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                                                                   Exhibit 10.43



                   AMERUS GROUP CO. 2003 STOCK INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.

      The name of this Plan is the AmerUs Group Co. 2003 Stock Incentive Plan.
The purpose of the Plan is to enable AmerUs Group Co., its Subsidiaries and
Affiliates to attract and retain individuals who contribute to the Company's
success by their ability, ingenuity and industry, and to enable such individuals
to participate in the long-term success and growth of the Company through an
equity interest in the Company.

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

      a. "Affiliate" means any Person that, directly or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control
with the Person specified.

      b. "Award" means a Stock Appreciation Right, Restricted Stock Award, Stock
Option or Cash Incentive Unit, or any combination of the foregoing, granted in
accordance with the terms of the Plan.

      c. "Board" means the Board of Directors of the Company.

      d. "Cash Incentive Unit" means units awarded pursuant to Section 7A below.

      e. "Cause" means the willful and continued failure to substantially
perform the duties with the Company (other than a failure resulting from the
Participant's Disability), the willful engaging in conduct which is demonstrably
injurious to the Company or any Subsidiary or Affiliate, monetarily or
otherwise, including any act of dishonesty, commission of a felony, or a
significant violation of any statutory or common law duty of loyalty to the
Company.

      f. "Change of Control" shall mean any of the following events: (a) any
"Person" (as such term is defined in Rule 13d-5 under the Exchange Act (as
defined below) 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


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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.

      g. "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto.

      h. "Committee" means the Human Resources and Compensation Committee of the
Board. If at any time there is no Committee, then the functions of the Committee
specified in the Plan shall be exercised by the Board. Notwithstanding the
immediately preceding two sentences, the Committee shall at all times (1) have
no fewer than two (2) members and (2) consist solely of Non-Employee Directors.

      i. "Commission" means the Securities and Exchange Commission.

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

      k. "Consultant" means any person, including an advisor, engaged by the
Company or a Subsidiary or Affiliate to render services to such entity or any
person who is an advisor, director or consultant of an Affiliate.

      l. "Director" means a member of the Board.

      m. "Disability" means total and permanent disability as determined under
the Company's long term disability program.

      n. "Early Retirement" means retirement from active employment with the
Company, any Subsidiary, and any Affiliate under the terms of the All*AmerUs
Savings & Retirement Plan adopted by the Company.

      o. "Employee" means a regular employee of the Company, any Subsidiary or
any Affiliate, including officers and Directors, who is treated as a full time
employee in the personnel records of the Company, its Subsidiary or its
Affiliate for the relevant period, but shall exclude individuals who are
classified by the Company, its Subsidiary or its Affiliate as (A) leased from or
otherwise employed by a third party; (B) independent contractors; or (C)
intermittent or temporary, even if any such classification is changed
retroactively as a result of an audit, litigation or otherwise. An individual
shall not cease to be an Employee in the case of (i) any leave of absence
approved by the Company, its Subsidiary or its Affiliate or (ii) transfers
between locations of the Company or between the Company, its Subsidiary or its
Affiliate or (iii) transfers between locations of the Company or between the
Company, any Subsidiary, or any successor. Neither service as a Director nor
payment of a director's fee by the Company shall be sufficient to constitute
"employment" by the Company.
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      p. "Exchange Act" means the Securities and Exchange Act of 1934, as
amended, and any successor thereto.

      q. "Fair Market Value" means, as of any date, the closing price of the
Stock as of such date (or if no sales were reported on such date, the closing
price on the last preceding day a sale was made) as quoted on the stock exchange
or a national market system, with the highest trading volume.

      r. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code and the requirements promulgated thereunder.

      s. "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.

      t. "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

      u. "Normal Retirement" means retirement from active employment with the
Company, any Subsidiary, and any Affiliate as this term is defined in the
All*AmerUs Savings & Retirement Plan adopted by the Company.

      v. "Optionee" means a Participant who receives a Stock Option.

      w. "Option Period" means, with respect to any Stock Option, the time
during which an Optionee may exercise such Stock Option.

      x. "Participant" means an Employee, Director or Consultant of the Company
or of any Subsidiary or Affiliate of the Company.

      y. "Performance Period" means the period over which applicable performance
is to be measured.

      z. "Person" means any natural person, corporation, general partnership,
limited partnership, limited liability company, proprietorship, trust, union,
association, court, tribunal, agency, government, department, commission,
self-regulatory organization, arbitrator, board, bureau, instrumentality, or
other entity, enterprise, authority, or business organization.

      aa. "Plan" means this Stock Incentive Plan.

      bb. "Restricted Stock" means any grant of Stock, with such Stock being
subject to restrictions under Section 7 below.

      cc. "Restricted Stock Unit" means the grant of a right to receive shares
of Stock or Restricted Stock in the future, with such right being subject to
restrictions under Section 7 below.

      dd. "Restricted Stock Award" means an Award of Restricted Stock or
Restricted Stock Units.

      ee. "Retirement" means Normal or Early Retirement as those terms are
defined in the All*AmerUs Savings & Retirement Plan adopted by the Company.
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      ff. "Stock" means the Common Stock of the Company.

      gg. "Stock Appreciation Right" means (i) a right granted under Section 6
below, to surrender to the Company all or a portion of a Non-Qualified or
Incentive Stock Option in exchange for an amount in cash or shares of Stock
equal to the difference between (a) the Fair Market Value, as of the date such
Stock Option or such portion thereof is surrendered, of the shares of Stock
covered by such Stock Option, or such portion thereof, and (b) the aggregate
exercise price of such Stock Option, or such portion thereof, or (ii) a right
granted under Section 6 which is not in conjunction with a stock option to
receive a cash payment equal in value to the appreciation on a designated number
of shares of stock between the aggregate price of the Stock Appreciation Right
(or such portion thereof) set by the Committee, which shall not be less than the
Fair Market Value on the date on which the Stock Appreciation Right was granted
and the Fair Market Value on the date on which the Participant exercises the
Stock Appreciation Right.

      hh. "Stock Option" means any option to purchase shares of Stock granted
pursuant to Section 5 below.

      ii. "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 of stock in one
of the other corporations in the chain.

      jj. "Ten Percent Shareholder" means a person who owns (after taking into
account the attribution rules of Code Section 424(d)) more than ten percent
(10%) of the total combined voting power of all classes of stock of the company.

SECTION 2. ADMINISTRATION.

      The Plan shall be administered by the Committee.

      The Committee shall have the power and authority to grant to eligible
Participants, pursuant to the terms of the Plan: Non-Qualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards
and/or Cash Incentive Units.

      In particular, the Committee shall have the authority:

      a. To select Participants to whom Non-Qualified or Incentive Stock
Options, Stock Appreciation Rights, Restricted Stock Awards, Cash Incentive
Units or a combination of the foregoing from time to time will be granted
hereunder, including aggregating any combination of the foregoing into one
Award;

      b. To determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards
or Cash Incentive Units or a combination of the foregoing, are to be granted
hereunder;

      c. To determine the number of shares of Stock or Stock Appreciation Rights
to be covered by each such Award granted hereunder;

      d. To determine the terms and conditions, not inconsistent with the terms
of the Plan, of any Award granted hereunder;


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      e. To construe and interpret the terms of the Plan and Awards granted
pursuant to the Plan;

      f. To adopt rules and procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures.

      g. To prescribe, amend and rescind rules and regulations relating to the
Plan;

      h. To modify or amend each Award in a manner not inconsistent with the
Plan, including the discretionary authority to extend the post-termination
exercisability period of Stock Options or Stock Appreciation Rights longer than
is otherwise provided for in the Plan, provided, however, that any such
amendment is subject to Section 5 (c) of the Plan and may not impair any
outstanding Award unless agreed to in writing by the Participant;

      i. To authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Award previously granted by the
Administrator;

      j. To make all other determinations deemed necessary or advisable for
administering the Plan and any Award granted hereunder;

      k. The Committee shall have the authority 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 the
Participants.

      Notwithstanding anything contained in the Plan to the contrary, the
Committee shall not: (i) grant any Stock Option or Stock Appreciation Right with
an exercise price less than the Fair Market Value on the date of the grant of
such Award; (ii) subject to Section 3 of the Plan, change the exercise price of
any Stock Option or Stock Appreciation Right or permit the exchange of Stock
Options issued under the Plan or any other Company plan for a lesser number of
new Stock Options to be granted under the Plan having a lesser exercise price;
or (iii) amend an award in a manner inconsistent with the Plan.

SECTION 3. STOCK SUBJECT TO PLAN; LIMITATIONS.

      The total number of shares of Stock reserved and available for
distribution under the Plan shall be 1,500,000 (subject to appropriate
adjustments to reflect changes in capitalization of the Company). Such shares
may consist, in whole or in part, of authorized and unissued shares or treasury
shares. If any shares of Stock that have been optioned cease to be subject to
option, or if any shares subject to a Restricted Stock Award granted hereunder
are forfeited or such Award otherwise terminates, such shares shall again be
available for distribution in connection with future Awards under the Plan.

      The maximum total number of shares subject to Awards which may be granted
under the Plan in any one year will be 1,000,000, and the maximum number of
shares subject to Awards which may be granted under the Plan to any individual
in any one year is 250,000 (in both cases, subject to appropriate adjustments to
reflect changes in capitalization of the Company).


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      In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in the corporate structure
affecting the Stock, a corresponding substitution or adjustment to the extent
appropriate to reflect the merger, consolidation, recapitalization, stock
dividend or other change shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of the
shares subject to outstanding Stock Options granted under the Plan, in the
number and price of any Stock Appreciation Right granted under the plan ,in the
number of shares subject to Restricted Stock Awards granted under the Plan, in
any performance goals and value of any Cash Incentive Units granted under the
Plan, all as may be determined by the Committee, provided that the number of
shares subject to any Awards shall always be a whole number. Such adjusted
option price shall also be used to determine the amount payable by the Company
upon the exercise of any Stock Appreciation Rights associated with any Stock
Option.

SECTION 4. ELIGIBILITY.

      Participants who are responsible for or contribute to the management,
growth and/or profitability of the business of the Company, its Subsidiaries, or
its Affiliates are eligible to be granted Stock Options, Stock Appreciation
Rights, Restricted Stock Awards or Cash Incentive Units. The Awards and
Participants under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible, and the Committee
shall determine, in its sole discretion, the number of shares covered by each
Award or grant.

SECTION 5. STOCK OPTIONS.

      Stock Options may be granted either alone or in addition to other Awards
granted under the Plan. Any Stock Option granted under the Plan shall be in such
form as the Committee may from time to time approve, and the provisions of Stock
Option Awards need not be the same with respect to each Optionee.

      The Stock Options granted under the Plan may be of two types: Incentive
Stock Options and Non-Qualified Stock Options.

      The Committee shall have the authority to grant any Optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in
each case with or without Stock Appreciation Rights). To the extent that any
Stock Option does not qualify as an Incentive Stock Option, it shall constitute
a separate Non-Qualified Stock Option.

      Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify either the Plan or any Incentive Stock Option under Section 422
of the Code. Notwithstanding the foregoing, in the event an Optionee voluntarily
disqualifies an option as an Incentive Stock Option within the meaning of
Section 422 of the Code, the Committee may, but shall not be obligated to, make
such additional grants, Awards or bonuses as the Committee shall deem
appropriate, to reflect the tax savings to the Company which result from such
disqualification.

      Stock Options 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 terms of the Plan, as the Committee shall deem desirable:
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      a. Stock Option Price. The option price per share of Stock purchasable
under a Stock Option shall be determined by the Committee at the time of grant,
but shall not be less than the Fair Market Value of the Stock on the date of
grant of the Stock Option; provided, however, if the Option is an Incentive
Stock Option granted to a Ten Percent Shareholder, the option price per each
share of stock subject to such Incentive Stock Option shall be no less than one
hundred ten percent (110%) of the Fair Market Value of a share of Stock on the
date such Incentive Stock Option is granted.

      b. Stock Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten (10) years
after the date such Stock Option is issued.

      c. Exercisability. Subject to paragraph (g) of this Section 5 with respect
to Incentive Stock Options, Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at the time of the grant; provided, however, that, notwithstanding
anything in the Plan to the contrary, except pursuant to Section 5(h) of the
Plan and in connection with a Change of Control, no Stock Option shall be
exercisable prior to the first anniversary date of the granting of the option.

      d. Method of Exercise. Stock Options which are then exercisable may be
exercised in whole or in part at any time during the Option Period by Optionee,
the legal representative of the Optionee, or the legatee under the Optionee's
will through the giving of written notice of exercise to the Company specifying
the number of shares to be purchased, accompanied by payment in full of the
purchase price, in cash, by check or such other instrument as may be acceptable
to the Committee; provided, however, the Committee shall accept no form of
payment that would violate applicable law. As determined by the Committee, in
its sole discretion, at or after grant, payment in full or in part may also be
made in the form of unrestricted Stock already owned by the Optionee, Restricted
Stock or with the value of a Non-Qualified Stock Option equal to the difference
between the Fair Market Value on the date of payment and the exercise price of
such Non-Qualified Stock Option (based, in each case, on the Fair Market Value
of the Stock on the date the option is exercised, as determined by the
Committee). If payment of the option exercise price of a Non-Qualified Stock
Option is made in whole or in part in the form of Restricted Stock Award, the
shares received upon the exercise of such Stock Option shall be restricted in
accordance with the original term of the Restricted Stock Award in question,
except that the Committee may direct that such shall apply only to the number of
such shares equal to the number of shares of Restricted Stock surrendered upon
the exercise of such option. No shares of unrestricted Stock shall be issued
until full payment thereof has been made. An Optionee shall have the rights to
dividends or other rights of a stockholder with respect to shares subject to the
option when the Optionee has given written notice of exercise and has paid in
full for such shares.

      e. Non-Transferability of Stock Options. Except as otherwise set forth in
the Section 5(e), no Stock Option shall be transferable by the Optionee
otherwise than by will or by the laws of descent and distribution, and all Stock
Options shall be exercisable, during the Optionee's lifetime, only by the
Optionee. The Committee shall have the discretionary authority, however, to
grant Non-Qualified Stock Options which would be transferable to members of an
Optionee'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 options would require registration
with the Securities and Exchange Commission under a form other than Form S-8. A
transferred Stock Option may be exercised by the transferee only to the extent
that the Optionee would have been able to exercise such Stock Option had the
option not been transferred.
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      f. Termination of Employment for Cause. Unless otherwise determined by the
Committee at grant, if an Optionee's employment with the Company, any
Subsidiary, or any Affiliate is terminated for Cause, all of such Optionee's
unvested Stock Options shall terminate immediately at the date of the
termination of employment.

      g. Limit on Value of Incentive Stock Option First Exercisable Annually.
The aggregate Fair Market Value (determined at the time of grant) of the Stock
for which "incentive stock options" within the meaning of Section 422 of the
Code are exercisable for the first time by an Optionee during any calendar year
under the Plan (and/or any other stock option plans of the Company, any
Subsidiary and any Affiliate) shall not exceed $100,000.

      h. Termination of Employment. All of the terms relating to the exercise,
cancellation or other disposition of a Stock Option upon a termination of
employment with or service to the Company or a Subsidiary or Affiliate of the
Optionee, whether by reason of Disability, Retirement, death, or other
termination shall be determined by the Committee. Such determination shall be
made at the time of the grant of such Stock Option and shall be specified in the
written agreement evidencing such Stock Option.

      i. Vesting. The Committee shall determine the vesting period applicable to
any Stock Option Award; provided, however, that no Stock Option shall vest prior
to the first anniversary of the Award grant, except to the extent the Stock
Option becomes exercisable under the proviso to Section 5 (c).

SECTION 6. STOCK APPRECIATION RIGHTS.

      a. Stock Appreciation Right Price. The Stock Appreciation Right price per
share of Stock shall be determined by the Committee at the time of grant, but
shall not be less than the Fair Market Value of the Stock on the date of grant
of the Stock Appreciation Right.

      b. Grant and Exercise. Stock Appreciation Rights may or may not be granted
in conjunction with all or part of any Stock Option granted under the Plan. In
the case of a Non-Qualified Stock Option, such rights may be granted either at
or after the time of the grant of such Non-Qualified Stock Options. In the case
of an Incentive Stock Option, such rights may be granted only at the time of
grant of such Incentive Stock Options. A Stock Appreciation Right or applicable
portion thereof granted with respect to a given Stock Option shall terminate and
no longer be exercisable upon the termination or exercise of the related Stock
Option, except that, unless otherwise provided by the Committee at the time of
grant, a Stock Appreciation Right granted with respect to less than the full
number of shares covered by a related Stock Option shall only be reduced if and
to the extent that the number of shares covered by the exercise or termination
of the related Stock Option exceeds the number of shares not covered by the
Stock Appreciation Right.

      A Stock Appreciation Right granted in conjunction with all or part of any
Stock Option may be exercised by an Optionee, in accordance with paragraph (b)
of this Section 6, by surrendering the applicable portion of the related Stock
Option. Upon such exercise and surrender, the Optionee shall be entitled to
receive an amount determined in the manner prescribed in paragraph (b) of this
Section 6. Stock Options which have been so surrendered, in whole or in part,
shall no longer be exercisable to the extent the related Stock Appreciation
rights have been exercised.

      c. Terms and Conditions. Stock Appreciation Rights shall be subject to the
terms and conditions, not inconsistent with the provisions of the Plan, as shall
be determined from time to time by the Committee, including the following:

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          1. If granted in conjunction with a Stock Option, Stock Appreciation
      Rights shall be exercised only at such time or times and to the extent
      that the Stock Options to which they relate shall be exercisable in
      accordance with the provisions of Section 5 and this Section 6 of the
      Plan.

          2. Subject to the term limit in paragraph (b) of Section 5 of the
      Plan, Stock Appreciation Rights not granted in conjunction with Stock
      Options shall be exercisable at such time or times and subject to such
      terms and conditions as shall be determined by the Committee at the time
      of grant; provided, however, that notwithstanding anything contained in
      the Plan to the contrary, except pursuant to Section 6 (c) (8) of the Plan
      and in connection with any Change of Control, no Stock Appreciation Right
      shall be exercisable prior to first anniversary date of the granting of
      the Stock Appreciation Right.

          3. Upon exercise of a Stock Appreciation Right, an Optionee shall be
      entitled to receive up to, but not more than, an amount in cash or shares
      of Stock equal in value to the excess of the Fair Market Value of one
      share of Stock over the option price per share specified in the related
      Stock Option agreement (or the exercise price stated in the Stock
      Appreciation Right agreement for Stock Appreciation Rights not granted in
      conjunction with Stock Options) multiplied by the number of shares in
      respect of which the Stock Appreciation Right shall have been exercised,
      with the Committee having the right to determine the form of payment;
      provided, however, the Committee shall accept no form of payment that
      would violate applicable law.

          4. Stock Appreciation Rights whether or not granted in conjunction
      with a Stock Option shall be transferable only when and to the extent that
      a Stock Option would be transferable under paragraph (e) of Section 5 of
      the Plan.

          5. Upon the grant of a Stock Appreciation Right granted in conjunction
      with a Stock Option, the Stock Option or part thereof to which such Stock
      Appreciation Right is related shall be deemed to have been granted for the
      purpose of the limitation set forth in Section 3 of the Plan on the
      maximum number of shares subject to Awards which may be granted under the
      Plan in any one year and the maximum number of shares subject to Awards
      which may be granted to any one individual in any one year, but shall not
      be deemed to have been issued for purposes of the limitation set forth in
      Section 3 of the Plan on the total number of shares of Stock to be issued
      under the Plan to the extent the Optionee received cash to satisfy the
      Stock Appreciation Right.

          6. A Stock Appreciation Right granted in connection with an Incentive
      Stock Option may be exercised only if and when the market price of the
      Stock subject to the Incentive Stock Option exceeds the exercise price of
      such Stock Option.

          7. Stock Appreciation Rights not granted in conjunction with Stock
      Options shall be deemed to have been granted for purposes of the
      limitations set forth in Section 3 of the Plan on the total number of
      shares of stock subject to Awards which may be granted under the Plan in
      any one year and the maximum number of shares of stock subject to Awards
      which may be granted under the Plan to any individual in any one year and
      shall also be deemed to have been issued for purposes of the limitations
      set forth in Section 3 of the Plan on the total number of shares of stock
      to be issued under the Plan.
<PAGE>

          8. All of the terms relating to the exercise, cancellation or other
      disposition of a Stock Appreciation Right upon a termination of employment
      with, or service to, the Company or a Subsidiary or an Affiliate of the
      Participant receiving the Stock Appreciation Right, whether by reason of
      Disability, Retirement, death, or other termination shall be determined by
      the Committee. Such determination shall be made at the time of the grant
      of such Stock Appreciation Right and shall be specified in the written
      agreement evidencing such Stock Appreciation Right, unless otherwise
      determined by the Committee at the time of the grant. If the employment of
      a Participant receiving the Stock Appreciation Right is terminated for
      Cause, and such Stock Appreciation right is unvested, the Stock
      Appreciation Right shall terminate immediately as of the date of the
      termination of employment.

          9. Vesting. The Committee shall determine the vesting period
      applicable to any Stock Appreciation Right Award; provided, however, that
      no Stock Appreciation Right Award shall vest prior to the first
      anniversary of the Award grant, except to the extent the Stock
      Appreciation Right becomes exercisable under the proviso to Section 6 (c)
      (2).

SECTION 7. RESTRICTED STOCK.

      a. Administration. Shares of Restricted Stock or Restricted Stock Units
may be issued alone or in addition to Awards granted under the Plan. The
Committee shall determine the Participants to whom, and the time or times at
which, Restricted Stock Awards will be made, the number of shares or units to be
awarded, the price, if any, to be paid by the recipient of Restricted Stock
Awards (subject to Sections 7(b) and (c) hereof), the time or times within which
such Awards may be subject to forfeiture, and all other conditions of the
Awards. The Committee may also condition the grant of a Restricted Stock Award
upon the attainment of specified performance goals, or such other criteria as
the Committee may determine, in its sole discretion. The provisions of the
Restricted Stock Awards need not be the same with respect to each recipient.
Notwithstanding anything contained in the Plan to the contrary and except
pursuant to Section 7 (b) (4) hereof or in connection with a Change of Control,
no Restriction Period (as defined below) shall be less than one year.

      b. Awards and Certificates. The prospective Participants of a Restricted
Stock Award shall not have any rights with respect to such Award, unless and
until such recipient has executed an agreement evidencing the Award (a
"Restricted Stock Award Agreement") and has delivered a fully executed copy
thereof to the Company, and has otherwise complied with the then applicable
terms and conditions.

          1. Restricted Stock Awards must be accepted within a period of sixty
      (60) days (or such shorter period as the Committee may specify) after the
      Award date by executing a Restricted Stock Award Agreement and paying
      whatever price, if any, is required.

          2. A stock certificate in respect of shares of Restricted Stock shall
      be issued in the name of each Participant who is awarded Restricted Stock.
      Such certificate shall be registered in the name of the Participant, and
      shall bear an appropriate legend referring to the terms, conditions, and
      restrictions applicable to such Award, substantially in the following
      form:

                 "The transferability of this certificate and the shares of
                stock represented hereby are subject to the terms and conditions
                (including forfeiture) of the AmerUs Group Co. Stock Incentive
                Plan and a Restricted Stock Award Agreement entered into between
                the

<PAGE>

                registered owner and the Company. Copies of such Plan and
                Agreement are on file on in the offices of the Company, (699
                Walnut St, Des Moines, Iowa 50309)."

          3. The Committee shall require that the stock certificates evidencing
      such shares of Restricted Stock be held in custody by the Company until
      the restrictions thereon have lapsed, and that, as a condition of any
      Award of Restricted Stock, the Participant shall have delivered a stock
      power, endorsed in blank, relating to the Stock covered by such Award.

          4. All of the terms relating to the satisfaction of specified
      performance goals and the termination of any period designated by the
      Committee during which the Stock or units subject to the Restricted Stock
      Award may not be sold, transferred, pledged or assigned, or any
      cancellation or forfeiture of such Restricted Stock Award upon a
      termination of employment with or service to the Company or any Subsidiary
      or any Affiliate of the holder of such Restricted Stock Award, whether by
      reason of Disability, retirement, death or other termination shall be set
      forth in the written agreement relating to such Restricted Stock Award.
      Unless otherwise determined by the Committee at grant, if a holder's
      employment with the Company, any Subsidiary, or any Affiliate terminates
      or is involuntarily terminated with Cause, the portion of the Restricted
      Stock Award which is subject to a Restriction Period on the effective date
      of such holders' termination of employment or service shall be forfeited
      by such holder and such portions shall be canceled by the Company.

      c. Restrictions and Conditions. Any Restricted Stock Award pursuant to
this Section 7 shall be subject to the following restrictions and conditions:

          1. Subject to the provisions of the Plan and the Restricted Stock
      Award Agreements, during such period as may be set by the Committee
      commencing on the grant date (the "Restriction Period"), the Participant
      shall not be permitted to sell, transfer, pledge or assign Restricted
      Stock or Restricted Stock Units awarded under the Plan. Subject to the
      limitation contained in the last sentence of Section 7(a) of the Plan, the
      Committee may, in its sole discretion, provide for the lapse of such
      restrictions in installments and may accelerate or waive such restrictions
      in whole or in part based on performance and/or such factors as the
      Committee may determine, in its sole discretion.

          2. Except as provided in paragraph c (1) of this Section 7, the
      Participant shall have, with respect to the shares of Restricted Stock,
      all of the rights of a stockholder of the Company, including the right to
      vote and receive any dividends, and with respect to Restricted Stock
      Units, a Participant shall have no right to vote or receive dividends
      until such time as the shares of Stock attributable to such Restricted
      Stock Unit have been issued. Dividends paid in Stock or other securities
      of the Company or Stock received in connection with a stock split with
      respect to Restricted Stock Awards shall be subject to the same
      restrictions as on such Restricted Stock or Restricted Stock Unit, as the
      case may be. Certificates for shares of unrestricted Stock shall be
      delivered to the Participant promptly after, and only after, the period of
      forfeiture shall expire without forfeiture in respect to any Restricted
      Stock Award.

      d. Limitation on Restricted Stock Awards. Notwithstanding anything in the
Plan to the contrary, the maximum number of shares of Restricted Stock or
Restricted Stock Units issuable under this plan shall be 225,000 shares of
Stock; provided, however, that if any Restricted Stock is issued at the
termination of a Restricted Stock Unit's Restriction Period, such Restricted
Stock shall not be counted against such maximum to the extent the grant of the
original Restricted Stock Unit was counted against such maximum.
<PAGE>

SECTION 7A. CASH INCENTIVE UNITS

      a. Cash Incentive Units may be issued alone or in addition to Awards
granted under the Plan. The Committee shall determine the Participants to whom
Cash Incentive Units shall be granted and the number of Cash Incentive Units to
be the subject of each Award. Subject to the terms of this Section 7A, the Award
of Cash Incentive Units under the Plan entitles the Participant to receive value
for the units at the end of a Performance Period to the extent provided under
the Award. The number of Cash Incentive Units earned, and value received from
them, will be contingent on the degree to which the performance goals
established at the time of grant of the Award are met.

      b. For each such Participant, the Committee will determine (a) the value
of Cash Incentive Units, which may be stated either in cash or in units
representing shares of Stock, (b) the performance goals to be used for
determining whether the Cash Incentive Units are earned, (c) the Performance
Period during which the performance goals will apply, (d) the relationship
between the level of achievement of the performance goals and the degree to
which Cash Incentive Units are earned, and (e) whether, during or after the
Performance Period, any revision to the performance goals or Performance Period
should be made to reflect significant events or changes that occur during the
Performance Period

      c. Settlement of Cash Incentive Units shall be subject to the following:

         1. The Committee will compare the actual performance to the performance
goals established for the Performance Period and determine the number of Cash
Incentive Units as to which settlement is to be made, and the value of such Cash
Incentive Units; and

         2. Settlement of Cash Incentive Units earned shall be wholly in cash to
be distributed in a lump sum or installments, as determined by the Committee, in
its sole discretion.

      d. Except as otherwise determined by the Committee, any Award of Cash
Incentive Units which is not earned by the end of the Performance Period shall
be forfeited. If a Participant's employment with or service to the Company, any
Subsidiary, or any Affiliate is terminated during a Performance Period, the
Committee may determine that the Participant will be entitled to settlement of
all or any portion or none of the Cash Incentive Units as to which he or she
would otherwise be eligible, and may accelerate the determination of the value
and settlement of such Cash Incentive Units or make such other adjustments as
the Committee, in its sole discretion, deems desirable.

SECTION 8. AMENDMENTS AND TERMINATION.

      Subject to the next sentence, the Board may amend, alter or discontinue
the Plan, but no amendment, alteration or discontinuation shall be made which
would impair the right of an Optionee or Participant under a Stock Option, Stock
Appreciation Right, Restricted Stock Award or Cash Incentive Unit theretofore
granted, without the Optionee's or Participant's consent. The Board may not
materially alter or amend the Plan without the prior approval of the
stockholders. Material amendments shall include without limitation any
alteration or amendment that would:

      a. Except as expressly provided in this Plan, increase the total number of
shares reserved for the purpose of the Plan;


<PAGE>

      b. Decrease the price of any Stock Option or Stock Appreciation Right to
less than the Fair Market Value on the date of the granting of the Stock Option
or Stock Appreciation Right;

      c. Change the class of persons who may be Participants eligible to
participate in the Plan;

      d. Extend the maximum Stock Option Term under paragraph (b) of Section 5
of the Plan, or

      e. Change the vesting period for a Stock Option or Stock Appreciation
Right or a Restriction Period to a period of less than one year or render a
Stock Option or Stock Appreciation Right exercisable prior to the first
anniversary of such award.

      The Committee may in a manner not inconsistent with this Plan, amend the
terms of any Award or option theretofore granted, prospectively or
retroactively, but no amendment shall impair the rights of any holder without
his 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 or Optionee by the Company, nothing set forth herein shall give any
such Participant or Optionee 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 to deliver Stock or payments in lieu thereof 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. GENERAL PROVISIONS.

      All certificates for shares of Stock 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 11. EFFECTIVE DATE OF PLAN.

      The Plan shall be effective on the date that it is approved by a majority
vote of the holders of the Company's voting common stock.

SECTION 12. TERM OF PLAN.

      No Stock Option, Stock Appreciation Right, Restricted Stock Award or Cash
Incentive Unit shall be granted pursuant to the Plan on or after the tenth
anniversary of the date of stockholder approval, but Awards previously granted
may extend beyond that point.