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                                  EXHIBIT 10.43


                 FIFTH WAIVER AND AMENDMENT TO CREDIT AGREEMENT


                  FIFTH WAIVER AND AMENDMENT TO CREDIT AGREEMENT (this
"Amendment"), dated as of October 1, 1998, among AMERUS LIFE HOLDINGS, INC., an
Iowa corporation (the "Borrower"), the various Banks from time to time party to
the Credit Agreement referred to below (the "Banks"), BANK ONE, INDIANA, NA and
ABN AMRO BANK, N.V., as Co-Arrangers (the "Co-Arrangers") and THE CHASE
MANHATTAN BANK, as Administrative Agent (the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to such terms in the Credit Agreement.


                              W I T N E S S E T H:


                  WHEREAS, the Borrower, the Banks, the Co-Arrangers and the
Administrative Agent are parties to a Credit Agreement, dated as of October 23,
1997 (as amended, modified or supplemented to the date hereof, the "Credit
Agreement");

                  WHEREAS, the Borrower has requested the Banks to waive certain
provisions of the Credit Agreement as described herein and has further requested
that the Banks agree to amend the Credit Agreement as herein provided; and

                  WHEREAS, the Banks have agreed to the waivers and amendments
the Credit Agreement as herein provided subject to the terms and conditions set
forth herein;

                  NOW, THEREFORE, the parties hereto agree as follows:

                  1. Notwithstanding Section 7.12(a) of the Credit Agreement,
the Banks hereby agree to waive, from October 1, 1998 to but not including the
Fifth Amendment Effective Date (such period being herein referred to as the
"Waiver Period"), compliance by the Borrower and AmerUs Life with Section
7.12(a) of the Credit Agreement, and the Banks further agree to waive any
Default or Event of Default which may exist as a result of any failure of the
Borrower or AmerUs Life to comply with said Section 7.12(a) during the Waiver
Period, including with respect to the giving of any Notice of Borrowing during
the Waiver Period or the making of any representation or warranty pursuant to
Section 4.02(a) during the Waiver Period.

                  2. Section 7.12 of the Credit Agreement is hereby amended by
deleting clause (a) of said Section in its entirety and inserting the following
new clause (a) in lieu thereof:

                  (a) Subject to Section 7.12(d) below, the Borrower shall not
         permit AmerUs Life to have an Adjusted Capital and Surplus of less than
         (x) at any time on or after the Fifth Amendment Effective Date to but
         excluding December 31, 1999, $240,000,000, (y) at



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         any time on or after December 31, 1999 to but excluding December 31,
         2000, $275,000,000 and (z) at any time thereafter, $300,000,000.

                  3. Section 9 of the Credit Agreement is hereby amended by
inserting the following new definition in appropriate alphabetical order:

                  "Fifth Amendment Effective Date" shall have the meaning
         provided in the Fifth Amendment to this Agreement.

                  4. In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that (x) all representations and
warranties contained in Section 5 of the Credit Agreement are true and correct
in all material respects on and as of the Fifth Amendment Effective Date (as
defined below) after giving effect to this Amendment (unless such
representations and warranties relate to a specific earlier date, in which case
such representations and warranties shall be true and correct as of such earlier
date) and (y) there exists no Default or Event of Default on the Fifth Amendment
Effective Date, after giving effect to this Amendment.

                  5. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any provision of the Credit
Agreement or any other Credit Document except as expressly set forth herein.

                  6. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.

                  7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

                  8. This Amendment shall become effective as of the date hereof
on the date (the "Fifth Amendment Effective Date") when each of the Borrower and
the Required Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at its Notice Office.

                  9. From and after the Fifth Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement after
giving effect to this Amendment.

                                      * * *

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                 IN WITNESS WHEREOF, the parties hereto have caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.


                                   AMERUS LIFE HOLDINGS, INC.


                                   By /s/ Joseph K. Haggerty
                                     -------------------------------------------
                                      Title: Senior Vice President


                                   THE CHASE MANHATTAN BANK, Individually and as
                                      Administrative Agent


                                   By /s/ Peter Platten
                                     -------------------------------------------
                                      Title: Vice President


                                   BANK ONE, INDIANA, NA, Individually and as
                                       a Co-Arranger


                                   By /s/ Deborah A. Pyne
                                     -------------------------------------------
                                      Title: First Vice President


                                   ABN AMRO BANK N.V., Individually and as a
                                       Co-Arranger


                                   By /s/ Bruce D. Ballentine
                                     -------------------------------------------
                                      Title:  Group Vice President

                                   By /s/ Parker H. Douglas
                                     -------------------------------------------
                                      Title:  Group Vice President


                                   BANK OF MONTREAL


                                   By /s/ Robert C. Meyer
                                     -------------------------------------------
                                      Title: Director


                                   BANK OF TOKYO MITSUBISHI TRUST COMPANY


                                   By
                                     -------------------------------------------
                                      Title:




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                                   BANQUE NATIONALE DE PARIS


                                   By
                                     -------------------------------------------
                                      Title:


                                   CIBC INC.


                                   By
                                     -------------------------------------------
                                      Title:


                                   DRESDNER BANK AG, NEW YORK BRANCH AND GRAND
                                      CAYMAN BRANCH


                                   By
                                     -------------------------------------------
                                      Title:


                                   By
                                     -------------------------------------------
                                      Title:


                                   FIRST UNION NATIONAL BANK


                                   By /s/ Thomas L. Stitchberry
                                     -------------------------------------------
                                      Title: Senior Vice President


                                   FLEET NATIONAL BANK


                                   By /s/ David A. Bosselait
                                     -------------------------------------------
                                      Title: Vice President


                                   MELLON BANK, N.A.


                                   By /s/ Susan M Whitewood
                                     -------------------------------------------
                                      Title: Vice President


                                   NATIONSBANK OF TEXAS, N.A.


                                   By /s/ Gary R. Peet
                                     -------------------------------------------
                                      Title: Managing Director

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                                   NORWEST BANK IOWA, NATIONAL ASSOCIATION


                                   By /s/ Diane S. Ramsey
                                     -------------------------------------------
                                      Title: Vice President


                                   ROYAL BANK OF CANADA


                                   By /s/ Vivian Abdelmessih
                                     -------------------------------------------
                                      Title: Senior Manager


                                   SUNTRUST BANK, CENTRAL FLORIDA,
                                      NATIONAL ASSOCIATION


                                   By
                                     -------------------------------------------
                                       Title: