**Exhibit 10.1****AMERUS GROUP CO.****FIRST AMENDMENT**     **FIRST AMENDMENT**(this “Amendment”), dated as of October 30, 2006, among **AMERUS GROUPCO.**(the “Borrower”), the lenders party to the Credit Agreement referred to below (the“Banks”) and **JPMORGAN CHASE BANK, N.A.**, as Administrative Agent under the Credit Agreement(the “Administrative Agent”). Capitalized terms used herein without definition shall havethe same meanings herein as set forth in the Credit Agreement.**RECITALS**     **WHEREAS**, the Borrower, the Banks and the Administrative Agent are party to an Amended andRestated Credit Agreement, dated as of June 16, 2006 (as amended, supplemented or otherwisemodified to, but not including, the date hereof, the “Credit Agreement”).     **WHEREAS,**Aviva plc (“Aviva”) intends to acquire all of the outstanding capital stockof the Borrower (the “Aviva Transaction”).     **WHEREAS,**the Aviva Transaction constitutes a Change of Control under the Credit Agreement, andif consummated would result in an Event of Default under Sections 8.03 (as a result of a violationof Section 7.02) and 8.09 of the Credit Agreement.     **WHEREAS,**the Borrower desires that the credit facility continue to be available followingcompletion of the Aviva Transaction and has therefore requested the Banks to waive the abovereferenced Events of Default by agreeing to certain amendments to the Credit Agreement.     **WHEREAS,**the Borrower desires to modify its obligations under the Credit Agreement requiringthe delivery of financial statements that comply with, and compliance with certain covenantscalculated in accordance with, GAAP, and in the alternative to require, respectively, compliancewith and calculations in accordance with, IFRS (the “Accounting Change”).     **WHEREAS,**the Borrower desires to modify the audit requirements of Section 6.01(a)(i) withrespect to the annual financial statements to be delivered thereunder and in the alternative torequire delivery of an accountants report in an agreed form.     **NOW, THEREFORE,**in consideration of the premises and the agreements, provisions, and covenantsherein contained, the parties hereto agree as follows:**Section 1. AMENDMENTS AND WAIVERS TO CREDIT AGREEMENT**
 

 
     **A. Amendments.**Subject to Section 4 herein, in reliance on the representations and warrantiesof the Borrower contained herein, the Credit Agreement is amended as follows:          (i) Section 6.01(a)(i) of the Credit Agreement is hereby deleted and replaced by the followingclause in lieu thereof:     “(a) Annual Financial Statements. (i) As soon as available and in anyevent within 95 days after the close of each fiscal year of the Borrower, (x) theunaudited consolidated balance sheet of the Borrower, in each case, as at the end ofsuch fiscal year, and the related unaudited consolidated statements of income, ofstockholders’ equity and of cash flows for such fiscal year, in each case preparedin accordance with IFRS and setting forth comparative figures for the precedingfiscal year beginning, in the case of the unaudited consolidated balance sheet, withthe fiscal year ending December 31, 2007, and in the case of the unauditedconsolidated statements of income, cash flows and stockholders’ equity with thefiscal year ending December 31, 2008; (y) the unaudited consolidating balance sheetof the Borrower as at the end of the fiscal year and the related unauditedconsolidating statement of income for such fiscal year, in each case prepared inaccordance with IFRS; and (z) with respect to the consolidated statements only, andwithout prejudice to Section 6.01(e) herein, an Agreed-Upon Procedures Report issuedby independent certified public accountants of recognized national standing whichshall be delivered to the Administrative Agent and each Bank which has signed anaccess letter, substantially in the form of Exhibit I attached hereto.”          (ii) Section 6.01(b)(i) of the Credit Agreement is hereby deleted and replaced by thefollowing new clause in lieu thereof:     “(b) Quarterly Financial Statements.  (i) As soon as available and inany event within 50 days after the close of each of the first three quarterlyaccounting periods in each fiscal year of the Borrower, (x) the unauditedconsolidated balance sheet of the Borrower as at the end of such fiscal quarter, andthe related unaudited consolidated statements of income, of stockholder’s equity andof cash flows for such quarterly period, and for the elapsed portion of the fiscalyear ended with the last day of such quarterly period; and (y) the unauditedconsolidating balance sheet of the Borrower as at the end of such fiscal quarter andthe related unaudited consolidating statement of income for such quarterly periodand for the elapsed portion of the fiscal year ended with the last day of suchquarterly period; and in the case of such consolidated statements, beginning withthe quarterly accounting period ending March 31, 2008, setting forth comparativefigures for the related periods in the prior fiscal year, and all of which shall beprepared in accordance with IFRS, and certified by the Chief Financial Officer orother Authorized Officer of the Borrower, as the case may be, subject to changesresulting from normal year-end audit adjustments.”
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          (iii) Section 6.01(c) is hereby amended by inserting the following at the end thereof:“and which certificate shall certify that the financial statements delivered underSection 6.01(a)(i)(x) are the same financial statements delivered to the independentcertified public accountants for purposes of preparing the Agreed-Upon ProceduresReport pursuant to Section 6.01(a)(i)(z) for the relevant fiscal year.”          (iv) Section 6.01(e) of the Credit Agreement is hereby amended by (A) deleting the word “and”appearing at the end of clause (x) thereof and inserting “;” in lieu thereof, (B) deleting theperiod appearing at the end of clause (y) thereof and inserting “; and” in lieu thereof, and (C)inserting the following new clause (z) at the end thereof:“(z) any notice given to the Borrower or any of its subsidiaries by theirindependent certified public accountants stating that (I) the Borrower’s financialstatements delivered pursuant to Section 6.01(a) hereof do not conform with IFRS, or(II) the amounts in the Borrower’s reporting package submitted to Aviva or theconsolidated or consolidating financial statements of Aviva are qualified in anymanner pursuant to any audit of Aviva’s consolidated accounts.”          (v) Section 6.01(f) of the Credit Agreement is hereby amended by (x) deleting the word “and”appearing at the end of clause (H) thereof, (y) deleting the period appearing at the end of clause(I) thereof and replacing it with “, and”, and (z) inserting the following new clause (J) at theend thereof:“(J) following the preparation thereof in accordance with GAAP, any and all GAAPfinancial statements prepared by the Borrower and/or any of its Subsidiaries (ifany).”          (vi) Section 6.01(h) of the Credit Agreement is hereby amended by inserting the following atthe end thereof:“provided that, without prejudice to the Borrower’s obligations under Section6.01(f) or any Credit Document, this Section shall not entitle the AdministrativeAgent or any Bank to request financial information prepared in accordance with GAAPfrom the Borrower.”          (vii) Section 6.04 of the Credit Agreement is hereby amended by deleting the word “GAAP” andinserting in lieu thereof the word “IFRS” in clause (i) thereof.          (viii) Section 7.09 of the Credit Agreement is hereby amended by (x) deleting the word “and”appearing at the end of clause (iv) thereof, (y) deleting the period appearing at the end of clause(v) thereof, and inserting “; and” in lieu thereof, and (z) inserting the following new clause (vi)at the end thereof:
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“(vi) the Borrower and its Material Subsidiaries may enter into any transaction withAviva, provided that such transactions do not individually or in the aggregate havea material adverse effect on the Borrower’s ability to perform its obligations underthe Credit Documents.”          (ix) Section 9 of the Credit Agreement is hereby amended by deleting the definition of “Changeof Control” set forth therein and inserting in lieu thereof the following new definition:     ““Change of Control” shall mean the occurrence of any of the following events:(i) Aviva shall cease to own, directly, or indirectly through Wholly-OwnedSubsidiaries, 100% of the issued and outstanding voting stock of the Borrower; (ii)the Borrower shall cease to own, directly, or indirectly through Wholly-OwnedSubsidiaries, 100% of the issued and outstanding voting stock of AmerUs Life, AmerUsAnnuity and Indianapolis Life ordinarily entitled to vote for the election ofdirectors, or any other class of stock of AmerUs Life, AmerUs Annuity orIndianapolis Life of which the Borrower owns 50% or less shall become entitled toelect a majority of AmerUs Life’s, AmerUs Annuity’s or Indianapolis Life’s board ofdirectors; (iii) during any period of 25 consecutive calendar months, individualswho at the beginning of such period constituted the Board of Directors of Aviva(together with any new directors whose election by such Board of Directors or whosenomination for election by the shareholders or members, as the case may be, of Avivawas approved by a vote of a majority of the directors then still in office who wereeither directors at the beginning of such period or whose election or nomination forelection was previously so approved) cease for any reason to constitute a majorityof such Board of Directors then in office; (iv) any Person or “group” (within themeaning of Sections 13(d) and 14(d) under the Securities Exchange Act, as in effecton September 30, 2001), shall have (A) acquired beneficial ownership of 30% or moreon a fully diluted basis of the voting interest in Aviva’s capital stock or (B)obtained the power (whether or not exercised) to elect a majority of Aviva’sdirectors or (v) the occurrence of any “change of control” or similar event underthe terms of any Trust Preferred Related Debt Securities or any Hybrid Securitiesthe aggregate principal amount of which, in any such case, exceeds $50,000,000.”          (x) Section 9 of the Credit Agreement is hereby further amended by deleting the word “GAAP”and inserting in lieu thereof the word “IFRS” in the definitions of “Capital Lease”, “CapitalizedLease Obligations”, “Consolidated Indebtedness”, “Consolidated Net Income”, “Consolidated NetWorth”, “Indebtedness”, and “Material Subsidiary” in each case as set forth therein.          (xi) Section 9 of the Credit Agreement is hereby further amended by inserting therein inappropriate alphabetical order the following new definitions:     (a) ““Aviva” shall mean Aviva plc.”
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     (b) ““IFRS” shall mean International Financial Reporting Standards issued bythe International Accounting Standards Board (IASB); it being understood and agreedthat determinations in accordance with IFRS for purposes of Section 7, includingdefined terms as used therein, are subject (to the extent provided therein) toSection 11.07(a).”     (c) ““Agreed-Upon Procedures Report” shall mean the letter substantially in theform of Exhibit J attached hereto.”          (xii) Section 11.07 of the Credit Agreement is hereby amended by deleting the word “GAAP” andinserting in lieu thereof the word “IFRS”.          (xiii) Section 11.19 of the Credit Agreement is hereby amended by deleting the word “GAAP” andinserting in lieu thereof the word “IFRS” in clause (ii) thereof.          (xiv) Exhibits A and B attached hereto are hereby inserted as new Exhibits I and J to theCredit Agreement, respectively.     **B. Notice and Waiver.**Subject to Section 4 herein and in reliance on the representations andwarranties of the Borrower contained herein:     (i) this Amendment shall constitute notice under and in accordance with Section 11.07(a)(i) ofthe Credit Agreement with respect to the Accounting Change;     (ii) the Borrower, the Required Banks and the Administrative Agent hereby agree that theamendments to the Credit Agreement contemplated by this Amendment satisfy in full the amendments tothe Credit Agreement contemplated by Section 11.07(a)(i) with respect to the Accounting Change; and     (iii) in satisfaction of the Borrower’s obligations under Section 11.07(a)(ii) of the CreditAgreement, but without prejudice to the obligation of the Borrower under Section 11.07 with respectto any changes to IFRS following the date hereof, the Borrower shall provide the AdministrativeAgent and the Banks, within 60 days of the consummation of the Aviva Transaction, with an openingconsolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with (A)IFRS, (B) GAAP, and (C) IFRS with all assets and liabilities marked to market, in each case as ofthe date of the consummation of the Aviva Transaction; and a reconciliation work-sheet identifyingand explaining any differences between items (A) and (B) above.     **C. Waiver.**Subject to Section 4 herein and in reliance on the representations and warrantiesof the Borrower contained herein, the Required Banks hereby waive any Event of Default underSections 8.03 (as a result of a violation of Section 7.02) and 8.09 of the Credit Agreementresulting from the Aviva Transaction.**Section 2. REPRESENTATIONS AND WARRANTIES**
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     **A. **In order to induce the Banks to enter into this Amendment, the Borrower represents andwarrants that:     **B. Credit Agreement Representations.**The representations and warranties contained in Section5 of the Credit Agreement are true, correct and complete in all material respects on and as of thedate hereof to the same extent as though made on and as of such date and as if the references andinterpretations referred to in Sections and 3.A and 4.C applied to such representations andwarranties, except to the extent such representations and warranties specifically relate to anearlier date, in which case they were true, correct and complete in all material respects on and asof such earlier date.     **C. Absence of Default.**No Default or Event of Default exists.     **D. Accuracy of Recitals.**The recitals to this Amendment are true and correct in all respectson and as of the date hereof, and are incorporated hereby as if fully set forth herein.**Section 3. MISCELLANEOUS**     **A. Credit Document**. This Amendment is a Credit Document.     **B. Non-Waiver.**The execution, delivery and performance of this Amendment shall not, except asexpressly provided herein, constitute an amendment or waiver of any provision of, or operate as anamendment or waiver of any right, power or remedy of the Administrative Agent or any Bank under,the Credit Agreement or any of the other Credit Documents. The Credit Agreement and the otherCredit Documents shall remain in full force and effect and are hereby ratified and confirmed.     **C. Fees and Expenses.**The Borrower acknowledges that all costs, fees and expenses incurred bythe Administrative Agent and its counsel (including, without limitation, the fees and expenses ofWhite & Case LLP) in connection with this Amendment are costs, fees and expenses incurred under,and in connection with, the matters set forth in, Section 11.01 of the Credit Agreement andaccordingly are for the account of Borrower.     **D. Severability.**In case any provision in or obligation under this Amendment shall beinvalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability ofthe remaining provisions or obligations, or of such provision or obligation in any otherjurisdiction, shall not in any way be affected or impaired thereby.     **E. Headings.**Section and subsection headings in this Amendment are included herein forconvenience of reference only and shall not constitute a part of this Amendment for any otherpurpose or be given any substantive effect.     **F. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDERSHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE**
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**INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THEGENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.****Section 4. EFFECTIVENESS**     **A. Initial Effectiveness.**This Amendment, except as provided in Section 4.B below, shallbecome effective on the date when each of the following conditions shall have been satisfied: (i) the Borrower and the Required Banks shall have signed acounterpart hereof (whether the same or different counterparts) and shall havedelivered (including by way of facsimile transmission) the same to White & CaseLLP, 1155 Avenue of the Americas, New York, NY 10036, attention: StefanoD’Aniello (facsimile number: 212 354-8113, email address:sdaniello@whitecase.com): and  (ii) the Aviva Transaction shall have been consummated.     **B. Subsequent Effectiveness**. Each of Sections 1.A(i), (ii), (iii), (iv), (v), (vi), (vii),(x), (xi)(b) and (c), (xii), (xiii) and (xiv), and Section 1.B herein shall become effectiveimmediately following (i) the satisfaction of the conditions set forth in Section 4.A above, and(ii) the delivery of the GAAP financial statements of the Borrower with respect to the quarterlyaccounting period ending September 30, 2006 under Section 6.01(b) of the Credit Agreement as ineffect before the effective date of this Amendment.     **C. References.**Each reference in the Credit Agreement to “this Agreement”, “hereunder”,“hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference inthe other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of likeimport referring to the Credit Agreement shall mean and be a reference to the Credit Agreement asamended by Section 1.A.[Remainder of page intentionally left blank]
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     **IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to be duly executed anddelivered by their respective officers thereunto duly authorized as of the date first writtenabove.      AMERUS GROUP CO.