a single total; and
                        (v) Each AMT Member shall then be allocated a portion of the Group AMTLiability for each Tax Period equal to the product of (A) the Group AMTLiability and (B) a fraction, the numerator of which is the AMT Base Amountallocated to such AMT Member under Section 4(b)(iii) and the denominator ofwhich is the aggregate sum determined under Section 4(b)(iv).
                 c.       Step 2. An additional amount shall also be allocated to each AMTMember equal to 100 percent of the excess, if any, of (A) the separate returnAMT liability of such Member for the taxable year determined under Section4(b)(iii) over (B) the AMT tax liability of such Member determined underSection 4(b)(v) of this Agreement.
          5.       Payment of Allocable Tax Liability. Sections 3(b) and 4(b) areintended to allocate liability for the payment of the Group Tax Liability andany Group AMT Liability for each Tax Period to Parent and the Members inproportion to their respective contributions to such liabilities. The amountsallocated in this manner shall be a joint and several liability of each Memberenforceable by Parent and the other Members of the Group under the terms ofthis Agreement, and requiring the Members to promptly transmit payment in theamount of the allocation to Parent in a timely manner so that such payment maybe included with the filing of the Group Tax Return for such Tax Period. TheMembers shall be jointly and severally liable for any interest or penaltiesresulting from their failure to tender such payments timely. Each AMT Membershall be entitled to a portion of any minimum tax credit computed under Section53 based on its respective payments of the Group AMT Liability.Notwithstanding the foregoing, the Members shall pay their allocable share ofestimated Federal income taxes (including estimated alternative minimum taxes)to Parent in a timely manner so that Parent may timely pay required estimatedFederal income taxes during each Tax Period. The amount of any payment fortaxes owed by any Profit Member or AMT Member to Parent shall be net of anyestimated income or alternative minimum taxes, as the case may be, paid by suchMember with respect to the particular Tax Period. Parent shall promptlyprovide the Members with evidence of the timely payment of each Group TaxLiability, Group AMT Liability and estimated tax liability.
          6.       Payments to Loss Members. Each Profit Member shall pay Parent suchMember’s additional allocated tax liability determined under Section 4(c) or5(c) of this Agreement. The Parent shall then pay to each Loss Member itsallocable share of the total of the additional amounts due from the ProfitMembers. Payments for these allocable shares are to be made no later than 60days after the date of filing of the consolidated Federal income tax return forsuch Tax Period.
          7.       State and Local Income and Franchise Taxes. To the extent that Parentand the Members file consolidated or combined state tax returns, theconsolidated or combined tax liability shall be allocated and paid in a mannercomparable to the provisions of this Agreement with respect to the GroupFederal income tax liability. All references to Federal income taxes shall beconsidered to apply in a similar manner to state income taxes for those stateswhere Parent and the Members join in the filing of consolidated or combinedstate tax returns.
          8.       Audits and Other Adjustments.
                 a.       In the event of any adjustment to the tax returns of the Group as filed(by reason of an amended return, claim for refund, or an audit by the InternalRevenue Service (“IRS”) or a state in which the Members file a consolidated orcombined state tax return), the liabilities of the Members, under Section 3, 4,or 7 shall be re-determined to give effect to any such adjustment as if it wasmade as part of the original computation of tax liability. Correspondingadjusting payments among Parent and the Members (as provided in Sections 5 and6 of this Agreement)
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shall be made within 60 days after any such payments are made to or refunds arereceived from the IRS or a state or, in the case of contested proceedings,within 45 days after a final resolution of the dispute. To the extent thatinterest and penalties are imposed by the IRS or a state or interest isincluded in any refund, any adjusting payment among the Members shall reflectthe same in an equitable manner.
                 b.       Parent shall be responsible for coordinating and overseeing any IRS orstate examinations. All expenses of the examination and of defending any finalor proposed adjustments directly identifiable with a Member shall be borne bythat Member. All costs and expenses not specifically identifiable with aMember shall be allocated based upon relevant facts and circumstances as Parentdeems just and proper.
                 c.       The Members shall inform Parent promptly of all questions raised by IRSor state agents conducting an examination of federal or state income orfranchise tax returns and shall cooperate with Parent’s accountants, taxadvisors, and counsel in preparing responses to IRS or state informationrequests and proposed adjustments.
                 d.       Any adjustments to the tax liabilities of the Members arising out of anexamination by the IRS or a state shall be computed on the basis of theagreement reached by Parent and the IRS or a state, or on the basis of thedecision of a court of applicable jurisdiction.
          9.       Certain Post-Applicable Period Returns. For any taxable year in whichthe federal income tax liability of the Members is not reported on the same taxreturn as that of Parent and its wholly-owned subsidiaries, the person orpersons preparing the returns and representing the taxpayers in any examinationor appeal shall do so in a timely manner which fairly reflects the interests ofall taxpaying entities.
          10.       Indemnification. Each party shall pay and be responsible for, andshall indemnify, defend and hold harmless all other parties to this Agreementfrom and against all liabilities allocated to it under this Agreement. If anyparty pays or has paid any Group Tax Liability, Group AMT Liability or state orlocal income or franchise tax liability for which another party to thisAgreement is or becomes liable pursuant to the terms of this Agreement,appropriate reimbursement shall be made no later than 10 days after demandtherefore together with interest calculated on such reimbursement at the ratespecified under Section 6621(a)(2) of the Code (the “Underpayment Rate”) fromthe date such payment is due pursuant to this Agreement to the date ofreimbursement. The portion of any refund, rebate or reimbursement received byany party to which another party is entitled pursuant to this Agreement shallbe paid over within 10 days to the party which is entitled thereto. Any otherpayments required to be made between the parties pursuant to this Agreementwhich are not made in a timely fashion shall bear interest at the UnderpaymentRate from the date the payment is due until the date the payment is made.
          11.       New Members. If at any time Parent or any Member acquires or createsone or more subsidiaries that become Members of the Group, the subsidiariesshall be subject to this Agreement, and the term Group as used herein shall bedeemed to include such subsidiaries. Notwithstanding the foregoing, if at anytime Parent or any Member owns one or more subsidiaries which are ineligible(e.g., Section 1504(c)(2) of the Code) to join in filing a consolidated Federalincome tax return with Parent, such subsidiaries shall be subject to thisAgreement when and if such subsidiaries become eligible and join in filing aconsolidated Federal income tax return with Parent.
          12.       Complete Agreement. This Agreement shall constitute the entireagreement among the parties with respect to the subject matter hereof and shallsupersede any previous negotiations, commitments and writings with respect tosuch subject matter.
          13.       Successors and Assigns. This Agreement and all of its provisionshereof shall be binding upon and shall inure to the benefit of the parties andtheir respective successors and permitted assigns.
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           14.       Counterparts. This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original, but all of which takentogether shall constitute one and the same agreement, it being understood thatall of the parties need not sign the same counterpart.
          15.       Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of Iowa, without regard to its principlesof conflicts of law.
          16.       Amendments. Except as provided in Section 11, this Agreement may notbe modified or amended except by an agreement in writing signed by the partieshereto.
**[SIGNATURE PAGE FOLLOWS]**
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               IN WITNESS WHEREOF, the parties have caused this Agreement to be executedby their duly authorized officers as of the 1st day of July, 2000.           American Mutual Holding Company           By: /s/ Michael G. Fraizer         AmerUs Group Co.           By: /s/ Michael G. Fraizer         AmerUs Properties, Inc.           By: /s/ Gene Harris         AmerUs Home Equity, Inc.           By: /s/ Lee L. Griffin         AmerUs Direct, Inc.           By: /s/ Jonna M. LaToure         AmerUs Land Development, Inc.           By: /s/ Michael G. Fraizer         AmerUs Mortgage, Inc.           By: /s/ Michael G. Fraizer     
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**APPENDIX A**
     The following and their wholly-owned (directly or indirectly) subsidiariesare Members as defined by Section 1(d) of this Agreement:
  American Mutual Holding Company, an Iowa mutual insurance holding company   AmerUs Group Co., an Iowa corporation   AmerUs Properties, Inc., an Iowa corporation   AmerUs Home Equity, Inc., an Iowa corporation   AmerUs Direct, Inc., an Iowa corporation   AmerUs Land Development, Inc., an Iowa corporation   AmerUs Mortgage, Inc., an Iowa corporation
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