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Exhibit 3.1  ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES INCORPORATION
OF
AMERUS GROUP CO.   To the Secretary of State of the State of Iowa: Pursuant to the provisions of Section 490 of the Iowa Business Corporation
Act, the corporation hereafter named (Corporation) does hereby adopt the
following Articles of Amendment to its Amended and Restated Articles of
Incorporation:  I.
    
    The name of the corporation is AmerUs Group Co.
The effective date of its incorporation was the 30th day of
June 1996. Its original name was American Mutual Holding
Company.II.
    
    The date of adoption of the Articles of Amendment
by the shareholders of the Corporation was May 13, 2004.III.
    
    The Articles of Amendment were duly approved by
the shareholders of the Corporation in the manner required by
Section 490.1003 of The Iowa Business Corporation Act and the
Amended and Restated Articles of Incorporation.IV.
    
    The shareholders of the corporation approved on
May 13, 2004, a proposal that Articles VIII and IX of the
Amended and Restated Articles of Incorporation be deleted in
their entirety and replaced them with the following Articles
VIII and IX: ARTICLE VIII
INDEMNIFICATION The Corporation shall indemnify a director for liability (as such
term is defined in section 490.850(5) of the Iowa Business
Corporation Act) for any action taken, or any failure to take any
action, as a director, except liability for any of the following:
(1) receipt of a financial benefit by a director to which the
director is not entitled; (2) an intentional infliction of harm on
the Corporation or the shareholders; (3) a violation of section
490.833 of the Iowa Business Corporation Act; or (4) an
intentional violation of criminal law. Without limiting the
foregoing, the Corporation shall exercise all of its permissive
powers as often as Page 1




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necessary to indemnify and advance expenses to its directors and
officers to the fullest extent permitted by law. If the Iowa
Business Corporation Act is hereafter amended to authorize broader
indemnification, then the indemnification obligations of the
Corporation shall be deemed amended automatically and without any
further action to require indemnification and advancement of funds
to pay for or reimburse expenses of its directors and officers to
the fullest extent permitted by law. Any repeal or modification
of this Article shall be prospective only and shall not adversely
affect any indemnification obligations of the Corporation with
respect to any state of facts existing at or prior to the time of
such repeal or modification. ARTICLE IX
DIRECTORS NOT PERSONALLY LIABLE A director of the Corporation shall not be personally liable to
the Corporation or its shareholders for money damages for any
action taken, or any failure to take any action, as a director,
except liability for any of the following: (1) the amount of a
financial benefit received by a director to which the director is
not entitled; (2) an intentional infliction of harm on the
Corporation or the shareholders; (3) a violation of section
490.833 of the Iowa Business Corporation Act; or (4) an
intentional violation of criminal law. If the Iowa Business
Corporation Act is hereafter amended to authorize the further
elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the
limitation on personal liability provided herein, shall be
eliminated or limited to the extent of such amendment,
automatically and without any further action, to the fullest
extent permitted by law. Any repeal or modification of this
Article shall be prospective only and shall not adversely affect
any limitation on the personal liability or any other right or
protection of a director of the Corporation with respect to any
state of facts existing at or prior to the time of such repeal or
modification.  V.
    
    The effective time and date of this
Articles of Amendment shall be the time and date of
filing these Articles of Amendment by the Secretary of
State of the State of Iowa. Page 2




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IN WITNESS WHEREOF, AmerUs Group Co. has caused these Articles of
Amendment to be signed by Roger K. Brooks, its Chairman and Chief
Executive Officer and James A. Smallenberger, its Secretary, this 20th
day of May, 2004. AMERUS GROUP CO.By:
    /s/ Roger K. BrooksROGER K. BROOKSChairman and Chief Executive Officer By:
    /s/ James A. SmallenbergerJAMES A. SMALLENBERGERSecretary STATE OF IOWA
    
    }}
    
    ss:COUNTY OF POLK
    
    }
 On this 20th day of May, 2004, before me Nelda L. Davis, a Notary
Public in and for said County, personally appeared ROGER K. BROOKS and JAMES A.
SMALLENBERGER, to me personally known who being by me duly sworn, did say that
they are the Chairman and Chief Executive Officer and the Secretary
respectively of AmerUs Group Co., and that said Articles of Amendment were
signed and sealed on behalf of AmerUs Group Co. by authority of its Board of
Directors and that the said ROGER K. BROOKS and JAMES A. SMALLENBERGER
acknowledged the execution of said instrument to be the voluntary act and deed
of said corporation by it voluntarily executed. /s/ Nelda L. DavisNotary Public in and for the State of Iowa Page 3