GUARANTEE AGREEMENT

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Exhibit 4.31

Form of

GUARANTEE AGREEMENT

Between

AmerUs Group Co.

(as Guarantor)

and

The Bank of New York Trust Company, N.A.

(as Trustee)

dated as of

-

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CROSS-REFERENCE TABLE*

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Section of Section of

Trust Indenture Act Guarantee

of 1939, as amended Agreement

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310(a).......................................... 4.1(a)

310(b).......................................... 4.1(c), 208

310(c).......................................... Inapplicable

311(a).......................................... 2.2(b)

311(b).......................................... 2.2(b)

311(c).......................................... Inapplicable

312(a).......................................... 2.2(a)

312(b).......................................... 2.2(b)

313............................................. 2.3

314(a).......................................... 2.4

314(b).......................................... Inapplicable

314(c).......................................... 2.5

314(d).......................................... Inapplicable

314(e).......................................... 1.1, 2.5, 3.2

314(f).......................................... 2.1, 3.2

315(a).......................................... 3.1(d)

315(b).......................................... 2.7

315(c).......................................... 3.1

315(d).......................................... 3.1(d)

316(a).......................................... 1.1, 2.6, 5.4

316(b).......................................... 5.3

316(c).......................................... 8.2

317(a).......................................... Inapplicable

317(b).......................................... Inapplicable

318(a).......................................... 2.1(b)

318(b).......................................... 2.1

318(c).......................................... 2.1(a)

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* This Cross-Reference Table does not constitute part of the Guarantee

Agreement and shall not affect the interpretation of any of its terms or

provisions.

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS....................................................................................... 1

Section 1.1 Definitions........................................................................... 1

ARTICLE II ARTICLE 2 TRUST INDENTURE ACT.................................................................... 6

Section 2.1 Trust Indenture Act; Application...................................................... 6

Section 2.2 List of Holders....................................................................... 6

Section 2.3 Reports by the Guarantee Trustee...................................................... 6

Section 2.4 Periodic Reports to Guarantee Trustee................................................. 6

Section 2.5 Evidence of Compliance with Conditions Precedent...................................... 6

Section 2.6 Events of Default; Waiver............................................................. 7

Section 2.7 Event of Default; Notice.............................................................. 7

Section 2.8 Conflicting Interests................................................................. 7

ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE.............................................. 7

Section 3.1 Powers and Duties of the Guarantee Trustee............................................ 7

Section 3.2 3.2 Certain Rights of Guarantee Trustee............................................... 9

Section 3.3 Indemnity............................................................................. 10

ARTICLE IV GUARANTEE TRUSTEE................................................................................ 11

Section 4.1 Guarantee Trustee; Eligibility........................................................ 11

Section 4.2 Appointment, Removal and Resignation of the Guarantee Trustee......................... 11

ARTICLE V GUARANTEE......................................................................................... 12

Section 5.1 Guarantee............................................................................. 12

Section 5.2 Waiver of Notice and Demand........................................................... 12

Section 5.3 Obligations Not Affected.............................................................. 12

Section 5.4 Rights of Holders..................................................................... 13

Section 5.5 Guarantee of Payment.................................................................. 13

Section 5.6 Subrogation........................................................................... 14

Section 5.7 Independent Obligations............................................................... 14

ARTICLE VI COVENANTS AND SUBORDINATION...................................................................... 14

Section 6.1 Subordination......................................................................... 14

Section 6.2 Pari Passu Guarantees................................................................. 14

ARTICLE VII TERMINATION..................................................................................... 14

Section 7.1 Termination........................................................................... 14

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ARTICLE VIII MISCELLANEOUS.................................................................................. 15

Section 8.1 Successors and Assigns................................................................ 15

Section 8.2 Amendments............................................................................ 15

Section 8.3 Notices............................................................................... 15

Section 8.4 Benefit............................................................................... 16

Section 8.5 Interpretation........................................................................ 16

Section 8.6 GOVERNING LAW......................................................................... 17

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GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT, dated as of -, 200-, is executed and delivered

by AmerUs Group Co., an Iowa corporation (the "Guarantor"), and The Bank of New

York Trust Company, N.A., a New York banking corporation organized under the

laws of the State of New York, as trustee (the "Guarantee Trustee"), for the

benefit of the Holders (as defined herein) from time to time of the Preferred

Securities (as defined herein) of AmerUs Group LLC I, a Delaware limited

liability company (the "Issuer").

WHEREAS, pursuant to an Amended and Restated Limited Liability Agreement

(the "LLC Agreement"), dated as of -, 200-, among the Trustees named therein,

the Guarantor, as Depositor, and the Holders from time to time of undivided

beneficial interests in the assets of the Issuer, the Issuer is issuing - of its

-% Preferred Securities, Series A (liquidation preference $25 per preferred

security) (the "Preferred Securities") representing preferred undivided

beneficial interests in the assets of the Issuer and having the terms set forth

in the LLC Agreement;

WHEREAS, the Preferred Securities will be issued by the Issuer and the

proceeds thereof, together with the proceeds from the issuance of the Issuer's

Common Securities (as defined below), will be used to purchase the Debentures

(as defined in the LLC Agreement) of the Guarantor which will be deposited with

The Bank of New York Trust Company, N.A., as Property Trustee under the LLC

Agreement, as trust assets; and

WHEREAS, as incentive for the Holders to purchase Preferred Securities the

Guarantor desires irrevocably and unconditionally to agree, to the extent set

forth herein, to pay to the Holders of the Preferred Securities the Guarantee

Payments (as defined herein) and to make certain other payments on the terms and

conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase by each Holder of

Preferred Securities, which purchase the Guarantor hereby agrees shall benefit

the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for

the benefit of the Holders from time to time of the Preferred Securities.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

As used in this Guarantee Agreement, the terms set forth below shall,

unless the context otherwise requires, have the following meanings. Capitalized

or otherwise defined terms used but not otherwise defined herein shall have the

meanings assigned to such terms in the LLC Agreement as in effect on the date

hereof.

"Affiliate" of any specified Person means any other Person directly or

indirectly controlling or controlled by or under direct or indirect common

control with such specified Person, provided, however, that an Affiliate of the

Guarantor shall not be deemed to include the Issuer. For the purposes of this

definition, "control" when used with respect to any specified

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Person means the power to direct the management and policies of such Person,

directly or indirectly, whether through the ownership of voting securities, by

contract or otherwise; and the terms "controlling" and "controlled" have

meanings correlative to the foregoing.

"Common Securities" means the securities representing common beneficial

interests in the assets of the Issuer.

"Debt" means, with respect to any Person, whether recourse is to all or a

portion of the assets of such Person and whether or not contingent, (i) every

obligation of such Person for money borrowed; (ii) every obligation of such

Person evidenced by bonds, debentures, notes or other similar instruments,

including obligations incurred in connection with the acquisition of property,

assets or businesses; (iii) every reimbursement obligation of such Person with

respect to letters of credit, bankers' acceptances or similar facilities issued

for the account of such Person; (iv) every obligation of such Person issued or

assumed as the deferred purchase price of property or services (but excluding

trade accounts payable or accrued liabilities arising in the ordinary course of

business); (v) every capital lease obligation of such Person; and (vi) every

obligation of the type referred to in clauses (i) through (v) of another Person

and all dividends of another Person the payment of which, in either case, such

Person has guaranteed or is responsible or liable, directly or indirectly, as

obligor or otherwise.

"Event of Default" means a default by the Guarantor on any of its payment

or other obligations under this Guarantee Agreement; provided, however, that,

except with respect to a default in payment of any Guarantee Payments, the

Guarantor shall have received notice of default and shall not have cured such

default within 60 days after receipt of such notice.

"Expenses" has the meaning specified in Section 3.3.

"Guarantee Payments" means the following payments or distributions,

without duplication, with respect to the Preferred Securities, to the extent not

paid or made by or on behalf of the Issuer: (i) any accrued and unpaid

Distributions (as defined in the LLC Agreement) required to be paid on the

Preferred Securities, to the extent the Issuer shall have funds on hand

available therefor, (ii) the redemption price, including all accrued and unpaid

Distributions to the date of redemption (the "Redemption Price"), with respect

to the Preferred Securities called for redemption by the Issuer to the extent

the Issuer shall have funds on hand available therefor, and (iii) upon a

voluntary or involuntary termination, winding-up or liquidation of the Issuer,

unless Debentures are distributed to the Holders, the lesser of (a) the

aggregate of the liquidation preference of $25 per Preferred Security plus

accrued and unpaid Distributions on the Preferred Securities to the date of

payment to the extent the Issuer shall have funds on hand available to make such

payment and (b) the amount of assets of the Issuer remaining available for

distribution to Holders in liquidation of the Issuer (in either case, the

"Liquidation Distribution").

"Guarantee Trustee" means The Bank of New York Trust Company, N.A. (not in

its individual capacity but solely in its trustee capacity), until a Successor

Guarantee Trustee has

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been appointed and has accepted such appointment pursuant to the terms of this

Guarantee Agreement and thereafter means each such Successor Guarantee Trustee.

"Holder" means any holder, as registered on the books and records of the

Issuer, of any Preferred Securities; provided, however, that in determining

whether the holders of the requisite percentage of Preferred Securities have

given any request, notice, consent or waiver hereunder, "Holder" shall not

include the Guarantor, the Guarantee Trustee or any Affiliate of the Guarantor

or the Guarantee Trustee.

"Indenture" means the Junior Subordinated Indenture dated as of -, -, as

supplemented and amended between the Guarantor and The Bank of New York Trust

Company, N.A., as trustee.

"List of Holders" has the meaning specified in Section 2.2(a).

"Majority in liquidation preference of the Securities" means, except as

provided by the Trust Indenture Act, a vote by the Holder(s), voting separately

as a class, of more than 50% of the liquidation preference of all then

outstanding Preferred Securities issued by the Issuer.

"Officers' Certificate" means, with respect to any Person, a certificate

signed by the Chairman, Chief Executive Officer, President or a Vice President,

and by the Treasurer, an Associate Treasurer, an Assistant Treasurer, the

Controller, the Secretary or an Assistant Secretary of such Person, and

delivered to the Guarantee Trustee. Any Officers' Certificate delivered with

respect to compliance with a condition or covenant provided for in this

Guarantee Agreement shall include:

(a) a statement that each officer signing the Officers' Certificate has

read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or

investigation undertaken by each officer in rendering the Officers' Certificate;

(c) a statement that each such officer has made such examination or

investigation as, in such officer's opinion, is necessary to enable such officer

to express an informed opinion as to whether or not such covenant or condition

has been complied with; and

(d) a statement as to whether, in the opinion of each such officer, such

condition or covenant has been complied with.

"Person" means a legal person, including any individual, corporation,

estate, partnership, joint venture, association, joint stock company, limited

liability company, trust, unincorporated

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association, or government or any agency or political subdivision thereof, or

any other entity of whatever nature.

"Preferred Securities" has the meaning specified in the preamble

"Responsible Officer" means, with respect to the Guarantee Trustee, any

officer within the Corporate Trust Administration department of the Guarantee

Trustee with direct responsibility for the administration of this Guarantee

Agreement, including any Vice-President, any Assistant Vice President, any

Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer

or other officer of the Corporate Trust Office of the Guarantee Trustee

customarily performing functions similar to those performed by any of the above

designated officers and also means, with respect to a particular corporate trust

matter, any other officer to whom such matter is referred because of that

officer's knowledge of and familiarity with the particular subject.

"Senior Debt" means the principal of (and premium, if any) and interest,

if any (including interest accruing on or after the filing of any petition in

bankruptcy or for reorganization relating to the Guarantor whether or not such

claim for post-petition interest is allowed in such proceeding), on Debt,

whether incurred on or prior to the date of this Guarantee or thereafter

incurred, unless, in the instrument creating or evidencing the same or pursuant

to which the same is outstanding, it is provided that such obligations are not

superior in right of payment to the Guarantee or to other Debt which is pari

passu with, or subordinated to, the Guarantee; provided, however, that Senior

Debt shall not be deemed to include (a) any Debt of the Guarantor which when

incurred and without respect to any election under Section 11.11(b) of the

Bankruptcy Reform Act of 1978, was without recourse to the Company, (b) any Debt

of the Guarantor to any of its Subsidiaries, (c) Debt to any employee of the

Guarantor, (d) any liability for taxes, (e) Debt or other monetary obligations

to trade creditors created or assumed by the Guarantor or any of its

Subsidiaries in the ordinary course of business in connection with the obtaining

of goods, materials or services and (f) Debt issued under the Indenture and (g)

the Guarantee.

"Successor Guarantee Trustee" means a successor Guarantee Trustee

possessing the qualifications to act as Guarantee Trustee under Section 4.1.

"Trust" means AmerUs Capital IV or AmerUs Capital V, each a Delaware

statutory trust.

"Trust Common Securities" means common securities issued by a Trust.

"Trust Preferred Securities" means preferred securities issued by a Trust.

"Trust Securities" means Trust Preferred Securities and Trust Common

Securities.

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"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

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ARTICLE II

TRUST INDENTURE ACT

Section 2.1 Trust Indenture Act; Application.

(a) This Guarantee Agreement is subject to the provisions of the Trust

Indenture Act that are required to be part of this Guarantee Agreement and

shall, to the extent applicable, be governed by such provisions.

(b) If and to the extent that any provision of this Guarantee Agreement

limits, qualifies or conflicts with the duties imposed by Sections 3.10 to 3.17,

inclusive, of the Trust Indenture Act, such imposed duties shall control.

Section 2.2 List of Holders.

(a) The Guarantor shall furnish or cause to be furnished to the

Guarantee Trustee (a) semiannually, on or before February 15 and August 15 of

each year, a list, in such form as the Guarantee Trustee may reasonably require,

of the names and addresses of the Holders ("List of Holders") as of a date not

more than 15 days prior to the delivery thereof, and (b) at such other times as

the Guarantee Trustee may request in writing, within 30 days after the receipt

by the Guarantor of any such request, a List of Holders as of a date not more

than 15 days prior to the time such list is furnished, in each case to the

extent such information is in the possession or control of the Guarantor and is

not identical to a previously supplied list of Holders or has not otherwise been

received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee

may destroy any List of Holders previously given to it on receipt of a new List

of Holders.

(b) The Guarantee Trustee shall comply with its obligations under

Section 3.11(a), Section 3.11(b) and Section 3.12(b) of the Trust Indenture Act.

Section 2.3 Reports by the Guarantee Trustee.