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                                                                 EXHIBIT 10.12


                              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


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          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

          (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.

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(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.

(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.


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(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 addition, the Committee shall have the power to take all actions that it
determines, in its sole and absolute discretion, are necessary or appropriate to
carry out the provisions of the Plan, including, but not limited to, the
following powers and duties:

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


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     (b)  To determine the percentage to be used for determining the Employer
          Match and the Re-Deferred Amount Match to be granted with respect to
          Stock Units granted under the Plan and to notify Participants of the
          same;

     (c)  To construe and interpret the provisions of the Plan (and any
          agreements relating thereto) and to make, alter, or repeal rules and
          regulations under the Plan to the extent deemed advisable from time to
          time by the Committee;

     (d)  To determine and decide all questions as to eligibility for
          participation and benefits under the Plan and as to the rights of
          Participants under the Plan, and to render and review decisions
          respecting claims for (or denials of claims for) benefits under the
          Plan;

     (e)  To determine such facts, and to obtain from any person such
          information, as shall be necessary for the proper administration of
          the Plan;

     (f)  To construe any uncertain terms and to correct any defect, supply any
          omission, or reconcile any inconsistency that may appear in the Plan
          in such manner and to such extent as the Committee shall deem
          necessary or appropriate to accomplish the purposes of the Plan; and

     (g)  To do such other acts as are necessary or appropriate to administer
          the Plan in accordance with its provisions or as may be provided for
          or required by law.

The Committee shall have sole and absolute discretion in the exercise of all of
its powers and duties under the Plan to the maximum extent permitted by law. To
the maximum extent permitted by law, any decisions, determinations, or other
acts made with respect to the Plan by the Committee shall be final and binding
on all persons, including the Company and Participants. In the event that any
decision, determination, or other act referred to in the prior sentence is the
subject of judicial review, it is intended that the Court shall give deference
to such decision, determination, or other act to the maximum extent permitted by
law.

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


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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


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     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 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

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     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.

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


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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.


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