Chairman's Bonus Plan



 



Exhibit 4.1



AmerUs Group Co.



CHAIRMAN’S BONUS PLAN



Section 1. General Purpose of Plan; Definitions


The name of this plan is the AmerUs Group Co. Chairman’s Bonus Plan (the
“Plan”). The purpose of the Plan is to compensate and reward certain agents
of AmerUs Group Co.’s (“Company”) insurer-subsidiaries for attaining and
maintaining specified levels of life insurance production and to encourage such
agents to participate in Company’s long-term success by correlating bonuses
with the performance of Company’s common stock.


The following Plan terms shall be defined as set forth below:



	 	 	 
	1.1	 	
Award Date means February 15 in the calendar year following any Base Year
or Vesting Year; provided, that if February 15 in any calendar year is not
a Business Day the Award Date for that calendar year shall be the next
succeeding Business Day.
	 	 	 
	1.2	 	
Base Year means a calendar year for which an Insurer has published a Base
Year Supplement pursuant to which the Committee shall determine whether
each Eligible Agent has qualified for a grant under the Plan.
	 	 	 
	1.3	 	
Base Year Supplement is the addendum to the Plan published for a
specified Base Year by one or more Insurers setting out, for each
specified Eligible Agent Contract, its Bonus Schedule, Eligible Products,
Production Threshold, Vesting Years, and any other terms, provisions, or
conditions consistent with this Plan an Insurer may elect to include as to
such Base Year and grants of Stock Units in respect thereof. The
provisions of the Insurers’ Base Year Supplements may vary from each other
and from year to year. Each Base Year Supplement shall be filed with the
Plan and made a part of it.
	 	 	 
	1.4	 	
Bonus Rates are those percentages of Plan Participants’ Base Year Plan
Production pursuant to which grants of Stock Units hereunder will be made.
	 	 	 
	1.5	 	
Bonus Schedule is a listing showing the Bonus Rate for each level of Plan
Production under specified Eligible Agent Contracts of an Insurer for a
Base Year.
	 	 	 
	1.6	 	
A Business Day is any day on which trading occurs on the New York Stock
Exchange.
	 	 	 
	1.7	 	
Change of Control means any of the following events: (a) any “Person” (as
such term is defined in Rule 13d-5 under the Securities Exchange Act of
1934, as amended, (the “Exchange Act”)) or group (as such term is defined
in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) other than a
Subsidiary of the Company (for purposes of this definition only,
“Subsidiary” shall mean each of those Persons of which another Person,
directly or indirectly through one or more Subsidiaries, owns beneficially
securities having more than 25% of the voting power in the election of
directors (or Persons fulfilling similar functions or duties) of the owned
Person (without giving effect to any contingent voting rights)) or any
employee benefit plan (or any related trust) of the Company or a
Subsidiary of the Company, becomes the beneficial owner (as such term is
defined in Rule 13d-3 of the Exchange Act) of (1) 25% or more of the
common stock of



 






 



	 	 	 
	 	 	
the Company or (2) securities of the Company that are entitled to vote generally in the election of
directors of the Company (“Voting Securities”) representing 25% or more of the combined voting power of
all Voting Securities of the Company; (b) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on the date hereof, constitute the
Board and any new director (other than a director whose initial assumption of office is in connection
with an actual or threatened election contest, including but not limited to a consent solicitation,
relating to the election of directors of the Company) whose appointment or election by the Board or
nomination for election by the Company’s stockholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or
whose appointment, election or nomination for election was previously so approved or recommended; or (c)
there is consummated a merger, reorganization or consolidation involving the Company or any direct or
indirect Subsidiary of the Company and any other corporation or other entity, other than a merger,
reorganization or consolidation which results in the common stock and Voting Securities of the Company
outstanding immediately prior to such merger, reorganization or consolidation continuing to represent
(either by remaining outstanding or by being converted into voting securities of the surviving entity or
any parent thereof) at least 60%, respectively, of the common stock and combined voting power of the
Voting Securities of the Company or such surviving entity or any parent thereof outstanding immediately
after such merger, reorganization or consolidation, or (d) the stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the
sale or disposition by the Company of all or substantially all of the Company’s assets.
	 	 	 
	1.8	 	
Committee means those individuals appointed by Company to administer this Plan.
	 	 	 
	1.9	 	
Company means AmerUs Group Co., Des Moines, Iowa.
	 	 	 
	1.10	 	
Disabled or Disability means, as context may require, unable or the
inability to engage in substantially all of the major duties of an
Eligible Agent by reason of any medically determined physical or mental
impairment which is expected to last for a continuous period of not less
than 12 months.
	 	 	 
	1.11	 	
Eligible Agent means an agent of an Insurer who is a party to an Eligible
Agent Contract.
	 	 	 
	1.12	 	
Eligible Agent Contract means an agent contract between an Insurer and an
Eligible Agent which is in effect during a Base Year and designated by
such Insurer in a Base Year Supplement.
	 	 	 
	1.13	 	
Eligible Products are those insurance products that are designated by an
Insurer in a Base Year Supplement.
	 	 	 
	1.14	 	
Fair Market Value means, as of any Business Day, the closing price of a
share of Stock on such date on the New York Stock Exchange.
	 	 	 
	1.15	 	
Final Vesting Date, for each grant of Stock Units, means the Award Date
occurring immediately after the last Vesting Year for such grant
	 	 	 
	1.16	 	
Insurer means any insurer-subsidiary of Company. Insurers means
Company’s insurer-subsidiaries, collectively.
	 	 	 
	1.17	 	
Plan means this AmerUs Group Co. Chairman’s Bonus Plan.
	 	 	 
	1.18	 	
Plan Participant means an Eligible Agent who has qualified under the Plan
for a grant of Stock Units and who has a vested and/or unvested interest
in one or more Stock Units granted under the Plan, which interest has not
been forfeited.



 






 



	 	 	 
	1.19	 	
Plan Production means the production, measured as provided in the
applicable Base Year Supplement, of an Eligible Agent for sales of
Eligible Products under an Eligible Agent Contract for a Base Year and the
Vesting Year that corresponds therewith.
	 	 	 
	1.20	 	
Production Threshold means, for each Eligible Agent Contract, the Plan
Production set by an Insurer for a Base Year and the Vesting Year that
corresponds therewith.
	 	 	 
	1.21	 	
Stock means the common stock of AmerUs Group Co.
	 	 	 
	1.22	 	
Subsidiary means any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations (other than the
last corporation in the unbroken chain) owns stock possessing 50% or more
of the total combined voting power of all classes in one of the other
corporations in the chain.
	 	 	 
	1.23	 	
Stock Unit means a unit which, on the day such unit is cashed out, is
equal in Fair Market Value to a share of Stock.
	 	 	 
	1.24	 	
Vesting Years are those consecutive calendar years specified in a Base
Year Supplement, which shall be no less than three, immediately following
any Base Year, subject to Section 3.5 hereof.



Section 2. Eligibility



	 	 	 
	3.1	 	
Bonus Rate, Eligible Agent Contracts, Eligible Products, and Production
Threshold are Plan components which relate to the eligibility for and
amount of any grant hereunder. Such components may be established by each
Insurer in its sole discretion for a Base Year in a Base Year Supplement.
Any Insurer may suspend new grants of Stock Units for any calendar year by
not publishing a Base Year Supplement therefor.
	 	 	 
	3.2	 	
Each Eligible Agent whose applicable Plan Production meets or exceeds the
Production Threshold for his/her Eligible Agent Contract for a Base Year
shall receive a grant under the Plan as of the Award Date therefor.



Section 3. Operation



	 	 	 
	4.1	 	
Grants of Stock Units. As of each Award Date, the Committee shall
determine which Eligible Agents have met the applicable Production
Threshold under the Plan for the immediately preceding Base Year and the
number of Stock Units to be granted to each pursuant to the Base Year
Supplement for such Base Year. The number of Stock Units to be granted
shall be calculated by (1) multiplying each Eligible Agent’s applicable
Plan Production for the Base Year by the applicable Bonus Rate and (2)
dividing the product thereof by the Fair Market Value on that Award Date.
Fractions shall be rounded to the nearest whole number. The Committee
will notify each Eligible Agent who receives Stock Units of the number
thereof within 30 days of the Award Date.
	 	 	
 
	4.2	 	
Vesting. A Plan Participant’s interest in the Stock Units granted to
him/her under the Plan for any Base Year shall vest over the number of
Vesting Years set out in the Base Year Supplement therefor, such that 1/x
(where x = the number of Vesting Years for that Base Year) of any grant
shall vest on the Award Date following each Vesting Year if the Plan
Participant’s applicable Plan Production shall have met or exceeded the
applicable Production Threshold for that Vesting Year. The Production
Threshold for a Vesting Year is the applicable Production Threshold set by
an Insurer for that Base Year (e.g., an



 






 



	 	 	 
	 	 	
Insurer’s Production Threshold for Vesting Year 2003 is its Production
Threshold for Base Year 2003). Any interest which does not vest as
provided herein is forfeited.
	 	 	
 
	4.3	 	
Forfeiture of Interest in the Plan. A Plan Participant’s vested and
unvested interests in any Stock Units shall be forfeited upon any
termination for cause of his/her Eligible Agent Contract.
	 	 	
 
	4.4	 	
Death of a Plan Participant. Any unvested interest in any Stock Units
which is held by an individual who is a Plan Participant at the time of
his/her death shall be deemed vested as of the date of the Plan
Participant’s death.
	 	 	
 
	4.5	 	
Disability. For any Plan Participant who becomes Disabled for a period
which does not exceed 5 calendar years, the vesting process will be
suspended during the term of Disability. The calendar year in which the
Disability begins will not be deemed a Vesting Year unless the Plan
Participant meets the Production Threshold for that Vesting Year. Upon
termination of the Disability, the Plan Participant may resume vesting
pursuant to the terms hereof. The calendar year in which the Disability
ends will not be deemed a Vesting Year unless the Plan Participant meets
the Production Threshold for that Vesting Year. Any continuous Disability
which exceeds 5 calendar years will result in forfeiture of the disabled
Plan Participant’s unvested interest in any Stock Units.



Section 4. Stock Units


Stock Units granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the Plan, as the Committee in its sole discretion may
determine:



	 	 	 
	5.1	 	
Cash Out. A Plan Participant may cash out all or a portion of his/her
vested interest in a grant of Stock Units at any time after the Final
Vesting Date applicable to such grant upon written notice to the Committee
(“Cash Out Notice”). The Committee will cash out any remaining portion of
a Plan Participant’s vested interest in a grant of Stock Units as of the
fifth anniversary of the applicable Final Vesting Date. Subject to
Section 4.2 hereof, upon cashing out a Stock Unit, a Plan Participant
shall be entitled to receive an amount in cash equal to the Fair Market
Value as of the date of the receipt of the Cash Out Notice by the
Committee (“Cash Out Amount”), and the Company shall pay the Cash Out
Amount to the Plan Participant in a lump sum within 30 days of the
Committee’s receipt of the Cash Out Notice.
	 	 	 
	5.1.1	 	
If a Plan Participant’s Eligible Agent Contract is terminated without
cause prior to the Final Vesting Date for any grant of Stock Units, the
Committee will cash out, as of such Final Vesting Date, any interests in
such grant of Stock Units which are vested at the time of termination. In
such event, the Cash Out Amount will be calculated using the Fair Market
Value on the Business Day which is or next follows the applicable Final
Vesting Date, subject to Section 4.2. If a Plan Participant’s Eligible
Agent Contract is terminated without cause after the Final Vesting Date as
to any grant, the Committee will cash out any vested interests in such
grant as of the date of such termination.
	 	 	 
	5.1.2	 	
Any interests in Stock Units which are vested at the time of death of a
Plan Participant shall be cashed out, promptly upon receipt by the
Committee of notice of such death, and the Cash Out Amount will be
calculated using the Fair Market Value on the Business Day which is or
next follows the date of death of the Plan Participant. Any such Cash



 






 



	 	 	 
	 	 	
Out Amount shall be payable to a beneficiary designated by the Plan
Participant or, if none, to the estate of the Plan Participant.
	 	 	 
	5.1.3	 	
The Committee may offset any Cash Out Amount against amounts owed to one
or more Insurers by the Plan Participant.
	 	 	 
	5.1.4	 	
The Committee may, in its sole discretion, cash out any Plan
Participant’s vested interest in any Stock Units at any time.
	 	 	 
	5.2	 	
Deferred Compensation Plan Election. A Plan Participant may defer the
receipt of any Cash Out Amount that is otherwise required to be paid to
the Plan Participant hereunder pursuant to the terms of the Insurer’s
Deferred Compensation Plan. Election of such a deferral will be effective
if and when made in accordance with procedures established and announced
by the Company from time to time.
	 	 	 
	5.3	 	
Not a Security. A Stock Unit is not a stock option, warrant, or
subscription right. Plan Participants are not shareholders of the Company
and have no ownership interest in Stock, no right to acquire Stock, and no
voting or dividend rights. A Plan Participant’s vested interest in
his/her Stock Units is not transferable other than by will or by laws of
descent and distribution and, during a Plan Participant’s lifetime, Stock
Units may be cashed out only by the Plan Participant or the Committee.
	 	 	 
	5.4	 	
Changes in Stock. In the event of a change in the number of outstanding
shares of Stock by reason of any stock dividend, subdivision,
reclassification, recapitalization, split, combination, or exchange of
shares; the number of Stock Units issued to each Plan Participant shall be
correspondingly adjusted to the extent that the Committee in its sole
discretion determines is necessary to equitably reflect such change.
	 	 	 
	5.5	 	
Change of Control. Any Base Year Supplement may contain provisions
governing the effect of a Change of Control on the vesting of Stock Units
granted in respect of that Base Year. Participants’ interests in Stock
Units granted in respect of any Base Year for which no such provisions
appear in the Base Year Supplement will be deemed vested upon the
occurrence of a Change of Control and will be cashed out at the Fair
Market Value on the last Business Day preceding such Change of Control and
paid to Participants as soon as practicable thereafter.



Section 5. Taxes


The Company may withhold from a Plan Participant’s vested interest in any Stock
Units the amount of any withholding or other tax required by law to be withheld
or paid by the Company with respect to such Stock Units, and the Company may
defer cashing out any Stock Unit unless the Company is indemnified to its
satisfaction against liability for any tax. The amount of withholding or tax
payment shall be determined by the Committee and shall be payable by a Plan
Participant at such time as the Committee determines. A Plan Participant may
satisfy his or her tax withholding obligation by the payment of cash to the
Company or in any other manner approved by the Committee. The Committee shall
be authorized to establish, in its sole discretion, such rules and procedures
relating to withholding methods as it deems necessary or appropriate.


 






 


Section 6. Administration


The Plan shall be administered by the Committee which at all times shall
consist of at least three but no more than five employees of Company and/or
Insurers appointed by Company’s Chief Executive Officer (“CEO”). The
composition of the Committee may be changed at any time in the discretion of
the CEO. The Committee shall have the power and authority to grant Stock Units
to Plan Participants pursuant to the terms of the Plan. In addition, the
Committee shall have the power to take, direct, or delegate all actions which
it determines are necessary or appropriate to the administration of the Plan,
including but not limited to the following:



	 	 	 
	6.1	 	
To determine in a manner consistent with the Plan the terms and
conditions of all grants made thereunder and to notify Plan Participants
thereof;
	 	 	
 
	6.2	 	
To construe and interpret the provisions of the Plan and any agreements
relating thereto and to make, alter, and repeal rules and regulations
governing the administration of the Plan;
	 	 	
 
	6.3	 	
To decide all questions of eligibility for participation in the Plan and
to review and determine the rights thereunder of any Plan Participant;
	 	 	
 
	6.4	 	
To obtain any needed information and to determine such facts as are
necessary to the proper administration of the Plan;
	 	 	
 
	6.5	 	
To construe any uncertain terms, correct any defect, supply any omission,
and reconcile any inconsistency which may inhere in the Plan in a manner
that is consistent with the purposes thereof;
	 	 	
 
	6.6	 	
To defer payment of any Cash Out Amount, following the termination of an
Eligible Agent’s Contract, for such period as it, in its sole discretion,
may determine;
	 	 	
 
	6.7	 	
To review situations in which an Eligible Agent is a party to more than
one Eligible Agent Contract during a Base Year or Vesting Year and to
aggregate and/or make pro rata or other adjustments in its sole discretion
to the Plan Production and/or Production Threshold applicable to such
Eligible Agent for any such year;
	 	 	
 
	6.8	 	
To determine, in its sole discretion, the existence of a Disability or of
vesting rights under Section 3.5 hereof; and
	 	 	
 
	6.9	 	
To do such other acts as are necessary or appropriate to the
administration of the Plan in accordance with its provisions and with any
applicable statute or regulation.



The Committee shall have sole and absolute discretion in the exercise of all
its powers under the Plan, including but not limited to those set out above, to
the maximum extent permitted by law. Any decision, determination, or other act
by the Committee with respect to the Plan shall be final and binding on all
persons, including the Company, the Insurers, Eligible Agents, and Plan
Participants. In the event that any decision, determination, or other act of
the Committee taken in the course of its administration of the Plan is subject
to judicial review, it is intended that the court shall defer to the position
of the Committee to the maximum extent permitted by applicable law. No member
of the Committee shall be liable to any person for any action taken or omitted
in connection with the interpretation or administration of this Plan. On the
reasonable request of a Plan Participant, the Committee shall provide such Plan
Participant with a report on the status of his or her account.


 






 


Section 7. Amendments and Termination


The Company may amend, alter, or terminate the Plan at any time. Any
termination will end grants under the Plan for future Base Years. No
amendment, alteration, or termination shall operate to impair without the Plan
Participant’s consent any vested interest in any Stock Units, any interest in a
grant which may be made for the Base Year in which termination occurs, or an
interest in any existing grant which may vest pursuant to the terms hereof. In
the event of Plan termination or any discontinuance by one or more Insurers,
the Committee will publish a Production Threshold for each Eligible Agent
Contract for each succeeding Vesting Year, as contemplated hereby, or if no
Production Threshold is published, the Production Threshold shall be that most
recently published for the applicable Eligible Agent Contract. No term of this
Plan shall be construed to alter or limit any right of an Insurer under any
Eligible Agent Contract.


Section 8. Unfunded Status of the Plan


The Plan is intended to constitute an “unfunded” plan for incentive and
deferred compensation. With respect to a Plan Participant’s vested interest in
the Plan, nothing set forth in the Plan shall give such Plan Participant any
rights that are greater than those of a general creditor of the Company. The
Committee may authorize, in its sole discretion, the creation of trusts or
other arrangements to meet the obligations created under the Plan with respect
to grants made hereunder, provided that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.


Section 9. Stock Unit Certificates; Plan Accounting; Committee’s Decisions
Final


No Stock Unit certificates will be issued under the Plan, and the accounting
records of each Plan Participant’s vested and/or unvested interests in the Plan
shall be maintained by the Company under the supervision of the Committee. The
Committee’s decision concerning any question or dispute regarding such records
shall be final.


Section 10. Effective Date of the Plan


The Plan shall be effective on January 1, 2002.


 






 


CHAIRMAN’S BONUS PLAN

BASE YEAR SUPPLEMENT


BASE YEAR: 2002


INSURER: AmerUs Life Insurance Company



	 	 	 
	ELIGIBLE AGENT CONTRACT(S):	 	
Personal Producing Agent Contract (Form No. 14746
3/02 and later variations)
	 	 	
Personal Producing General Agent Contract (Form No.
14745 3/02 and later variations)



1.     Production Threshold = $100,000 NAFYC


NAFYC means net annualized first-year commissions, as defined by Insurer from
time to time according to its rules and limits.


2.     Vesting Years = 5


3.     Eligible Products: All fixed life products issued by AmerUs Life Insurance
Co.


4.     Bonus Schedule




	 	 	 	 	 	 
	Plan Production	 	Bonus Rate
	
	 	

	$	100,000 to 250,000
	 	 	5.0	%
	 	250,001 to 500,000
	 	 	7.5	 
	 	500,001 to 750,000
	 	 	10.0	 
	 	750,001+
	 	 	12.5	 



Additional terms: For all Vesting Years applicable to grants of Stock Units
in respect of the 2002 Base Year, Eligible Products shall include all fixed
life products issued during such Vesting Year by Insurer.


 






 


CHAIRMAN’S BONUS PLAN

BASE YEAR SUPPLEMENT


BASE YEAR: 2003


INSURER: AmerUs Life Insurance Company



	 	 	 
	ELIGIBLE AGENT CONTRACT(S):	 	
Personal Producing Agent Contract (Form No. 14746
3/02 and later variations)
	 	 	
Personal Producing General Agent Contract (Form No.
14745 3/02 and later variations)



1.     Production Threshold = $100,000 NAFYC


NAFYC means net annualized first-year commissions, as defined by Insurer from
time to time according to its rules and limits.


2.     Vesting Years = 5


3.     Eligible Products: All fixed life products issued by AmerUs Life Insurance
Co.


     4.     Bonus Schedule



	 	 	 	 	 
	Plan Production	 	Bonus Rate
	
	 	

	$100,000 to 250,000
	 	 	5.0	%
	  250,001 to 500,000
	 	 	7.5	 
	  500,001 to 750,000
	 	 	10.0	 
	  750,001+
	 	 	12.5	 



Additional terms: For all Vesting Years applicable to grants of Stock Units
in respect of the 2003 Base Year, Eligible Products shall include all fixed
life products issued during such Vesting Year by Insurer.


 






 


CHAIRMAN’S BONUS PLAN

BASE YEAR SUPPLEMENT


BASE YEAR: 2002


INSURER: Indianapolis Life Insurance Company



	 	 	 
	ELIGIBLE AGENT CONTRACT(S):	 	
Personal Producing General Agent Contracts
bearing the following names:
	 	 	
Indianapolis Life Insurance Company Agency Contract (ILAGY)
	 	 	
and
	 	 	
Indianapolis Life Insurance Company Agent Contract (ILAGY)



1.     Production Threshold = $100,000 NAFYC


NAFYC means net annualized first-year commissions, as defined by Insurer from
time to time according to its rules and limits.


2.     Vesting Years = 5


3.     Eligible Products: All fixed life products issued by Indianapolis Life
Insurance Co.


     4.     Bonus Schedule



	 	 	 	 	 
	Plan Production	 	Bonus Rate
	
	 	

	$100,000 to 250,000
	 	 	5.0	%
	  250,001 to 500,000
	 	 	7.5	 
	  500,001 to 750,000
	 	 	10.0	 
	  750,001+
	 	 	12.5	 



Additional terms: For all Vesting Years applicable to grants of Stock Units
in respect of the 2002 Base Year, Eligible Products shall include all fixed
life products issued during such Vesting Year by Insurer.


 






 


CHAIRMAN’S BONUS PLAN

BASE YEAR SUPPLEMENT


BASE YEAR: 2003


INSURER: Indianapolis Life Insurance Company



	 	 	 
	ELIGIBLE AGENT CONTRACT(S):	 	
Personal Producing General Agent Contracts
bearing the following names:
	 	 	
Indianapolis Life Insurance Company Agency Contract (ILAGY)
	 	 	
and
	 	 	
Indianapolis Life Insurance Company Agent Contract (ILAGY)



1.     Production Threshold = $100,000 NAFYC


NAFYC means net annualized first-year commissions, as defined by Insurer from
time to time according to its rules and limits.


2.     Vesting Years = 5


3.     Eligible Products: All fixed life products issued by Indianapolis Life
Insurance Co.


     4.     Bonus Schedule



	 	 	 	 	 
	Plan Production	 	Bonus Rate
	
	 	

	$100,000 to 250,000
	 	 	5.0	%
	  250,001 to 500,000
	 	 	7.5	 
	  500,001 to 750,000
	 	 	10.0	 
	  750,001+
	 	 	12.5	 



Additional terms: For all Vesting Years applicable to grants of Stock Units
in respect of the 2003 Base Year, Eligible Products shall include all fixed
life products issued during such Vesting Year by Insurer.