exv10w34



 






Exhibit 10.34




ALL*AMERUS EXCESS BENEFIT PLAN




Amended and Restated




Generally Effective January 1, 2002





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page No.
	ARTICLE 1:

	 	ESTABLISHMENT OF PLAN
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE 2:

	 	ELIGIBILITY
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE 3:

	 	BOOKKEEPING ACCOUNTS
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE 4:

	 	BENEFIT CREDITS
	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE 5:

	 	PHANTOM INVESTMENT CREDITS
	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE 6:

	 	PAYMENT OF BENEFITS
	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE 7:

	 	PARTICIPANTS’ RIGHTS
	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE 8:

	 	ADMINISTRATION
	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE 9:

	 	CLAIMS AND APPEAL PROCEDURES
	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE 10:

	 	AMENDMENT AND DISCONTINUANCE
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE 11:

	 	RESTRICTIONS ON ASSIGNMENT
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE 12:

	 	NATURE OF AGREEMENT
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE 13:

	 	CONTINUED EMPLOYMENT
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE 14:

	 	BINDING ON COMPANY, PARTICIPANTS AND THEIR SUCCESSORS
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE 15:

	 	PAYMENTS MADE BY MISTAKE
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE 16:

	 	LAWS GOVERNING
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE 17:

	 	TAXES
	 	 	8	 






 









 






All*AMERUS EXCESS BENEFIT PLAN




ARTICLE 1: ESTABLISHMENT OF PLAN




     Effective January 1, 1996, American Mutual Life Insurance Company (“AMLI”) established the
All*AmerUs Excess Benefit Plan (the “Excess Plan”). Following a corporate reorganization, AmerUs
Life Holdings, Inc. became the successor sponsor of the Excess Plan effective August 1, 1996, on
which date it succeeded AMLI as the “Company” under the Excess Plan. Pursuant to another corporate
reorganization, AmerUs Group Co. became the successor sponsor of the Excess Plan effective
September 18, 2000, on which date it succeeded AmerUs Life Holdings, Inc. as the “Company” under
the Excess Plan. The Excess Plan is hereby amended and restated effective as of January 1, 2002.



     The Excess Plan is maintained for the sole purpose of providing benefits for employees
participating in the All*AmerUs Savings & Retirement Plan (the “Savings Plan”) whose contributions
under the Savings Plan are limited by section 415 of the Internal Revenue Code of 1986 (the
“Code”). The Excess Plan is an unfunded excess benefit plan, as defined in sections 3(36) and
4(b)(5) of the Employee Retirement Income Security Act of 1974 (“ERISA”), and, therefore, exempt
from ERISA.



ARTICLE 2: ELIGIBILITY




     An employee may participate in this Excess Plan only if his annual additions to the Savings
Plan actually are limited by Code section 415 (“Participant”). A Participant must complete such
forms and make such elections as the Company’s Benefit and Pension Committee (“Committee”) may
require.



ARTICLE 3: BOOKKEEPING ACCOUNTS





	 	(1)  	A bookkeeping account shall be established for each Excess Plan Participant, to
record his interest in the Excess Plan.
	 
	 	(2)  	Each Participant’s account shall be divided into subaccounts corresponding to
subaccounts under the Savings Plan.
	 
	 	(3)  	Such other subaccounts shall be established as the Committee determines are
necessary to keep track of Participants’ interests under the Excess Plan.
	 
	 	(4)  	A Participant shall vest in a subaccount under this Excess Plan at the same
rate and in the same manner as he vests in the corresponding subaccount under the
Savings Plan.
	 
	 	(5)  	Excess Plan records shall be kept on a calendar-year basis.





ARTICLE 4: BENEFIT CREDITS




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     Each year, the following calculations shall be performed for each Participant:





	 	(a)  	His annual addition (within the meaning of Code section 415(c)(2)) shall be
calculated under the Savings Plan, with regard to all of the limitations imposed by
Code section 415.
	 
	 	(b)  	His annual addition shall be calculated under the Savings Plan without regard
to any of the limitations imposed by Code section 415.





     The difference between (b) and (a) shall be credited to the Participant’s bookkeeping account
under this Excess Plan and allocated among his subaccounts established under Article 3 above, in
accordance with generally accepted accounting principles.



ARTICLE 5: PHANTOM INVESTMENT CREDITS




     Each Participant may elect to invest, on a hypothetical basis, his bookkeeping account under
this Excess Plan in the investment options available to him under the Savings Plan without regard
to whether corresponding amounts under the Savings Plan must be invested in Company stock. A
Participant’s investment elections under this Excess Plan shall be independent of his investment
elections under the Savings Plan. A Participant’s account under this Excess Plan shall be credited
(or debited) with the investment return (including losses) it would have earned had it actually
been invested according to the Participant’s directions. The account of a Participant who fails to
make an investment election shall receive the performance it would have received had it been
invested in the default option under the Savings Plan.



ARTICLE 6: PAYMENT OF BENEFITS




     The vested balance in a Participant’s account under this Excess Plan shall be paid as soon as
administratively feasible following his termination of employment (on account of retirement,
disability, etc.) with the Company and its affiliates. The Committee shall determine in which of
the following forms the Participant’s benefits shall be paid:




	 	(a)  	A single cash sum;
	 
	 	(b)  	Periodic installments paid monthly, quarterly, or annually over a period
designated by the Committee;
	 
	 	(c)  	Periodic installments paid monthly, quarterly, or annually in a dollar amount
specified by the Committee;
	 
	 	(d)  	A joint and 50% survivor annuity for the lives of the Participant and spouse,
which is purchased from a life insurance company with the proceeds of the Participant’s
bookkeeping account; or




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	 	(e)  	An annuity for the Participant’s life, which is purchased from a life insurance
company with the proceeds of the Participant’s bookkeeping account.





     Installment payments under paragraph (b) or (c) shall not be made over a period exceeding the
Participant’s life expectancy.



     An annuity described in paragraph (d) or (e) shall be purchased from an insurance company
designated in writing by the Participant. The purchase of an annuity under this Article shall
discharge the Excess Plan, the Company, and the Committee from all obligations to the Participant.



     In the event the Participant dies before his vested account balance is exhausted, the balance
shall be paid to his beneficiary (as determined in accordance with the terms of the Savings Plan)
in a single sum as soon as administratively feasible.



     All amounts not vested in accordance with the terms of the Excess Plan shall be forfeited upon
the Participant’s termination of employment with the Company.



ARTICLE 7: PARTICIPANT’S RIGHTS




     This Excess Plan is unfunded for purposes of the Internal Revenue Code and ERISA.
Accordingly, no Participant or beneficiary shall have any title to or beneficial ownership in any
assets of the Company.



     All benefits payable under this Excess Plan (including those derived from Participant’s
deferrals) shall be general, unsecured obligations of the Company to be paid by the Company from
its own funds, and such payments shall not (a) impose any obligation upon the trust fund under the
Savings Plan; (b) be paid from the trust fund under the Savings Plan; or (c) have any effect
whatsoever upon the Savings Plan or the payment of benefits from the trust fund under the Savings
Plan.



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ARTICLE 8: ADMINISTRATION




     This Excess Plan shall be administered by the Committee, which shall administer it as an
unfunded plan which is not intended to meet the qualification requirements of section 401 of the
Code. The Committee shall have discretionary authority to interpret and administer this Excess
Plan, and to issue rules and regulations for its governance. No member of the Committee shall be
liable to any person for any action taken or omitted in connection with the interpretation or
administration of this Excess Plan. A Committee member shall not participate in any action or
determination regarding his own benefits. The Company may remove and select a new plan
administrator in the Company’s sole discretion.



ARTICLE 9: CLAIMS AND APPEAL PROCEDURES




     It shall not be necessary for a Participant or beneficiary entitled to receive a benefit
hereunder to file a claim for such benefit with any person in order to receive such benefit.
However, any Participant or beneficiary who believes that he is entitled to receive a benefit
hereunder and has not received or begun receiving a distribution of such benefit or who believes
that he is entitled to a benefit hereunder in excess of the benefit which he has received or begun
receiving, may file a written claim for such benefit or increased benefit with the Committee at any
time up to the last day of the 12-month period that begins on the earlier of (i) the date on which
the claimant learned of facts sufficient to enable the claimant to formulate such claim, or (ii)
the date on which the claimant reasonably should have been expected to learn of facts sufficient to
enable the claimant to formulate such claim. Such written claim shall set forth the Participant’s
or beneficiary’s name and address and shall include a statement of the facts and a reference to the
pertinent provisions of the Excess Plan upon which such claim is based. A claimant who does not
timely and properly file his claim as herein required shall to the extent permitted by law be
conclusively deemed to have waived any right to the benefit or increased benefit not provided.



     Within 90 days after such claim is filed, the Committee shall provide the claimant with
written notice of its decision with respect to such claim. If such claim is denied in whole or in
part, the Committee shall, in such written notice to the claimant, set forth in a manner calculated
to be understood by the claimant the specific reason or reasons for denial; specific references to
pertinent provisions of the Excess Plan upon which the denial is based; a description of any
additional material or information necessary for the claimant to perfect his claim and an
explanation as to why such material or information is necessary; an explanation of the provisions
for review of claim denials set forth in this Article; and a statement that if the claimant fails
to seek review of the claim denial under this Article within the 60-day period described below he
shall, to the extent permitted by law, be conclusively deemed to have waived any right to contest
in any forum the determination of the Committee. If special circumstances require additional time,
the Committee may extend the period allowed for notice of its decision by a period not to exceed 90
days. Written notice of such extension, stating the circumstances requiring the extension and the
date by which a final decision is expected, shall be provided to the claimant before the expiration
of the initial 90-day period. With respect to any claim, in the event that the Committee fails to
provide the written notice described herein within the time period described herein, the claimant’s
claim shall be deemed to be denied by the Committee.



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     A Participant or beneficiary whose claim for benefits has been denied may appeal such denial
to the Committee and receive a full and fair review of his claim by filing with the Committee a
written application for review at any time within 60 days after the Committee gives him the written
notice of denial of his claim or, if no such notice has been given to the Participant, within 60
days after the end of the 90-day (or extended) period described above. A Participant or
beneficiary who submits a timely written application for review shall be entitled to review any and
all documents pertinent to his claim and may submit issues and comments to the Committee in
writing. In the sole and absolute discretion of the Committee, a hearing may be held. Not later
than 60 days after receipt of a written application for review, the Committee shall give the
claimant written notice of its decision on review, which shall set forth in a manner calculated to
be understood by the claimant specific reasons for its decision and specific references to the
pertinent provisions of the Excess Plan upon which the decision is based. If special
circumstances, including (but not limited to) the need for a hearing as determined by the
Committee, shall require additional time for making a decision on review, the period for decision
may be extended by not more than 60 days. Written notice of such extension, stating the
circumstances requiring the extension and the date by which a final decision is expected, shall be
provided to the claimant before the expiration of the initial 60-day period. With respect to any
appeal, in the event that the Committee fails to provide the written notice within the time period
described herein, the appeal shall be deemed to be denied. The decision of the Committee, shall,
to the maximum extent permitted by law, be final and binding on all parties. A claimant who shall
not timely file his written application for review as required shall, to the maximum extent
permitted by law, be conclusively deemed to have waived any right to contest in any forum the
initial determination of the Committee.



     Any act permitted or required to be taken by a Participant or beneficiary by this Article may
be taken for and on behalf of such Participant or beneficiary by such Participant’s or
beneficiary’s duly authorized representative. Any fees or expenses charged or incurred by such
representative shall be the liability of the Participant or beneficiary, and not the liability of
the Company, the Excess Plan, the Committee, or any other person. Any claim, notice, application,
or other writing permitted or required to be filed with, provided, or given to a party by this
Article shall be deemed to have been filed, provided, or given when deposited in the United States
mail, postage prepaid, and properly addressed to the party to whom it is to be provided or given or
with whom it is to be filed. Any such notice, application, or other writing directed to a
Participant or beneficiary shall be deemed properly addressed if directed to the address set forth
in the written claim filed by such Participant or beneficiary.



     No legal action to recover Excess Plan benefits or to enforce or to clarify rights under the
Excess Plan shall be commenced unless and until the claimant first shall have exhausted the claims
and appeal procedures available to the claimant hereunder. A claimant must raise all issues and
present all theories relating to his claim to the Committee at one time. Otherwise, the claimant
shall be deemed to have abandoned forever all issues and theories not raised and presented to the
Committee.



     Any suit brought to contest a decision of the Committee shall be filed in a court of competent
jurisdiction within one (1) year from receipt of written notice of the Committee’s final



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decision or from the date the appeal is deemed denied, and any suit not filed within this one-year
limitation period shall be dismissed by the court.



     In any suit contesting a decision of the Committee, all issues of fact shall be tried by the
court and not by a jury. No evidence may be introduced in court which was not previously presented
to the Committee and no evidence may be introduced to modify or contradict the terms of the Excess
Plan document.



     The Committee shall have full discretionary authority to interpret and apply the terms of the
Excess Plan document and other relevant documents and relevant provisions of law. This grant of
authority shall be construed to be as broad as permitted by law and shall include the authority to
find facts, to reach conclusions of law, to interpret and apply ambiguous terms, and to supply
missing terms reasonably necessary to resolution of claims and appeals.



ARTICLE 10: AMENDMENT AND DISCONTINUANCE




     The Company may at any time amend any or all provisions of this Excess Plan in any respect
(including retroactively) to the maximum extent permitted by law. Such an amendment may be made at
any time by written instrument identified as an amendment of the Excess Plan effective as of a
specified date (or dates) and such amendment shall be binding on all Participants, beneficiaries,
and other individuals and entities. Notwithstanding the foregoing, no such amendment shall,
without the consent of the Participant, have the effect of reducing a Participant’s account balance
immediately before the amendment is adopted.



     The Company expects to continue the Excess Plan indefinitely. However, the Company shall, to
the maximum extent permitted by law, have the right at any time to terminate the Excess Plan
(including retroactively) in whole or in part or to otherwise terminate the Excess Plan (including
retroactively). In accordance with any amendment to the Excess Plan that may be adopted in
connection with any such termination, the Company may after such termination continue the Excess
Plan for the purpose of making distributions under the Excess Plan as they become payable, or may
accelerate distributions.



ARTICLE 11: RESTRICTIONS ON ASSIGNMENT




     The interest of a Participant or his beneficiary in the Excess Plan may not be sold,
transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any
attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or change the same
shall be null and void; neither shall the benefits hereunder be liable for or subject to the debts,
contracts, liabilities, engagement, or torts of any person to whom such benefits or funds are
payable, nor shall they be subject to garnishment, attachment, or other legal or equitable process
nor shall they be an asset in bankruptcy, except that no amount shall be payable hereunder until
and unless any and all amounts representing debts or other obligations owed to the Company or any
affiliate of the Company by the employee with respect to whom such amount would otherwise be
payable shall have been fully paid and satisfied.



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ARTICLE 12: NATURE OF AGREEMENT




     The adoption of this Excess Plan and any setting aside of amounts by the Company with which to
discharge its obligations hereunder shall not be deemed to create a trust (other than a grantor
trust within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code);
legal and equitable title to any funds so set aside shall remain in the Company, and any recipient
of benefits hereunder shall have no security or other interest in such funds. Any and all funds so
set aside shall remain subject to the claims of the general creditors of the Company, present and
future, and no payment shall be made under this Excess Plan unless the Company is then solvent.
This provision shall not require the Company to set aside any funds, but the Company may set aside
such funds if it chooses to do so.



ARTICLE 13: CONTINUED EMPLOYMENT




     Nothing contained herein shall be construed as conferring upon any employee the right to
continue in the employ of the Company in any capacity.



ARTICLE 14: BINDING ON COMPANY, PARTICIPANTS

AND THEIR SUCCESSORS




     This Excess Plan shall be binding upon and inure to the benefit of the Company, its successors
and assigns and the Participants and their heirs, executors, administrators and legal
representatives.



ARTICLE 15: PAYMENTS MADE BY MISTAKE




     Notwithstanding anything to the contrary, a Participant or beneficiary is entitled only to
those benefits provided by the Excess Plan and promptly shall return any payment made by mistake of
fact or law.



ARTICLE 16: LAWS GOVERNING




     This Excess Plan shall be construed in accordance with and governed by the laws of the State
of Iowa (but without regard to Iowa’s principles on the conflicts of laws).



ARTICLE 17: TAXES




     The Company does not represent or guarantee that any particular tax consequences (favorable or
unfavorable) will result from participation in the Excess Plan. Participants shall bear their
share of taxes assessed against them because of benefits paid or accrued under the Excess Plan.
Any taxes owed may be withheld from or charged against benefits otherwise payable from the Excess
Plan or compensation otherwise payable by the Company.



* * *




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     IN WITNESS WHEREOF, AmerUs Group Co. has caused this instrument to be executed by its duly
authorized officer, effective as of January 1, 2002.



AMERUS GROUP CO.





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