AMENDMENT NUMBER ONE
ALL * AMERUS SAVINGS & RETIREMENT PLAN
FOR EMPLOYEES OF AMERUS GROUP CO.
WHEREAS, AmerUs Group Co., an Iowa Corporation, (formerly called
AmerUs Group Inc.), (the "Company") has heretofore established and maintains a
defined contribution plan for the benefit of certain of its employees and
certain employees of its affiliates designated as the "All * AmerUs Savings and
Retirement Plan for employees of AmerUs Group Co., (the "Plan");
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended effective as of February 3,
1997, as follows:
1. The name "AmerUs Group Co.," is hereby substituted for the name "AmerUs
Group Inc.," in each place where the latter name appears in the Plan.
2. Section T.23 is amended by adding the following new sentence immediately
after the first sentence thereof:
"An investment option may consist of a fund invested solely in
"qualifying employer securities" within the meaning of Section
407(d)(5) of ERISA without regard to the limitation on such investment
contained in Section
407(a)(3) of ERISA pursuant to Section 407(b)(1) of ERISA."
3. Article 5 is amended by inserting the following new Section 5.05 appearing
therein and the remaining of Sections of such Articles are appropriately
renumbered:
"SECTION 5.06. SHAREHOLDER RIGHTS WITH RESPECT TO COMPANY STOCK. (a)
VOTING SHARES OF COMPANY STOCK. The Trustee shall vote, in person or
by proxy, shares of common stock of AmerUs Life Holdings Inc.,
("Company Stock") held by the Trustee as instructed by Members. Each
Member shall be entitled to give voting instructions (i) with respect
to the number of shares of Company Stock allocated to his Account and
(ii) a portion of the aggregate number of shares of Company Stock held
by the Trustee for which no instructions are timely received by the
Trustee, as of the shareholder record date for such vote. Such
portion shall be determined by multiplying the aggregate number of
shares described in paragraph (ii) of the preceding sentence by a
fraction of the numerator of which is the number of shares of Company
Stock then allocated to the Accounts of each Member for whom the
Trustee has timely received voting instructions with respect to a
particular meeting of the Company's shareholders and the denominator
of which is the aggregate number of shares of Company Stock then
allocated to the Accounts of all such Members. Written notice of any
meeting of shareholders of the Company and a request for voting
instructions shall be given by the Committee or the Trustee, at such
time and in such manner as the Committee shall determine to each
Member entitled to give instructions for voting shares of Company
Stock at such meeting. The Committee shall establish and pay for a
means by which a Member can expeditiously deliver such voting
instructions to the Trustee. All such instructions shall be
confidential and shall not be disclosed to any person, including any
Company.
(b) TENDER OFFERS. (1) RIGHTS OF MEMBERS. In the event a tender
offer is made generally to the shareholders of AmerUs Life Holdings
Inc., to transfer all or a portion of their shares of Company Stock in
2
return for valuable consideration, including, but not limited to,
offers regulated by section 14(d) of the Securities Exchange Act of
1934, as amended, the Trustee shall respond to such tender offer in
respect of shares of Company Stock held by the Trustee in accordance
with instructions obtained from Members. Each Member shall be
entitled to instruct the Trustee regarding how to respond to any such
tender offer with respect to the number of shares of Company Stock
then allocated to his account. Each Member who does not provide
timely instructions to the Trustee shall be presumed to have directed
the Trustee not to tender shares of Company Stock allocated to his
account. A Member shall not be limited in the number of instructions
to tender or withdraw from tender which he can give, but a Member
shall not have the right to give instructions to tender or withdraw
from tender after a reasonable time established by the Trustee
pursuant to paragraph (3) below.
(2) DUTIES OF THE COMMITTEE. Within a reasonable time after the
commencement of a tender offer, the Committee shall provide to each
Member:
(i) the offer to purchase as distributed by the offeror to the
shareholders of AmerUs Life Holdings Inc.;
(ii) a statement of the shares of Company Stock allocated to his
or her Account; and
(iii) directions as to the means by which a Member can give
instructions with respect to the tender offer.
The Committee shall establish and pay for a means by which a Member
can expeditiously deliver instructions to the Trustee with respect to
a tender offer. All such instructions shall be confidential and
shall not be disclosed to any person, including any Company. The
3
Committee shall transmit, or cause to be transmitted, to the Trustee
aggregate numbers of shares to be tendered or withheld from tender
representing instructions of the Member. The Committee at its
election may engage an agent to receive instructions from Member and
transmit them to the Trustee.
For purposes of allocating the proceeds of any sale or exchange
pursuant to a tender offer, AmerUs Life Holdings Inc., or the
independent record keeper, as the case may be, shall then treat as
having been sold or exchanged from each of the individual Accounts or
Member who provided timely directions to the Trustee under this
Section 5.06 that number of shares of Company Stock subject to such
directions and the proceeds of such sale or exchange shall be
allocated accordingly. The adjustments to individual accounts
pursuant to the provisions of the Plan shall be made by the Company or
the independent record keeper, as the case may be, based on
information supplied by AmerUs Life Holdings Inc., or the Trustee.
(3) DUTIES OF THE TRUSTEE. The Trustee shall follow the instructions
of the Member with respect to the tender offer as transmitted to the
Trustee. The Trustee may establish a reasonable time, taking into
account the time restrictions of the tender offer, after which it
shall not accept instructions of Member.
4. Section 5.07 of the Plan (as renumbered) is amended by adding the following
new sentence at the end thereof:
"For purposes of this Article 5 (other than Section 5.05), a
beneficiary shall have all the rights of a
4
member prior to the distribution of the beneficiaries account
pursuant to Article 6."
5. Appendix A is amended by deleting Midland Financial Mortgage, AmerUs
Leasing Company, Midland Homes, Inc., Central Realty Advisors, Inc., and
including:
AmerUs Properties, Inc.
Iowa Realty Commercial
Iowa Title
Edina Realty Mortgage, formerly known as First Edina
Mortgage, L.L.C.
5
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized Officers on this 31st day of January, 1997.
AMERUS GROUP CO.
By: /s/ Victor N. Daley
_______________________________
Victor N. Daley
Title: Chairman,
Benefits and Pension Committee
ATTEST:
By: /s/ James A. Smallenberger
_______________________________
Title: Senior Vice President and Secretary
_____________________________________