exv4w3



 







EXHIBIT 4.3




Form
of Global Note



     Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.



     THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.



AMERUS GROUP CO.




5.95% SENIOR NOTE DUE 2015




	 	 	 
	No. 1

	 	U.S.$300,000,000
	CUSIP NO. 03072M AG 3
	 	 






          AmerUs Group Co., a corporation duly organized and existing under the laws of the State
of Iowa (herein called the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of THREE HUNDRED MILLION DOLLARS (U.S.$300,000,000) on August 15, 2015,
and to pay interest thereon from August 5, 2005 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on August 15 and February 15 in
each year, commencing February 15, 2006, at the rate of 5.95% per annum, until the principal
hereof is paid or made available for payment, from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be payable on demand. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be August 1 or February 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid or duly



 









 




provided for will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.




          Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Trustee at 2 N. LaSalle Street, Suite 1020, Chicago, IL 60602, in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment
of interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Register.



          The indebtedness evidenced by this Security is, to the extent provided in the Indenture, equal
in right of payment with all other unsecured and unsubordinated indebtedness of the Company, and
this Security is issued subject to the provisions of the Indenture, as supplemented by an Officers’
Certificate, dated as of August 5, 2005 (the “Officers’ Certificate”). Each Holder of this
Security, by accepting the same, agrees to and shall be bound by such provisions, and authorizes
and directs the Trustee on his or her behalf to be bound by such provisions. Each Holder hereof,
by his or her acceptance hereof, hereby waives all notice of the acceptance of the provisions
contained herein and in the Indenture and the Officers’ Certificate by each Holder of unsecured and
unsubordinated indebtedness of the Company, whether now outstanding or hereafter incurred, and
waives reliance by each such Holder or creditor upon said provisions.



          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



 









 





          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



	 	 	 	 	 
	 	 	AMERUS GROUP CO.
	 
	 	 	 	 
	Dated: August ___, 2005

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






CERTIFICATE OF AUTHENTICATION




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST

COMPANY, N.A.,

As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



 









 






	 	 	 	 	 



[FORM OF REVERSE]





          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
August 5, 2005 (herein called the “Indenture”, which term shall have the meaning assigned to it in
such instrument), between the Company and The Bank of New York Trust Company, N.A., as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof, limited in aggregate
principal amount to $300,000,000.



          The Securities of this series are subject to redemption upon not less than 30 days’ and not
more than 60 days notice by mail, as a whole or in part, at the election of the Company, at a
redemption price equal to the greater of:



          (a) 100% of the principal amount of the Securities being redeemed, or



          (b) the sum of the present values of the remaining scheduled payments for principal and
interest on the Securities to be redeemed (not including any portion of such payments of interest
accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360—day year consisting of twelve 30—day months) at the Treasury Rate, plus 25 basis
points, as calculated by an Independent Investment Banker;


plus, in either of the above cases, accrued and unpaid interest on the Securities to be redeemed
to, but not including, the Redemption Date.




          If the Company has given notice as provided in the Indenture and made funds available for the
redemption of any Securities called for redemption on the Redemption Date referred to in that
notice, those Securities will cease to bear interest on that Redemption Date. Any interest accrued
to the date fixed for redemption will be paid as specified in such notice.



          If the Company chooses to redeem less than all of the Securities, it will notify the Trustee,
at least 60 days before giving notice of redemption, or such shorter period as is satisfactory to
the Trustee, of the aggregate principal amount of the Securities to be redeemed and the applicable
Redemption Date. The Trustee will select by lot, in such manner as it shall deem appropriate and
fair, the Securities to be redeemed in part.



          As used herein:



          “Comparable Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the



 









 




remaining term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Securities.




          “Comparable Treasury Price” means with respect to any Redemption Date for the Securities the
average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest of such Reference Treasury Dealer Quotations, or if the Trustee obtains fewer
than five such Reference Treasury Dealer Quotations, the average of all such quotations.



          “Independent Investment Banker” means an independent investment banking institution of
national standing appointed by the Company that is acceptable to the Trustee.



          “Reference Treasury Dealer” means each of Goldman, Sachs & Co., J.P. Morgan Securities Inc.
and three other primary U.S. government securities dealers (each a “Primary Treasury Dealer”), as
specified by the Company; provided that if any of Goldman, Sachs & Co., J.P. Morgan Securities Inc.
or any Primary Treasury Dealer as specified by the Company shall cease to be a Primary Treasury
Dealer, the Company will substitute therefore another Primary Treasury Dealer and if the Company
fails to select a substitute within a reasonable period of time, then the substitute will be a
Primary Treasury Dealer selected by the Trustee after consultation with the Company



          “Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding such Redemption Date.



          “Treasury Rate” means the rate per year equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date. The Treasury Rate shall be calculated on the third business day preceding the
Redemption Date.



          The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth in the Indenture.



          If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of and accrued interest, if any, on all the Securities of this series may
be declared due and payable in the manner and with the effect provided in the Indenture.



 









 





          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.



          As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.



          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place where the principal of
and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.



 









 





          The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and any integral multiple of $1,000. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.



          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



          All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



          THE INDENTURE AND THE OFFICERS’ CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.