SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-12
AMERUS GROUP CO.
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(Name of Registrant as Specified in Its Charter)
AMERUS GROUP CO.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(4) Date filed:
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AMERUS GROUP CO. ROGER K. BROOKS
699 Walnut Street Chairman, President &
Des Moines, IA 50309-3948 Chief Executive Officer
[AMERUS GROUP CO. LOGO]
March 29, 2002
Dear Shareholder:
I am pleased to invite you to attend the annual meeting of shareholders of
AmerUs Group Co. to be held on Thursday, May 9, 2002, at 2:00 p.m., Des Moines
local time, at the AmerUs Conference Center, Hub Tower, 3rd Floor, 699 Walnut
Street, Des Moines, Iowa.
This booklet includes the Notice of Annual Meeting and the Proxy Statement,
which contain information about the formal business to be acted on by the
shareholders. The meeting will also feature a report on the operations of the
company, followed by a question and discussion period.
I hope that you will be able to attend the meeting. However, whether or not
you plan to attend in person, please complete, sign, date and return the
enclosed proxy card promptly to ensure that your shares will be represented. If
you do attend the meeting and wish to vote your shares personally, you may
revoke your proxy at any time before it is exercised.
Thank you for your ongoing support and continued interest in AmerUs Group.
Very truly yours,
/s/ ROGER K. BROOKS
Roger K. Brooks
Chairman, President &
Chief Executive Officer
YOUR VOTE IS IMPORTANT.
2002 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING.................................... 1
GENERAL INFORMATION......................................... 3
BENEFICIAL OWNERSHIP OF COMMON STOCK........................ 5
PROPOSAL 1 -- ELECTION OF DIRECTORS......................... 6
BOARD STRUCTURE AND COMPENSATION............................ 9
EXECUTIVE OFFICER/DIRECTOR COMPENSATION..................... 10
Executive Officer Compensation............................ 10
Summary Compensation Table............................. 10
Option Grants Table.................................... 12
Option Exercises and Value Table....................... 12
Long-Term Incentive Compensation Plan.................. 13
Stock Incentive Plans.................................. 13
Executive Stock Purchase Plan.......................... 13
Savings and Profit Sharing Plans....................... 13
Supplemental Benefit Agreement......................... 14
Director Compensation..................................... 15
PERFORMANCE GRAPH........................................... 16
HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE
COMPENSATION.............................................. 17
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION............................................. 18
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS..... 19
INDEPENDENT AUDITOR FEES.................................... 19
CERTAIN TRANSACTIONS AND RELATIONSHIPS...................... 20
Loan Guarantee............................................ 20
Section 16(a) Beneficial Ownership Reporting Compliance... 20
PROPOSAL 2 -- SELECTION OF AUDITORS......................... 21
OTHER MATTERS............................................... 22
APPENDIX I -- AMERUS GROUP CO. AUDIT COMMITTEE CHARTER...... 23
[AMERUS GROUP CO. LOGO]
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD MAY 9, 2002
------------------------------
To the Shareholders:
The annual meeting of shareholders of AMERUS GROUP CO. (the "Company") will
be held on Thursday, May 9, 2002, at 2:00 p.m., Des Moines local time, at the
AmerUs Conference Center, Hub Tower, 3rd Floor, 699 Walnut Street, Des Moines,
Iowa, for the following purposes:
1. to elect one (1) director to serve for a two year term and to elect four
(4) directors to serve for three year terms;
2. to ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the 2002 fiscal year; and
3. to transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this notice.
The board of directors has fixed the close of business on March 15, 2002,
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the annual meeting. Accordingly, only shareholders of record on
that date are entitled to vote at the annual meeting or any adjournments
thereof.
All shareholders are invited to attend the meeting in person. However, to
assure your representation at the meeting, please complete, sign, date and
return the enclosed proxy card in the accompanying reply envelope as promptly as
possible. Any shareholder attending the meeting may vote in person even if he or
she has returned a proxy.
By Order of the board of directors
/s/ JAMES A. SMALLENBERGER
James A. Smallenberger
Senior Vice President and Secretary
March 29, 2002
TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE
ENCLOSED PRE-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
[AMERUS GROUP CO. LOGO]
699 WALNUT STREET
DES MOINES, IOWA 50309-3948
------------------------------
PROXY STATEMENT FOR 2002
------------------------------
This Proxy Statement is furnished to shareholders by the board of directors
of AmerUs Group Co. (the "Company") in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders of the Company to be held
at the AmerUs Conference Center, Hub Tower, 3rd Floor, 699 Walnut Street, Des
Moines, Iowa, on Thursday, May 9, 2002, at 2:00 p.m., Des Moines local time, and
at any adjournments thereof.
This Proxy Statement, Notice of Annual Meeting and the accompanying proxy
card are being first mailed to shareholders on or about March 29, 2002. The
Company's 2001 Annual Report is being mailed to shareholders concurrently with
this Proxy Statement.
GENERAL INFORMATION
The board of directors has fixed the close of business March 15, 2002 as
the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. On the Record Date, 40,214,124 shares of the Company's common stock
were outstanding and entitled to vote at the meeting. Each share of common stock
entitles the holder thereof to one vote on each matter to be voted on at the
Annual Meeting. There were no shares of voting preferred stock outstanding as of
the Record Date.
Any shareholder giving a proxy has the power to revoke it at any time
before it is voted. Revocation of a proxy is effective upon receipt by the
secretary of the Company of either (i) an instrument revoking it, or (ii) a duly
executed proxy bearing a later date. In addition, a shareholder who is present
at the Annual Meeting may revoke the shareholder's proxy and vote in person if
the shareholder so desires.
Proxies furnished by shareholders pursuant hereto will be voted in
accordance with the directions on such proxies. If no choice is specified, the
proxy will be voted (i) "FOR" the election of the nominees listed under
"Election of Directors"; (ii) "FOR" ratification of the appointment of Ernst &
Young LLP as independent auditors; and (iii) at the discretion of the proxy
holders with regard to such other business as may come before the meeting and
all matters incident to the conduct of the meeting. If for any reason, one or
more of the nominees should be unable or refuse to serve as a Director (an event
which is not anticipated), the persons named in the enclosed proxy will vote for
substitute nominees of the board of directors unless otherwise instructed. The
board of directors knows of no matter to come before the meeting other than
those set forth in the Proxy Statement. If any further business is presented at
the meeting, the persons named in the proxy will act on behalf of the
shareholders according to their best judgment.
The presence at the meeting, in person or by proxy, of a majority of the
shares of common stock outstanding on the Record Date will constitute a quorum.
The affirmative vote of the holders of at least a majority of such quorum will
be required with respect to the election of directors, and the ratification of
the appointment of Ernst & Young LLP as the Company's independent auditors.
Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as the inspectors of election for
the meeting. The inspectors of election will treat shares represented by proxies
that reflect abstentions or include "broker non-votes" as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions or "broker non-votes" do
3
not constitute a vote "for" or "against" any matter and thus will be disregarded
in any calculation of "votes cast." However, abstentions and "broker non-votes"
will have the effect of a negative vote if an item requires the approval of a
majority of a quorum or of a specified proportion of all issued and outstanding
shares.
Proxies are being solicited by the board of directors of the Company. The
cost of preparing, printing and mailing this Proxy Statement, the accompanying
notice and the enclosed proxy card, and all other costs in connection with the
solicitation of proxies, will be paid by the Company. The Company does not
anticipate the need to retain a firm to solicit proxies at this annual meeting
of shareholders. If such a solicitation were necessary, the anticipated cost
would be approximately $7,500 plus reasonable expenses.
MULTIPLE SHAREHOLDERS SHARING THE SAME ADDRESS. In accordance with a notice
sent earlier this year to certain registered shareholders who share a single
address, we are sending only one annual report and proxy statement to that
address unless we received contrary instructions from any shareholder at that
address. This practice, known as "householding", is designed to reduce our
printing and postage costs. However, if any shareholder residing at such an
address wishes to receive a separate annual report or proxy statement in the
future, they must contact our transfer agent, Mellon Investor Services, by phone
(toll-free) at 1-800-304-9709 or by mail at PO Box 3315, South Hackensack, NJ
07606, attention Shareholder Correspondence. If you are receiving multiple
copies of our annual report and proxy statement, you can request householding by
contacting Mellon Investor Services in the same manner.
4
BENEFICIAL OWNERSHIP OF COMMON STOCK
DIRECTORS AND OFFICERS
The following table sets forth the beneficial ownership of the Company's
common stock as of February 28, 2002, of each of the directors and director
nominees, the executive officers named in the Summary Compensation Table on page
10, and all directors and executive officers as a group (which includes
executive officers not named in the Summary Compensation Table). No person or
entity was known by the Company to own 5% or more of the Company's Common Stock
as of February 28, 2002.
AMOUNT
AND NATURE
OF BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) CLASS(2)
---- ------------- ----------
John R. Albers(9)........................................... 27,500 *
Joseph A. Borgen(9)(10)..................................... 2,112 *
Roger K. Brooks(3)(4)(8).................................... 649,711 1.5%
Malcolm Candlish(9)(10)..................................... 18,191 *
Alecia A. DeCoudreaux....................................... 936 *
Thomas F. Gaffney(6)(9)(10)................................. 26,437 *
Ralph W. Laster, Jr.(5)(9).................................. 13,570 *
John W. Norris, Jr.(9)(10).................................. 14,406 *
Andrew J. Paine, Jr.(10).................................... 369 *
Jack C. Pester(9)(10)....................................... 14,650 *
John A. Wing(9)............................................. 18,364 *
F.A. Wittern, Jr.(9)(10).................................... 2,894 *
Victor N. Daley(3)(8)(11)................................... 116,650 *
Thomas C. Godlasky(3)(7)(8)................................. 216,300 *
Mark V. Heitz(3)(8)......................................... 375,665 *
Gary R. McPhail(3)(8)....................................... 185,029 *
Directors and executive officers as a group (18 persons).... 1,733,276 4.0%
---------------
(1) Unless otherwise indicated, each person has sole voting and dispositive
power with respect to the shares shown. Some directors and executive
officers share the voting and dispositive power over their shares with
their spouses as community property, joint tenants or tenants in common.
(2) An (*) indicates that the individual's beneficial ownership of the
Company's common stock is less than one percent.
(3) Includes beneficial interest in shares of the Company's common stock held
pursuant to the Company's Savings & Retirement Plan (as defined on page
13). The attributed shares owned by the Company's Savings & Retirement Plan
are voted by the trustees as directed by their respective participants.
(4) Includes 6,000 shares owned by his spouse.
(5) Includes 7,156 shares owned by the Jerri S. Laster Trust, of which Mr.
Laster is a co-trustee.
(6) Includes 9,442 shares owned by his spouse through the Donna L. Gaffney
Trust.
(7) Includes 12,063 shares and 669 shares of common stock owned by his spouse
and his daughter, respectively.
(8) Includes shares of common stock that may be purchased upon the exercise of
employee stock options exercisable on February 28, 2002 or within sixty
(60) days thereafter: Mr. Brooks, 391,900; Mr. Heitz, 239,713; Mr. McPhail,
126,700; Mr. Godlasky, 120,034; Mr. Daley, 66,692; and all executive
officers as a group, 963,053.
(9) Includes shares of common stock that were granted pursuant to the Company's
Non-Employee Director Stock Option Plan and may be purchased upon the
exercise of stock options exercisable on February 28, 2002 or within sixty
(60) days thereafter: Mr. Albers, 7,500; Mr. Candlish, 7,500; Mr. Gaffney,
7,500; Mr. Norris, 7,500; Mr. Pester, 7,500; Mr. Wing, 7,500; Mr. Laster,
5,000; Dr. Borgen, 833; and Mr. Wittern, 833.
(10) Includes shares of common stock that were acquired through the Non-Employee
Director Stock Plan which has vesting and transfer restrictions for two (2)
years after the date of purchase: Mr. Gaffney, 3,415; Mr. Pester, 3,289;
Mr. Candlish, 3,261; Mr. Norris, 2,927; Dr. Borgen, 1,175; Mr. Wittern,
1,061; and Mr. Paine, 369.
(11) Includes 1,549 shares owned by his spouse.
5
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's board of directors is presently composed of twelve members,
divided into three classes. Each class serves for three years on a
staggered-term basis. There are five nominees for election to the Company's
board of directors this year.
The terms of the following directors expire at the annual meeting to be
held on May 9, 2002: John R. Albers, Alecia A. DeCoudreaux, Thomas F. Gaffney,
Andrew J. Paine, Jr. and Jack C. Pester. The board of directors' nominee to a
position on the Board expiring in May 2004 is: John R. Albers. The board of
directors' nominees to positions on the Board expiring in May 2005 are: Alecia
A. DeCoudreaux, Thomas F. Gaffney, Andrew J. Paine, Jr. and Jack C. Pester.
In accordance with the Combination and Investment Agreement dated February
18, 2000, pursuant to which the Company acquired Indianapolis Life Insurance
Company ("ILICO"), the Company agreed to nominate two members of the board of
directors of ILICO to the Company's board of directors for a three-year term
expiring in May 2005. Ms. DeCoudreaux and Mr. Paine are each being nominated as
directors pursuant to that agreement.
The following paragraphs set forth the principal occupation of, and certain
other information relating to, each director, nominee for director and executive
officer for the last five years. Directors who are nominees for election at the
2002 annual meeting are listed first. Ages shown for all directors are as of
February 28, 2002. There are no family relationships among the Company's
directors or any executive officer.
JOHN R. ALBERS -- NOMINEE -- DALLAS, TEXAS.
President and chief executive officer of Fairfield Enterprises, Inc., a holding
company for investments and real estate, Dallas, Texas, since April 1995. From
August 1988 to April 1995, Mr. Albers was chairman, chief executive officer and
president of Dr. Pepper/Seven-Up Companies, Dallas, Texas. Mr. Albers is a
director of AMAL Corporation ("AMAL"), a 39% owned joint venture between
Ameritas Life Insurance Corp. and AmerUs Life Insurance Company ("AmerUs Life"),
one of the Company's principal subsidiaries. Mr. Albers has been a director of
the Company since its formation in July 1996, and previously served as a
director of predecessor or affiliated companies since 1983. His current term
expires May 9, 2002. He is 70 years of age.
ALECIA A. DECOUDREAUX -- NOMINEE -- INDIANAPOLIS, INDIANA.
Secretary and deputy general counsel of Eli Lilly and Company, a pharmaceutical
company, Indianapolis, Indiana, since 1999. Since 1980, Ms. DeCoudreaux has
served in various legal and executive positions with Eli Lilly and Company. Ms.
DeCoudreaux joined the Company's board of directors in 2001. Previously, she
served as a director of ILICO from 1997 to 2001. Her current term expires May 9,
2002. She is 47 years of age.
THOMAS F. GAFFNEY -- NOMINEE -- TIERRA VERDE, FLORIDA.
Managing director of Raymond James Capital, Inc., a merchant banking firm, St.
Petersburg, Florida, since July 1997. From 1990 to 1997, Mr. Gaffney was a
private investor. Mr. Gaffney has been a director of the Company since its
formation in July 1996, and previously served as a director of predecessor or
affiliated companies since 1983. His current term expires May 9, 2002. He is 56
years of age.
ANDREW J. PAINE, JR. -- NOMINEE -- INDIANAPOLIS, INDIANA.
Prior to his retirement in 1998, Mr. Paine was president and chief executive
officer of NBD Bank, N.A. from 1992 to 1998 and executive vice president of
First Chicago NBD Corporation from 1994 to 1998. Mr. Paine joined the Company's
board of directors in 2001. Previously, he served as a director of ILICO from
1982 to 2001. His current term expires May 9, 2002. He is 64 years of age.
JACK C. PESTER -- NOMINEE -- HOUSTON, TEXAS.
Chairman of Pester Marketing Company, a retail chain marketer of petroleum
products, Houston, Texas, since July 1995. Mr. Pester is also chairman of the
Executive Committee of KFx, Inc., an energy conversion and technology processing
company, Denver, Colorado, since May 1999. From March 1987 to May 1999, Mr.
Pester was senior vice president of The Coastal Corporation. He is a director of
KFx, Inc. and AMAL. Mr. Pester has been a director of the Company since its
formation in July 1996, and previously served as a director of predecessor or
affiliated companies since 1981. His current term expires May 9, 2002. He is 67
years of age.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
EACH OF THE NOMINEES LISTED ABOVE.
6
THE FOLLOWING DIRECTORS, EXCEPT FOR DR. BORGEN, SERVE FOR TERMS THAT EXPIRE
AFTER 2002:
JOSEPH A. BORGEN, PH.D. -- ST. CHARLES, IOWA.
President and chief executive officer of Des Moines Area Community College,
Ankeny, Iowa, from 1981 until his retirement in 2001. Dr. Borgen has been a
director of the Company since its formation in July 1996, and previously served
as a director of predecessor or affiliated companies since 1983. His current
term expires on May 9, 2002, and he will retire from the board on that date. He
is 61 years of age.
ROGER K. BROOKS -- DES MOINES, IOWA.
Chairman, president and chief executive officer of the Company since May 1997
and president and chief executive officer from its formation in July 1996 to May
1997. Previously, Mr. Brooks was the chief executive officer of predecessor or
affiliated companies since 1974. He is a director of AMAL. Mr. Brooks has been a
director of the Company since its formation in July 1996, and previously served
as a director of predecessor or affiliated companies since 1971. His current
term expires May 13, 2004. He is 64 years of age.
MALCOLM CANDLISH -- OSPREY, FLORIDA.
Consultant and private investor since May 1998. Previously, Mr. Candlish was
chairman of First Alert, Inc., Aurora, Illinois, from October 1992 until April
1998, chairman, president and chief executive officer from May 1996 to October
1996 and chairman and chief executive officer from December 1992 to May 1996. He
is a director of The Black & Decker Corporation. Mr. Candlish has been a
director of the Company since its formation in July 1996, and previously served
as a director of predecessor or affiliated companies since 1987. His current
term expires May 8, 2003. He is 66 years of age.
RALPH W. LASTER, JR. -- TOPEKA, KANSAS.
Private investor since December 1997. Mr. Laster served as chief executive
officer of AmerUs Annuity Group, Co. ("AAG"), one of the Company's principal
subsidiaries, Topeka, Kansas, from January 1988 to December 1997 and as chairman
of the board from May 1988 to December 1997. He also served as president and
chief executive officer of American Investors Life Insurance Company from April
1991 to December 1997, as chief executive officer of Financial Benefit Life
Insurance Company from April 1996 to December 1997, and as an executive officer
of various other subsidiaries of AAG. Mr. Laster has been a director of the
Company since September 2000, and previously served as a director of predecessor
or affiliated companies since 1998. His current term expires May 8, 2003. He is
50 years of age.
JOHN W. NORRIS, JR. -- DALLAS, TEXAS.
Chairman of Lennox International, Inc. ("Lennox"), a manufacturer of heating and
air conditioning equipment, Dallas, Texas, since January 2001, and chairman and
chief executive officer of Lennox from January 1991 to January 2001. He has
served as a director of Lennox since 1966. Mr. Norris has been a director of the
Company since its formation in July 1996, and previously served as a director of
predecessor or affiliated companies since 1974. His current term expires May 8,
2003. He is 66 years of age.
JOHN A. WING -- CHICAGO, ILLINOIS.
Professor of Law and Finance for the Center for Law and Financial Markets at the
Illinois Institute of Technology since August 2001, and also served as executive
director from July 1998 to August 2001. Previously, Mr. Wing was chairman and
chief executive officer of ABN AMRO Incorporated from January 1997 to July 1998.
Prior to that time, Mr. Wing was chairman and chief executive officer of The
Chicago Corp. from January 1981 to January 1997. Mr. Wing is a director of Labe
Diversified Financial, Inc. and Margo Caribe, Inc. Mr. Wing has been a director
of the Company since September 2000, and previously served as a director of
predecessor or affiliated companies since 1991. His current term expires May 8,
2003. He is 66 years of age.
F.A. WITTERN, JR. -- DES MOINES, IOWA.
Chairman and chief executive officer of The Wittern Group, Des Moines, Iowa, a
conglomerate of private companies involved in manufacturing, financial services,
equipment leasing and international trade in the automatic merchandising
industry. Mr. Wittern has been a director of the Company since February 1999.
His current term expires on May 13, 2004. He is 64 years of age.
7
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS:
VICTOR N. DALEY--DES MOINES, IOWA.
Executive vice president, chief administration and human resources officer of
the Company since February 2000, and senior vice president, chief administration
and human resources officer of the Company and predecessor or affiliated
companies since September 1995. From April 1989 to September 1995, Mr. Daley was
senior vice president and chief administrative officer of Royal Insurance,
Charlotte, North Carolina. He is 58 years of age.
BRIAN J. CLARK -- DES MOINES, IOWA.
Senior vice president and chief product officer of the Company since August
2001. Mr. Clark has been with the Company since 1988 and has previously served
AmerUs Life as chief financial officer and as senior vice president in various
departments and functions, including product development, product management and
asset and liability management. He is 36 years of age.
THOMAS C. GODLASKY -- DES MOINES, IOWA.
Executive vice president and chief investment officer of the Company and
predecessor or affiliated companies since January 1995. Mr. Godlasky has also
been president of AmerUs Capital Management since January 1998. From February
1988 to January 1995, he was manager of the Fixed Income and Derivatives
Department of Providian Corporation, Louisville, Kentucky. He is a director of
Ameritas Variable Life Insurance Company, ("AVLIC") and Ameritas Investment
Corp. ("AIC"), wholly-owned subsidiaries of AMAL. He is 46 years of age.
MARK V. HEITZ -- TOPEKA, KANSAS.
President and chief executive officer of AAG, American Investors Life Insurance
Company and Financial Benefit Life Insurance Company, Topeka, Kansas since
December 1997 and president and chief executive officer of Delta Life and
Annuity Company since May 2000. Previously, Mr. Heitz served as the president,
general counsel and director of AAG from December 1986 until December 1997. Mr.
Heitz also served as president, general counsel and director of American
Investors Life Insurance Company from October 1986 until December 1997. He is 48
years of age.
GARY R. MCPHAIL -- DES MOINES, IOWA.
President and chief executive officer of AmerUs Life since May 1997 and
president and chief executive officer of ILICO since October 2001. Mr. McPhail
was executive vice president -- marketing and individual operations of New York
Life Insurance Company, New York, New York, from July 1995 to November 1996.
From June 1990 to July 1995, he was president of Lincoln National Sales
Corporation, Fort Wayne, Indiana. Mr. McPhail is a director of AMAL, AIC and
AVLIC. He is 53 years of age.
MELINDA S. URION -- DES MOINES, IOWA
Executive vice president and chief financial officer of the Company since March
2002. Prior to joining the Company, she was senior vice president and chief
financial officer at Fortis Financial Group, Minneapolis, Minnesota, from
December 1997 to April 2001. From July 1988 to November 1997, Ms. Urion served
in various accounting and executive positions with American Express Financial
Corp, Minneapolis, Minnesota, including senior vice president of finance and
chief financial officer from November 1995 to November 1997. She is 48 years of
age.
8
BOARD STRUCTURE AND COMPENSATION
The board of directors is divided into three classes serving three-year
terms. The board has 12 directors and the following 6 committees: (1) Audit; (2)
Board Operations; (3) Executive; (4) Finance and Strategy; (5) Human Resources;
and (6) Investment and Risk Management.
The board of directors meets on a regularly scheduled basis. During 2001,
the board held four regular meetings and two special meetings. Each director
attended at least 75% of all board meetings and applicable committee meetings.
The board of directors has assigned certain responsibilities to committees.
The Audit Committee is responsible for review of the Company's auditing,
accounting, financial reporting and internal control functions and for the
selection of independent auditors (subject to ratification by the full board and
shareholder approval). In addition, the Committee reviews the independence of,
and the non-audit services, provided by the Company's independent auditors. In
discharging its duties, the Audit Committee is expected to:
- review and approve the scope of the annual audit and independent auditors
fees;
- meet independently with the Company's internal auditing staff,
independent auditors and senior management;
- review the general scope of the Company's accounting, financial
reporting, annual audit and internal audit functions, matters relating to
internal control functions, and results of the annual audit;
- review disclosures from the Company's independent auditors regarding
Independence Standards Board Standard No. 1.
Members of the Audit Committee, which met five times during 2001, are
Joseph A. Borgen, (Chairman), Malcolm Candlish, Ralph W. Laster, Jr. and Jack C.
Pester. All members are non-employee directors. In 2001, the Audit Committee
approved and adopted an Audit Committee Charter, which is attached to this Proxy
Statement as Appendix I.
The Board Operations Committee reviews the organization and operation of
the board of directors and recommends a slate of directors for election by
shareholders at each annual meeting and/or proposes candidates to fill vacancies
on the board of directors. Members of the Board Operations Committee, which met
four times during 2001, are Jack C. Pester (Chairman), John R. Albers and John
W. Norris, Jr. All members are non-employee directors.
The Executive Committee exercises the powers and authority of the board of
directors between board meetings, except those powers, that, by law, cannot be
delegated by the board of directors. Members of the Executive Committee, which
did not meet during 2001, are Roger K. Brooks (Chairman), John R. Albers, John
W. Norris, Jr. and Jack C. Pester.
The Finance and Strategy Committee reviews the management of the Company's
financial resources and the impact of such management on the Company's strategic
business plans and objectives. Members of the Finance and Strategy Committee,
which met three times during 2001, are Thomas F. Gaffney (Chairman), John R.
Albers, John A. Wing and F.A. Wittern, Jr. All members are non-employee
directors.
The Human Resources Committee reviews and recommends the compensation for
executive officers, including base salary, incentive compensation and other
benefits. The Human Resources Committee also administers the Company's stock
option plans. The Human Resources Committee has general oversight with respect
to the Company's compensation policy and employee benefit programs and
management succession planning. Members of the Human Resources Committee, which
met six times during 2001, are John W. Norris, Jr. (Chairman), Malcolm Candlish,
Alecia A. DeCoudreaux and Thomas F. Gaffney. All members are non-employee
directors.
The Investment and Risk Management Committee oversees investments and
investment policy of the Company and its operating subsidiaries. Members of the
Investment Committee, which met four times during 2001, are John A. Wing
(Chairman), Joseph A. Borgen, Ralph W. Laster, Jr. Andrew J. Paine, Jr. and F.A.
Wittern, Jr. All members are non-employee directors.
9
EXECUTIVE OFFICER/DIRECTOR COMPENSATION
EXECUTIVE OFFICER COMPENSATION
Summary Compensation Table
All compensation received, earned or accrued by such officers has been from
either the Company, AmerUs Life or AAG.
The following Summary Compensation Table sets forth certain information
concerning compensation for services rendered in all capacities awarded or paid
by the Company (including compensation paid by AmerUs Life and AAG) to its Chief
Executive Officer and the other named executive officers (collectively, the
"Named Executive Officers") during the years ended December 31, 2001, 2000, and
1999:
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------- --------------------------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP
NAME AND FISCAL BONUS(A) COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS(D)
PRINCIPAL POSITION YEAR SALARY($) ($) ($) (B)($) (C)(#) ($)
------------------ ------ --------- -------- ------------ ---------- ------------ ----------
Roger K. Brooks................ 2001 $625,000 $ 945,000 $ -- $ -- 150,000 $ --
Chairman, President and 2000 575,000 1,100,000 -- -- 195,000 --
Chief Executive Officer 1999 500,000 990,000 -- 107,520 70,000 47,924
of the Company
Thomas C. Godlasky............. 2001 400,000 500,000 -- -- 50,000 --
Executive Vice President 2000 365,000 450,000 -- -- 55,000 --
and Chief Investment 1999 315,000 490,000 -- 35,840 10,000 18,103
Officer of the Company
Mark V. Heitz.................. 2001 375,000 325,000 310,000(F) -- 50,000 --
President and Chief 2000 362,500 300,000 310,000(F) -- 55,000 --
Executive Officer of 1999 337,500 490,000 670,000(F) -- 20,000 --
AmerUs Annuity Group,
American Investors Life
Insurance Company and
Financial Benefit Life
Insurance Company
Gary R. McPhail................ 2001 375,000 175,000 -- -- 50,000 --
President and Chief 2000 362,500 325,000 -- -- 50,000 --
Executive Officer of 1999 335,000 365,000 -- 35,840 10,000 21,395
AmerUs Life and
Indianapolis Life and
Chairman, President and
Chief Executive Officer
of Delta Life and Annuity
Victor N. Daley................ 2001 262,500 225,000 -- -- 25,000 --
Executive Vice President 2000 250,000 275,000 -- -- 20,000 --
and Chief Administration 1999 220,000 315,000 -- 17,920 7,500 7,176
and Human Resources
Officer of the Company
ALL OTHER
NAME AND COMPENSATION
PRINCIPAL POSITION (E)($)
------------------ ------------
Roger K. Brooks................ $350,067
Chairman, President and 257,607
Chief Executive Officer 100,325
of the Company
Thomas C. Godlasky............. 82,267
Executive Vice President 79,497
and Chief Investment 61,304
Officer of the Company
Mark V. Heitz.................. 65,931
President and Chief 89,791
Executive Officer of 51,969
AmerUs Annuity Group,
American Investors Life
Insurance Company and
Financial Benefit Life
Insurance Company
Gary R. McPhail................ 55,426
President and Chief 57,311
Executive Officer of 38,419
AmerUs Life and
Indianapolis Life and
Chairman, President and
Chief Executive Officer
of Delta Life and Annuity
Victor N. Daley................ 82,082
Executive Vice President 82,600
and Chief Administration 49,912
and Human Resources
Officer of the Company
-------------------------
(A) In 1999, a new Senior Executive Incentive Plan ("SEIP") was recommended by
the outside executive compensation consultant retained by the Human
Resources Committee of the Board to replace the Management Incentive Plan
("MIP") for senior executives. For 1999 and 2000, the SEIP provided for an
incentive pool of money using a formula driven by increasing the Company's
Earnings Per Share ("EPS"). In 2001, the SEIP incentive pool was calculated
using a formula driven by operating earnings and company-wide expense
reductions. Pursuant to the MIP and the SEIP, bonuses shown for 1999, 2000
and 2001 were paid in 2000, 2001 and 2002 respectively. The SEIP provides
that employees participating in the plan are eligible to defer a portion of
their annual bonus to purchase phantom stock units at a price per unit
equal to the fair market value of the Company's common stock on the date of
10
purchase. The Company will match a specified percentage of the phantom
stock units purchased pursuant to the deferral program up to a total of
$20,000 per each deferral. On the third anniversary of the employee's
deferral, the Company will pay to the employee an amount in cash determined
by multiplying the number of units times the fair market value of the
Company's common stock on that date, provided the employee continues to be
employed by the Company or one of its subsidiaries on that date. The entire
Company match is forfeited if the employee's employment terminates prior to
the third anniversary of the employee's deferral. The Human Resources
Committee of the board of directors determines the maximum amount of bonus
that can be deferred and the percentage match of the Company. For the 2001
bonus paid in 2002, the following amounts were deferred: Mr. Brooks --
$150,000; Mr. McPhail -- $87,500; Mr. Godlasky -- $40,000; Mr.
Heitz -- $40,000; and Mr. Daley -- $40,000. The Company match was 50% up to
a maximum of $20,000.
(B) Restricted Stock is valued without regard to restrictions on transfer. The
awards will not vest until the third anniversary of the date the award was
granted. At December 31, 2001 (based upon a fair market value stock price
on that date of $35.84) the number and market value of shares of restricted
stock held by each of the named executive officers were as follows: Mr.
Brooks (3,000; $107,520), Mr. Godlasky (1,000; $35,840), Mr. McPhail
(1,000; $35,840), and Mr. Daley (500; $17,920). The shareholder is entitled
to receive cash dividends and has all other rights as a shareholder as to
such shares prior to vesting. However, the entire award is forfeited if the
shareholder's employment terminates prior to vesting. Effective February
12, 2002, the restrictions on these awards were removed.
(C) The options were granted with an exercise price equal to the fair market
value of the underlying stock on the date of grant.
(D) Pursuant to the long-term incentive compensation performance share plan
(the "LTIP"). The LTIP was discontinued as of 1998 and no awards were made
in 1998 or 1999. The final payout for awards granted in previous years
occurred in 1999.
(E) Amounts shown as "Other Compensation" for 1999, 2000 and 2001 are comprised
of the items set forth in the table below.
QUALIFIED PLAN
---------------------------------------------------
401(K)
MATCHING BASIC BENEFIT
CONTRIBUTIONS($) CONTRIBUTIONS($) SUPPLEMENT($)
---------------- ---------------- -------------
Roger K. Brooks...... 2001 $8,500 $6,800 $14,841
2000 8,500 6,800 4,200
1999 8,000 6,400 5,600
Thomas C. Godlasky... 2001 8,500 6,800 2,618
2000 8,500 6,800 2,618
1999 8,000 6,400 9,702
Mark V. Heitz........ 2001 8,500 6,800 5,950
2000 8,500 6,800 4,200
1999 8,000 6,400 5,600
Gary R. McPhail...... 2001 8,500 6,800 --
2000 8,500 6,800 --
1999 8,000 6,400 --
Victor N. Daley...... 2001 8,500 6,800 13,872
2000 8,500 6,800 4,200
1999 8,000 6,400 5,600
SUPPLEMENTAL EXECUTIVE EXCESS BENEFIT
RETIREMENT PLAN PLAN
-------------------------------------------------- --------------
INTERIM
SERP MATCHING BASIC BENEFIT BENEFIT
CONTRIBUTIONS($) CONTRIBUTION($) SUPPLEMENT($) SUPPLEMENT($)
---------------- --------------- ------------- -------------
Roger K. Brooks...... $118,963 $61,374 $133,948 $ 5,641
64,192 51,304 111,970 10,641
22,297 15,604 34,056 8,368
Thomas C. Godlasky... 30,362 24,539 9,448 --
29,627 23,070 8,882 --
13,135 7,608 16,459 --
Mark V. Heitz........ 16,712 14,917 13,052 --
27,417 21,933 19,191 1,750
12,656 10,300 9,013 --
Gary R. McPhail...... 23,006 17,120 -- --
23,891 18,120 -- --
14,815 9,204 -- --
Victor N. Daley...... 13,823 11,321 23,094 4,672
15,568 12,454 25,406 9,672
8,713 4,521 9,222 7,456
(F) Mr. Heitz received a Special Performance bonus in 1999, 2000 and 2001.
11
Option Grants Table
The following table presents information as to stock options granted during
the year ended December 31, 2001. The two columns on the right project the
amount that could be earned if the common stock price appreciates at the annual
rates indicated and if the options are held until the expiration dates shown.
There is no assurance that any particular level of potential realizable value
will actually be earned.
OPTION GRANTS FOR FISCAL YEAR 2001
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS POTENTIAL REALIZABLE VALUE AT
UNDERLYING GRANTED TO EXERCISE ASSUMED ANNUAL RATES OF
OPTIONS EMPLOYEES IN PRICE EXPIRATION STOCK PRICE APPRECIATION FOR
GRANTED(1) FISCAL YEAR ($/SH) DATE OPTION TERM($)(2)
---------- ------------ -------- ---------- -----------------------------
NAME 5% 10%
---- -- ---
Roger K. Brooks.......... 150,000 18.5% $30.05 2/9/2011 $2,834,743 $7,183,794
Mark V. Heitz............ 50,000 6.2% 30.05 2/9/2011 944,914 2,394,598
Gary R. McPhail.......... 50,000 6.2% 30.05 2/9/2011 944,914 2,394,598
Thomas C. Godlasky....... 50,000 6.2% 30.05 2/9/2011 944,914 2,394,598
Victor N. Daley.......... 25,000 3.1% 30.05 2/9/2011 472,457 1,197,299
---------------
(1) These options were granted on February 9, 2001 at the then fair market value
of the Company's common stock. The options vest and become exercisable on
February 9, 2002, February 9, 2003 and February 9, 2004 in 33% increments
respectively.
(2) Potential realizable value is based on the assumption that the common stock
price appreciates at the annual rate shown (compounded annually) from the
date of grant until the end of the ten-year option period. The Company's
stock price at the end of the ten-year term for the options granted to all
executive officers are $48.95 and $77.94, for 5% and 10% appreciation,
respectively. The numbers are calculated based on requirements promulgated
by the Securities and Exchange Commission. The actual value, if any, an
executive may realize will depend on the excess of the stock price over the
exercise price on the date the option is exercised (if the executive were to
sell the shares on the date of exercise), so there is no assurance that the
value realized will be at or near the potential realizable value as
calculated in this table. The total gain to all shareholders using all
executive officers' values would be $789,727,312 and $2,001,324,062 at 5%
and 10% annual appreciation, respectively. The aggregate gains for the above
officers represent less than 0.78% of the gain to all shareholders.
Option Exercises and Values Table
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUE
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FY-END(#) FY-END($)(1)
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
Roger K. Brooks............ -- -- 391,900 188,100 4,232,877 1,889,323
Mark V. Heitz.............. -- -- 239,713 58,267 3,416,766 584,637
Gary R. McPhail............ -- -- 126,700 53,300 1,284,825 507,625
Thomas C. Godlasky......... -- -- 120,034 54,966 1,257,985 534,015
Victor N. Daley............ -- -- 66,692 25,808 655,132 240,068
---------------
(1) Based on a closing stock price of $35.84 per share on December 31, 2001, the
last business day of the Company's fiscal year and the exercise price of
in-the-money options multiplied by the number of shares subject to
in-the-money options.
12
Long-Term Incentive Compensation Plan
AmerUs Life established the LTIP, effective January 1, 1995. The LTIP was
discontinued as of 1998 and no awards were made in 1998 or 1999. The final
payout for awards granted in previous years occurred in 1999.
Stock Incentive Plans
On September 15, 1996, the Company's board of directors adopted the AmerUs
Group Co. Stock Incentive Plan (the "1996 Stock Plan"). The 1996 Stock Plan was
approved by the Company's shareholders and became effective on December 4, 1996.
No grants were made under the 1996 Stock Plan until July 28, 1997. The purpose
of the 1996 Stock Plan is to enable the Company to attract and retain employees
and to align employees' interest with the performance of the Company. The 1996
Stock Plan provides for the grant of options (including incentive stock options
and non-qualified stock options), stock appreciation rights and restricted stock
awards. No options were granted to the Executive Officers under the 1996 Stock
Plan in 2001.
On February 11, 2000, the board of directors adopted the AmerUs Group 2000
Stock Incentive Plan (the "2000 Stock Plan"). The 2000 Stock Plan was approved
by the shareholders and became effective May 5, 2000. Options were granted to
all Executive Officers under the 2000 Stock Plan in 2001.
Executive Stock Purchase Plan
In November 1998, the Company adopted the AmerUs Group Co. Executive Stock
Purchase Plan (the "Stock Purchase Plan") to encourage direct, long-term
ownership of the Company's securities by executive officers and certain senior
officers. Under the Purchase Plan, up to $25 million of common stock or the
Company's 7.00% Adjustable Conversion-rate Equity Securities Units ("ACES
Units") could be purchased in open market or negotiated transactions with
independent parties. Purchases were to be financed by full recourse personal
loans at market interest rates to the participants from a bank. The Company
agreed to guarantee the loans in the event of default, but has recourse to the
participants if it incurs a loss under the guarantee. Participants in the Stock
Purchase Plan are fully liable for any losses, as well as for the repayment of
the loan when it comes due. A total of 49 officers of the Company and its
subsidiaries, including the Named Executive Officers, elected to participate in
the Stock Purchase Plan.
Savings and Profit Sharing Plans
Each of the Named Executive Officers participates in the All*AmerUs Savings
& Retirement Plan (the "Savings & Retirement Plan"), a profit sharing plan
containing a qualified cash or deferred arrangement and the nonqualified
All*AmerUs Supplemental Executive Retirement Plan (the "Supplemental Plan"). Of
the Named Executive Officers, Messrs. Brooks and Daley also participate in the
nonqualified All*AmerUs Excess Benefit Plan (the "Excess Plan"). Each of the
Named Executive Officers, except Messrs. Heitz and McPhail, also had a frozen
benefit under the qualified American Mutual Life Insurance Company Pension Plan
(the "AML Frozen Pension Plan"). Additionally, the Named Executive Officers,
except Messrs. Heitz and McPhail, have a frozen benefit under the nonqualified
American Mutual Life Insurance Company Supplemental Executive Retirement Plan
(the "AML Frozen SERP").
Under the Savings & Retirement Plan, the Company will contribute 4% of each
eligible participating employee's compensation as of the end of a plan year in
accordance with plan provisions ("Basic Contribution"). With the merger of the
AAG Employee Stock Ownership Plan (the "AAG ESOP"), beginning with the 1999 Plan
year, this Basic Contribution will be made in the form of cash and shares of the
Company's common stock; the portions of cash and stock will be determined at the
end of each year and may vary year to year. The shares of stock contributed as
part of the Basic Contribution will be made in accordance with the plan
provision of the Employee Stock Ownership Plan (ESOP) component of the Savings &
Retirement Plan. In addition, the Company will make a maximum matching
contribution equal to 5% of an employee's compensation for the first 4% of
salary deferral ("Matching Contributions").
The Company may also contribute to the Savings and Retirement Plan and
Supplemental Plan, on behalf of each participating employee who was, as of
December 31, 1995, an active participant in either the AML
13
Frozen Pension Plan or AML Frozen SERP (hereafter jointly referred to as the
"Frozen Pension Plans"), a certain percentage of such employee's compensation
("Interim Benefit Supplement") in order to make up any shortfall between the
amount to which such employee would have been entitled under either of the
Frozen Pension Plans as compared to such employee's projected benefits under the
Savings & Retirement Plan and Supplemental Plan. The amount of the Interim
Benefit Supplement made on behalf of any eligible employee is reduced by any
discretionary profit sharing contribution allocated to such employee under the
Savings & Retirement Plan and the Supplemental Plan. Each of the Named Executive
Officers, except Messrs. Heitz, Godlasky and McPhail, received an Interim
Benefit Supplement in 2001.
As a result of the plan mergers, the Company may also contribute to the
Savings & Retirement Plan and Supplemental Plan, on behalf of each AAG employee
who was, as of January 1, 1999, an active qualifying AAG employee for the AAG
Money Purchase Pension Plan (the "AAG MPPP"), a certain percentage of such
employee's compensation (the "Benefit Supplement") in order to make up any
shortfall between the projected benefits such employee would have had under the
AAG MPPP as compared to such employee's projected benefits under the Savings &
Retirement Plan and Supplemental Plan. The amount of the Benefit Supplement made
on behalf of any eligible AAG employee is reduced by any discretionary
contribution allocated to such employee under the Savings & Retirement Plan and
the Supplemental Plan. Of the Named Executive Officers, only Mr. Heitz receives
a Benefit Supplement.
The following table sets forth the frozen accrued monthly benefits payable
as a straight life annuity to each of the Named Executive Officers under the AML
Frozen SERP, assuming retirement at age 65 (current normal retirement age):
PENSION TABLE
FROZEN ACCRUED BENEFITS
MONTHLY
NAME BENEFITS
---- --------
Roger K. Brooks............................................. $17,363
Mark V. Heitz............................................... 0
Gary R. McPhail............................................. 0
Thomas C. Godlasky.......................................... 671
Victor N. Daley............................................. 68
Supplemental Benefit Agreement
In April 1999, the Company entered into Supplemental Benefit Agreements
with each of its Named Executive Officers, which were amended in February 2000.
These agreements provide that in the event of (i) a change of control of the
Company (as defined below) and (ii) a termination by the Named Executive Officer
for "good reason" or a termination of the Named Executive Officer not for cause
within two years of a change of control, the Named Executive Officer shall be
entitled to: (1) a cash severance payment in an amount equal to three times such
officer's annual base compensation and bonus; (2) continuation of employee
welfare benefits for three years; and (3) immediate vesting of benefits under
the Savings and Retirement Plan, the Supplemental Plan and the Excess Plan.
Payments to any of the Named Executive Officers under the Supplemental Benefit
Program will be increased to offset the affects of any excise taxes payable with
respect to such payments.
For purposes of the Supplemental Benefit Program, a change of control shall
be deemed to have occurred upon the happening of any one of the following
events: (1) the individuals who, prior to any merger, consolidation, dissolution
or similar transaction ("Transaction"), constituted the Company's board of
directors, ceasing to constitute at least a majority thereof, unless the
election, or the nomination for election of each director of the Company for a
period of two years following consummation of the Transaction was approved by a
vote of at least two-thirds of the directors of the Company then still in office
who were directors of the Company prior to such Transaction; or (2) any
acquisition of twenty-five percent or more of the Company's common stock.
14
Also, for purposes of the Supplemental Benefit Program, termination for
"good reason" means a change of control and the occurrence of any one of the
following events without the Named Executive Officer's consent: (1) the
assignment to such officer of duties substantially inconsistent with such
officer's position, duties, responsibility or status with the Company or a
substantial reduction of such officer's duties or responsibilities, as compared
with such officer's duties or responsibilities prior to such reduction, or any
removal of such officer from, or any failure to re-elect the officer to, the
position such officer held at the time of such removal or failure to re-elect,
except in connection with termination of employment for cause; (2) a reduction
in the amount of such officer's base compensation, a material reduction in
payments received by such officer under any bonus or incentive plans in which
the such officer participates or a material reduction in any other perquisites
to which such officer is entitled; (3) the relocation of such officer's
principal office to a location more than thirty-five miles from the location of
such office immediately prior to such change of control; or (4) any material
breach by the Company of any of the provisions of the Supplemental Benefit
Agreement.
DIRECTOR COMPENSATION
For their services on the board of directors, non-employee directors are
paid $20,000 per year and $2,000 for each board meeting attended and $1,000 for
each committee meeting attended. The chairman of each of the Audit, Board
Operations, Finance and Strategy, Human Resources, and Investment Committees
receives an additional $4,000 per year.
Non-employee directors participate in both the Non-Employee Director Stock
Plan ("Director Plan"), which was approved by the Company's shareholders on
December 4, 1996, and the AmerUs Group 2000 Stock Incentive Plan. Under these
plans, options to purchase 2,500 shares of the Company's common stock were
automatically granted to each non-employee director on the first business day of
each year beginning in 1998 and 3,500 shares beginning in 2002. The exercise
price for all non-employee director options granted under the plans is 100% of
the fair market value of the shares on the date of grant. All such options vest
and become exercisable in equal installments on the first, second and third
anniversary of the date of grant, assuming continued service on the board of
directors.
The Director Plan also provides that non-employee directors may elect to
take all or part of their director fees in the Company's common stock. Directors
making this election will receive the number of shares equal to the dollar
amount of director fees, which the director has elected to receive in the form
of stock, divided by 75% of the fair market value of the stock as of each
payment date. Each director making this election must enter into an agreement
which restricts the stock from being sold, transferred, pledged or assigned for
a period of two years from the purchase date.
In accordance with the Combination Agreement pursuant to which the Company
acquired ILICO, Larry R. Prible, chairman, president and chief executive officer
of ILICO was appointed to the Company's board of directors as vice chairman
effective May 18, 2001, the closing date of the acquisition. In connection with
Mr. Prible's resignation from the Company's board of directors in July 2001 and
the termination of his employee relationships with the Company and all of its
affiliates or subsidiaries effective October 2001, Mr. Prible received the
following payments from the Company or ILICO subsequent to May 18, 2001: (1) a
lump sum severance payment of $1,800,360 pursuant to his Executive Employment
Agreement with ILICO dated May 11, 2000 ("employment agreement"); (2) a bonus
payment of $211,141 pursuant to the employment agreement and (3) $247,500 in
salary continuation payments, and insurance and vacation benefits on the same
terms as any other active employee, through October 31, 2001. Mr. Prible will
also receive pension benefits to which he is entitled under the employment
agreement.
15
PERFORMANCE GRAPH
The following Performance Graph compares the cumulative total shareholder
return on the Company's common stock for the period from January 28, 1997, the
date of the Company's initial public offering, through December 31, 2001, with
the cumulative total return of the Russell 2000 stock index and a peer group of
companies (the "Peer Group") consisting of twelve life insurance companies whose
stock is publicly traded to which the Company compares its business and
operations: Conseco Inc., Delphi Financial Group, Inc., FBL Financial Group,
Inc., Great American Financial Resources, Inc., Jefferson-Pilot Corporation,
Kansas City Life Insurance Company, Lincoln National Corporation, MONY Group,
Inc., Phoenix Companies, Inc., Presidential Life Corporation, Principal
Financial Group, Inc. and Protective Life Corporation. During 2001, Liberty
Financial Companies was removed from the Peer Group because it was acquired by
another company and is no longer publicly traded. In addition, Phoenix
Companies, Inc. and Principal Financial Group, Inc., which first became public
companies in 2001, were added because their business and operations are
comparable to the Company's. The graph assumes a $100.00 investment on January
28, 1997 and the reinvestment of dividends. The return of the Peer Group is
based on the return of each company included therein weighted to reflect each
such company's stock market capitalization.
CUMULATIVE TOTAL RETURNS
PERIOD BEGINNING JANUARY 28, 1997 AND ENDING DECEMBER 31, 2001
TOTAL SHAREHOLDER RETURNS
[PERFORMANCE GRAPH]
--------------------------------------------------------------------------------------------------------------------
1/28/97 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
--------------------------------------------------------------------------------------------------------------------
AmerUs Group Co. $100.00 $225.82 $139.02 $145.37 $208.44 $233.37
--------------------------------------------------------------------------------------------------------------------
Peer Group 100.00 146.67 172.95 157.53 184.83 166.68
--------------------------------------------------------------------------------------------------------------------
Russell 2000 100.00 119.25 115.14 137.73 131.94 133.30
--------------------------------------------------------------------------------------------------------------------
16
HUMAN RESOURCES COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Human Resources Committee (the "Committee") presently consists of Ms.
DeCoudreaux, and Messrs. Candlish, Gaffney, and Norris, none of whom is an
employee of the Company. As part of its duties, the Committee reviews
compensation levels of executive officers, evaluates management performance and
administers the Company's Senior Executive and Management Incentive Plans, and
Stock Option Plan. The Committee is assisted by the Company's Human Resources
personnel, and from time to time by compensation consulting firms which supply
the Committee statistical data and other executive compensation information to
permit the Committee to compare the Company's compensation policies against
compensation levels nationwide and against programs of other companies of
similar size in the Company's industry and geographic area.
The Company's executive compensation programs are designed to attract and
retain executives who will contribute to the Company's long-term success, to
reward executives for achieving the Company's short and long term strategic
goals, to link executive compensation and shareholder interests through Company
performance and equity based plans, and to recognize individual contributions to
Company performance.
Compensation for the Company's executive officers consists of three
principal elements: base salary, annual incentive, and long-term incentive. The
combination and relative weighting of these elements reflect the Committee's
belief that executive compensation should be closely tied to the Company's
profitability and shareholder value.
Base Salary. Executive officer salaries are initially determined by
evaluating the responsibilities of the position held and the experience and
performance of the individual, with reference to the competitive marketplace for
executive talent, including a comparison to base salaries for comparable
positions based on statistical data provided by the Company's compensation
consultants. Executive officer base salaries are targeted at the 40th percentile
established by such data in order to place a greater emphasis on Company
performance-based components of the compensation package. The Committee reviews
executive salaries annually and adjusts them as appropriate to reflect changes
in market conditions and individual performance and responsibilities. Base
compensation for Roger K. Brooks, the Company's Chairman, President and Chief
Executive Officer, has increased from $625,000 to $710,000 effective March 1,
2002.
Annual Incentive. The Company's annual incentive program acknowledges
Company and individual performance. Generally, awards under the annual program
can be paid only if the Company achieves certain pre-approved targets
established by the Committee. The annual program is intended to bring the
executives' total cash compensation (base salary and annual incentive) to the
50th percentile established by reference to the statistical data discussed above
when all Company profitability and individual performance criteria are met. In
those circumstances where performance exceeds pre-approved targets, the total
cash compensation could exceed the 50th percentile.
For fiscal 2001, the Committee approved an incentive program based on Net
Operating Earnings and an overall expense reduction objective. A pool was
generated based on a pre-established formula. The CEO's bonus under the
incentive program was based on a fixed percentage of the calculated pool. Once
eligibility was established, other executive's awards were recommended by the
CEO and adjusted and approved at the Committee's discretion based on individual
performance and other Company performance criteria. Based on results of the
company against the pre-determined targets, an award of $945,000 was granted for
2001 performance to Mr. Brooks.
Long-Term Incentive. The company has established a long-term incentive plan
utilizing a Stock Option Plan designed to align the interests of executive
officers with those of the Company's shareholders. Under the Company's Stock
Option Plan, stock options may be granted to executive officers and other key
employees of the Company and its subsidiaries and affiliates. Upon joining the
Company, an individual's initial option grant will be based on the individual's
responsibilities and position and upon competitive market information provided
by the Company's compensation consultants. Thereafter, the size of any annual
stock option award will be based primarily on an individual's responsibilities
and the individual's performance and position with
17
the Company. All stock options granted to the Company's executive officers will
be granted with an exercise price equal to the fair market value of the
Company's common stock on the date of grant and will generally vest over three
years. Vesting is designed to encourage the creation of stockholder value over
the long term since no benefit will be realized from the stock option grant
unless the price of the common stock rises over a number of years. Mr. Brooks
was granted 120,000 share options as of February 8, 2002.
Other elements of executive compensation include participation in a
Company-wide medical and insurance benefits plan, and the ability to defer
compensation pursuant to a 401(k) plan. The Company presently makes matching
contributions for all participants in the 401(k) plan subject to a maximum
Company match of 5% for the first 4% of salary deferral. Additionally, a core
contribution of 4% of base salary plus annual incentive is contributed to all
participants' accounts. In 2002, a portion of the core contribution of 4% will
be offset by the ESOP component in the 401(k).
Mr. Brooks receives no other material compensation or benefits not provided
to all executive officers.
The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
thereunder. Section 162(m) disallows a tax deduction for any publicly held
corporation for individual compensation exceeding $1 million in any taxable year
for any of the Named Executive Officers, unless such compensation is
performance-based. The Company's policy is to qualify, to the extent reasonable,
its executive officers' compensation for deductibility under applicable tax
laws. However, the Committee believes that its primary responsibility is to
provide a compensation program that will attract, retain and reward the
executive talent necessary to the Company's success. Consequently, the Committee
recognizes that the loss of a tax deduction could be necessary in some
circumstances.
HUMAN RESOURCES COMMITTEE OF THE
BOARD OF DIRECTORS
John W. Norris, Jr., Chairman
Malcolm Candlish
Alecia A. DeCoudreaux
Thomas F. Gaffney
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are set forth in the preceding
section. There are no members of the Compensation Committee who were officers or
employees of the Company or any of its subsidiaries during the fiscal year,
formerly officers of the Company, or had any relationship otherwise requiring
disclosure hereunder.
18
REPORT OF THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
The Audit Committee reviews the Company's financial reporting process on
behalf of the board of directors. Management has the primary responsibility for
the financial statements and the reporting process including the system of
internal controls. The independent auditors are responsible for expressing an
opinion on the conformity of those audited financial statements with accounting
principles generally accepted in the United States.
In this context, the Committee has met and held discussions with management
and the independent auditors. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Committee has reviewed and
discussed the consolidated financial statements with management and the
independent auditors. The Committee discussed with the independent auditors
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication With Audit Committees) as amended.
In addition, the Committee has discussed with the independent auditors, the
auditor's independence from the Company and its management, including the
matters in the written disclosures required by the Independence Standards Board
Standard No. 1 (Independence Discussions With Audit Committees).
The Audit Committee acts pursuant to the Audit Committee Charter adopted by
the board of directors. Each of the Audit Committee members satisfies the
definition of independent director as established under the listing standards of
the New York Stock Exchange.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the board of directors, and the Board has approved, that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the year ended December 31, 2001, for filing with the Securities and
Exchange Commission.
Respectfully submitted by the members of the Audit Committee of the board
of directors:
Joseph A. Borgen, Chair
Malcolm Candlish
Ralph W. Laster, Jr.
Jack C. Pester
INDEPENDENT AUDITOR FEES
The following table sets forth the aggregate fees billed to the Company and
subsidiaries for the fiscal year ended December 31, 2001 by the Company's
independent auditor, Ernst & Young LLP:
Audit fees.................................................. $ 680,000
Financial Information Systems Design and Implementation..... --
All other fees:
Audit related fees (a).................................... 474,860
Non-Audit related (b)(c).................................. 1,199,434
----------
$2,354,294
==========
---------------
(a) Primarily related to statutory and benefit plan audits, control and security
testing, and acquisition due diligence and related matters.
(b) Includes fees for accounting and tax assistance, tax compliance and other
non-audit related services.
(c) The audit committee has considered whether the provision of these services
is compatible with maintaining Ernst & Young LLP's independence.
19
CERTAIN TRANSACTIONS AND RELATIONSHIPS
LOAN GUARANTEE
Pursuant to the Stock Purchase Plan, the Company guaranteed personal loans
in the aggregate amount of approximately $24.4 million plus interest made by a
bank to certain members of the Company's management, including the Named
Executive Officers. Each participant has agreed to repay the Company for any
amounts paid by the Company under the guarantee in accordance with a
reimbursement agreement entered into between the participant and the Company. As
of February 28, 2002, the outstanding principal balances of the bank loans to
the Named Executive Officers which are guaranteed by the Company were as
follows: Mr. Brooks -- $4,017,660; Mr. Heitz -- $1,674,722; Mr.
McPhail -- $1,004,379; Mr. Godlasky -- $1,504,759; and Mr. Daley -- $903,897.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, executive officers and 10 percent holders of the Company's common
stock to file reports concerning their transactions in, and ownership of the
Company's equity securities. Based solely on the review of the Forms 3, 4 and 5
furnished to the Company and certain representations made to the Company, the
Company believes that there were no filing deficiencies under Section 16(a) by
its directors and executive officers during 2001.
20
PROPOSAL 2
SELECTION OF AUDITORS
The board of directors, acting upon recommendation of the Audit Committee,
has appointed the firm of Ernst & Young LLP to examine the financial statements
of the Company and its subsidiaries for the fiscal year ending December 31,
2002. The favorable vote of the holders of the majority of the outstanding
shares present in person or represented by proxy and entitled to vote at the
annual meeting is required for shareholder ratification of this action. Ernst &
Young LLP served as the Company's independent auditor during the 2001 fiscal
year.
KPMG LLP was the independent auditor for the Company until December 31,
2000. On February 19, 2001, management of the Company notified KPMG LLP that
their appointment as independent auditor would be terminated effective upon
issuance of KPMG LLP's reports on the consolidated financial statements of the
Company and subsidiaries for the year ended December 31, 2000. Ernst & Young LLP
was engaged as independent auditor effective upon KPMG LLP's termination. The
decision to change auditors was recommended by the Audit Committee of the board
of directors and approved by the board of directors.
In connection with the audits of the two fiscal years ended December 31,
2000, there were no disagreements with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make reference in connection with their opinion to the subject
matter of the disagreement.
The audit reports of KPMG LLP on the consolidated financial statements of
the Company and subsidiaries as of and for the years ended December 31, 2000 and
1999, did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles.
Representatives from Ernst & Young LLP will be present at the 2002 annual
meeting. The representatives will have the opportunity to make a statement if
they so desire, and will also be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL
21
OTHER MATTERS
Neither the board of directors nor management intends to bring any matter
for action at the 2002 annual meeting of shareholders other than those matters
described above. If any other matter or any proposal should be presented and
should properly come before the meeting for action, the persons named in the
accompanying proxy will vote upon such matter and upon such proposal in
accordance with their best judgment.
SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING
Under the rules of the Securities and Exchange Commission (the "SEC"),
proposals of shareholders intended to be presented at the 2003 annual meeting of
shareholders (May 2003) must be received by the Company no later than November
29, 2002, as well as meet the other SEC requirements, in order to be considered
for inclusion in the Company's 2003 Annual Meeting Proxy Statement and form of
proxy to be mailed in March 2003.
The Company's By-laws set forth certain procedures which shareholders must
follow in order to nominate a director or present any other business at an
annual meeting of shareholders. Generally, a shareholder must give timely notice
to the Secretary of the Company. To be timely, a shareholder's notice must be
delivered or mailed to and received at the principal executive offices of the
Corporation not less than one hundred twenty (120) calendar days in advance of
the date specified in the Corporation's proxy statement released to shareholders
in connection with the previous year's annual meeting of shareholders; provided,
however, that in the event that no annual meeting was held in the previous year
or the date of the annual meeting has been changed by more than thirty (30) days
from the date contemplated as the time of the previous year's proxy statement,
notice by the shareholder to be timely must be received not later than the close
of business on the later of one hundred twenty (120) calendar days in advance of
such annual meeting or ten (10) calendar days following the date on which public
announcement of the date of the meeting is first made. A shareholder's notice to
the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business, (iii) the class
and number of shares of the Corporation's capital stock that are beneficially
owned by such shareholder and (iv) any material interest of the shareholder in
such business, and other information that is required to be provided by the
shareholder pursuant to Regulation 14A under the Securities and Exchange Act of
1934, as amended (the "1934 Act") "in his/her capacity as a proponent to a
shareholder proposal. If you would like a copy of the relevant By-law provision
regarding the requirement for mailing shareholder proposals and nominating
director candidates, please contact James A. Smallenberger, Secretary, AmerUs
Group Co., 699 Walnut Street, Des Moines, Iowa 50309-3948.
By Order of the board of directors
/s/ JAMES A. SMALLENBERGER
James A. Smallenberger
Senior Vice President
and Secretary
Dated: March 22, 2002
22
APPENDIX I
AMERUS GROUP CO. AUDIT COMMITTEE CHARTER
COMMITTEE ROLE
The committee's role is to act on behalf of the board of directors and
monitor all material aspects of the company's financial reporting, control, and
audit functions, except those specifically related to the responsibilities of
another standing committee of the board.
The role also includes coordination with other board committees and
maintenance of strong, positive working relationships and communications with
management, external and internal auditors, general counsel, and other committee
advisors.
COMMITTEE MEMBERSHIP
The committee will be comprised of three or more directors as determined by
the board, each of whom will be independent directors and free from any
relationship that, in the opinion of the board, would interfere with the
exercise of his or her independent judgement as a member of the committee. All
members of the committee will have a working familiarity with basic finance and
accounting practices, and at least one member of the committee will have
accounting or related financial management expertise. Membership requirements
will comply with the requirements of the New York Stock Exchange.
COMMITTEE OPERATING PRINCIPLES
The committee will fulfill its responsibilities within the context of the
following overriding principles:
Communications -- The chairperson and others on the committee shall, to the
extent appropriate, have contact throughout the year with senior management,
other committee chairpersons, and other key committee advisors, external and
internal auditors, etc., as applicable, to strengthen the committee's knowledge
of relevant current and prospective business issues.
Committee Education/Orientation -- The committee, with management, shall
develop and participate in a process for review of important financial and
operating topics that present potential significant risk to the company.
Additionally, individual committee members are encouraged to participate in
relevant and appropriate self-study education to increase their understanding of
the business and environment in which the company operates.
Meeting Agenda -- Committee meeting agendas will ultimately be the
responsibility of the committee chairperson, with input from committee members.
It is expected that the chairperson would also ask for management and key
committee advisors, and perhaps others, to participate in this process.
Committee Expectations and Information Needs -- The committee shall
communicate committee expectations and the nature, timing, and extent of
committee information needs to management, internal audit, and external parties,
including external auditors. Written materials shall be received from
management, auditors, and others at least one week in advance of meeting dates.
Meeting conduct will assume board members have reviewed written materials in
sufficient depth to participate in committee/board dialogue.
External Resources -- The committee will be authorized to access internal
and external resources, as the committee requires, to carry out its
responsibilities, and if deemed necessary to retain special legal, accounting or
other consultants to advise the committee.
Committee Meeting Attendees -- The committee will request members of
management, counsel, internal audit, and external auditors, as applicable, to
participate in committee meetings, as necessary, to carry out the committee
responsibilities.
Internal/External Auditor Independence -- The committee will inform
internal and external auditors of their responsibility to contact the audit
committee chairman and/or members of the committee at any time in case they have
any issues that, in their opinion, have not been satisfactorily resolved. These
contacts can be
23
made with or without management's concurrence or knowledge. At each committee
meeting the committee will meet in executive session separately with the
internal auditor and, when in attendance, the external auditors.
Annual Reporting -- The committee will make recommendations to the Board
concerning the inclusion of the annual audited financial statements in the
company's annual report on form 10-K.
Reporting to the board of directors -- The committee, through the committee
chairperson, will report periodically, as deemed necessary, but at least
semi-annually, to the full board.
Change in Role or Responsibilities -- Changes in role and/or
responsibilities, if any, will be recommended to the full board for approval.
While the audit committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the audit committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with accounting principles generally accepted in
the United States. Management is responsible for preparing the company's
financial statements, and the independent auditors are responsible for auditing
those financial statements. It is not the duty of the audit committee to conduct
investigations, to resolve disagreements, if any, between management and the
independent auditor or to assure compliance with laws and regulations and the
company's guiding principles.
MEETING FREQUENCY
The committee will meet at least four times per year. Additional meetings
shall be scheduled as considered necessary by the committee or chairperson. In
addition, the committee, or at least its Chair, should communicate with
management and the external auditor in any quarter where there are material or
significant matters based upon the auditor's limited review procedures.
REPORTING TO SHAREHOLDERS
The committee will make available to shareholders a summary report that
describes the committee's composition and responsibilities, and how they were
discharged. Committee disclosures and reporting will be in compliance with any
SEC requirements. The report will be included in the company's proxy statement
as provided by applicable security laws.
COMMITTEE'S RELATIONSHIP WITH EXTERNAL/INTERNAL AUDITORS
The external auditors, in their capacity as independent public accountants,
will be responsible to the board of directors and the audit committee as
representatives for the shareholders. The audit committee and the Board will be
responsible to select, evaluate, and if necessary, replace the external
auditors.
As the external auditors review financial reports, they will be reporting
to the audit committee. They will report all relevant issues to the committee
responsive to agreed upon committee expectations.
Prior to including the financial statements with form 10-K for filing with
the SEC, the committee will discuss the results of the audit, including their
judgments about the quality of accounting principles and clarity of financial
disclosures, with the external auditors and ensure receipt of a formal written
statement from the external auditors in accordance with AICPA SAS 61 and 90.
It is required that the external auditors perform a review of interim
financial statements prior to the filing of quarterly reports on form 10-Q. Any
material or significant matters identified by the external auditors during their
review of interim financial information will be communicated to the audit
committee, or at least its chairman, prior to the filing of the Form 10-Q as
required under the revised SAS No. 71.
The committee will review with the external auditors any management letters
provided as well as management's responses to the items reported.
The committee will discuss with the external auditor relationships or
services that may affect auditor independence, and obtain written disclosure and
a letter as to the independence of the auditors as required by
24
ISB Standard No. 1. If the committee is not satisfied with the auditors'
assurances of independence, it will take or recommend to the full board
appropriate action to ensure the independence of the external auditor.
The internal audit function will report to the Chief Financial Officer but
has unfettered access to the board of directors through the audit committee.
If either the internal or the external auditors identify significant issues
relative to the overall board responsibility that have been communicated to
management but, in their judgment, have not been adequately addressed, they
should communicate these issues to the committee chairperson and the committee.
The committee will review and monitor important internal and external
auditor recommendations on financial reporting, controls, other matters, and
management's response thereto.
PRIMARY COMMITTEE RESPONSIBILITIES
Monitor Financial Reporting and Risk Control Related Matters
The committee will:
Financial Reporting and Controls -- Monitor key financial statement issues
and risks, their impact or potential effect on reported financial information,
the processes used by management to address such matters, related auditor views,
and the basis for audit conclusions.
Internal Controls and Regulatory Compliance -- Monitor the company's system
of internal controls for detecting accounting and reporting financial errors,
fraud and defalcations, and legal violations.
Internal Audit Reports -- Review reports prepared by the internal audit
department together with management's responses and final internal audit
department dispositions.
Litigation Summary Reports -- Review with the company's counsel, any legal
matters that could have a significant impact on the organization's financial
statements, and the company's compliance with applicable laws and regulations.
Regulatory Examinations -- Review SEC inquiries and the results of
examinations by other regulatory authorities in terms of important findings,
recommendations, and management's response.
External Audit Responsibilities -- Assess auditor independence and review
the overall scope and focus of the annual/interim audit, including the scope and
level of involvement with unaudited quarterly or other interim period
information.
Internal Audit Responsibilities -- Review and discuss the annual risk
assessment and internal audit plan with the director of internal audit.
The committee will review, assess, and approve:
the external audit firm to be engaged to audit the company's financial
statements and any changes thereto (subject to ratification by the full
board and shareholder approval).
the annual external audit plan and audit fees and other significant
compensation to be paid to the independent auditors.
the internal audit department charter.
the annual internal audit plan.
the appointment and replacement of the internal audit director.
the adequacy of the audit committee charter and submit it annually to
the full board for review and approval.
25
AMERUS GROUP CO.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON MAY 9, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of AmerUs Group Co. (the "Company") appoints
Roger K. Brooks, Thomas C. Godlasky and James A. Smallenberger, and each of
them, with full power of substitution, as proxy to vote all shares of the
undersigned in the Company, at the Annual Meeting of Shareholders to be held on
May 9, 2002 and at any adjournments thereof (the "Annual Meeting"), with like
effect and as if the undersigned were personally present and voting, upon the
matters set forth in this proxy card.
PROXIES WILL BE VOTED AS DIRECTED OR SPECIFIED, IF NO CHOICE IS SPECIFIED,
THIS PROXY WILL BE VOTED (1) FOR THE ELECTION OF NOMINEES JOHN R. ALBERS,
ALECIA A. DECOUDREAUX, THOMAS F. GAFFNEY, ANDREW J. PAINE, JR. AND JACK C.
PESTER TO SERVE AS DIRECTORS, (2) FOR RATIFICATION OF THE APPOINTMENT OF ERNST
& YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS AND (3) FOR OR AGAINST ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AT THE
DISCRETION OF THE PROXY HOLDERS. PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON
THE REVERSE SIDE.
(CONTINUED, AND TO BE SIGNED AND DATED, ON THE REVERSE SIDE)
/\ FOLD AND DETACH HERE /\
INSTRUCTIONS:
1. PLEASE VOTE AT ONCE ON THE ATTACHED PROXY CARD.
2. TO ACCESS FUTURE ANNUAL REPORTS AND PROXY STATEMENTS ELECTRONICALLY VIA
THE INTERNET, PLEASE PROVIDE YOUR CONSENT WITH YOUR PROXY VOTE IN THE SPACE
PROVIDED. YOU WILL NO LONGER RECEIVE PRINTED MATERIALS, BUT YOU WILL
RECEIVE NOTICE OF THE ANNUAL MEETING AND A PROXY CARD TO CAST YOUR VOTE.
3. PLEASE SIGN THE PROXY CARD.
4. RETURN YOUR COMPLETED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
[AMERUS GROUP LOGO]
PLEASE MARK YOUR
VOTES AS INDICATED [X]
IN THIS EXAMPLE
FOR ALL
1. To elect five Directors: FOR WITHHOLD EXCEPT 2. Proposal to ratify the appointment of Ernst & FOR AGAINST ABSTAIN
[ ] [ ] [ ] Young LLP as independent auditors of the [ ] [ ] [ ]
01. John R. Albers Company for fiscal year 2002.
02. Alecia A. DeCoudreaux
03. Thomas F. Gaffney 3. Such other matters as may properly come before the Annual Meeting or
04. Andrew J. Paine Jr. any adjournments thereof, at the discretion of the proxy holders.
05. Jack C. Pester
REQUEST FOR ELECTRONIC ACCESS [ ]
Instruction: To withhold authority to vote for any By checking the box to the right, I consent to future access of
individual nominee, mark "FOR ALL EXCEPT" and write Annual Report, Proxy Statements, prospectuses and other communications
that nominee's name in the space provided below. electronically via the Internet. I understand that the Company may no
longer distribute printed materials to me for any future shareholder
___________________________________________________ meeting until such consent is revoked. I understand that I may revoke
my consent at any time by contacting the Company's transfer agent, Mellon
Investor Services, Ridgefield Park, NJ and that costs normally associated
with electronic access, such as usage and telephone charges, will be my
responsibility.
_____
| Dated: ____________________________________, 2002
|
| _________________________________________________
Shareholder sign above
_________________________________________________
Co-holder if any, sign above
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such,
and if the signer is a corporation, please sign with
full name by a duly authorized officer. If stock is
held in the name of more than one person, all named
holders must sign the proxy.
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* FOLD AND DETACH HERE *
[AMERUS GROUP LOGO]