8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 14, 2006

AMERUS GROUP CO.

(Exact name of registrant as specified in its charter)

Iowa	001-15166	42-1458424
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)
699 Walnut Street Des Moines, Iowa
(Address of principal executive offices)
(515) 362-3600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

__________________________________

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On November 15, 2006, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 12, 2006, by and among Aviva plc, a public limited company organized under the laws of England and Wales ("Aviva"), Libra Acquisition Corporation, an Iowa corporation and an indirect wholly owned subsidiary of Aviva (the "Merger Sub"), and AmerUs Group Co., an Iowa corporation ("AmerUs"), Merger Sub merged with and into AmerUs (the "Merger"), with AmerUs continuing after the Merger as an indirect wholly owned subsidiary of Aviva. Pursuant to the Merger Agreement, each outstanding share of the common stock of AmerUs, no par value per share (the "Common Stock") was converted in the Merger into the right to receive $69.00 in cash, without interest. In addition, each outstanding option to purchase Common Stock was canceled and converted into the right to receive an amount of cash per share equal to the excess, if any, of $69.00 over the exercise price of the option in accordance with the terms of the Merger Agreement. In addition, AmerUs' other equity incentive instruments were cashed out in the Merger in accordance with the terms of the Merger Agreement.

The foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to AmerUs' Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on July 13, 2006, and is incorporated herein by reference.

ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

In connection with the completion of the Merger, AmerUs has notified the New York Stock Exchange (the "Exchange") that each outstanding share of Common Stock was converted in the Merger into the right to receive $69.00 in cash, without interest, and has requested that the Exchange file a notification of removal from listing on Form 25 with the Commission with respect to the Common Stock. In addition, AmerUs has filed with the Commission a certification and notice of termination on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under Section 12(g) of the Exchange Act of 1934, as amended (the "Exchange Act") and that the reporting obligations of AmerUs under Sections 13 and 15(d) of the Exchange Act be suspended. Nothing in this Item 3.01 shall modify any reporting obligations that AmerUs may have under the indentures governing its outstanding debt.

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

Pursuant to the Merger Agreement, each outstanding share of Common Stock was converted in the Merger into the right to receive $69.00 in cash, without interest. See the disclosure regarding the Merger and the Merger Agreement under Item 2.01 above for additional information.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

As a result of the Merger, AmerUs became a wholly owned subsidiary of Aviva. See the disclosure regarding the Merger and the Merger Agreement under Item 2.01 above for additional information.

ITEM 5.02	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
	ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
	OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
	OFFICERS.

On November 15, 2006, the following directors of AmerUs resigned from its board of directors, effective upon completion of the Merger: David A. Arledge, Roger K. Brooks, Thomas F. Gaffney, Louis A. Holland, Ward M. Klein, John W. Norris Jr., Jack C. Pester, Heidi L. Steiger, Stephen Strome, John A. Wing, and F.A. Wittern Jr.

As provided in the Merger Agreement, Hans L. Carstensen III, Philip Gordon Scott, and Jeffery Jay Whitehead, the directors of Merger Sub, became directors of AmerUs upon completion of the Merger. In addition, as provided in the Merger Agreement, Thomas C. Godlasky, as the President and Chief Executive Officer of AmerUs, was elected as a director of Merger Sub.

Melinda S. Urion, Executive Vice President, Chief Financial Officer and Treasurer of AmerUs, will be leaving AmerUs effective December 15, 2006, in connection with the completion of the Merger, pursuant to the terms of a separation and release agreement between Ms. Urion and AmerUs, dated November 14, 2006 (the "Separation Agreement"). The Separation Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ITEM 5.03	AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
	CHANGE IN FISCAL YEAR.

In connection with the Merger, the Bylaws of AmerUs were amended and restated effective as of November 15, 2006. The Amended and Restated Bylaws of AmerUs are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

ITEM 8.01 OTHER EVENTS.

On November 15, 2006, AmerUs issued a press release announcing the completion of the Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of July 12, 2006, by and among Aviva plc, Libra Acquisition Corporation and AmerUs Group Co. (incorporated by reference to Exhibit 2.1 of AmerUs Group Co.'s Current Report on Form 8-K, filed on July 13, 2006).
3.1	Amended and Restated Bylaws of AmerUs Group Co.
10.1	Separation and Release Agreement, dated as of November 14, 2006, by and between Melinda S. Urion and AmerUs Group Co.
99.1	Press Release, dated November 15, 2006, issued by AmerUs Group Co.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMERUS GROUP CO.

Date:	November 15, 2006	By: /s/ Brenda J. Cushing
			Name:	Brenda J. Cushing
			Title:	Senior Vice President and Controller

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of July 12, 2006, by and among Aviva plc, Libra Acquisition Corporation and AmerUs Group Co. (incorporated by reference to Exhibit 2.1 of AmerUs Group Co.'s Current Report on Form 8-K, filed on July 13, 2006).
3.1	Amended and Restated Bylaws of AmerUs Group Co.
10.1	Separation and Release Agreement, dated as of November 14, 2006, by and between Melinda S. Urion and AmerUs Group Co.
99.1	Press Release, dated November 15, 2006, issued by AmerUs Group Co.

EX-3.(II)

BYLAWS

OF

AMERUS GROUP CO.

(an Iowa Corporation)

ARTICLE I.

OFFICES.

Section 1.Principal Office. The principal office of the Corporation shall be in the City of Des Moines, Polk County, Iowa. The Corporation may also have an office or offices at such other place or places either within or without the State of Iowa as the Board of Directors from time to time determines or the business of the Corporation may require.

Section 2.Registered Office. The registered office of the Corporation required by the Iowa Business Corporation Act to be maintained in the State of Iowa may be, but need not be, the same as the principal office of the Corporation in the State of Iowa, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II.

SHAREHOLDERS' MEETINGS.

Section 1.Place. All meetings of the shareholders shall be held in such place as may be ordered by the Board of Directors.

Section 2.Annual Meetings. The annual meeting of shareholders shall be held on such day in the month of May in each year and at such time as shall be selected by the Chairman of the Board, or, failing such selection, by the Board of Directors, when the shareholders shall elect the Board of Directors as provided in the Articles of Incorporation and these bylaws and transact such other business as may properly be brought before the meeting. The Board of Directors may, in its discretion, change the date or time, or both, of the annual meeting of shareholders.

Section 3.Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by each of the Chairman of the Board of Directors (if there be one), the President, the Board of Directors or the holders of at least ten percent (10%) of the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting (under such conditions as are prescribed in these bylaws).

Section 4.Notice. Notice, in accordance with the Iowa Business Corporation Act, stating the place, day and hour of the annual meeting and of any special meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given so that it is effective not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

Section 5.Right to Vote. Except as provided in Sections 8 and 9 of this Article II, only shareholders owning shares of stock of a class entitled to vote as required by the Iowa Business Corporation Act or as provided in the Articles of Incorporation of record on the books of the Corporation on the day fixed by the Board of Directors for the closing of the stock transfer books of the Corporation prior to any meeting of the shareholders, or, if the stock transfer books be not closed, of record on the books of the Corporation at the close of business on the day fixed by the Board of Directors as the record date for the determination of the shareholders entitled to vote at such meeting, shall be entitled to notice of and shall have the right to vote (either in person or by proxy) at such meeting.

Section 6.Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy (70) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. Except as provided in the Articles of Incorporation establishing one or more classes or series of Preferred Stock, if the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date immediately preceding the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 6, such determination shall apply to any adjournment thereof, except that the Board of Directors must fix a new record date if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

Section 7.Shareholders’ Lists. The officer having charge of the stock transfer books for shares of stock of the Corporation shall make a complete list of the shareholders entitled to vote at a meeting of shareholders or any adjournment thereof, arranged in alphabetical order and by voting group and within each voting group by class or series of shares, with the registered address of and the number of shares held by each, which list shall be kept on file at the principal office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours beginning two business days after notice of such meeting is given for which such list was prepared. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting or any adjournment thereof. The original stock transfer books shall be prima facie evidence as to the identity of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this Section 7 shall not affect the validity of any action taken at any such meeting.

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Section 8.Voting of Shares by Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

Shares held by a person who is an administrator, executor, guardian or conservator may be voted by such person, either in person or by proxy, without the transfer of such shares into the name of such person. Shares standing in the name of a trustee may be voted by such trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the name of such trustee.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the name of such receiver if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

On and after the date on which written notice of redemption of redeemable shares has been given to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

Shares of the Corporation are not entitled to be voted if they are owned, directly or indirectly, by a second corporation, and the Corporation owns, directly or indirectly, a majority of the shares entitled to vote for the election of directors of such second corporation, nor shall any such shares be counted in determining the total number of outstanding shares at any given time.

At all meetings of shareholders, a shareholder may vote either in person or by proxy appointment form executed in writing by the shareholder or by the duly authorized attorney-in-fact of such shareholder. Such proxy appointment and any revocation thereof shall be filed with the Secretary of the Corporation. No proxy appointment shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 9.Proxies. When a valid proxy appointment form is filed with the Secretary of the Corporation, the proxy named therein (or the duly appointed substitute of such proxy, if the proxy appointment permits the appointment of a substitute) shall be entitled to enter and be present at the shareholders’ meeting designated in the proxy appointment, and to exercise the power granted to such proxy under such proxy appointment, notwithstanding that the shareholder who gave the proxy appointment is personally present at the meeting, unless and until such proxy appointment is revoked by a written instrument of revocation, stating the time and date of revocation of the proxy appointment, duly signed by the shareholder who executed the proxy appointment, and filed with the Secretary of the Corporation at or prior to the meeting. Subject to any express limitation or restriction in any such proxy appointment contained, a vote, consent or

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action taken by a proxy prior to revocation thereof, as hereinbefore provided, shall be valid and binding on the shareholder who gave the proxy appointment. Each proxy appointment, and also each instrument of revocation thereof, shall be retained by the Secretary of the Corporation as required by regulatory authorities.

Section 10.Quorum. The holders of a majority of the votes of the shares entitled to vote thereat, represented in person or by proxy, shall constitute a quorum for the transaction of business at all meetings of the shareholders except as otherwise provided by the Iowa Business Corporation Act, the Articles of Incorporation or these bylaws. The holders of a majority of the votes of the shares present in person or by proxy at any meeting and entitled to vote thereat shall have power successively to adjourn the meeting to a specified date whether or not a quorum be present. If there are no shareholders entitled to vote thereat present in person or by proxy, the Chairman of the Board may adjourn the meeting. The time and place to which any such adjournment is taken shall be publicly announced at the meeting, and no further notice thereof shall be necessary. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called.

Section 11.Manner of Voting. If a quorum is present, the affirmative vote of the holders of a majority of the votes of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Iowa Business Corporation Act or the Articles of Incorporation.

Section 12.Officers of the Meeting-Powers. The Chairman of the Board of Directors (if there be one) or, in the absence of the Chairman of the Board, the President of the Corporation, or in the absence of the Chairman of the Board and the President, a Vice President, shall call meetings of the shareholders to order and shall act as chairman thereof. The Board of Directors may appoint any shareholder to act as chairman of any meeting in the absence of the Chairman of the Board of Directors, the President and any Vice President, and in the case of the failure of the Board to appoint a chairman, the shareholders present at the meeting shall elect a chairman who shall be either a shareholder or a proxy of a shareholder.

The Secretary of the Corporation shall act as secretary at all meetings of shareholders. In the absence of the Secretary at any meeting of shareholders, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 13.Power of Chairman. The order of business at all shareholders’ meetings shall be as determined by the chairman of the meeting. The chairman of any shareholders’ meeting shall have power to determine the eligibility of votes, and may reject votes, whether cast in person or by proxy, as irregular, unauthorized, or not cast in accordance with the Articles of Incorporation or these bylaws. The decisions of such chairman as to such matters shall be final unless challenged from the floor, immediately after being announced and overruled by the vote of the holders of a majority of the votes of the shares represented at the meeting. Such chairman may appoint inspectors of election to count ballots, whenever voting is by ballot. Such chairman shall have power to order any unauthorized persons to leave the meeting and to enforce such orders, and shall have and exercise all power and authority, and perform all duties customarily possessed and performed by the presiding officer of such a meeting.

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Section 14.Actions Without A Meeting. Any action required or permitted to be taken at any annual meeting or special meeting of shareholders may be taken without a meeting, without prior notice, except where such prior notice is required by the Iowa Business Corporation Act; and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than ninety percent (90%) of the votes entitled to vote at the meeting at which all shares entitled to vote on the action were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Iowa, in its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings or meetings of shareholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

ARTICLE III.

BOARD OF DIRECTORS.

Section 1.Powers. The business and affairs of the Corporation shall be managed by the Board of Directors.

Section 2.Number and Qualification of Directors. The number of directors shall be fixed by resolution of the Board of Directors within the range established in the Articles of Incorporation, and the number of directors may be increased or decreased and fixed from time to time by resolution of the Board of Directors within such range, provided no decrease shall have the effect of shortening the term of any incumbent director. A director may but need not be a shareholder or a resident of the State of Iowa. Each director shall be elected to serve until the end of his or her term and until the successor of such director shall be elected or appointed as provided in Section 4 of this Article III, and shall have qualified.

Section 3.Vacancies. If a vacancy in the Board of Directors shall occur by reason of death, resignation, retirement, disqualification, removal from office, an increase in the number of members, or otherwise, a majority of the remaining directors, though less than a quorum, may appoint a director to fill such vacancy, who shall hold office for the unexpired term of the directorship in respect of which such vacancy occurred or for the full term of any new directorship caused by any increase in the number of members.

Section 4.Time and Place of Meetings. A regular meeting of the Board of Directors shall be held, without notice other than this bylaw, immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Iowa, for the holding of additional regular meetings without other notice than such resolution.

Section 5.Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called by the Chairman of the Board of Directors (if there be one), by the President or by a majority of the members of the Board, and shall be held at such place as may be fixed by the person or persons calling such meeting and as shall be specified in the notice of such meeting. The Secretary or an assistant secretary shall give not less than two (2) days’ notice

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of the date, time and place of each such meeting to each director in the manner provided in Section 6 of this Article III. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice given, or waiver of notice obtained, of such meeting as provided in Section 6 or 7, as the case may be, of Article III.

Section 6.Manner of Giving Notice of Meetings. Notice of any special meeting of the Board of Directors may be given to any director by telephone, facsimile or by telegram addressed to such director at such address as last appears in the records of the Secretary of the Corporation or by mail by depositing the same in the post office or letter box in a postpaid, sealed envelope addressed to such director at such address or by placing with a courier or delivery service with instructions for express delivery to such director at such address.

It shall be the duty of every director to furnish the Secretary of the Corporation with the post office address of such director and to notify the Secretary of any change therein.

Section 7.Waiver of Notice. Whenever any notice is required to be given to directors under the provisions of the Iowa Business Corporation Act or of the Articles of Incorporation or these bylaws, a waiver thereof in writing signed by the director entitled to such notice, whether before, at or after the time stated therein, shall be deemed equivalent thereto. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 8.Quorum. At all meetings of the Board of Directors, one-third of the number of directors fixed by resolution of the Board of Directors in accordance with Article III, Section 2 of these bylaws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Iowa Business Corporation Act or by the Articles of Incorporation or by these bylaws. If a quorum shall not be present at any meeting of directors, the director or directors present may adjourn the meeting to a specified time, without notice other than announcement at the meeting.

Section 9.Conduct of Meetings. The Chairman of the Board of Directors (if there be one) or, in the absence of the Chairman of the Board, the President of the Corporation shall act as the presiding officer at Board of Director meetings, and the Secretary or an assistant secretary of the Corporation shall act as the secretary of the meeting. In the absence of the Chairman of the Board of Directors (if there be one) and the President, the Board of Directors may appoint a director to act as the presiding officer. The presiding officer at Board of Director meetings shall be entitled to vote as a director on all questions.

Minutes of all meetings of the Board of Directors shall be permanently kept by the Secretary, and all minutes shall be signed by the secretary of the meeting.

The Board of Directors shall have power to formulate rules and regulations governing the conduct of Board of Director meetings and the procedure thereat.

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Section 10.Executive and Other Committees. The Board of Directors may, by resolution adopted by a majority of the number of directors fixed in accordance with Article III, Section 2 of these bylaws, designate from among its members an executive committee, and one or more other committees, each of which, to the extent provided in such resolution and permitted by the Iowa Business Corporation Act, shall have and may exercise all the authority of the Board of Directors.

Section 11.Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of directors. Any director may serve the Corporation in any other capacity and receive compensation therefor.

Section 12. Indemnification of Directors, Officers and Employees.

(a)Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative or arbitration and whether formal or informal (“proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer or employee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity while serving as a director, officer or employee or in any other capacity while serving as a director, officer or employee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the Iowa Business Corporation Act permitted the Corporation to provide prior to such amendment), against all reasonable expenses, liability and loss (including, without limitation, attorneys’ fees, all costs, judgments, fines, Employee Retirement Income Security Act excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Such right shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, the payment of such expenses incurred by a director, officer or employee in his or her capacity as a director, officer or employee (and not in any other capacity in which service was or is rendered by such person while a director, officer or employee including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the Corporation of (i) a written undertaking, by or on behalf of such director, officer or employee to repay all amounts so advanced if it should be determined ultimately that such director, officer or employee is not entitled to be indemnified under this Section or otherwise, or (ii) a written affirmation by or on behalf of such director, officer or employee that, in such person’s good faith belief, such person has met the standards of conduct set forth in the Iowa Business Corporation Act.

(b)Right of Claimant to Bring Suit. If a claim under paragraph (a) is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expenses of prosecuting such claim. It shall be a defense to any such action that the

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claimant has not met the standards of conduct which make it permissible under the Iowa Business Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Iowa Business Corporation Act, shall not be a defense to the action or create a presumption that claimant had not met the applicable standard of conduct.

(c)Benefit. Indemnification provided hereunder shall, in the case of the death of the person entitled to indemnification, inure to the benefit of such person’s heirs, executors or other lawful representatives. The invalidity or unenforceability of any provision of this Section 12 shall not affect the validity or enforceability of any other provision of this Section 12.

(d)Certain Actions; Presumption of Standard of Conduct. Any action taken or omitted to be taken by any director, officer or employee in good faith and in compliance with or pursuant to any order, determination, approval or permission made or given by a commission, board, official or other agency of the United States or of any state or other governmental authority with respect to the property or affairs of the Corporation or any such business corporation, not-for-profit corporation, joint venture, trade association or other entity over which such commission, board, official or agency has jurisdiction or authority or purports to have jurisdiction or authority shall be presumed to be in compliance with the standard of conduct set forth in Section 490.851 (or any successor provision) of the Iowa Business Corporation Act whether or not it may thereafter be determined that such order, determination, approval or permission was unauthorized, erroneous, unlawful or otherwise improper.

(e)Litigation; Presumption of Standard of Conduct. Unless finally determined, the termination of any litigation, whether by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the action taken or omitted to be taken by the person seeking indemnification did not comply with the standard of conduct set forth in Section 490.851 (or successor provision) of the Iowa Business Corporation Act.

(f)Non-Exclusivity of Rights. The rights conferred on any person by this Section 12 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

(g)Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any such director, officer or employee of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Iowa Business Corporation Act.

Section 13.Action by Directors Without a Meeting. Any action required to be taken at a meeting of the Board of Directors or a committee of directors and any other action which may be taken at a meeting of the Board of Directors or a committee of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the

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directors or all of the members of the committee of directors, as the case may be, entitled to vote with respect to the subject matter thereof.

Section 14.Telephonic Meetings. Unless otherwise restricted by the Articles of Incorporation or these bylaws, members of the Board of Directors may participate in a meeting of the Board of Directors, or any committee thereof, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

ARTICLE IV.

OFFICERS.

At the first regular meeting of the Board of Directors following each annual meeting of the shareholders, the Board of Directors shall elect a President, a Secretary and a Treasurer; and the Board of Directors may at any meeting elect or appoint a Chairman of the Board of Directors, vice presidents and other officers or assistants to officers.

The Chairman of the Board of Directors (if there be one) shall be selected from among the members of the Board of Directors. Other officers may be, but are not required to be directors. An officer may be, but need not be, a shareholder of the Corporation.

Subject to the power of the Board of Directors to remove any officer from office at any time when in its judgment the best interests of the Corporation will be served thereby, each officer shall serve until the successor of such officer is elected or appointed, unless his tenure of office is otherwise fixed by the Board of Directors by resolution, contract or agreement for a different period of time.

The Board of Directors shall have power to fix the compensation of each officer, to decrease or increase such compensation, to prescribe the duties of such officer, to change the nature of such duties, or to remove such officer from office and elect or appoint the successor of such officer, in each case subject to the terms of any agreement between such officer and the Corporation.

Section 1.Chairman of the Board of Directors. The Chairman of the Board of Directors (if there be one) shall preside at all meetings of the shareholders and of the directors, at which the Chairman is present. The Chairman shall perform all duties incident to the office of Chairman of the Board of Directors and such other duties as, from time to time, may be assigned to the Chairman by the Board of Directors, and, if so designated by an appropriate resolution of the Board of Directors or an agreement between the Chairman and the Corporation, shall be the chief executive officer of the Corporation, subject, however, to the right of Board of Directors to delegate any specific power to any other officer or officers of the Corporation; and the Chairman shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 2.President. The President of the Corporation shall have general and active management of and exercise general supervision of the business and affairs of the Corporation and, if so designated by an appropriate resolution of the Board of Directors, or an agreement between the President and the Corporation, shall be the chief executive officer of the Corporation, subject,

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however, to the right of the Board of Directors to delegate any specific power to any other officer or officers of the Corporation; and the President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have concurrent power with the Chairman of the Board of Directors to sign bonds, mortgages, certificates for shares, and other contracts and documents, except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board of Directors, or by these bylaws to some other officer of the Corporation. In the absence of the Chairman of the Board of Directors or in the event of the disability or refusal of the Chairman to act, the President shall have such other powers as are vested in the Chairman of the Board of Directors. In general, the President shall perform the duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 3.Vice Presidents. The vice presidents shall perform such of the duties and exercise such of the powers of the President as shall be assigned to them from time to time by the Board of Directors or the President, and shall perform such other duties as the Board of Directors or the President shall from time to time prescribe. Any vice president may sign certificates for shares of the Corporation and any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, which authorizations may be either specific or general. In case of the death, disability or absence of the Chairman of the Board of Directors (if there be one) and the President, then a vice president shall perform the duties of the President, including interim duties, and when so acting shall have all the powers of and be subject to all restrictions upon the President.

Section 4.Secretary. The Secretary shall attend all meetings of the shareholders and of the Board of Directors and shall keep the minutes of such meetings. The Secretary shall perform like duties for the standing committees of the Board of directors when required. Except as otherwise provided by these bylaws or by the Iowa Business Corporation Act, the Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chairman of the Board of Directors (if there be one) or the President.

The Secretary shall have custody of the minute books, containing the minutes of shareholders’ and directors’ meetings, of the stock books of the Corporation, and of all corporate records. The Secretary shall have the duty to see that the books, reports, statements, certificates and all other documents and reports of the Corporation required by law are properly prepared, kept and filed. The Secretary shall, in general, perform all duties incident to the office of Secretary.

Section 5.Assistant Secretaries. The assistant secretaries shall perform such of the duties and exercise such of the powers of the Secretary as shall be assigned to them from time to time by the Board of Directors or the Chairman of the Board of Directors (if there be one) or the President or the Secretary, and shall perform such other duties as the Board of Directors or the Chairman of the Board of Directors (if there be one) or the President shall from time to time prescribe.

Section 6.Treasurer. The Treasurer shall have the custody of all moneys, stocks, bonds and other securities of the Corporation, and of all other papers on which moneys are to be received and of all papers which relate to the receipt or delivery of the stocks, bonds, notes and

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other securities of the Corporation in the possession of the Treasurer. The Treasurer is authorized to receive and receipt for stocks, bonds, notes and other securities belonging to the Corporation or which are received for its account, and to place and keep the same in safety deposit vaults rented for the purpose, or in safes or vaults belonging to the Corporation. The Treasurer is authorized to collect and receive all moneys due the Corporation and to receipt therefor, and to endorse all checks, drafts, vouchers or other instruments for the payment of money payable to the Corporation when necessary or proper and to deposit the same to the credit of the Corporation in such depositaries as the Treasurer may designate for the purpose, and the Treasurer may endorse all commercial documents for on behalf of the Corporation. The Treasurer is authorized to pay interest on obligations when due and dividends on stock when duly declared and payable. The Treasurer shall, when necessary or proper, disburse the funds of the Corporation, taking proper vouchers for such disbursement. The Treasurer shall cause to be kept in the office of the Treasurer true and full accounts of all receipts and disbursements, and shall render to the Board of Directors and the Chairman of the Board of Directors (if there be one) or the President, whenever they may require it, an account of all the transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as may be prescribed by the Board of Directors or the Chairman of the Board of Directors (if there be one) or the President. The Treasurer shall, in general, perform all duties usually incident to the office of the Treasurer.

Section 7.Assistant Treasurers. The assistant treasurers shall perform such of the duties and exercise such of the powers of the Treasurer as shall be assigned to them from time to time by the Board of Directors or the Chairman of the Board of Directors (if there be one) or the President or the Treasurer, and shall perform such other duties as the Board of Directors or the Chairman of the Board of Directors (if there be one) or the President shall from time to time prescribe.

ARTICLE V.

STOCK CERTIFICATES.

Section 1.Registrars and Transfer Agents. The Board of Directors shall determine the form of and provide for the issue, registration and transfer of the stock certificates representing stock of the Corporation, and may appoint registrars and transfer agents, who may be natural persons or corporations. The office of any transfer agent or registrar may be maintained within or without the State of Iowa.

Section 2.Signatures. Any stock certificates issued by the Corporation shall bear the signatures of the Chairman of the Board of Directors (if there be one), or the President or any Vice President and of the Secretary or any Assistant Secretary and such officers are hereby authorized and empowered to sign such certificates when the issuance thereof has been duly authorized by the Board of Directors; provided, however, that if certificates representing shares of any class or series of stock issued by the Corporation are countersigned by manual signature by a transfer agent, other than the Corporation or its employee, or registered by manual signature by a registrar, other than the Corporation or its employee, any other signature on such certificate may be a facsimile, engraved, stamped or printed. In case any person who is an officer who has signed or whose facsimile signature has been placed upon such certificate representing stock of the Corporation shall cease to be such officer of the Corporation before such certificate is issued, such certificate

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may be issued by the Corporation with the same effect as if such person was such officer at the date of its issue.

Section 3.Transfers. Transfers of shares shall be made on the books of the Corporation only by the registered owner thereof (or the legal representative of such owner, upon satisfactory proof of authority therefor), or by the attorney of such owner lawfully constituted in writing by documents filed with the Secretary or transfer agent of the Corporation, and only upon surrender of the certificate to be transferred, or delivery of an order of such owner if such shares are not represented by a certificate, and payment of applicable taxes with respect to such transfer, unless otherwise ordered by the Board of Directors.

Section 4.Lost or Destroyed Certificates. New certificates may be issued to replace lost, stolen or destroyed certificates, upon such terms and conditions as the Board of Directors may prescribe.

Section 5.Rights of Registered Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered or shown on its books as the owner of shares of its stock to receive dividends or any other distribution thereon, or to vote such shares, and to treat such person as the owner of such shares for all purposes and the Corporation shall not be bound to recognize any equitable or other claim to or interest in its shares on the part of any person other than the registered or record owner thereof, whether or not it shall have notice thereof.

ARTICLE VI.

GENERAL PROVISIONS.

Section 1.Instruments Affecting Real Estate. Deeds, mortgages and other instruments affecting real estate owned by the Corporation, the execution of which has been duly authorized by the Board of Directors, shall be signed on behalf of the Corporation by the Chairman of the Board of Directors (if there be one) or the President or any vice president and by the Secretary or any assistant secretary. Leases, contracts to purchase, and other instruments whereby the Corporation acquires, in the ordinary course of business, an interest in real estate owned by others may be executed on behalf of the Corporation by the Chairman of the Board of Directors (if there be one), the President or by any officer or employee of the Corporation thereunto authorized by the Chairman of the Board of Directors (if there be one) or the President, without obtaining specific authorization therefor from the Board of Directors.

Section 2.Other Instruments. Bonds, notes and other secured or unsecured obligations of the Corporation, when duly authorized by the Board of Directors, may be executed on behalf of the Corporation by the Chairman of the Board of Directors (if there be one) or the President or any vice president, or by any other officer or officers thereunto duly authorized by the Board of Directors and the signature of any such officer may, if the Board of Directors shall so determine, be a facsimile. Contracts and other instruments executed in the ordinary course of business may be signed on behalf of the Corporation by the Chairman of the Board of Directors (if there be one) or the President or by any officer or employee of the Corporation thereunto authorized by the Chairman of the Board of Directors (if there be one) or the President, without obtaining specific authorization therefor from the Board of Directors.

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Section 3.	Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
Section 4.	No Corporate Seal. The Corporation shall have no corporate seal.

Section 5.Stock in Other Corporations. Unless otherwise ordered by the Board of Directors, the Chairman of the Board of Directors (if there be one) or the President or any vice president of the Corporation (i) shall have full power and authority to act and vote, in the name and on behalf of this Corporation, at any meeting of shareholders of any corporation in which this Corporation may hold stock, and at any such meeting shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock, and (ii) shall have full power and authority to execute, in the name and on behalf of this Corporation, proxies authorizing any suitable person or persons to act and to vote at any meeting of shareholders of any corporation in which this Corporation may hold stock, and at any such meeting the person or persons so designated shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock.

ARTICLE VII.

AMENDMENTS.

These bylaws may be altered, amended or repealed and new bylaws may be adopted by vote of a majority of the Board of Directors at any regular or special meeting of the Board of Directors.

EX-10

November 14, 2006

Melinda Urion

2759 NW 161^st Street

Clive, Iowa 50325

Re: Separation and Release Agreement

Dear Melinda:

This is written in light of the indication by Aviva PLC ("Aviva") that it desires and intends to use its own Chief Financial Officer to conduct the business of AmerUs Group Co. (“AmerUs”) subsequent to its acquisition of AmerUs (the "Closing" of the "Merger" pursuant to the "Merger Agreement"). Consequently, this will confirm our understanding and agreement (“Agreement”) with respect to the following:

(i) terms and conditions primarily associated with your continued employment by AmerUs during the transition period described below and with the termination of your employment as Executive Vice President and Chief Financial Officer of AmerUs (the " Employment Provisions");

(ii) provisions amending your Supplemental Benefit Agreement entered into with AmerUs effective February 3, 2003 (the "Supplemental Benefit Agreement Provisions");

(iii) the restrictive covenant provisions (the "Covenant Provisions"); and

(iv) your waiver and release of AmerUs and Aviva (the "Waiver Provisions").

All provisions of this Agreement shall become effective and enforceable when this Agreement has been completely executedand delivered and the revocation period described in Paragraph 16 hereof has passed.

A "Qualifying Termination" hereunder shall occur only when (i) your employment is terminated by AmerUs without "Cause" (as defined in Paragraph 1(k) below) and (ii) prior to such termination, you have continued to devote your full-time attention, best efforts and cooperation in furthering the business and interests of AmerUs. The date of any termination of your employment (whether or not a Qualifying Termination) is called the "Last Date of Employment". It is agreed that, if you have not previously resigned, been terminated without Cause after the Closing or been terminated for Cause, AmerUs shall terminate your employment without Cause on December 15, 2006; provided, however, that, if the Closing shall not have occurred before December 15, 2006 and the Merger Agreement shall not have been terminated before December 15, 2006, AmerUs shall terminate your employment without Cause immediately af ter the Closing. If the Merger Agreement shall be terminated, this Agreement shall immediately become null and void ab initio.

Employment Provisions

1. The following Employment Provisions are agreed in consideration of the mutual promises and assurances made herein:

a. Base Compensation and MIP – In return for your full-time attention, best efforts and cooperation in furthering the business and interests of AmerUs from the date of this Agreement through your Last Date of Employment, you shall be paid (i) your regular base compensation ($400,000 annualized) and (ii) a 2006 MIP bonus of not less than $200,000. Your base compensation shall continue to be paid bi-monthly consistent with the current payroll practices of AmerUs. Your 2006 MIP bonus shall be paid in February 2007, provided that your employment shall not have terminated prior to December 15, 2006 in other than a Qualifying Termination and provided that there shall be no duplication of any MIP-related amount paid to you pursuant to MIP amendments made in accordance with the Merger Agreement. All such payments shall be subject t o regular withholding and deductions.

b. All*AmerUs Savings & Retirement Plan – Your active participation in the 401(k) Savings and Retirement Plan shall end on your Last Date of Employment. You currently are vested in the salary deferral and employer matching contributions. In accordance with the Merger Agreement, AmerUs will amend the Plan prior to the Closing to provide that the account of any plan participant involuntarily terminated without cause during the 24-month period following the Closing shall be fully vested. You acknowledge that if you resign or are terminated for "cause" (as defined in the Plan) prior to your normal vesting date of March 1, 2007, the 4% core contribution shall be forfeited.

c. Supplemental Executive Retirement Plan (SERP) – Your participation in the SERP shall end on your Last Date of Employment. You currently are vested in the salary deferral and employer matching contributions. As of March 1, 2007, or, if earlier, upon a Qualifying Termination, you also will be vested in the 4% core contribution. If you resign or are terminated for Cause prior to March 1, 2007, the 4% core contribution shall be forfeited. It is understood that you have received a SERP statement indicating that you are vested in the 4% core contribution, but the statement was in error. However, as indicated in the third sentence of this paragraph, upon a Qualifying Termination you will be vested in the 4% core contribution.

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d. Long-Term Incentive Plan (LTIP) – You have earned 3,000 performance shares related to the book value per share (BVPS) component of the 2004 LTIP award. To the extent, if any, payment has not previously been made in connection with the Merger, this payment shall be made in February 2007, provided that your employment shall not have terminated prior to December 15, 2006 in other than a Qualifying Termination, and shall be based on the AmerUs stock price on the payment date, if AmerUs stock shall be publicly traded on such date, or, if not, shall be based on the "Merger Consideration" (as defined in the Merger Agreement). You will receive payments with respect to your 2005 and 2006 LTIP awards in accordance with the Merger Agreement.

e. MIP Deferral Plan – Your participation in the MIP Deferral Plan ends on your Last Date of Employment. Following a Qualifying Termination, to the extent, if any, payment has not previously been made in connection with the Merger, you shall receive the shares purchased with your 2004 MIP deferral and a pro-rated portion of the employer match less applicable taxes. This distribution will be based on the closing price of AmerUs stock on your Last Date of Employment, if AmerUs stock shall be publicly traded on such date, or, if not, shall be based on the Merger Consideration.

Because you are a "key officer" of the organization, the distribution of your 2005 and 2006 MIP deferrals in this non-qualified plan is subject to the restrictions imposed under Section 409A of the Internal Revenue Code and regulations and rulings issued thereunder. As a result, to the extent, if any, that payment has not previously been made in connection with the Merger, the distribution of shares purchased with your 2005 and 2006 MIP deferrals and the pro-rated employer match on these deferrals may be suspended for six months from your Last Date of Employment. This distribution will be based on the closing AmerUs stock price on your Last Date of Employment, if AmerUs stock shall be publicly traded on such date, or, if not, shall be based on the Merger Consideration.

f. Vacation Pay – You shall be paid an amount with respect to any accrued and unused vacation due you in the month following your Last Date of Employment in accordance with AmerUs policies and practices. You shall not be entitled to carry over more than eighty (80) hours from 2006 into 2007.

g. Other Benefits – Any additional benefits you receive (including, without limitation, car allowance, tax preparation service, professional license reimbursement, matching gift participation, Mayo Executive Health Program, premium discounts for any

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individual life or annuity policies) shall end on your Last Date of Employment, except as, and unless, continued pursuant to your Supplemental Benefit Agreement.

h. 409A Indemnity. AmerUs agrees that it will timely amend and operate any and all of its non-qualified deferred compensation plans and arrangements in which you participate to comply with the requirements of Section 409A of the Internal Revenue Code, or an applicable exception to such requirements, and that it will indemnify you, on a fully tax-adjusted basis, for any additional income taxes, penalties, interests, and related expenses resulting from any failure of AmerUs to so timely amend and operate such plans and arrangements.

i. Change in Location. You understand and agree that, subject to the sole discretion of the Chief Executive Officer or the Board of Directors of AmerUs, you may be relieved of certain or all of your current duties between the time this Agreement is executed and your Last Date of Employment, or you may be asked to perform your duties from a mutually agreed-upon location, other than AmerUs. In such event, you shall be obliged to continue to use your best efforts to cooperate with the transition process associated with your departure in a manner that furthers the business and interests of AmerUs.

j. Rights to Vested Benefits. You will retain all rights to vested benefits, if any, under any AmerUs retirement plans in accordance with the terms of those plans.

k. Termination for Cause. You agree that your employment and AmerUs’ obligations hereunder may be terminated for Cause. In the event of such termination for Cause, you shall receive only base salary payments through the date of such termination. You agree in the event of a termination for Cause you shall not be entitled to any other benefits under this Agreement or the Supplemental Benefit Agreement and that any rights and benefits you may have under the employee benefit plans and programs of AmerUs, in which you are a participant, shall be determined in accordance with the terms and provisions of those plans given the circumstances surrounding your termination. You understand and agree in the event of your termination for Cause your obligations under Paragraphs 4-11 hereof remain in effect. For purposes of this Agreement, "Cause" is defined as personal dishonesty related to your employment with AmerUs, gross negligence related to your employment with AmerUs, willful misconduct related to your employment with AmerUs, breach of fiduciary duty related to your employment with AmerUs involving personal profit, intentional

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failure to perform stated duties, or your conviction of any felony or misdemeanor involving dishonesty or moral turpitude, which, in each case, has not been cured by you within 30 days after a written notice is delivered to you by AmerUs, which specifically identifies the circumstances which constitute Cause.

l. Performance Bonus. Upon a Qualifying Termination, you shall be entitled to receive a bonus of not more than $50,000, the exact amount to be determined by the Chief Executive Officer of AmerUs, based on your performance through your Last Date of Employment.

m. Initial Separation Payment. When this Agreement has been completely executed and delivered and the revocation period described in Paragraph 16 hereof has passed, you shall become entitled to receive a payment in the amount of $25,000, which shall become payable at the end of your Last Day of Employment (the "Initial Separation Payment").

n. Final Separation Agreement. A form of Final Separation Agreement is attached hereto as Exhibit A. You will be asked to execute a Final Separation Agreement substantially in the form attached hereto on or after your Last Day of Employment; however, the provisions of this Agreement are not contingent upon your execution of the Final Separation Agreement.

o. 409A Effect on Certain Payments. Notwithstanding any provision to the contrary in this Agreement (and as briefly discussed with respect to MIP deferral payments in Paragraph 1(e)), if you are deemed on the Last Date of Employment to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then, with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B), such payment or benefit shall not be made or provided (subject to the last sentence of this paragraph) prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of your "separation from service" (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of your death (the "Deferral Period"). Upon the expiration of the Deferral Period, all payments and benefits deferred pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be

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required to be delayed if the premiums therefore were paid by you, you shall pay the full cost of premiums for such welfare benefits during the Deferral Period and the Employer shall pay you an amount equal to the amount of such premiums paid by you during the Deferral Period promptly after its conclusion.

Supplemental Benefit Agreement Provisions

2. The parties agree that your Supplemental Benefit Agreement is hereby amended as stated on Exhibit B hereto, effective when this Agreement has been completely executed and delivered and the revocation period described in Paragraph 16 hereof has passed. If on or before your Last Date of Employment there is a “Change in Control” as defined in the Supplemental Benefit Agreement, then it is mutually understood that on a date to be determined by AmerUs, provided that you have not resigned or had your employment terminated for Cause prior to such date, AmerUs shall terminate your employment without Cause (as defined both in the Supplemental Benefit Agreement and herein), and you shall be entitled to receive those benefits provided for under the Supplemental Benefit Agreement, as amended hereby, provided that there shall be no duplication of any benefit provided pursuant to Paragraph 1 hereof.

Waiver Provisions

3. You confirm that you are given consideration herein which includes consideration (for example, the Initial Separation Payment) which is in addition to any amounts to which you are already entitled and that the consideration is adequate and satisfactory in exchange for the assurances you make in this Agreement, including the release given in Paragraph 4 below, and that AmerUs has no further obligation to you including, without limitation, any obligation under any bonus, long term incentive or other benefit or compensation plan or agreement, except as specifically provided in this Agreement or your Supplemental Benefit Agreement, as amended herein.

4. You acknowledge and agree, on behalf of yourself and for anyone else who may make a claim on your behalf, including but not limited to your successors and beneficiaries:

a. You will not pursue and you knowingly and voluntarily release and discharge AmerUs and Aviva, and any subsidiary companies, related entities, affiliates, operating groups, successors and assigns of either AmerUs or Aviva, and their officers, directors, employees, shareholders, employee benefit plans, representatives and agents (“Releasees”) from all charges, complaints, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses

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(including attorneys’ fees and legal expenses)(hereinafter “Claims”) of any nature whatsoever, known or unknown, which you now have, had, or may hereafter claim to have had against any of the Releasees by reason of any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred in connection with your employment with AmerUs, the contractual arrangements made herein with respect to your separation from employment with AmerUs which will be effective on or before December 15, 2006 (or such later date as may be provided by the last sentence immediately preceding Paragraph 1 hereof), and any other matter that is the subject of the release given in this Paragraph 4.

b. Your release of Claims against the above Releasees includes, but is not limited to, all Claims arising from or in connection with your employment with AmerUs up to and including the date you sign this Agreement, including but not limited to all Claims under the following statutes and court-made legal principles:

1) The Employee Retirement Income Security Act of 1974, as amended;

2) Title VII of the Civil Rights Act of 1964, as amended;

3) Civil Rights Act of 1991;

4) The Americans with Disabilities Act;

5) The Iowa Civil Rights Act and any other applicable civil rights laws or regulations;

6) Any applicable municipal civil rights ordinance;

7) The Family and Medical Leave Act and any applicable state family and medical leave statute;

8) The Age Discrimination in Employment Act of 1967, as amended by the Older Workers’ Benefit Protection Act;

9) Any express or implied contract right;

10) Any applicable wage payment laws;

11) Any cause of action alleging defamation, invasion of privacy, breach of the covenant of good faith and fair dealing, wrongful discharge in violation of public policy, intentional infliction of emotional distress or promissory estoppel; and

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12) Any other common law or statutory claim, including, without limitation, claims for unemployment insurance benefits.

c. Your release of claims does not include your rights, if any, to claim the following: claims for your vested post-termination benefits under any 401K or similar retirement benefit plan, your COBRA rights, your rights to enforce the terms of this Agreement, your rights to assert claims that are based solely on events occurring after this Agreement is signed by you, or your rights under any statute, contract, or the common law to seek a defense and/or indemnification from AmerUs or Aviva, as its successor in interest, for any demands, claims, suits, or actions brought against you by any third party arising from or connected with the performance of your duties for AmerUs.

d. You hereby acknowledge that you have no known workplace injuries or occupational diseases that have not yet been reported to AmerUs.

e. You hereby acknowledge and agree that the release given in this Paragraph 4 and the provisions contained in Paragraph 5 below are essential and material terms of this Agreement and without them no agreement would have been reached between you and AmerUs.

f. You also expressly acknowledge that this Agreement may be pled as a complete defense and will fully and finally bar any and all Claims released herein, whether known or unknown, against any or all of the Releasees based on any matter, act, omission, transaction, occurrence, or event that has occurred or is alleged to have occurred up to the date of this Agreement.

g. It is acknowledged that, while you waive claims for remedies against Releasees as part of this Agreement, nothing in this Agreement shall limit the ability of you or AmerUs or Aviva (or any of their officers, directors, employees, representatives, agents or assigns) to confer with legal counsel, to testify truthfully under subpoena or court order, or to initiate, provide truthful information for, or cooperate with, an investigation by a municipal, state, or federal agency for enforcement of laws.

5. You agree to secure the dismissal, with prejudice, of any proceeding, grievance, action, charge or complaint, if any, that you or anyone else on your behalf has filed or commenced against AmerUs, Aviva or any of the other Releasees with respect to any matter involving your employment with AmerUs, the contractual arrangements made herein with respect to

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your separation from employment with AmerUs, or any other matter that is the subject of the release given in Paragraph 4.

Covenant Provisions

6. You agree not to apply for employment with AmerUs or any of its subsidiaries, related entities, or successors subsequent to the termination of your employment hereunder.

7. You agree to cooperate with any of the Releasees in the prosecution and/or defense of any claim in which they may have an interest (with the right of reimbursement for reasonable out-of-pocket expenses actually incurred) which may include, without limitation, being available to participate in any proceeding involving any of the Releasees, permitting interviews with representatives of the Releasees, appearing for depositions and trial testimony, and producing and/or providing any documents or names of other persons with relevant information in your possession or control arising out of your employment in a reasonable time, place and manner.

8. You agree that you will not use, divulge, sell or deliver to or for yourself or any other person, firm or corporation, other than AmerUs, any confidential information of AmerUs, including but not limited to memoranda, reports, computer software and data banks, customer lists, employee lists, contracts, strategic plans, all confidential information or documents you had access to, learned about or helped to develop during your employment with AmerUs, and any and all other information or documents containing trade secrets or confidential information concerning AmerUs and/or its business operations (“Confidential Information”). Confidential Information does not include information available from or which can be ascertained through public means (e.g. phone books, published materials or industry publications). You agree to surrender to AmerUs all Confidential Information and all other property belonging to AmerUs on your last day worked.

9. You agree that, for the remainder of your employment with AmerUs and continuing through June 15, 2008 (“Restricted Period”), you shall not solicit for employment, refer for employment, employ in any capacity or advise or recommend to any other person or entity that it employ or solicit for employment any person who as of the date of the signing of this Agreement, or at any time during the Restricted Period, has held a position at AmerUs or any of its related entities.

10. You agree that, for the remainder of your employment with AmerUs and continuing through June 15, 2008, you shall not render services directly or indirectly as an employee, officer, director, consultant, independent contractor, or in any other capacity to any of the following insurance

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companies and their respective affiliates: Allianz, ING, Jefferson Pilot, F&G (Old Mutual), Sammons Group (Midland), Life of the Southwest and American Equity.

11. You agree that should there be a violation or attempted or threatened violation of Paragraphs 4-11 hereof, AmerUs, Aviva or a successor of either may apply for and obtain an injunction to restrain such violation or attempted or threatened violation, to which injunction AmerUs, Aviva or the successor shall be entitled as a matter of right, without posting of any bond, because it is conceded that such cannot reasonably or adequately be compensated in damages in an action at law, and that the right to said injunction is necessary for the protection and preservation of the rights of AmerUs, Aviva or the successor and to prevent irreparable damage to AmerUs, Aviva or its successor. Such injunctive relief shall be in addition to such other rights and remedies as AmerUs, Aviva or the successor may have arising from any breach hereof on your part. The parties ag ree that Aviva shall be a third-party beneficiary of Paragraphs 4-11 hereof.

General Provisions

12. You confirm you have read this Agreement and understand its terms and effects. You further confirm that by signing this Agreement you are knowingly and voluntarily releasing all Claims described in Paragraph 4 above and you acknowledge you have been advised in writing to, and have had the time and opportunity to, consult with competent legal counsel of your own selection.

13. By entering into this Agreement, neither AmerUs nor you claim or admit to any liability or wrongdoing, and each denies that it has any liability to the other or has acted wrongly toward the other.

14. This Agreement shall be governed and conformed in accordance with the laws of Iowa without regard to its conflict of laws provisions. Any action brought to enforce the terms of this Agreement must be brought in the state or federal courts located in the State of Iowa. With the exception of the Supplemental Benefit Agreement as amended herein and incorporated herein by reference, this Agreement supersedes all prior agreements and understandings, whether written or oral, express or implied, with regard to its subject matter. This Agreement cannot be amended, supplemented or modified, nor may any provision hereof be waived, except by a written instrument executed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. If any provision of this Agreement is determined by a court of competent jurisdiction not t o be enforceable in the manner set forth in this Agreement, you agree that it is the intention of the parties to this Agreement that such provision should be enforceable to the maximum extent possible under applicable law, and that such provision shall be reformed to make it enforceable in accordance

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with that intent of the parties. If any provision of this Agreement is held to be invalid or unenforceable, such invalidation or unenforceability shall not affect the validity or enforceability of the other portions hereof.

15. This Agreement shall be binding upon you and upon your spouse, next of kin, heirs, attorneys, representatives, beneficiaries, administrators, executors, successors, and assigns, and shall apply fully and accrue to the benefit of AmerUs and the Releasees, and each of them individually, and to their heirs, administrators, representatives, executors, successors, and assigns. In the event of your death, any unpaid consideration referenced in Paragraph 1 of this Agreement or in the Supplemental Benefit Agreement to which you shall have become entitled at or prior to your death shall be paid to your estate on the same schedule referenced in the applicable provision.

Revocation Provisions

16. You have twenty-one (21) days from the date of receiving this document to consider whether or not to execute this Agreement. In the event of such execution, you have a period of seven (7) days from the date of execution in which to revoke such execution, in which case this Agreement shall become null and void and neither party shall have any obligation under this Agreement. Any such revocation must be timely executed in writing and addressed to Christopher J. Littlefield, Executive Vice President & General Counsel, AmerUs Group Co., 699 Walnut Street, Suite 2000, Des Moines, Iowa 50309 and postmarked within seven (7) days following your execution of this Agreement. This Agreement shall not become effective or enforceable, and no benefits or payments shall become due hereunder until your right of revocation has been extinguished.

If this accurately reflects your understanding of our Agreement, please sign both originals of this letter and return one fully signed original within twenty-one (21) days from the date you receive this document to Christopher Littlefield, whom you may also email at Chris.Littlefield@AmerUs.com if you have questions.

Employee		AmerUs Group Co.
/s/ Melinda Urion	By:		/s/ Thomas C. Godlasky
Melinda Urion			Thomas C. Godlasky,
			President & CEO

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Exhibit A

Final Separation Agreement

This will confirm our understanding and final agreement (“Final Separation Agreement”) with respect to the termination of your employment with AmerUs Group Co. (“AmerUs”):

1. A form of this Final Separation Agreement was attached to the Separation and Release Agreement you entered into with AmerUs on ______, 2006 (the "Separation Agreement").

2. When this Final Separation Agreement has been completely executed and delivered and the revocation period described in Paragraph 4 hereof has passed, you shall be entitled to receive immediately a payment in the aggregate amount of $25,000 plus an amount equal to your unvested account balance in the Savings & Retirement Plan, if any balance is unvested after taking into account vesting which may occur upon such termination pursuant to such plan's provisions (such aggregate amount, the "Final Separation Payment"), which shall be in addition to the Initial Separation Payment provided in the Separation Agreement. You agree that the Final Separation Payment is consideration in addition to any amounts to which you are already entitled and that this consideration is adequate and satisfactory in exchange for the assurances you make in this Final Separation Agreement.

3. The Separation Agreement is now attached hereto as Exhibit A and hereby incorporated and made a part of this Final Separation Agreement, including, but not limited to the release of all Claims set forth in Paragraph 4 of the Separation Agreement, and you agree that, with your execution of this Final Separation Agreement (and upon the provisions of this Final Separation Agreement becoming effective and enforceable after the revocation period described in Paragraph 4 hereof has passed), said release shall cover any and all Claims associated with your entire employment with AmerUs and your actual separation from such employment, including, but not limited to, any Claims arising from the date on which you initially signed the Separation Agreement through your Last Date of Employment with AmerUs.

4. You acknowledge you have been given more than twenty-one 21 days to consider entering into this Final Separation Agreement and that you have seven (7) days after your execution of this Final Separation Agreement to revoke such execution, in which case this Final Separation Agreement shall become null and void and AmerUs shall have no obligation under Paragraph 2 of this Final Separation Agreement. Any such revocation must be timely executed in writing and addressed to Christopher Littlefield, Executive Vice President & General Counsel, AmerUs Group C., 699 Walnut Street, Suite 2000, Des Moines, Iowa 50309 and postmarked within seven (7) days following your execution of this

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Final Agreement. No provision of this Final Separation Agreement, including AmerUs’ obligations under Paragraph 2 hereof, shall become effective or enforceable, until your right of revocation has been fully extinguished.

5. You acknowledge your Last Date of Employment with AmerUs coincided with or preceded your signing of this Final Separation Agreement.

If this accurately reflects your understanding of our Final Separation Agreement, please sign both originals of this letter and return one fully signed original within twenty-one (21) days from the date you receive this document for signature to Christopher Littlefield whom you may also email at Chris.Littlefield@AmerUs.com if you have questions.

Employee	AmerUs Group Co.
_______________________	By: _____________________
Melinda Urion			Thomas C. Godlasky,
		President & CEO
Date: _____________________	Date: ___________________

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Exhibit B

Amendment to

Supplemental Benefit Agreement

Section 2 of the Supplemental Benefit Agreement is amended to read, in its entirety, as follows:

"Section 2. Termination of Employment by Employee for Good Reason. If the employment of Employee is terminated by Employee for Good Reason within the two-year period immediately following a Change of Control, Employee shall be entitled to the Severance Payment and the Continued Benefits."

Section 3 of the Supplemental Benefit Agreement is amended to read, in its entirety, as follows:

"Section 3. Termination of Employment by Employer Without Cause. If the employment of Employee is terminated by Employer within the two-year period immediately following a Change of Control, and such termination is not for Cause as described in Section 4 hereof, Employee shall be entitled to the Severance Payment and the Continued Benefits."

The last sentence of Section 7 of the Supplemental Benefit Agreement is amended to read, in its entirety, as follows:

"In addition, Employee shall be fully vested in all of the Employee's account in the All(AmerUs Supplemental Executive Retirement Plan."

The phrase "and the acceptance by Employee of an offer of Comparable Employment" is deleted from the first sentence of Section 23 of the Supplemental Benefit Agreement.

The definitions of "Comparable Employment", "Good Reason" and "Material Event" are deleted from Exhibit A to the Supplemental Benefit Agreement, in their entirety, and the following revised definition of "Good Reason" is added to Exhibit A:

"Good Reason" shall mean a reduction in the amount of Employee's Base Compensation without Employee's express written consent."

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EX-99

FOR IMMEDIATE RELEASE	For more information, contact:
	Martin Ketelaar, Vice President,
	Investor Relations
	(515) 362-3693

AmerUs Group Completes Aviva Merger

DES MOINES, Iowa (November 15, 2006)--AmerUs Group Co., a leading producer of life insurance and annuity products, today announced its merger with Aviva plc has been completed effective today. Shareholders of AmerUs Group will receive $69 in cash for each share of AmerUs Group common stock. AmerUs Group common stock will not be open for trading today on the New York Stock Exchange (NYSE) and is being delisted from the NYSE.

Commenting on the completion of the transaction, AmerUs Group’s chairman, president and chief executive officer Thomas C. Godlasky said, “This is a milestone event in AmerUs Group’s history and we are very excited about our future as part of the Aviva group of companies. Aviva’s global brand presence, financial strength and scale are a significant advantage as we grow our business in the United States.”

Philip Scott, executive director, Aviva International, said: “Our acquisition of AmerUs gives us a leading position within an important segment of the world’s largest long-term savings market. In a single step this provides a platform for significant profitable growth in the US while becoming the fourth-largest life business in the Aviva group. Integration planning of our existing US business into AmerUs is well-advanced and integration will begin immediately.”

Mr. Godlasky has been named Aviva USA’s president and chief executive officer. The company’s management and U.S. operations will be headquartered in Des Moines, Iowa.

Philip Easter Named Chief Financial Officer

Additionally, the company announced that Philip Easter will assume the position of executive vice president and chief financial officer, replacing Melinda S. Urion. Ms. Urion will be leaving effective December 15, 2006, in connection with the completion of the Aviva merger. “Melinda has provided excellent finance and accounting leadership at AmerUs. Her disciplined approach to financial management has inured to the benefit of AmerUs and its shareholders. We wish her the very best and are grateful for her service” said Mr. Godlasky.

Mr. Easter (age 53) is currently finance director, Aviva UK general insurance, and has had a long career in finance with the company, having previously held senior finance roles including managing director, group finance and group financial controller. “His knowledge and insight will ensure a smooth transition from U.S. GAAP reporting to international accounting standards,” said Mr. Godlasky. Mr. Easter will assume his new role effective January 1, 2007, subject to regulatory approval.

About AmerUs Group

AmerUs Group Co. is located in Des Moines, Iowa, and is engaged through its subsidiaries in the business of marketing individual life insurance and annuity products in the United States. Its major subsidiaries include: AmerUs Life Insurance Company, American Investors Life Insurance Company, Inc., Bankers Life Insurance Company of New York and Indianapolis Life Insurance Company.

As of September 30, 2006, AmerUs Group’s total assets were $26.0 billion and shareholders’ equity totaled $1.7 billion, including accumulated other comprehensive income.

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About Aviva plc

Aviva is one of the leading providers of life and pensions to Europe with substantial positions in the other markets around the world, making it the world’s fifth largest insurance group based on gross worldwide premiums at December 31, 2005.

Aviva’s principal business activities are long-term savings, fund management and general insurance, with worldwide total sales of £36 billion ($65 billion USD) and assets under management of £322 billion ($552 billion USD) as of December 31, 2005.

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