Exhibit 4.10                                           
     
     
     
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                     GOLDMAN, SACHS & CO.,
                     as Call Option Holder
                                
                              AND
                                
                   FIRST UNION NATIONAL BANK,
             as Unit Agent and as Attorney-In-Fact
                                
                                
                                
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                     CALL OPTION AGREEMENT
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                   Dated as of July 27, 1998
                                
                                
                                
                                
                                
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                                   <PAGE>
                   CALL OPTION AGREEMENT
                                
                                
          CALL OPTION AGREEMENT, dated as of July 27, 1998,
     between Goldman, Sachs & Co., as Call Option Holder, and
     First Union National Bank, as Unit Agent and as attorney-in-fact of the 
     Holders from time to time of the Normal Units.
     
     
                          RECITALS
     
     
               AmerUs Life Holdings, Inc. and the Unit Agent are
     parties to the Master Unit Agreement, dated as the date
     hereof (as the same may be supplemented or amended in
     accordance with the terms thereof, the "Master Unit
     Agreement").  The Master Unit Agreement contemplates that
     the Company will issue QUIPS-SM-* and Junior Subordinated
     Debentures, and that QUIPS or Junior Subordinated Debentures
     will underlie Normal Units outstanding from time to time
     thereunder.
     
               It is intended that the Holders from time to time
     of the Normal Units grant Call Options entitling the Call
     Option Holder to acquire the QUIPS or Junior Subordinated
     Debentures underlying the related Normal Units on the terms
     and subject to the conditions set forth herein.  Pursuant to
     the terms of the Principal Agreements and the Unit
     Certificates for the Normal Units, the Holders from time to
     time of the Normal Units irrevocably authorize the Unit
     Agent, as attorney-in-fact of such Holders, to enter into
     such Call Options and execute and deliver this Agreement on
     behalf of such Holders.
     
               Accordingly, the Call Option Holder and the Unit
     Agent, on its own behalf and as attorney-in-fact of the
     Holders from time to time of the Normal Units, agree as
     follows:
     
     ---------------------
     
     *    QUIPS is a servicemark of Goldman, Sachs & Co.
          <PAGE>
                         ARTICLE ONE
                         Definitions
     
               Section 1.  Definitions.  For all purposes of this
     Agreement, except as otherwise expressly provided or unless
     the context otherwise requires:
     
               (a)  capitalized terms used herein and not defined
               are used herein as defined in the Master Unit
               Agreement; and
     
               (b)  the words "herein", "hereof" and "hereunder"
               and other words of similar import refer to this
               Agreement as a whole and not to any particular Article,
               Section or other subdivision.
     
               "Aggregate Call Option Exercise Consideration"
               means consideration comprised of:
     
               (a)  Treasury Securities that through their
                         scheduled payments will generate by each
                         Quarterly Payment Date falling after the Call
                         Settlement Date and on or before the Stock
                         Purchase Date an amount of cash equal to the
                         aggregate distributions or interest payments
                         that are scheduled to be payable in respect
                         of the QUIPS or Junior Subordinated
                         Debentures underlying the Normal Units on
                         such Quarterly Payment Date (assuming for
                         this purpose, even if not true, that (i) no
                         distributions or interest payments will then
                         have been deferred and (ii) that the rate of
                         distribution on the QUIPS and the rate of
                         interest on the Junior Subordinated
                         Debentures remains at 6.86%);
     
               (b)  Treasury Securities that through their
                         scheduled payments will generate by the Stock
                         Purchase Date an amount of cash equal to the
                         aggregate Stated Amount of the Normal Units;
                         and
     
               (c)  if the Company is, at the Call Settlement
                         Date, deferring distributions on the QUIPS or
                         interest payments on the Junior Subordinated
                         Debentures, an amount in cash equal to (i)
                         the aggregate unpaid  distributions on the
                         QUIPS or interest payments on the Junior
                         Subordinated Debentures underlying the Normal
                         Units accrued to the Call Settlement Date, if
                         the Call Settlement Date is a Quarterly
                         Payment Date, or (ii) the aggregate unpaid
                         distributions on the QUIPS or interest
                         payments on the Junior Subordinated
                         Debentures underlying the Normal Units
                         accrued to the Quarterly Payment Date
                         immediately preceding the Call Settlement
                         Date plus interest thereon at the Deferral
                         Rate for the period from and including such
                         Quarterly Payment Date to but excluding such
                         Call Settlement Date (computed on the basis
                         of a 360-day year of twelve 30-day months),
                         if the Call Settlement Date is not a
                         Quarterly Payment Date.
     
               "Call Option Expiration Date" means April 27, 2001
               (or, if such date is not a Business Day, the next
               succeeding Business Day).
     
     
     
                         ARTICLE TWO
                         Call Option
     
               Section 2.1  Grant.  The Unit Agent, on behalf of
     and as attorney-in-fact for the Holders from time to time of
     the Normal Units, hereby grants the Call Options to the Call
     Option Holder on the terms and subject to the conditions set
     forth herein.
     
               Section 2.2  Consideration.  As consideration for
     such Call Options, concurrently with the execution hereof,
     the Call Option Holder is paying to the underwriters under
     the Underwriting Agreement (who are acting in this regard on
     behalf of the initial investors in the Normal Units) an
     amount equal to $0.1136 per Call Option.
     
               Section 2.3  Expiration or Termination of Call
     Options.  The Call Options shall be irrevocable, but the
     Call Options and the rights of the Call Option Holder and
     the obligations of the Holders of Normal Units thereunder
     shall (a) expire on the Call Option Expiration Date if the
     Call Settlement Date has not occurred on or prior to such
     date and (b) automatically terminate upon the occurrence of
     a Termination Event.
     
     
                        ARTICLE THREE
                  Exercise of Call Options
     
               Section 3.1  Exercise Mechanics.
     
               (a)  The Call Option Holder may exercise all (but
     not less than all) the Call Options by (i) delivering to the
     Unit Agent and the Collateral Agent, on or prior to the Call
     Option Expiration Date, a notice, substantially in the form
     set forth in Annex A attached hereto, stating that the Call
     Option Holder is exercising its Call Options and specifying
     the Call Settlement Date therefor (which must be a Business
     Day falling on or before the Call Option Expiration Date)
     and (ii) delivering to the Collateral Agent, by Noon, New
     York City time, on the Call Settlement Date, the Aggregate
     Call Option Exercise Consideration.   
     
               (b)  Pursuant to the Pledge Agreement, upon
     receipt by the Collateral Agent of the Aggregate Call Option
     Exercise Consideration in the manner contemplated hereby and
     by the Pledge Agreement, the Collateral Agent shall release
     the QUIPS or Junior Subordinated Debentures underlying the
     Normal Units, free and clear of any lien, pledge or security
     interest created by the Pledge Agreement, and transfer such
     released QUIPS or Junior Subordinated Debentures to the Call
     Option Holder or its designee as specified in the notice
     referred to in Section 3.1(a) above.
     
               (c)  The Unit Agent shall, not later than three
     Business Days following the Call Settlement Date, mail
     notice of the exercise of the Call Options to the Holders of
     Normal Units in the manner prescribed by the Master Unit
     Agreement.
     
     
                        ARTICLE FOUR
                        Miscellaneous
     
          4.1 Amendments.  This Agreement may be amended in the
     manner set forth in Section 801 of the Master Unit Agreement
     with respect to supplemental agreements.
     
          4.2  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED
     BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
     THEREOF.  The Call Option Holder, the Unit Agent and the
     Holders from time to time of the Normal Units, acting
     through the Unit Agent as their attorney-in-fact, hereby
     submit to the nonexclusive jurisdiction of the United States
     District Court for the Southern District of New York and of
     any New York state court sitting in New York City for the
     purposes of all legal proceedings arising out of or relating
     to this Agreement or the transactions contemplated hereby. 
     The Call Option Holder, the Unit Agent and the Holders from
     time to time of the Normal Units, acting through the Unit
     Agent as their attorney-in-fact, irrevocably waive, to the
     fullest extent permitted by applicable law, any objection
     which they may now or hereafter have to the laying of the
     venue of any such proceeding brought in such a court and any
     claim that any such proceeding brought in such a court has
     been brought in an inconvenient forum.
     
          4.3  Notices.  All notices, requests, consents and
     other communications provided for herein (including, without
     limitation, any modifications of, or waivers or consents
     under, this Agreement) shall be given or made in writing
     (including, without limitation, by telecopy) delivered to
     the intended recipient at the "Address for Notices"
     specified below its name on the signature pages hereof or,
     as to any party, at such other address as shall be
     designated by such party in a notice to the other party. 
     Except as otherwise provided in this Agreement, all such
     communications shall be deemed to have been duly given when
     transmitted by telecopier or personally delivered or, in the
     case of a mailed notice, upon receipt, in each case given or
     addressed as aforesaid.
     
          4.4  Successors and Assigns.  This Agreement shall be
     binding upon and inure to the benefit of the respective
     successors and assigns of the Call Option Holder and the
     Unit Agent, and the Holders from time to time of the Normal
     Units, by their acceptance of the same, shall be deemed to
     have agreed to be bound by the provisions hereof and to have
     ratified the agreements of, and the grant of the Call
     Options hereunder by, the Unit Agent.
     
          4.5  Counterparts.  This Agreement may be executed in
     any number of counterparts, all of which taken together
     shall constitute one and the same instrument, and any of the
     parties hereto may execute this Agreement by signing any
     such counterpart.
     
          4.6  Severability.  If any provision hereof is invalid
     or unenforceable in any jurisdiction, then, to the fullest
     extent permitted by law, (a) the other provisions hereof
     shall remain in full force and effect in such jurisdiction
     and shall be liberally construed in order to carry out the
     intentions of the parties hereto as nearly as may be
     possible and (b) the invalidity or unenforceability of any
     provision hereof in any jurisdiction shall not affect the
     validity or enforceability of such provision in any other
     jurisdiction.
     
          <PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this
     Agreement to be duly executed as of the day and year first
     above written.
     
     GOLDMAN, SACHS & CO.,
                              as Call Option Holder
                              
                              /s/ Goldman, Sachs & Co.            
                              ----------------------------  
                                    (Goldman, Sachs & Co.)
                              
                              Address for Notices:
                              
                              85 Broad Street
                              New York, New York  10004
                              Attention:  Registration Department
                              
                              
                              
                              FIRST UNION NATIONAL BANK,
                              as Unit Agent and as attorney-in-fact of the 
                              Holders from time to time of the Normal Units
                              
                              By: /s/ Shawn Bednasek              
                              -----------------------------       
                                          
                                   Name: Shawn Bednasek
                                   Title: Vice President
                              
                              Address for Notices:
                              
                              
                              230 South Tyson St., 9th Floor
                              Charlotte, North Carolina 28288
                              Attention: Corporate Trust and
                              Administration
                              
                                   
<PAGE>
                                             ANNEX A
     
                       EXERCISE NOTICE
     
     
               Reference is made to the Call Option Agreement,
     dated as of July 27, 1998  (the "Call Option Agreement"),
     between Goldman, Sachs & Co., as Call Option Holder, and
     First Union National Bank, as Unit Agent and attorney-in-fact of the 
     Holders from time to time of the Normal Units. 
     Capitalized terms used herein but not defined are used
     herein as defined in the Call Option Agreement.
     
               The undersigned hereby exercises all of the Call
     Options underlying the Normal Units and specifies ------------- as the Call
     Settlement Date.  Certificates representing
     the QUIPS or Junior Subordinated Debentures underlying the 
     Normal Units should be registered in the name of ------------------- and 
     delivered to [insert address].
     
     
                              GOLDMAN, SACHS & CO.,
                              As Call Option Holder
     
     
     
                              ----------------------------  
                                  (Goldman, Sachs & Co.)
     
     
     Date:  ---------------------------------------------