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EXHIBIT 4.19
ASSIGNMENT AND ASSUMPTION AGREEMENT
to
QUIPS GUARANTEE AGREEMENT
between
AMERICAN MUTUAL HOLDING COMPANY
and
AMERUS LIFE HOLDINGS, INC.
Dated September 20, 2000
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ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and entered
into as of the 20th day of September, 2000, between AMERICAN MUTUAL HOLDING
COMPANY, an Iowa mutual insurance holding company ("AMHC") and AMERUS LIFE
HOLDINGS, INC., an Iowa insurance holding company ("AmerUs").
WITNESSETH:
WHEREAS, AmerUs Capital II (the "Trust") was established as a business
trust under the Delaware Business Trust Act pursuant to a Trust Agreement, dated
as of April 14, 1998 (the "Original Declaration"), between AmerUs and First
Union Trust Company, National Association, as Trustee, and a Certificate of
Trust executed and filed with the Secretary of State of the State of Delaware on
April 14, 1998, for the sole purpose of issuing and selling certain securities
representing undivided beneficial interests in the assets of the Trust and
investing the proceeds thereof in certain Debentures (as defined in the
Declaration) of AmerUs;
WHEREAS, the Original Declaration was amended and restated, as of July 27,
1998 (the "Declaration"), by AmerUs, the trustees of the Trust, the
administrators of the Trust, and the holders of undivided beneficial interests
in the assets of the Trust to be issued from time to time, to provide for the
operation of the Trust and the issuance of Capital Securities and Common
Securities;
WHEREAS, AmerUs and First Union National Bank, a national banking
corporation, as trustee, for the benefit of the Holders from time to time of the
Capital Securities of the Trust, entered into a QUIPS Guarantee Agreement, dated
as of July 27, 1998 (the "QUIPS Guarantee Agreement"), in which the Guarantor
agreed to pay to the Holders the Guarantee Payments and to make certain other
payments on the terms and conditions set forth in the QUIPS Guarantee Agreement;
WHEREAS, AMHC has executed a Plan of Conversion, dated as of December 17,
1999, pursuant to which AMHC will convert from a mutual insurance holding
company into a stock holding company;
WHEREAS, AMHC and the Guarantor entered into an Agreement and Plan of
Merger, dated December 17, 1999, pursuant to which the Guarantor will merge with
and into AMHC, with AMHC as the surviving company (the "Merger") and AMHC will
thereafter change its name to AmerUs Group Co.;
WHEREAS, AMHC desires to assume the Guarantor's obligations under the QUIPS
Guarantee Agreement;
WHEREAS, this Assumption Agreement is being executed pursuant to Section
10.01 of the QUIPS Guarantee Agreement; and
WHEREAS, the Merger is permitted under Article Seven of the Indenture.
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NOW, THEREFORE, the parties agree as follows:
SECTION 1. Assignment. Upon the execution of this Agreement by the parties
hereto, AmerUs does hereby assign and transfer all of its
obligations under the QUIPS Guarantee Agreement to AMHC, as its
successor.
SECTION 2. Assumption. Upon the execution of this Agreement by the parties
hereto, AMHC does hereby absolutely and irrevocably accept the
foregoing assignment and hereby assumes to be solely responsible
for and to perform, as successor, AmerUs' obligations under the
QUIPS Guarantee Agreement.
SECTION 3. Definitions. For all purposes of this Agreement, except as
otherwise herein expressly provided, the definitions, terms
and expressions used herein shall have the same meanings as
corresponding definitions, terms and expressions used in the
QUIPS Guarantee Agreement.
SECTION 4. Effectiveness. This Agreement shall become effective as of the
Effective Time (as defined in the Agreement and Plan of Merger
referred to above) of the Merger.
SECTION 5. Binding Effect; Assigns. This Agreement shall be binding upon,
and shall enure to the benefit of, the parties thereto and their
respective successors and assigns.
SECTION 6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed to be an original, but
all of which together will constitute one and the same agreement.
SECTION 7. Governing Law. This Agreement will be governed by and interpreted
in accordance with the internal laws of the State of New York,
without giving effect to principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Assumption Agreement as of the date set forth above.
AMERICAN MUTUAL HOLDING COMPANY
By: /s/ Roger K. Brooks
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Name: Roger K. Brooks
Title: Chairman, President and
Chief Executive Officer
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AMERUS LIFE HOLDINGS, INC.
By: /s/ Roger K. Brooks
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Name: Roger K. Brooks
Title: Chairman, President and
Chief Executive Officer