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                                                                     EXHIBIT 4.3

                              Amended and Restated

                                AmerUs Group Co.

                                MIP Deferral Plan

                                  May 10, 2001


Section 1.  General Purpose of Plan; Definitions.

The name of this plan is the AmerUs Group MIP Deferral Plan (the "Plan"). This
Plan amends and restates the MIP Deferral Plan dated September 1, 1998 as set
forth herein. Notwithstanding anything contained herein to the contrary, nothing
in this Plan shall in any way alter or adversely affect any of the rights of
Participants relative to, or to receive, (1) any Deferred Amounts deferred under
the Plan prior to May 10, 2001 ("Previously Deferred Amounts") and (2) any
Corresponding Employer Matches prior to May 10, 2001 ("Previously Matched
Amounts"). The purpose of the Plan is to enable the respective management
employees of AmerUs Group Co. (the "Company") and its Subsidiaries to
participate in the long-term success of the Company by investing in the
performance of the stock of the Company.

For purposes of the Plan, the following terms shall be defined as set forth
below:

(a) "Alternatives," "Alternative One" and "Alternative Two" shall have the
     meanings set forth in Section 10 hereof.

(b) "Board" means the Board of Directors of the Company and its Subsidiaries.

(c) "Change of Control" means any of the following events:

     (a)  any person (as such term is used 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 or any employee benefit plan (or any
          related trust) of the Company or a Subsidiary, becomes the beneficial
          owner (as such term is defined in Rule 13d-3 of the Exchange Act) of
          (1) more than 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 individuals who, prior to a Merger (as defined below), constituted
          the Board of Directors of the Company ceasing to constitute at least a
          majority thereof, unless the election, or the nomination for election
          of each director of the Company for a period of two (2) years
          following the consummation of such Merger was approved by a vote of at
          least two-thirds of the directors of the Company then still in office
          who were directors of the Company prior to such Merger; or

     (c)  consummation by the Company of either of the following:

          (i)  a merger, reorganization, consolidation or similar transaction
               (any of the foregoing, a "Merger") as a result of which the
               persons who were the respective beneficial owners of the
               outstanding common stock and Voting Securities of the Company
               immediately before such Merger are not expected to beneficially
               own, immediately after such Merger, directly or indirectly, more
               than 60% of, respectively, the common stock and the combined
               voting power of the Voting Securities of the Company resulting
               from such Merger in substantially the same proportions as
               immediately before such Merger, or




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          (ii) a plan of liquidation of the Company or a plan or agreement for
               the sale or other disposition of all or substantially all of the
               assets of the Company.


     (d)  "Code" means the Internal Revenue Code of 1986, as amended.

     (e)  "Committee" means the Human Resources Committee of the Board. If at
          any time there is no Committee, the functions of the Committee
          specified in the Plan shall be exercised by the Board.

     (f)  "Commission" means the Securities and Exchange Commission, or any
          successor thereto.

     (g)  "Company" means AmerUs Group Co., a corporation organized under the
          laws of the State of Iowa, or any successor corporation.

     (h)  "Corresponding Employer Match" means in reference to a Deferred
          Amount, or Re-Deferred Amount, the Employer Match granted in the year
          such Deferred Amount, or Re-Deferred Amount, was deferred, or
          Re-Deferred, by a Participant and calculated as a percentage of such
          Deferred Amount or Re-Deferred Amount.

     (i)  "Deferred Amount" means the amount of payment granted under the
          Management Incentive Plan elected by a Participant to be deferred
          under the Plan, as described in Section 4 of the Plan.

     (j)  "Disability" means total and permanent disability, as determined under
          the long term disability program of the Company and its Subsidiaries.

     (k)  "Employer Match" means the number of Stock Units calculated which is
          the result of (x) the product of (a) the Percentage Match and (b) the
          Deferred Amount, being divided by (y) the Fair Market Value of a share
          of Stock on the Employer Match Grant Date for such year.

     (l)  "Employer Match Grant Date" means the MIP Payment Date in each year.

     (m)  "Exchange Act" means the Securities and Exchange Act of 1934, as
          amended.

     (n)  "Fair Market Value" means, as of any given date, the closing price of
          the Stock on such date on the New York Stock Exchange.

     (o)  "MIP Payment Date" means the date on which bonuses under the
          Management Incentive Plan of the Company are paid.

     (p)  "Non-Employee Director" means a director who is a "non-employee
          director" under Rule 16b-3 under Section 16 of the Exchange Act and is
          an "outside director" under Section 1.162-27(e)(3) of the regulations
          promulgated under the Code.

     (q)  "Participant" means an employee of the Company or any Subsidiary who
          is eligible for participation in the Plan under Section 3 of the Plan
          and who elects to participate in the Plan under Section 4 of the Plan.

     (r)  "Percentage Match" means the percentage which the Committee determines
          each year to be used in calculating the Employer Match for that year
          and which percentage may equal zero (0).

     (s)  "Plan" means this MIP Deferral Plan.

     (t)  "Previously Deferred Amount" has the meaning set forth in the preamble
          to this Section 1.

     (u)  "Previously Matched Amount" has the meaning set forth in the preamble
          to this Section 1.

     (v)  "Prime Rate" means the highest bank prime loan rate as published in
          The Wall Street Journal in its Money Rate Section on the 15th day (or
          the next business day if the 15th day is not a business day) of each
          calendar month.


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     (w)  "Re-Defer" or "Re-Deferral" means the election of a Participant to
          defer the receipt of all of a Deferred Amount and the Corresponding
          Employer Match, or all Re-Deferred Amounts and all Corresponding
          Employer Matches, for an additional Restricted Period beginning on the
          date on which such immediately preceding Restricted Period ends with
          such election being made at a time set by the Committee which is prior
          to the end of such immediately preceding Restricted Period.

     (x)  "Re-Deferred Amount" means an amount a Participant has Re-Deferred in
          accordance with the immediately preceding Sub-Section 1 (w) of the
          Plan.

     (y)  "Re-Deferred Amount Match" means the number of Stock Units which is
          the result of (x) the product of (a) the Percentage Match for the year
          in which the Re-Deferral is occurring and (b) the Re-Deferred Amount
          plus the Corresponding Employer Match, being divided by (y) the Fair
          Market Value of one share of Stock on the date on which the
          Re-Deferred Amount is Re-Deferred.

     (z)  "Restricted Period" means, with respect to a particular Stock Unit,
          the period determined by the Committee during which such Stock Unit
          may not be cashed out, which period shall be no shorter than the
          period beginning on the MIP Payment Date on which the Stock Unit is
          purchased and ending on the third successive MIP Payment Date
          thereafter. Restricted Period shall also mean any Restricted Period
          relating to a Re-Deferred Amount, which period will begin on the date
          a Participant Re-Defers such Re-Deferred Amount.

     (aa) "Retirement" means "normal retirement" or "early retirement," as those
          terms are defined in the All*AmerUs Savings & Retirement Plan.

     (bb) "Stock" means the Common Stock of the Company.

     (cc) "Stock Unit" means an equivalent unit comparable to a share of the
          Stock.

     (dd) "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 fifty percent (50%) or more of the total combined voting
          power of all classes in one of the other corporations in the chain.

Section 2.  Administration.

The Plan shall be administered by the Committee, which shall at all times
consist of not less than two Non-Employee Directors.

The Committee shall have the power and authority to grant eligible employees
Stock Units pursuant to the terms of the Plan.

In particular, the Committee shall have the authority:

a.        To determine the terms and conditions, not inconsistent with the terms
          of the Plan, of any award granted under the Plan.

b.        To determine the percentage to be used for determining the Employer
          Match to be granted with respect to Stock Units granted under the Plan
          and to notify Participants of the same.

c.        To adopt, alter and repeal such administrative rules, guidelines and
          practices governing the Plan as it shall, from time to time, deem
          advisable, to interpret the terms and provisions of the Plan (and any
          agreements relating thereto) and to otherwise supervise the
          administration of the Plan.

All decisions made by the Committee pursuant to the provisions of the Plan shall
be final and binding on all persons, including the Company and Participants.


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Section 3.  Eligibility.

Officers and other key and high performing employees of the Company and its
Subsidiaries who are eligible to receive bonuses under the Management Incentive
Plan of the Company are eligible to participate in the Plan.

Section 4.  Election.

Each officer and employee of the Company and its Subsidiaries who is eligible to
participate in the Plan may elect to defer up to one hundred percent (100%) of
bonuses he or she may receive after May 10, 2001 under the Management Incentive
Plan of the Company. Participants who received bonuses under the Management
Incentive Plan before May 10, 2001 were eligible to elect to defer only up to
fifty percent (50%) of such bonuses. Such Deferred Amount shall be used by the
Participant to purchase Stock Units, as described in Section 6 of the Plan. Such
election shall be made annually no later than such date as the Committee shall
determine.

At the end of any Restricted Period applicable to a Deferred Amount, a
Participant may elect to Re-Defer receipt of all of a Deferred Amount together
with the Corresponding Employer Matches.

Section 5.  Employer Match.

A Participant may receive a grant of an Employer Match of up to $20,000 with
respect to each Deferred Amount. Subject to the last sentence of this Section 5,
a Participant may also receive a grant of a Re-Deferred Amount Match with
respect to each Deferred Amount, or Re-Deferred Amount, such Participant elects
to Re-Defer so long as all corresponding Employer Matches in the aggregate do
not exceed $20,000. On the Employer Match Grant Date, the Company and its
Subsidiaries shall grant an Employer Match, which the Participant shall be
entitled to receive following the end of the Restricted Period, or after any
additional Restricted Periods if the Deferred Amount corresponding to such
Employer Match has been Re-Deferred, in accordance with Section 6 (d) hereof.
Following the end of the applicable Restricted Period, the Participant shall be
entitled to receive in accordance with the terms and conditions of Section 6
hereof, unless such Participant elects to Re-Defer the Deferred Amount to which
such Employer Match corresponds, such Employer Match which shall be an amount
equal to the Fair Market Value, on the first business day immediately following
the end of the Restricted Period, of the Stock Units comprising the Employer
Match. Following the end of any Restricted Period applicable to a Re-Deferred
Amount, the Participant may receive any Re-Deferred Amount Matches corresponding
thereto which shall equal the Fair Market Value of the Stock Units comprising
such Re-Deferred Amount Matches on the first business day immediately following
the end of such Restricted Period. Except as provided in Section 1, after May
10, 2001, all Corresponding Employer Matches relating back to each individual
Deferred Amount shall not exceed $20,000 in the aggregate.

Section 6.  Stock Units.

Stock Units purchased under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

a.        Purchase Date. A Participant shall purchase Stock Units on the first
          MIP Payment Date following the election by such Participant to
          participate in the Plan.

b.        Price of Stock Units. The price per share of Stock Units under the
          Plan shall be determined on the MIP Payment Date, but shall not be
          less than the Fair Market Value of the Stock on that date. Stock Units
          may only be purchased with Deferred Amounts and Re-Deferred Amounts.

c.        Restricted Period. No Stock Unit may be cashed out during its
          Restricted Period; provided, however, that in the event of the death,
          Disability, Retirement or Termination of a Participant, the Stock
          Units of such Participant may be cashed out as described in Sections
          6(f) or 6(g) of the Plan.

d.        Cash Out. On the first business day following the end of a Restricted
          Period for particular Stock Units, such Stock Units, together with the
          Corresponding Employer Matches, shall be cashed out by each
          Participant, unless a Participant elects to Re-Defer such cash out.
          Upon cashing a Stock Unit, a Participant shall be entitled to receive
          an amount in cash equal in value to the Fair Market Value of one share
          of Stock


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          on the first business day following the end of the Restricted Period
          (the "Cash Out Amount"). Payment of the Cash Out Amount to
          Participants shall be made in the sole discretion of the Committee
          either (1) in a lump sum within ten (10) days of the end of the
          Restricted Period or (2) in substantially equal installments over a
          period not to exceed five (5) years; provided, however, that with
          respect to any Previously Deferred Amount, the Participant shall be
          entitled to receive such Previously Deferred Amount and corresponding
          Previously Matched Amount in a lump sum, unless such Participant
          elects to Re-Defer such amounts in accordance with Section 4 hereof.
          With respect to any Cash Out Amount the Company or its Subsidiaries
          pays in installments, any unpaid portion of such Cash Out Amount shall
          accrue interest monthly at the Prime Rate. Subject to Committee
          approval, each Participant may elect to be paid in either a lump sum
          or in installments. The Committee has the right to determine the form
          of payment any Participant shall receive for cashing out.

e.        Non-Transferability of Stock Units. No Stock Unit shall be
          transferable by a Participant other than by will or by the laws of
          descent and distribution, and all Stock Units shall be cashable,
          during the Participant's lifetime, only by the Participant. The
          Committee shall have the discretionary authority, however, to grant
          Stock Units which would be transferable to members of a Participant's
          immediate family, including trusts for the benefit of such family
          members and partnerships in which such family members are the only
          partners. In exercising such discretionary authority, the Committee
          may take into account whether the granting of such transferable Stock
          Units would require registration with the Commission under a form
          other than Form S-8. A transferred Stock Unit may be cashed out by the
          transferee only to the extent that the Participant would have been
          able to cash out such Stock Unit had the Stock Unit not been
          transferred.

f.        Termination of Employment. Notwithstanding anything in the Plan to the
          contrary, unless otherwise determined by the Committee at grant, if a
          Participant's employment with the Company or any Subsidiary is
          voluntarily or involuntarily terminated, the Stock Units purchased by
          such Participant with the Deferred Amount(s) shall be deemed vested,
          and such Participant shall be entitled to a cash payout with respect
          to such Stock Units. Except in the event of a Change of Control, the
          Participant shall forfeit, and cease to have any right to receive, any
          Employer Matches (other than an Employer Match that has been
          Re-Deferred in accordance with Section 4) as of the date of the
          termination of his/her employment and shall have no further rights
          under the Plan.

g.        Terms of Cash Out Upon Termination of Employment. Except as otherwise
          set forth in the Plan, all of the terms relating to the cash out,
          cancellation or other disposition of a Stock Unit and Employer Match
          upon the termination of the employment of a Participant by the Company
          or a Subsidiary, or upon the Disability, Retirement, death of a
          Participant shall be determined by the Committee.

h.        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
          participant shall be correspondingly adjusted to the extent
          appropriate to reflect such stock dividend, subdivision,
          reclassification, recapitalization, split, combination or exchange of
          shares.

Section 7.  Taxes.

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


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Section 8.  Amendments and Termination.

The Committee may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the right of a
Participant without his or her consent.

The Committee may amend the terms of any Employer Match theretofore granted,
prospectively, but no amendment shall impair the rights of any Participant
without his or her consent.

Section 9.  Unfunded Status of the Plan.

The Plan is intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant by the
Company, nothing set forth in the Plan shall give any such Participant any
rights that are greater than those of a general creditor of the Company. In its
sole discretion the Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan with respect to
awards hereunder; provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.

Section 10.   Change of Control.

Notwithstanding anything contained in this Plan to the contrary, on the
occurrence of a Change of Control, each Participant shall be vested in, and have
an absolute right to receive, all of his or her Corresponding Employer Matches
relative to all Deferred Amounts deferred prior to the date of the Change of
Control subject to the terms and conditions set forth in the next sentence.
Except as otherwise permitted by the Committee, within ninety (90) days prior to
the Change of Control each Participant shall irrevocably elect either to:

     (1)  receive all Deferred Amounts and Corresponding Employer Matches in
a lump sum within ten (10) business days following the Change of Control
("Alternative One"); or

     (2)  receive each Deferred Amount and Corresponding Employer Matches in
a lump sum(s) as such amounts become due within ten (10) business days following
the end of each of the Restricted Periods applicable to such Deferred Amounts
and Corresponding Employer Matches ("Alternative Two") (collectively the
"Alternatives").

The Fair Market Value of each of the Stock Units comprising the lump sum(s) of
the Deferred Amounts and Corresponding Employer Matches referenced in each of
the two preceding Alternatives shall be the Fair Market Value of such Stock
Units on the last business day immediately preceding the Change of Control. Any
unpaid amounts due a Participant electing Alternative Two shall accrue interest
monthly at the Prime Rate.

Section 11.  General Provisions.

All certificates for Stock Units delivered under the Plan shall be subject to
such stock transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Commission,
any stock exchange upon which the Stock is listed, and any applicable federal or
state securities law, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

Section 12.  Effective Date of Plan.

The Plan shall be effective as of May 10, 2001.