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                                  Exhibit 99.5

                         SUPPLEMENTAL BENEFIT AGREEMENT

         THIS SUPPLEMENTAL BENEFIT AGREEMENT (this "Agreement") is entered into
and made effective as of the 15th day of April, 1999, by and between Roger K.
Brooks, an individual residing at 300 Walnut Street, #183, Des Moines, Iowa
50309 ("Employee"), and AmerUs Life Holdings, Inc., an Iowa corporation having
its principal place of business at 699 Walnut, Des Moines, Iowa 50309
("Employer").

         WHEREAS, Employer currently employs Employee as Chairman, President and
Chief Exeuctive Officer of Employer; and

         WHEREAS, Employer and Employee wish to enter into an agreement
concerning a certain aspect of their employment relationship;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

         Section 1. Definitions. Whenever used herein, capitalized words and
phrases, unless the context otherwise requires, shall have the meanings ascribed
in the text, or as set forth on Exhibit A, which is attached hereto and made a
part hereof.

         Section 2. Termination of Employment by Employee for Good Reason.

                  a. If the employment of Employee is terminated by Employee for
Good Reason, Employee shall be entitled to the Severance Payment and the
Continued Benefits.

                  b. Any offer of Comparable Employment following a Change of
Control shall remain open for at least fifteen (15) days after such offer is
extended to Employee. If Employee does not accept an offer of Comparable
Employment following a Change of Control within fifteen (15) days after it is
offered, all rights of Employee under this Agreement shall cease.

                   c. If Employee timely accepts an offer of Comparable
Employment following a Change of Control and if within two (2) years following
the date such offer of Comparable Employment is accepted either (i) the
employment of Employee is terminated by Employer without Cause (as such term is
described in Section 4 hereof) or (ii) a Material Event occurs and Employee
elects to terminate his or her employment with Employer (which will also be
considered a termination of employment by Employee for Good Reason for purposes
hereof), then Employee shall be entitled to the Severance Payment and the
Continued Benefits.

         Section 3. Termination of Employment by Employer Following Change of
Control. If the employment of Employee is terminated by Employer following a
Change of Control, and such



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termination is not for Cause as described in Section 4 hereof, Employee shall be
entitled to the Severance Payment and the Continued Benefits; provided, however,
that if the Employee accepts an offer of Comparable Employment, the provisions
of Section 2(c) shall apply rather than this Section 3.

         Section 4. Termination of Employment by Employer for Cause. Employer
may terminate the employment of Employee at any time for Cause. Employer shall
have "Cause" to terminate Employee's employment for Employee's personal
dishonesty, gross negligence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, or
willful violation of any law, rule, regulation (other than traffic violations or
similar offenses) or final cease-and-desist order. Upon termination for Cause,
all rights of Employee under this Agreement shall cease as of the Termination
Date.

         Section 5. Notice of Termination. Any termination of the employment of
Employee shall be communicated by a Notice of Termination to the other party
hereto. If there is any dispute or controversy under this Agreement with respect
to Employee's entitlement to the Severance Payment or Continued Benefits, or the
amount of same, except in the event of a termination for Cause by Employer,
Employer shall continue to pay Employee the full compensation and benefits in
effect when the Notice of Termination was given (including without limitation
Base Compensation and payments under any bonus and incentive plans in which
Employee participates), until the earlier of the date when the dispute is
finally resolved or twelve (12) months from the date when the Notice of
Termination was given. Amounts paid under the preceding sentence shall be offset
against and shall reduce any other amounts due under this Agreement, including
any Severance Payment or Continued Benefits and any arbitration award under
Section 11 hereof.

         Section 6. Severance Payment.

                  a. In the event the employment of Employee is terminated by
Employee for Good Reason as described in Section 2 hereof or by Employer
following a Change of Control as described in Section 3 hereof, Employer shall
pay to Employee the following Severance Payment, which shall be paid in a lump
sum within thirty-five (35) days following the Termination Date:

                     (i) Any amount of Employee's Base Compensation earned but
unpaid through the Termination Date; and

                     (ii) In lieu of any further salary or other payments of any
kind to Employee for periods after the Termination Date, an amount equal to:

                          (1) the sum of:

                              (A) Employee's Base Compensation, plus



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                              (B)  the greater of (I) the amount of Employee's
                                   bonuses (whether in cash, stock or otherwise)
                                   under Employer's Management Incentive Plan,
                                   the AmerUs Group MIP Deferral Plan and any
                                   similar or successor plans providing bonuses
                                   or deferred compensation during the twelve
                                   (12) months immediately preceding the
                                   Termination Date (including any portion of
                                   such bonuses that were deferred by Employee,
                                   but not including any Employer match on any
                                   such deferred amount); (II) the amount of
                                   such bonuses (as described in clause (I))
                                   during the twenty-four (24) months
                                   immediately preceding the Termination Date
                                   divided by the number two (2); or (III) the
                                   amount of the bonuses (as described in clause
                                   (A)) that would have been paid during the
                                   twenty-four (24) months immediately preceding
                                   the Termination Date if the Plan Target Level
                                   (as defined by the Plans) had been achieved
                                   divided by the number two (2);

                          (2) multiplied by the number three (3); and

                     (iii) An amount equal to the contributions from the
Employer the Employee would have otherwise been entitled to under the Plans if
Employee had remained an employee of Employer until and including December 31 of
the calendar year in which Employee's employment terminates and Employee had
earned the amounts set forth in Section 6.a.(ii) above through said December
31st.

                  b. (i) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Employer to the Employee (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise, but determined without regard to any additional payments required
under this Section 6.b.) (a "Payment") is subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or
any interest or penalties are incurred by the Employee with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the Employer
shall pay to the Employee an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Employee of all taxes (including any
interest or penalties imposed with respect to such taxes), including without
limitation, any federal, state or local income taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up
Payment, the Employee retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments.



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                     (ii) Subject to the provisions of Section 6.b.(iii), all
determinations required to be made regarding whether and when a Gross-Up Payment
is required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination shall be made by the Employer's
public accounting firm (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Employer and the Employee as soon as
possible following a request made by the Employee or the Employer. In the event
that the Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change of Control, the Employer shall appoint
another nationally recognized public accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Employer. Any Gross-Up Payment shall be paid by the
Employer to the Employee within five (5) days of the receipt of the Accounting
Firm's determination. If the Accounting Firm determines that no Excise Tax is
payable by the Employee, it shall furnish the Employee with a written opinion
that failure to report the Excise Tax on the Employee's applicable federal
income tax return would not result in the imposition of a negligence or similar
penalty. Any determination by the Accounting Firm shall be binding upon the
Employer and the Employee. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Employer should have been made ("Underpayment"),
consistent with the calculations required to be made hereunder. In the event
that the Employer exhausts its remedies pursuant to Section 6.b.(iii), and the
Employee thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by the Employer to or for the
benefit of the Employee.

                     (iii) The Employee shall notify the Employer in writing of
any claim by the Internal Revenue Service that, if successful, would require the
payment by the Employer of the Gross-Up Payment. Such notification shall be
given as soon as practicable but no later than ten (10) business days after the
Employee is informed in writing of such claim and shall apprise the Employer of
the nature of such claim and the date on which such claim is requested to be
paid. The Employee shall not pay such claim prior to the expiration of the
30-day period following the date on which the Employee gives such notice to the
Employer (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Employer notifies the Employee in
writing prior to the expiration of such period that it desires to contest such
claim, the Employee shall:

                          (1) give the Employer any information reasonably
                              requested by the Employer relating to such claim,

                          (2) take such action in connection with contesting
                              such claim as the Employer shall reasonably
                              request in writing from time to time, including,
                              without limitation, accepting legal representation
                              with respect to such claim by an attorney
                              reasonably selected by the Employer,



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                          (3) cooperate with the Employer in good faith to
                              effectively contest such claim, and

                          (4) permit the Employer to participate in any
                              proceedings relating to such claim;

provided, however, that the Employer shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 6.b.(iii), the Employer shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Employee to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Employee agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Employer shall
determine; provided further, that if the Employer directs the Employee to pay
such claim and sue for a refund, the Employer shall advance the amount of such
payment to the Employee on an interest-free basis and shall indemnify and hold
the Employee harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and provided further, that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Employee with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Employer's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Employer shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.

                          (iv) If, after the receipt by the Employee of an
amount advanced by the Employer pursuant to Section 6.b.(iii), the Employee
becomes entitled to receive, and receives, any refund with respect to such
claim, the Employee shall (subject to the Employer's complying with the
requirements of Section 6.b.(iii)) promptly pay to the Employer the amount of
such refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by the Employee of any amount
advanced by the Employer pursuant to Section 6.b.(iii), a determination is made
that the Employee shall not be entitled to any refund with respect to such claim
and the Employer does not notify the Employee in writing of its intent to
contest such denial of refund prior to the expiration of thirty (30) days after
such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.



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         Section 7. Continued Benefits. In the event the employment of Employee
is terminated by Employee for Good Reason as described in Section 2 hereof or by
Employer following a Change of Control as described in Section 3 hereof,
Employer shall continue to provide to Employee the Continued Benefits described
in this Section 7. Employer shall maintain in full force and effect, for the
benefit of Employee for 3 years after the Termination Date, all employee welfare
benefit plans and programs or arrangements in which Employee was entitled to
participate immediately prior to the Termination Date (the "Continued
Benefits"); provided, however, that Employee's continued participation is
possible under the general terms and provisions of such plans, programs and
arrangements. In the event that Employee's continued participation in any such
plan, program or arrangement is not possible, Employer shall arrange to provide
Employee with substantially equivalent benefits. At the end of the period of
coverage, Employee shall have the option to have assigned to Employee at no cost
and with no apportionment of prepaid premiums any assignable insurance policy
owned by Employer and relating specifically to Employee. Notwithstanding the
foregoing, Employee's period of continued coverage under any such plan, program
or arrangement (or any Employer-arranged provision of such benefits) shall
terminate as of the date Employee becomes eligible to participate in a similar
plan, program or arrangement of another employer. Employee shall be deemed to be
"eligible to participate" for this purpose even if Employee is required to pay
an employee premium and even if the new plan, program or arrangement imposes
preexisting condition limitations or restrictions. In addition, Employee shall
be fully vested in all of his or her account in the AllHAmerUs Savings &
Retirement Plan and the AllHAmerUs Supplemental Executive Retirement Plan.

         Section 8. No Mitigation. Employee shall not be required to mitigate
the amount of any Severance Payment or Continued Benefits by seeking other
employment or otherwise, nor shall the amount of any Severance Payment or
Continued Benefits (other than the earlier termination of certain employee
benefits as described in Section 7 hereof) be reduced by any compensation earned
by Employee as a result of employment by another employer after termination of
this Agreement or otherwise. Employer's obligation to pay Employee the
compensation and make the arrangements provided herein shall be absolute and
unconditional and, following any Change of Control, shall not be affected by any
circumstances, including without limitation any set-off (except as provided in
Sections 5 and 9.b. hereof), counterclaim, recoupment, defense or other rights
which Employer may have. Except as otherwise provided herein, all amounts
payable by Employer shall be paid without notice or demand.

         Section 9. Indemnification.

                  a. In addition to the costs and expenses to be borne by
Employer pursuant to the provisions of Section 6.b. herein, Employer shall pay,
and indemnify Employee against, all costs and expenses, including without
limitation the fees and expenses of attorneys, arbitrators, experts and
witnesses, incurred by or on behalf of Employee in connection with any
arbitration or legal claim or proceeding arising from this Agreement or the
interpretation thereof, to the extent that Employee is successful, on the merits
or otherwise, in any such claim or proceeding. If Employee is not wholly
successful in such claim or proceeding but is successful, on the merits or
otherwise, as to one or



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more but less than all claims, issues or matters in such claim or proceeding,
then Employer shall indemnify Employee against all such costs and expenses
incurred by Employee or on Employee's behalf in connection with each
successfully resolved claim, issue or matter.

                  b. Employer shall advance all such costs and expenses incurred
by or on behalf of Employee in connection with any such claim or proceeding
referred to in Section 9.a. hereof within twenty (20) days after receipt by
Employer of a statement or statements from Employee requesting such advance or
advances, whether prior to or after final disposition of such claim or
proceeding. Such statement or statements shall reasonably evidence the costs and
expenses incurred by Employee and shall be preceded or accompanied by an
undertaking by or on behalf of Employee to repay any costs and expenses advanced
if it shall ultimately be determined that Employee is not entitled to be
indemnified against such costs and expenses and, furthermore, if Employee fails
to repay any costs and expenses that are advanced, then such amounts shall be
offset against and shall reduce any other amounts due to Employee under this
Agreement.

         Section 10. Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telecopier or commercial courier guaranteeing next day
delivery to the respective addresses provided for Employer and Employee in the
introductory paragraph of this Agreement. Notices to Employer shall be addressed
to the attention of the Chairman of the Human Resources Committee for the Board
of Directors and the Senior Vice President, Chief Administration and Human
Resources Officer of Employer. All such notices and communications shall be
deemed to have been duly given; at the time delivered by hand, if personally
delivered; five (5) business days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged, if telecopied; and the next
business day after timely delivery to the courier, if sent by commercial courier
guaranteeing next day delivery.

         Section 11. Arbitration. Employer and Employee agree that any disputes
arising out of or relating to this Agreement shall be arbitrated in accordance
with the rules of the American Arbitration Association and the Federal
Arbitration Act. Such arbitration shall be held in Des Moines, Iowa. No party
shall initiate arbitration unless, at least thirty (30) days prior thereto, such
party has given the other party written notice of the intent to initiate
arbitration and a detailed description of the basis of the dispute. A single
arbitrator (or, in any matter in which the amount in controversy exceeds
$500,000, a panel of three (3) arbitrators) shall interpret this Agreement in
accordance with Iowa laws and shall conduct proceedings in accordance with the
Federal Rules of Civil Procedure. Punitive damages, if any, awarded by the
arbitrator(s) shall not exceed two (2) times compensatory damages awarded. Any
award of the arbitrator(s) shall be deemed final, and judgment upon such award
may be entered and enforced in any Iowa District Court and transferred to any
other jurisdiction.

         Section 12. Tax Withholding. Employer shall have the right to withhold
from any transfer or payment made to Employee or to any other Person hereunder,
whether such payment is to be made in cash or other property, all applicable
federal, state, city or other taxes or foreign taxes as shall be required in the
determination of Employer pursuant to any statute or governmental regulation or
ruling.



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         Section 13. Interest. Employer shall pay Employee interest at a rate of
ten percent (10%) per annum on any benefits payable to Employee hereunder not
paid by the date provided for herein from such date until the date of payment.

         Section 14. General Creditor. Nothing contained in this Agreement and
no action taken pursuant to the provisions of this Agreement shall create or be
construed to create a trust of any kind or a fiduciary relationship between
Employer and Employee or any other Person, nor shall any money or property of
Employer be segregated for the benefit of Employee to satisfy the obligations of
Employer hereunder. To the extent that Employee acquires a right to receive
payments hereunder, such rights shall be no greater than the right of any
general unsecured creditor of Employer. Except as expressly provided herein,
each payment shall be made in cash from the general assets of Employer.

         Section 15. No Waiver. The failure of either party to require the
performance of any term or condition of this Agreement, or the waiver by either
party of any breach of this Agreement, shall not prevent a subsequent
enforcement of any term or condition nor be deemed to be a waiver of any
subsequent breach by either party.

         Section 16. Binding Effect. This Agreement shall be binding on and
inure to the benefit of the successors and assigns of Employer. This Agreement
shall inure to the benefit of and be enforceable by Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.

         Section 17. No Assignment. The right of Employee or any other Person to
the payment of amounts or other benefits under this Agreement shall not be
assigned, alienated, hypothecated, placed in trust, disposed of, transferred,
pledged or encumbered (except as provided in Section 16 herein) and, to the
extent permitted by law, no such amount or payment shall in any way be subject
to any legal process to subject the same to the payments of any claim against
Employee or any other Person.

         Section 18. Paragraphs and Other Headings. The paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
the interpretation of this Agreement.

         Section 19. Governing Law. This Agreement and all transactions
contemplated by this Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Iowa, without regard to principles
of conflicts of laws.

         Section 20. Severability. If any one or more of the provisions
contained in this Agreement shall for any reason be held invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement, which shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein. It
is the intention of the parties that if any provision of this Agreement is
capable of two constructions, one



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of which would render the provision void and the other of which would render the
provision valid, then the provision shall have the meaning that renders it
valid.

         Section 21. At-Will Employment. Nothing in this Agreement shall alter
the "at-will" nature of Employee's employment with Employer, it being understood
that the "at-will" nature of Employee's employment with Employer shall in no way
alter the benefits to which Employee is otherwise entitled under this Agreement.

         Section 22. Survivability. The obligations of Employer and Employee
under this Agreement shall survive the termination of this Agreement.

         Section 23. Employer After A Change of Control. Following a Change of
Control and the acceptance by Employee of an offer of Comparable Employment, the
term "Employer" shall be deemed to mean the actual employer of Employee (which
may be Employer, an affiliate thereof or some other Person involved in the
Change of Control).

         Section 24. Entire Agreement. This Agreement sets forth the entire
understanding of the parties and supersedes all other representations,
agreements and understandings, oral or otherwise, between or among the parties
with respect to the matters contained herein.

         IN WITNESS WHEREOF, the parties have set their respective signatures as
of the day and year first above written.

Roger K. Brooks                            AmerUs Life Holdings, Inc.


By: /s/ Roger K. Brooks                    By: /s/ John W. Norris, Jr.
   -----------------------------              ----------------------------------
Printed Name: Roger K. Brooks              Its:  Chairman of the Human Resources
                                           Committee for the Board of Directors



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                                    EXHIBIT A

                                   DEFINITIONS


         "Affiliate" shall mean with respect to any Person, any Person which,
directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with such entity; provided, however,
that any Person which owns directly or indirectly ten percent (10%) or more of
the securities having ordinary voting power for the election of directors or any
other governing body of a corporation or ten percent (10%) or more of the
partnership or other ownership interests of any other Person (other than as a
limited partner of such Person) will be deemed to control such Person.

         "AMHC" shall mean American Mutual Holding Company.

         "Base Compensation" shall mean the greater of (i) the semi-monthly
salary paid to Employee by Employer which was in effect immediately prior to the
Termination Date or (ii) the semi-monthly salary paid to Employee by Employer
which was in effect prior to any reduction thereof made without the written
consent of Employee, in either case multiplied by twenty-four (24).

         "Change of Control" shall mean any Transaction or series of
Transactions involving Employer or any Affiliate of Employer which results in
either (i) AMHC not directly or indirectly owning or controlling shares of stock
of the Employer sufficient to cast a majority of the votes necessary to elect
members of the Board of Directors of the Employer ("?Voting Control"); (ii) the
individuals who, prior to such Transaction, constituted the board of directors
of AMHC ceasing to constitute at least a majority thereof, unless the election,
or the nomination for election of each director of AMHC for a period of two (2)
years following the consummation of such Transaction was approved by a vote of
at least two-thirds of the directors of AMHC then still in office who were
directors of AMHC prior to such Transaction; (iii) the individuals who, prior to
such Transaction, constituted the board of directors of Employer ceasing to
constitute at least a majority thereof, unless the election, or the nomination
for election of each director of the Employer for a period of two (2) years
following the consummation of such Transaction was approved by a vote of at
least two-thirds of the directors of Employer then still in office who were
directors of Employer prior to such Transaction; or (iv) the acquisition by any
Person other than AMHC or its subsidiaries of the beneficial ownership, as
defined in Rule 13d-3 of the Securities Exchange Act of 1934, of more than
twenty-five percent (25%) of the shares of stock of the Employer which are
entitled to elect the board of directors of the Employer at any time that AMHC
does not have beneficial ownership of the Voting Control of the Employer;
provided, however, that in the case of (i), (ii) and (iii), a Transaction which
is a Demutualization shall not constitute a Change of Control if the directors
elected or nominated for election to either AMHC's or Employer's respective
board of directors by AMHC's or Employer's respective stockholders following the
Demutualization were the directors of AMHC or Employer respectively prior to
such Demutualization, or if the election, or the nomination for election, by
AMHC's or Employer's respective stockholders, of each director of



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AMHC or Employer respectively for a period of two (2) years following the
consummation of such Demutualization was approved by a vote of at least
two-thirds of the directors of AMHC or Employer then still in office who were
the respective directors of AMHC or the Employer prior to such Demutualization.

         "Comparable Employment" shall mean employment with Employer, an
Affiliate thereof or a third party involved in any Change of Control on terms
and conditions (including without limitation geographic location) which in the
aggregate are at least substantially comparable to the terms and conditions of
employment prevailing with respect to Employee immediately preceding a Change of
Control.

         "Continued Benefits" shall mean the benefits described in Section 7
hereof.

         "Demutualization" shall mean any transaction in which more than fifty
(50%) of the assets of AMHC are (i) distributed or otherwise transferred to the
members of AMHC or (ii) are offered to the members of AMHC.

         "Good Reason" shall mean the occurrence of both (i) a Change of Control
without Employee being offered Comparable Employment and (ii) a Material Event.

         "Material Event" shall mean the occurrence of any one of the following
events following a Change of Control without Employee's express written consent:

         (1)      The assignment to Employee of duties substantially
                  inconsistent with Employee's position, duties, responsibility
                  or status with Employer or a substantial reduction of
                  Employee's duties or responsibilities, as compared with
                  Employee's duties or responsibilities prior to such reduction,
                  or any removal of Employee from, or any failure to re-elect
                  Employee to, the position Employee held at the time of such
                  removal or failure to re-elect, except in connection with
                  termination of employment for Cause; or

         (2)      A reduction in the amount of Employee's Base Compensation, a
                  material reduction in payments received by Employee under any
                  bonus or incentive plans in which Employee participates or a
                  material reduction in any other employee perquisites to which
                  Employee is entitled; or

         (3)      The relocation of Employee's principal office to a location
                  more than thirty-five (35) miles from the location of such
                  office immediately prior to such relocation; or

         (4)      Any material breach by Employer of any of the provisions of
                  this Agreement.

         "Notice of Termination" shall mean written notice of the termination of
the employment of Employee.

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         "Person" shall mean an individual, corporation, partnership, joint
venture, association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "Plans" shall mean, collectively, the AllHAmerUs Savings & Retirement
Plan, the AllHAmerUs Supplemental Executive Retirement Plan, the AllHAmerUs
Excess Benefit Plan, the Interim Benefit Supplement, any trust agreements
related to the foregoing and any successor plans.

         "Severance Payment" shall mean the payment described in Section 6
hereof.

         "Termination Date" shall mean the date on which the employment of
Employee with Employer terminates.

         "Transaction" shall mean any merger, consolidation, tender or exchange
offer, dissolution, liquidation, sale or exchange of stock, business
combination, sale or exchange of all or substantially all assets,
demutualization or other similar transaction or combination of the foregoing by
or between persons who were not under common control prior to such transaction.




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