<PAGE>
                                                                   Exhibit 10.37



                                 AMENDMENT NO. 1

                                       TO

                             JOINT VENTURE AGREEMENT


         THIS AMENDMENT NO. 1 (the "Amendment") is made and entered as of this
1st day of April, 2002 (the "Effective Date"), by and between Ameritas Life
Insurance Corp., a Nebraska stock life insurance company ("ALIC"), and AmerUs
Life Insurance Company (formerly American Mutual Life Insurance Company), an
Iowa stock life insurance company ("AML").

                                 R-E-C-I-T-A-L-S

         A. ALIC and AML are parties to an Amended and Restated Joint Venture
Agreement dated as of June 30, 1996 (the "Joint Venture Agreement").

         B. With the passage of time and changes in the business of the Joint
Venture, certain provisions of the Joint Venture Agreement, which have governed
the parties' relationship for several years, no longer reflect the parties'
current relationship and intentions.

         C. Since the date of the Joint Venture Agreement, both of the parties
and/or their respective holding company affiliates have entered into Corporate
Transactions with other insurance companies and affiliated companies, and the
parties now desire to expand the Joint Venture to incorporate and encompass
certain variable business of these additional companies.

         D. ALIC and AML have now determined that it is in their mutual best
interests to enter into this Amendment.

                               A-G-R-E-E-M-E-N-T-S

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises set forth in this Amendment and other good and valuable
consideration, the parties hereto agree as follows:

         1. The modifications and changes to the Joint Venture Agreement that
are set forth in this Amendment shall become effective as of the Effective Date
except where expressly stated otherwise, and shall not be read to abrogate or
affect in any way the parties' rights or obligations under the terms of the
Joint Venture Agreement at any time prior to the Effective Date except where
expressly stated otherwise. Any capitalized term used in this Amendment that is
not otherwise defined herein shall have the meaning assigned to it in the Joint
Venture Agreement.

                             ARTICLE I--DEFINITIONS

         2. A new Section 1.2A is inserted directly after existing Section 1.2,
which new section shall provide as follows:

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                                                                   Exhibit 10.37

                  "Additional Appraisal" shall have the meaning assigned to such
                  term in Section 2.3(e)(7) hereof.

         3. A new Section 1.2B is inserted directly after new Section 1.2A,
which new section shall provide as follows:

                  "Additional Appraised Value" shall have the meaning assigned
                  to such term in Section 2.3(e)(7) hereof.

         4. A new Section 1.2C is inserted directly after new Section 1.2B,
which new section shall provide as follows:

                  "Additional Appraiser" shall have the meaning assigned to such
                  term in Section 2.3(e)(7) hereof.

         5. A new Section 1.11A is inserted directly after existing Section
1.11, which new section shall provide as follows:

                  "AML Distribution Appraised Value" shall have the meaning
                  assigned to such term in Section 2.3(e)(6) hereof.

         6. A new Section 1.11B is inserted directly after new Section 1.11A,
which new section shall provide as follows:

                  "AML Earn-Out" shall have the meaning assigned to such term in
                  Section 2.3(e)(9) hereof.

         7. A new Section 1.14A is inserted directly after existing Section
1.14, which new section shall provide as follows:

                  "AML's Portion" shall have the meaning assigned to such term
                  in Section 2.3(e)(9) hereof.

         8. A new Section 1.14B is inserted directly after new Section 1.14A,
which new section shall provide as follows:

                  "Annual Appraisal" shall have the meaning assigned to such
                  term in Section 2.3(e)(6) hereof.

         9. A new Section 1.14C is inserted directly after new Section 1.14B,
which new section shall provide as follows:

                  "Annual Appraised Value" shall have the meaning assigned to
                  such term in Section 2.3(e)(6) hereof.


                                      -2-
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                                                                   Exhibit 10.37

         10. A new Section 1.15A is inserted directly after existing Section
1.15, which new section shall provide as follows:

                  "Appraiser" shall have the meaning assigned to such term in
                  Section 2.3(e)(6) hereof.

         11. A new Section 1.22A is inserted directly after existing Section
1.22, which new section shall provide as follows:

                  "Balanced Board Provisions" shall have the meaning assigned to
                  such term in Section 2.3(e)(1) hereof.

         12. A new Section 1.22B is inserted directly after new Section 1.22A,
which new section shall provide as follows:

                  "Balanced Governance Revocation Notice" shall mean a written
                  communication given by ALIC to AML as provided in Section
                  2.3(e) hereof.

         13. A new Section 1.27A is inserted directly after existing Section
1.27, which new section shall provide as follows:

                  "Change of Control" with respect to a specified Person shall
                  mean:

                  (a)  a majority of the board of directors of such Person's
                       ultimate parent shall consist of individuals who were not
                       directors of such parent immediately prior to such
                       transaction and who were not nominated for board
                       membership by such directors; or

                  (b)  the acquisition by any Person which was not previously an
                       Affiliate of such specified Person of the beneficial
                       ownership (as defined in Rule 13d-3 under the Securities
                       Exchange Act of 1934) of more than 25% of the shares of
                       stock of such Person which are entitled to elect the
                       board of directors of such Person.

         14. A new Section 1.27B is inserted directly after new Section 1.27A,
which new section 1.27B shall provide as follows:

                  "Change of Control Transaction" shall mean an acquisition,
                  divestiture, merger, consolidation, reorganization or other
                  similar transaction affecting a Person's corporate structure
                  that, upon or incident to consummation, will constitute a
                  Change of Control with respect to such Person.

         15. A new Section 1.85A is inserted directly after Section 1.85, which
new section shall provide as follows:

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                                                                   Exhibit 10.37

                  "Put Notice" shall mean a written communication given by AML
                  to ALIC as provided in Section 2.3(e) hereof.

         16. A new Section 1.96A is inserted directly after Section 1.96, which
new section shall provide as follows:

                  "Third Appraiser" shall have the meaning assigned to such term
                  in Section 2.3(e)(8) hereof.

                 SECTION 2.2--CAPITALIZATION OF HOLDING COMPANY

         17. The third sentence of Section 2.2(c) is deleted and replaced with
the following:

                  In accordance with the foregoing, following any transaction in
                  which either ALIC (together with any Affiliates thereof other
                  than Holding Company and its Subsidiaries) or AML (together
                  with any Affiliates thereof other than Holding Company and its
                  Subsidiaries) becomes the owner of all of the Shares, such
                  owner shall indemnify the other party for the full amount of
                  any payment made under such other party's Guaranty for
                  liability incurred following the closing of such purchase.

         18. A new Section 2.2(e) is added, and shall provide as follows:

                  In the event any Affiliate of ALIC or AML (other than Holding
                  Company and its Subsidiaries) becomes a holder of any Shares,
                  then references in this Agreement to such party (ALIC and/or
                  AML, as the case may be) shall be deemed to refer to such
                  party collectively with its Affiliate(s) that has(have) become
                  owner(s) of such Shares. Each such Affiliate shall execute a
                  Joint Venture Acknowledgment in form and substance acceptable
                  to each of ALIC and AML to confirm such Affiliate's
                  understanding and acceptance of the foregoing and in
                  particular, but without limitation, to acknowledge that:

                  (1)  Any governance rights such Affiliate might otherwise have
                       by virtue of its ownership of Shares shall be subject to
                       all the terms of this Agreement, as amended from time to
                       time, including without limitation Section 2.4 hereof.
                       The right to select directors that is reserved for ALIC
                       or AML, as the case may be, may be shared by ALIC or AML
                       with such Affiliate in its discretion. Such Affiliate
                       shall not have any independent right under the Nebraska
                       Business Corporation Act to select any such director or
                       effect any corporate action as a shareholder of Holding
                       Company, except to the extent ALIC or AML, as the case
                       may be, shares its rights hereunder with such Affiliate.

                  (2)  Prior to the date on which any such Affiliate will cease
                       to be an Affiliate of ALIC or AML, as the case may be,
                       the Shares held by such Affiliate shall be transferred to
                       ALIC or AML, as the case may be, or to another

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<PAGE>
                                                                   Exhibit 10.37

                       Affiliate thereof which is permitted to hold such Shares
                       as described in Section 2.8(a)(1) hereof.

                  (3)  Any references hereunder to one "party" or the "other
                       party" shall refer to (A) ALIC collectively with its
                       Affiliates (other than Holding Company and its
                       Subsidiaries) that hold Shares, or (B) AML collectively
                       with its Affiliates (other than Holding Company and its
                       Subsidiaries) that hold Shares. No such references to one
                       "party" shall be read to refer to such Affiliate
                       independently of ALIC or AML, as the case may be, and
                       Affiliates thereof (other than Holding Company and its
                       Subsidiaries) which also hold Shares.

                  (4)  Any transfer of Shares of ALIC or AML under Section
                       2.8(a)(2) hereof and any transfer pursuant to an Auction,
                       a Unilateral Auction Notice or a Put Notice shall include
                       all of the Shares owned by such party collectively with
                       its Affiliates (other than Holding Company and its
                       Subsidiaries) that hold Shares.

                  (5)  Any action permitted of a "party" hereunder may be taken
                       only by ALIC, on the one hand, or AML, on the other. Any
                       action required of a "party" hereunder shall be binding
                       on ALIC and AML together with their respective Affiliates
                       (other than Holding Company and its Subsidiaries) that
                       hold Shares; provided, however, that if it is clear that
                       a particular covenant or agreement can be satisfied by
                       the action of a single Person (as, by way of example,
                       would be the case if the covenant involved the payment of
                       money) then such action may (except to the extent
                       otherwise expressly provided and except where context
                       otherwise requires) be fulfilled by ALIC, on the one
                       hand, or AML, on the other, or an Affiliate thereof
                       (other than Holding Company and its Subsidiaries) that
                       holds Shares.

                  (6)  In the event of a capital call under Section 2.2(b)
                       hereof, each of ALIC and AML and their respective
                       Affiliates (other than Holding Company and its
                       Subsidiaries) that hold Shares shall be responsible for
                       its proportionate share, based on its percentage
                       ownership of all outstanding Shares of AMAL, of the
                       aggregate capital contribution to be made; provided,
                       however, that ALIC and AML, respectively, shall remain
                       responsible for any amount not paid by their respective
                       Affiliates as stated above.

                SECTION 2.3--DISTRIBUTION EFFORTS AND COMPETITION

         19. In Section 2.3(a), the words "and Fixed Annuities" are deleted, so
that this Section, as amended, shall read:

                  Except as otherwise provided in Subsection (c) below, ALIC and
                  AML shall use all reasonable efforts and take all reasonable
                  actions to encourage their respective


                                      -5-
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                                                                   Exhibit 10.37

                  Distribution Forces, consistent with the requirements of law
                  and to the extent not prohibited by any other applicable
                  Contract executed prior to the date of this Agreement, to
                  accept appointment by AVLIC and to distribute the Variable
                  Products of AVLIC. More specifically, AML shall commit to take
                  the actions set forth in the marketing plan set forth as
                  Exhibit I to this Agreement.

         20. In Section 2.3(b), the words "or Fixed Annuities" and "or Fixed
Annuity" are deleted each time they appear, so that this Section, as amended,
shall read:

                  Except as otherwise provided in Subsection (c) below, while
                  the Joint Venture is in effect, neither AML nor ALIC nor any
                  Affiliate of either (other than Holding Company and its
                  Subsidiaries) shall, directly or indirectly, or in combination
                  with any other Person, (i) sell, issue, sponsor or provide any
                  Variable Products except Variable Products of AVLIC; or (ii)
                  provide any incentive, value, inducement, recognition or other
                  reward for any member of its Distribution Force or any other
                  agent, employee or representative thereof for selling any
                  Variable Products which are not AVLIC products; provided,
                  however, that the foregoing limitation shall not limit either
                  party's right to distribute any Variable Product product of
                  any Person other than AVLIC, or to provide any incentive
                  described in clause (ii) above, in any state until and unless
                  AVLIC has obtained all licenses and approvals necessary or
                  appropriate to permit a comparable product of AVLIC to be
                  distributed in such state.

         21. Section 2.3(c)(3) is deleted in its entirety.

         22. In Sections 2.3(c)(4) and (5), the words "or Fixed Annuity" and "or
Fixed Annuities" are deleted each time they appear, so that these Sections, as
amended, shall read:

                  (4) the distribution, following any Corporate Transaction of
                  ALIC, of Variable Products through marketing channels which do
                  not include the Distribution Force of ALIC, or the
                  distribution, following any Corporate Transaction of AML, of
                  Variable Products through marketing channels which do not
                  include the Distribution Force of AML; or

                  (5) the acquisition and servicing by either party of any
                  existing Variable Products business originated by a Third
                  Party, and any associated renewals, replacements or other
                  continued or increased contributions by holders of such
                  Variable Products; or

         23. Section 2.3(c)(6) is deleted in its entirety and replaced with the
following:

                  (6) the provision by ALIC or AML or an Affiliate thereof of
                  any incentive, value, inducement, recognition or other reward
                  for members of their respective Distribution Forces or any
                  other agent, employee or representative thereof for selling
                  Variable Products that are not AVLIC products, but only to the
                  extent sold


                                      -6-
<PAGE>
                                                                   Exhibit 10.37

                  through AIC or another broker-dealer subsidiary of Holding
                  Company and only to the extent required by law.

         24. Section 2.3(e) is deleted in its entirety and replaced with the
following:

                  ALIC or AML or any Affiliate of either (other than Holding
                  Company and its Subsidiaries) may make and/or enter into such
                  acquisitions, divestitures, mergers, consolidations,
                  reorganizations or other similar transactions affecting its
                  corporate structure as each may in its sole discretion
                  determine. Notwithstanding the foregoing, if any such
                  transaction involves or constitutes a Change of Control with
                  respect to AML, then AML shall, within ten Business Days of
                  the date on which a Contract providing for the Change of
                  Control Transaction is signed, give notice of such pending
                  Change of Control to ALIC, and ALIC shall have the right in
                  its sole discretion to give, within thirty days after the date
                  of such notice, a Balanced Governance Revocation Notice to
                  AML. If any such transaction involves or constitutes a Change
                  of Control with respect to ALIC, then ALIC shall, within ten
                  Business Days of the date on which a Contract providing for a
                  Change of Control Transaction is signed, give notice of such
                  pending Change of Control to AML, and AML shall have the right
                  to give, within thirty days after the date of such notice, a
                  Put Notice to ALIC. In the event that a Balanced Governance
                  Revocation Notice or a Put Notice is given in accordance with
                  this Section 2.3(e), then the remaining provisions of this
                  Section 2.3(e) shall govern. If the party having the right to
                  give the notices described above in this Section 2.3(e) does
                  not do so in accordance herewith, then the Joint Venture shall
                  continue and the remaining provisions of this Section 2.3(e)
                  shall have no effect.

                  (1)  If ALIC gives a Balanced Governance Revocation Notice,
                       then immediately upon the date of the final vote of
                       shareholders of AML (or of such direct or indirect parent
                       company thereof that is a party to the Change of Control
                       Transaction) approving the Change of Control Transaction,
                       the provisions of Section 2.4 hereof which provide for
                       ALIC and AML to share governance of Holding Company and
                       its Subsidiaries on an equal basis (the "Balanced Board
                       Provisions") will, subject to Section 2.3(e)(10) hereof,
                       be suspended, and immediately two Inside Directors of
                       Holding Company who were selected by AML, and one Inside
                       Director of AVLIC and AIC (and of any other Subsidiary of
                       Holding Company as to which the parties have equal board
                       representation pursuant to Section 2.4(k) hereof) who
                       were selected by AML, shall automatically and without
                       further action become non-voting. Notwithstanding the
                       foregoing, following the suspension of the Balanced Board
                       Provisions, and subject to Section 2.3(e)(3) hereof, no
                       action other than in the ordinary course of business
                       shall be taken unless ALIC and AML have agreed to such
                       action, and in no event shall any agreement or
                       arrangement between Holding Company or any Subsidiary
                       thereof, on the one hand, and ALIC or any Affiliate
                       thereof (other than Holding Company and its Subsidiaries)
                       or AML or any Affiliate thereof (other than Holding
                       Company and its


                                      -7-
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                                                                   Exhibit 10.37

                       Subsidiaries), on the other, be entered into, amended,
                       terminated or modified in any way without the prior
                       written consent of ALIC and AML.

                  (2)  Within 30 days after its receipt of a Balanced Governance
                       Revocation Notice, AML shall have the right to give a Put
                       Notice to ALIC and shall be deemed to have given such
                       notice effective at such 30th day unless, prior to such
                       date, AML gives notice to ALIC that it is not giving a
                       Put Notice pursuant hereto.

                  (3)  In the event that AML gives notice as permitted under
                       Section 2.3(e)(2) hereof that it is not giving a Put
                       Notice to ALIC, then the following provisions shall be in
                       effect from and after the date of closing of the Change
                       of Control Transaction (or, if later, the date of the
                       Balanced Governance Revocation Notice), and shall
                       supersede any contrary provisions of Section 2.3(e)(1):

                       (A)  The non-voting board members referenced in Section
                            2.3(e)(1) shall no longer be non-voting, but the
                            composition of the boards of directors of Holding
                            Company and each of its Subsidiaries shall be
                            changed in order that the number of directors
                            selected by each of the parties for each such board
                            shall be based on the proportionate ownership of
                            Shares of the parties. The directors selected by AML
                            shall be Inside Directors.

                       (B)  The limitations and rights set forth in the last
                            sentence of Section 2.3(e)(1) shall be of no further
                            force or effect, provided, however, that no
                            agreement or arrangement between Holding Company or
                            any Subsidiary thereof, on the one hand, and ALIC or
                            any Affiliate thereof (other than Holding Company
                            and its Subsidiaries), on the other, shall be
                            entered into, amended, terminated or modified in any
                            way without the review and approval of the board of
                            directors of Holding Company.

                       (C)  AML shall have the right and option, during the
                            thirty-day period following the first March 31 that
                            is at least eighteen months after the date when the
                            Balanced Board Provisions were suspended pursuant to
                            Section 2.3(e)(1) hereof, and at every second
                            anniversary of that March 31 so long as this
                            Agreement remains in effect, to give a Put Notice to
                            ALIC.

                  (4)  If AML gives or is deemed to have given a Put Notice
                       under the initial paragraph of Section 2.3(e) or under
                       Section 2.3(e)(2) or 2.3(e)(3) hereof, then ALIC shall be
                       deemed, automatically and without further action, to have
                       agreed to purchase all, but not less than all, of the
                       Shares held by AML and its Affiliates as provided in
                       Section 2.2(e)(4) hereof, for that portion of the Put
                       Value that is equal to AML's Portion, plus the AML


                                      -8-
<PAGE>
                                                                   Exhibit 10.37

                       Earn-Out. Such agreement shall be conditioned on the
                       closing of the Change of Control Transaction with respect
                       to AML or ALIC, as the case may be, and the closing of
                       ALIC's Share purchase agreement shall occur, at the
                       earliest, concurrent with the closing of such Change of
                       Control Transaction. Except as otherwise expressly
                       provided in this Section 2.3(e)(4), the parties' rights
                       and obligations with respect to the sale and purchase of
                       the Shares shall be as specified in Section 2.6(e)(4)
                       hereof, except that the date of the Put Notice shall be
                       deemed the "Acceptance Date" as such term is used therein
                       (and the time period set forth therein to close the Share
                       purchase agreement may be extended for up to 30 days
                       after the closing of the Change of Control Transaction in
                       order to be consistent with the preceding sentence). At
                       the closing of such Share purchase agreement, ALIC shall
                       deliver its unconditional agreement to pay the AML
                       Earn-Out. In the event of a transfer of the Shares of AML
                       (and Affiliates thereof that hold Shares) to ALIC
                       pursuant to such Put Notice, ALIC shall cause AIC and
                       AVLIC not to offer or pay any incentive, value,
                       inducement, recognition or other reward to maintain their
                       relationships with members of the Distribution Force of
                       AML, other than in the ordinary course of business and
                       consistent with past practice in connection with the
                       Distribution Force of AML.

                  (5)  The Put Value shall be the Annual Appraised Value unless,
                       within 15 days after the date of the Put Notice, either
                       ALIC or AML gives notice to the other party of its
                       intention to obtain an Additional Appraisal. If two
                       Additional Appraisals are obtained and delivered in
                       accordance with Section 2.3(e)(7) hereof, then the Put
                       Value shall be the Annual Appraised Value, if that value
                       is greater than or equal to one of the Additional
                       Appraised Values and is less than or equal to the other
                       Additional Appraised Value. If the Annual Appraised Value
                       is greater than both of the Additional Appraised Values
                       or less than both of the Additional Appraised Values,
                       then the Put Value shall be the average of the Annual
                       Appraised Value and the Additional Appraised Value
                       nearest thereto. If only one Additional Appraised Value
                       is obtained and delivered in accordance with Section
                       2.3(e)(7) hereof, then the Put Value shall be the average
                       of the Annual Appraised Value and that Additional
                       Appraised Value. If the Put Value equals the Annual
                       Appraisal Value as provided in the preceding provisions
                       of this Section 2.3(e)(5), then the final AML
                       Distribution Appraised Value to be used in the
                       calculations pursuant to Section 2.3(e)(9) hereof shall
                       be the amount stated for that component of value in the
                       Annual Appraisal. Otherwise, such final AML Distribution
                       Appraised Value will be the average of the amounts stated
                       for that component of value in the two appraisals
                       averaged (as provided in such preceding provisions) to
                       calculate the Put Value. Notwithstanding the foregoing,
                       the appraised values referenced in this Section 2.3(e)(5)
                       (including the AML Distribution Appraised Value) shall in
                       all cases be based on such values rolled forward to the
                       most recent calendar quarter

                                      -9-
<PAGE>
                                                                   Exhibit 10.37

                       end date (March 31, June 30, September 30 or December 31)
                       that is at least 45 days before the date of the closing
                       of the Share purchase transaction, and such roll-forward
                       shall be completed before application of the calculations
                       set forth in this Section 2.3(e)(5).

                  (6)  The Annual Appraised Value shall be determined as
                       follows. Within 90 days after June 30 of each year while
                       this Agreement is in effect, AMAL shall obtain an
                       appraisal from an independent actuarial consulting firm
                       selected by the parties (the "Appraiser"), which shall
                       set forth the fair market value, as of such preceding
                       June 30, of the Joint Venture using the valuation methods
                       and assumptions set forth in Exhibit 2.3(e) hereto. Such
                       appraisal shall specifically and separately value the
                       component of value relating to the future life insurance
                       and annuity sales of the Distribution Forces of AML (and
                       Affiliates thereof) (the "AML Distribution Appraised
                       Value"). Exhibit 2.3(e) shall be updated by the parties
                       on or before June 30 of each year. The appraisal prepared
                       and delivered in accordance with this Section 2.3(e)(6)
                       is referred to herein as an "Annual Appraisal" and the
                       fair market value of the Joint Venture set forth therein
                       is referred to as the "Annual Appraised Value."

                  (7)  If a party gives notice of its intention to obtain an
                       Additional Appraisal, then each of the parties may
                       obtain, from an independent actuarial consulting firm or
                       one of the then top five national accounting firms by
                       revenue chosen by such party (each, an "Additional
                       Appraiser," provided that neither party may choose for
                       this purpose the Appraiser), an independent appraisal
                       setting forth the fair market value of the Joint Venture
                       as of the prior June 30 using the valuation methods and
                       agreed assumptions set forth in Exhibit 2.3(e) hereto
                       (and separately setting forth its valuation of the AML
                       Distribution Appraised Value); provided, however, that if
                       the date of the most recent update of Exhibit 2.3(e) is
                       more than 15 months prior to the date of a Put Notice,
                       then in determining the fair market value of the Joint
                       Venture the Additional Appraisers shall not be bound by
                       (though they shall take into consideration) the
                       assumptions set forth in the most recent Exhibit 2.3(e).
                       Each party shall deliver its appraisal to the other party
                       within 90 days of the date of the Put Notice. Each
                       appraisal prepared and delivered in accordance with this
                       Section 2.3(e)(7) is referred to herein as an "Additional
                       Appraisal" and the fair market value set forth therein is
                       referred to as the "Additional Appraised Value."

                  (8)  If at any time when a Put Notice is given the most recent
                       Annual Appraisal states the Joint Venture's value as of a
                       date more than 15 months earlier, then this Section
                       2.3(e)(8) shall supplement Section 2.3(e)(5) in
                       determining the Put Value. In such event, the parties
                       will be deemed to have given notice to each other of
                       their intention to obtain an Additional Appraisal as
                       permitted under Section 2.3(e)(5) hereof, and each


                                      -10-
<PAGE>
                                                                   Exhibit 10.37

                       party shall obtain an Additional Appraisal meeting the
                       requirements of Section 2.3(e)(7) hereof. If the lower of
                       the two Additional Appraisals is not more than 10% less
                       than the average of the two Additional Appraised Values
                       and the higher Additional Appraised Value is not more
                       than 10% greater than that average, then the average of
                       the two Additional Appraised Values shall be the Put
                       Value for purposes of Section 2.3(e)(4) hereof (subject
                       to any roll-forward as described in the last sentence of
                       Section 2.3(e)(5)). If the foregoing condition is not
                       met, then the parties will cooperate to obtain a third
                       appraisal from an independent actuarial consulting firm
                       chosen by the two Additional Appraisers (the "Third
                       Appraiser"). If the two Additional Appraisers cannot
                       agree on an independent firm within 20 days after
                       delivery of the Additional Appraisals, then the Third
                       Appraiser shall be selected by lot from a list of the
                       then top five national accounting firms by revenue
                       (excluding, if applicable, the Additional Appraisers).
                       The Third Appraiser shall deliver, within 75 days of its
                       engagement, an appraisal of the fair market value of the
                       Joint Venture in the same manner as described in Section
                       2.3(e)(7) for the two Additional Appraisals. The value
                       stated in the appraisal delivered by the Third Appraiser
                       shall be substituted for the "Annual Appraised Value" and
                       the terms of Section 2.3(e)(5) hereof shall, with that
                       substitution, be used to determine the Put Value.

                  (9)  "AML's Portion" of the Put Value is equal to (A) minus
                       (B), where (A) is equal to (i) the Put Value minus the
                       AML Distribution Appraised Value (as determined pursuant
                       to Section 2.3(e)(5) hereof), multiplied by (ii) AML's
                       (and its Affiliates' (other than Holding Company and its
                       Subsidiaries)) ownership of the Shares (as a percentage
                       of all outstanding Shares), and (B) is equal to (i) the
                       AML Distribution Appraised Value, multiplied by (ii)
                       ALIC's (and its Affiliates' (other than Holding Company
                       and its Subsidiaries)) ownership of the Shares (as a
                       percentage of all outstanding Shares). The "AML Earn-Out"
                       refers to an additional annual payment by ALIC to AML
                       based on the value of actual sales of the Variable
                       Products of AVLIC during the five-year period commencing
                       at the closing of the purchase by ALIC of AML's Shares.
                       The amount of such payments shall be based on the
                       valuation methods and assumptions described in Exhibit
                       2.3(e) hereto, using the actual sales of Variable
                       Products of AVLIC by AML and its Affiliates (other than
                       Holding Company and its Subsidiaries).

                  (10) In the event that a Change of Control of AML anticipated
                       as a result of a Change of Control Transaction does not
                       occur, the suspension of the Balanced Board Provisions as
                       described in Section 2.3(e)(1) hereof will end, any Put
                       Notice shall be withdrawn, any deemed agreement by ALIC
                       to purchase AML's (and its Affiliates') Shares shall be
                       deemed terminated, and the Joint Venture shall continue
                       as if the provisions of this Section 2.3(e) had never
                       been triggered (and immediately thereupon the

                                      -11-
<PAGE>
                                                                   Exhibit 10.37

                       Inside Directors described in Section 2.3(e)(1) above
                       shall automatically and without further action regain
                       their voting status). These consequences shall be
                       effective immediately upon the earliest of any of the
                       following:

                       (A)  AML delivers to ALIC in good faith a notice that the
                            Contract providing for the Change of Control
                            Transaction has been terminated; or

                       (B)  AML makes a public announcement that the Change of
                            Control is not expected to occur; or

                       (C)  the closing of the Change of Control Transaction
                            does not occur within six months after the
                            shareholder vote described in Section 2.3(e)(1).

                       In the event that a closing of the Change of Control
                       Transaction subsequently becomes likely, AML shall give
                       ALIC notice of such fact, and the procedures set forth in
                       this Section 2.3(e) shall become newly
                       applicable, with the 30-day period described in the
                       opening paragraph of this Section 2.3(e) commencing upon
                       the date on which AML gives ALIC such notice.

                  (11) In the event that a Change of Control of ALIC anticipated
                       as a result of a Change of Control Transaction does not
                       occur, any Put Notice shall be withdrawn, any deemed
                       agreement by ALIC to purchase AML's (and its Affiliates')
                       Shares shall be deemed terminated, and the Joint Venture
                       shall continue as if the provisions of this Section
                       2.3(e) had never been triggered. These consequences shall
                       be effective immediately upon the earliest of any of the
                       following:

                       (A)  ALIC delivers to AML in good faith a notice that the
                            Contract providing for the Change of Control
                            Transaction has been terminated; or

                       (B)  ALIC makes a public announcement that the Change of
                            Control is not expected to occur; or

                       (C)  the closing of the Change of Control Transaction
                            does not occur within six months after the final
                            vote of shareholders of ALIC (or of such direct or
                            indirect parent company that is a party to the
                            Change of Control Transaction) in favor of the
                            Change of Control Transaction;

                       In the event that a closing of the Change of Control
                       Transaction subsequently becomes likely, ALIC shall give
                       AML notice of such fact, and the procedures set forth in
                       this Section 2.3(e) shall become newly

                                      -12-

<PAGE>
                                                                   Exhibit 10.37

                       applicable, with the 30-day period described in the
                       opening paragraph of this Section 2.3(e) commencing upon
                       the date on which ALIC gives AML such notice.

                  (12) Notwithstanding any other provision of this Agreement, no
                       Unilateral Auction Notice and no Auction Notice may be
                       given from the date of one party's notice to the other of
                       a pending Change of Control until the expiration of the
                       latest of the following periods, as applicable:

                       a)   The 30-day period following the date of a party's
                            notice to the other party of a pending Change of
                            Control of such party;

                       b)   The 30-day period following the delivery of a
                            Balanced Governance Revocation Notice;

                       c)   If a Put Notice is given or deemed given, the period
                            thereafter ending at the earlier of (i) the date of
                            closing of the sale and purchase of a party's Shares
                            hereunder or (ii) the date upon which the
                            consequences described in Sections 2.3(e)(10) or
                            (11) are effective.

         25. A new Section 2.3(g) is added, which shall provide as follows:

                  (g) Following termination of this Agreement for any reason,
                  ALIC and AML and their Affiliates (other than Holding Company
                  and its Subsidiaries) shall be free to solicit and recruit
                  members of their respective Distribution Forces to enter into
                  or modify, expand or change relationships with one or more
                  broker-dealers other than broker-dealers that are Subsidiaries
                  of Holding Company.

                       SECTION 2.4--GOVERNANCE AND CONTROL

         26. Section 2.4(a) is amended by deleting the current text in its
entirety and replacing it with the following:

                  The board of directors of Holding Company shall be comprised
                  of ten members, five of whom shall be selected by ALIC and
                  five of whom shall be selected by AML. Of the five directors
                  selected by each party, three shall be Inside Directors and
                  two shall be Outside Directors. After a President of AVLIC is
                  selected as provided in Section 2.4(e) hereof, that individual
                  may be added as an additional member of the board of directors
                  of Holding Company; provided, however, that the vote of this
                  individual shall not be taken into account in determining
                  whether any majority vote as described in Section 2.4(g)
                  hereof has been obtained.

         27. Section 2.4(c) is amended by deleting the current text in its
entirety and replacing it with the following:

                  ALIC and AML shall cause the boards of directors of AVLIC and
                  of AIC to be comprised of eight members, four of whom shall be
                  selected by ALIC and four of whom shall be selected by AML.
                  All such directors shall be Inside Directors.


                                      -13-
<PAGE>
                                                                   Exhibit 10.37

                  After a President of AVLIC is selected as provided in Section
                  2.4(e) hereof, that individual may be added as an additional
                  member of the board of directors of AVLIC; provided, however,
                  that the vote of this individual shall not be taken into
                  account in determining whether any majority vote as described
                  in Section 2.4(g) hereof has been obtained.

         28. Section 2.4(j) is amended by deleting the current text in its
entirety and replacing it with the following:

                  Any Contract between Holding Company or any Subsidiary
                  thereof, on the one hand, and ALIC or any Affiliate thereof
                  (other than Holding Company and its Subsidiaries) or AML or
                  any Affiliate thereof (other than Holding Company and its
                  Subsidiaries), on the other, shall be effective only upon
                  approval of the board of directors of Holding Company or the
                  executive committee thereof. Until and unless such approval is
                  obtained, any such Contract shall be void ab initio.

         29. A new Section 2.4(k) is added, which shall provide as follows:

                  In the event that the Joint Venture creates or acquires a new
                  Subsidiary, and unless otherwise agreed by the parties, ALIC
                  and AML shall cause the board of directors of such Subsidiary
                  to be comprised of an equal number of members, half of whom
                  shall be selected by ALIC and half of whom shall be selected
                  by AML.

                               SECTION 2.5--OPTION

         30. Section 2.5 is amended by adding a new Section 2.5(f), which shall
provide as follows:

                  Notwithstanding anything to the contrary set forth herein,
                  from and after April 1, 2001, the provisions of Section 2.5
                  are no longer effective and AML shall no longer have any right
                  to exercise any unexercised portion of the Option.

                   SECTION 2.6--DISPUTE RESOLUTION AND AUCTION

         31. In Sections 2.6(e)(4) and 2.6(e)(5)a), the words "within one year
after the Acceptance Date" are replaced with the words "within six months after
the Acceptance Date."

                               SECTION 2.8--OTHER

         32. In Section 2.8(c), the following words are inserted in place of the
word "The" at the beginning of this section: "Except as otherwise expressly
agreed by the parties from to time, the", so that this section, as amended,
shall read:

                  Except as otherwise expressly agreed by the parties from to
                  time, the reinsurance business generated by AVLIC or any other
                  insurance company Subsidiary of Holding Company, in excess of
                  (in the case of AVLIC) the initial retention level


                                      -14-
<PAGE>
                                                                   Exhibit 10.37

                  of $100,000, shall be offered 50% to ALIC and 50% to AML for
                  reinsurance by such party on a quota share basis and/or for
                  further offering to Third Parties as such party may reasonably
                  direct; provided, however, that reinsurance with respect to
                  policies issued by AVLIC resulting from the conversion of any
                  term policy issued by either AML or ALIC shall be offered in
                  full to the party (AML or ALIC) which issued the original
                  policy. Each such Third Party shall have a rating of at least
                  "Excellent" by A.M. Best, Inc. The parties shall negotiate a
                  reinsurance treaty among AVLIC, ALIC and AML which would be
                  effective at the Closing Date or as soon thereafter as may be
                  practicable, which treaty shall specify the parties'
                  agreements with respect to such reinsurance.

         33. In Section 2.8(g), a reference to a Put Notice shall be added, so
that this section, as amended, shall read:

                  In the event one party gives the other an Auction Notice, a
                  Unilateral Auction Notice, a Put Notice or a Transfer Notice
                  pursuant to this Agreement, then both parties shall cause
                  Holding Company and its Subsidiaries to provide each other and
                  their respective counsel, accountants, actuaries and other
                  representatives (including such representatives of any lender,
                  potential venture partner or other similar Person) with
                  access, upon reasonable notice and during normal business
                  hours, to all facilities, officers, employees, agents,
                  accountants, actuaries, Assets and Properties, and Books and
                  Records of Holding Company and its Subsidiaries, and will
                  furnish such Persons during such period with all such
                  information and data (including without limitation copies of
                  Contracts and other Books and Records) concerning the
                  business, operations and affairs of Holding Company and its
                  Subsidiaries as such Persons shall reasonably request. Each
                  such Person which is not a party to this Agreement shall agree
                  to be subject to and bound by the confidentiality provisions
                  of Section 2.8(h) hereof.

         34. The second sentence of Section 2.8(j) is hereby deleted in its
entirety.

                                  MISCELLANEOUS

         35. The changes set forth in Paragraphs 19, 20 and 22 of this Amendment
shall be deemed to have taken effect on July 1, 1999, in respect of Fixed
Annuities that are commonly referred to in the industry as equity indexed
annuities. With respect to all other Fixed Annuities, such changes are effective
at the Effective Date.

         36. The headings used in this Amendment have been inserted for
convenience and do not constitute matter to be construed or interpreted in
connection with this Agreement. The parties have worked closely together in
drafting, negotiating and reviewing this Amendment, and therefore acknowledge
and agree that any rule of construction to the effect that any ambiguities are
to be resolved against the drafting party shall not be employed in the
interpretation of this Amendment.


                                      -15-
<PAGE>
                                                                   Exhibit 10.37

         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the duly authorized officers of ALIC and AML effective as of the date first
written above.

                                    AMERITAS LIFE INSURANCE CORP.


                                    By: /s/ Kenneth C. Louis
                                    ------------------------
                                        Kenneth C. Louis,
                                        Chairman of the Board & Chief
                                        Executive Officer

                                    AMERUS LIFE INSURANCE COMPANY


                                    By: /s/ Gary R. McPhail
                                    --------------------------
                                        Gary R. McPhail, President &
                                        Chief Executive Officer



                                      -16-