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EXHIBIT 4.21
FIRST SUPPLEMENT
to
PURCHASE CONTRACTS
between
AMERICAN MUTUAL HOLDING COMPANY
and
HOLDERS,
as specified
Dated September 20, 2000
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FIRST SUPPLEMENTAL AGREEMENT
This First Supplemental Agreement (this "First Supplemental Agreement"),
dated as of September 20, 2000, is among AMERICAN MUTUAL HOLDING COMPANY, an
Iowa mutual insurance holding company ("AMHC"), as successor to AMERUS LIFE
HOLDINGS, INC., an Iowa insurance holding company (the "Company") and HOLDERS,
as specified on the Unit Certificates (the "Holders").
WHEREAS, the Company and the Unit Agent entered into a Master Unit
Agreement, dated as of July 27, 1998 (the "Master Unit Agreement"), in which the
obligations of the Company under the Units are provided;
WHEREAS, the Company has entered into a Purchase Contract with each Holder,
as evidenced by each Unit Certificate (the "Purchase Contracts"), which
obligates the Holder to purchase, and the Company to sell, Common Stock on the
Stock Purchase Date;
WHEREAS, AMHC has executed a Plan of Conversion, dated as of December 17,
1999, pursuant to which AMHC will convert from a mutual insurance holding
company into a stock holding company;
WHEREAS, the Company and AMHC have entered into an Agreement and Plan of
Merger, dated December 17, 1999, pursuant to which the Company will merge with
and into AMHC, with AMHC continuing as the surviving company (the "Merger") and
AMHC will thereafter change its name to AmerUs Group Co.; and
WHEREAS, AMHC wishes to assume the obligations of the Company under the
Purchase Contracts, pursuant to the requirements of Article Nine of the Master
Unit Agreement, as authorized by Article Eight of the Master Unit Agreement and
without the consent of the Holders.
NOW THEREFORE, in consideration of the foregoing, the parties agree as
follows:
Section 1. Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Master Unit Agreement and the
Purchase Contracts.
Section 2. AMHC hereby agrees to assume the obligations of the
Company, as its successor, under the Purchase Contracts and to
be bound by the provisions of such \ agreements.
Section 3. This First Supplemental Agreement shall become effective as
of the Effective Time (as defined in the Agreement and Plan of
Merger referred to above) of the Merger.
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Section 4. This First Supplemental Agreement may be executed in two or
more counterparts, each of which will be deemed to be an
original, but all of which together will constitute one and
the same agreement.
Section 5. This Supplemental Agreement will be governed by and
interpreted in accordance with the internal laws of the State
of New York, without giving effect to principles of conflicts
of laws.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Supplemental Agreement as of the date set forth above.
AMERICAN MUTUAL HOLDING COMPANY
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chairman, President and
Chief Executive Officer
HOLDERS
By: First Union National Bank,
as Attorney-in-Fact of such Holders
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
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