exv10w1



 








EXHIBIT 10.1




FBL FINANCIAL GROUP, INC.




2006 CLASS A COMMON STOCK




COMPENSATION PLAN











Effective Date: May 17, 2006




 









 





FBL FINANCIAL GROUP, INC.

2006 CLASS A COMMON STOCK

COMPENSATION PLAN



1.     Purpose. The purpose of the Plan is to provide additional incentive to those
officers, employees, advisors and consultants of the Company and its Subsidiaries whose
substantial contributions are essential to the continued growth and success of the Company’s
business in order to strengthen their commitment to the Company and its Subsidiaries, to motivate
them to faithfully and diligently perform their assigned responsibilities and to attract and
retain competent and dedicated individuals whose efforts will result in the long-term growth and
profitability of the Company. An additional purpose of the Plan is to build a proprietary
interest among the Non-Employee Directors of the Company and its First Tier Subsidiaries and
thereby secure for the Company’s stockholders the benefits associated with common stock ownership
by those who will oversee the Company’s future growth and success. To accomplish such purposes,
the Plan provides that the Company may grant Incentive Stock Options, Nonqualified Stock Options,
Restricted Stock, Restricted Stock Units, Stock Bonuses or Stock Appreciation Rights. The
provisions of the Plan are intended to satisfy the requirements of Section 16(b) of the Exchange
Act.



2.     Definitions. For purposes of this Plan:





     (a)     “Advisor” or “Consultant” means an advisor or consultant who is an independent
contractor with respect to the Company or a Subsidiary, and who provides bona fide
services (other than in connection with the offer or sale of securities in a capital
raising transaction) to the executive officers or Board of Directors with regard to major
functions, portions or operations of the Company’s business; who is not an employee,
officer, director or holder of more than 10% of the outstanding voting securities of the
Company, and whose services the Committee determines is of vital importance to the overall
success of the Company.




     (b)     “Agreement” means the written agreement evidencing the grant of an Award and
setting forth the terms and conditions thereof.




     (c)     “Award” means, individually or collectively, a grant under this Plan of Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Stock Bonuses.




     (d)     “Board” means the Board of Directors of the Company.




     (e)     “Change in Capitalization” means any increase, reduction, or change or exchange of
Shares for a different number or kind of shares or other securities of the Company by reason
of a reclassification, recapitalization, merger, consolidation, reorganization, issuance of
warrants or rights, stock dividend, stock split or reverse stock split, combination or
exchange of Shares, repurchase of Shares, change in corporate structure or otherwise.




     (f)     “Change in Control” means one of the following events:




         (i)     any “person” (as defined in Sections 13(d) and 14(d) of the
Exchange Act), other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any Subsidiary, or any
corporation owned, directly or indirectly, by the stockholders of the Company, in
substantially the same proportions as their ownership of stock of the Company,
acquires “beneficial ownership” (as defined in rule 13d-3 under the Exchange Act) of
securities representing 35% of the combined voting power of the Company; or



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         (ii)     during any period of not more than two consecutive years,
individuals who at the beginning of such period constitute the Board and any new
directors (other than any director designated by a person who has entered into an
agreement with the company to effect a transaction described in subsections 2(f)(i),
2(f)(iii), or 2(f)(iv) of this Plan) whose election by the Board or nomination for
election by the Company’s stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was previously
so approved, cease for any reason to constitute a majority thereof; or




         (iii)     a merger approved by the stockholders of the Company is consummated,
other than (A) a merger that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity),
in combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any Subsidiary, at least
50% of the combined voting power of all classes of stock of the Company or such
surviving entity outstanding immediately after such merger or (B) a merger effected
to implement a recapitalization of the Company (or similar transaction) in which no
person acquires more than 50% of the combined voting power of the Company’s then
outstanding securities; or




         (iv)     the stockholders of the Company approve a plan of complete liquidation of
the Company or a sale of all or substantially all of the assets of the Company.




     (g)     “Code” means the Internal Revenue Code of 1986, as amended.




     (h)     “Committee” means the Management Development and Compensation Committee of the
Board or any other committee which may be appointed by the Board to administer the Plan to
perform the functions set forth herein. Any such committee must be comprised entirely of
independent directors, as the term “independent” is defined in the rules of the New York
Stock Exchange.




     (i)     “Company” means FBL Financial Group, Inc., an Iowa corporation, or any successor
thereto.




     (j)     “Disability” means the inability, due to illness or injury, to engage in any
gainful occupation for which the individual is suited by education, training or
experience, which condition continues for at least six (6) months.




     (k)     “Effective Date of this Plan” shall be the later of May 17, 2006 or the date the
Plan is approved by the Stockholders.




     (l)     “Eligible Employee” means any officer, employee, advisor or consultant of the
Company or a Subsidiary of the Company designated by the Committee as eligible to receive
Awards subject to the conditions set forth herein.




     (m)     “Exchange Act” means the Securities Exchange Act of 1934, as amended.




     (n)     “Executive Officer” shall mean an officer of the Company who is required to file
reports under Section 16 of the Exchange Act.




     (o)     “Fair Market Value” means the fair market value of the Shares as determined by
the Committee in its sole discretion; provided, however, that (A) if the Shares are then
admitted to trading on a national securities exchange, the Fair Market Value on any date
shall be the last sale price reported for the Shares on such exchange on such date or on
the last date



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preceding such date on which a sale was reported, (B) if the Shares are admitted to
quotation on the National Association of Securities Dealers Automated Quotation System
(“NASDAQ”) or other comparable quotation system and have been designated as a National
Market System (“NMS”) security, the Fair Market Value on any date shall be the last sale
price reported for the Shares on such system on such date or on the last day preceding
such date on which a sale was reported or (C) if the Shares are admitted to quotation on
NASDAQ and have not been designated an NMS security, the Fair Market Value on any date
shall be the average of the highest bid and lowest asked prices of the shares on such
system on such date.




     (p)     “First Tier Subsidiary” means a corporation 50% or more of whose stock possessing
voting power is owned directly by the Company.




     (q)     “Incentive Stock Option” means an Option within the meaning of Section 422 of the
Code.




     (r)     “Non-Employee Director” means a member of the Board or a member of the board of
directors of a First Tier Subsidiary, who is not an employee of the Company or a
Subsidiary.




     (s)     “Nonqualified Stock Option” means an Option which is not an Incentive Stock
Option.




     (t)     “Option” means an Incentive Stock Option, a Nonqualified Stock Option, or either
or both of them, as the context requires.




     (u)     “Participant” means a person to whom an Award has been granted under the Plan.




     (v)     “Period of Restriction” means the period during which the transfer of Shares of
Restricted Stock or Restricted Stock Units is restricted in some way (based on the passage
of time, the achievement of performance goals, or upon the occurrence of other events as
determined by the Committee, at its discretion), and is subject to a substantial risk of
forfeiture, as provided in Section 10 below.




     (w)     “Plan” means the FBL Financial Group, Inc. 2006 Class A Common Stock Compensation
Plan, as amended from time to time.




     (aa)     “Restricted Stock” means a Stock Award granted to a Participant pursuant to
Section 9 below which the Committee has determined should be subject to one or more
restrictions on transfer for a specified Period of Restriction.




     (bb)     “Restricted Stock Unit” means a contractual right granted to a Participant under
this Plan to receive a Share (or cash equivalent) which the Committee has determined has
subject to one or more restrictions or transfer for a specified Period of Restriction.




     (cc)     “Retirement” means termination of employment of a Participant by the Company
(other than as a result of death or Disability) if the Participant is (i) at least 55
years of age and has at least ten years of ‘credited employment’ as defined in the Iowa
Farm Bureau Federation and Affiliated Companies Retirement Plan, or (ii) is at least 65
years of age.




     (dd)     “Securities Act” means the Securities Act of 1933, as amended.



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     (ee)     “Shares” means shares of the Class A Common Stock, without par value of the
Company (including any new, additional or different stock or securities resulting from a
Change in Capitalization), as the case may be.




     (ff)     “Stock Appreciation Right” means a right to receive all or some portion of the
increase in the value of Shares as provided in Section 7 hereof.




     (gg)     “Stock Bonus” shall mean a grant of Shares to an Employee, Advisor or Consultant
pursuant to Section 9 below.




     (hh)     “Subsidiary” means any corporation in a descending, unbroken chain of
corporations, beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.




     (ii)     “Ten-Percent Stockholder” means an Eligible Employee, who, at the time an
Incentive Stock Option is to be granted to such Eligible Employee, owns (within the
meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company, a parent or a
Subsidiary within the meaning of Sections 424(e) and 424(f), respectively, of the Code.




	3.	 	Administration.






     (a)     The Plan shall be administered by the Committee, which Committee shall at all
times satisfy the provisions of Rule 16b-3 under the Exchange Act. The Committee shall
hold meetings at such times as may be necessary for the proper administration of the Plan.
The Committee shall keep minutes of its meetings. A majority of the Committee shall
constitute a quorum and a majority of a quorum may authorize any action. Any decision
reduced to writing and signed by all of the members of the Committee shall be fully
effective as if it had been made at a meeting duly held. No member of the Committee shall
be personally liable for any action, determination or interpretation made in good faith
with respect to the Plan, Options, Restricted Stock, Restricted Stock Units or Stock
Appreciation Rights, and all members of the Committee shall be fully indemnified by the
Company with respect to any such action, determination or interpretation. The Company
shall pay all expenses incurred in the administration of the Plan. Notwithstanding any
provision of this Plan to the contrary, the Board may assume the powers and
responsibilities granted to the Committee or other delegate at any time, in whole or part.




     (b)     Subject to the express terms and conditions set forth herein, the Committee shall
have the power from time to time:




         (i)     to determine those Eligible Employees to whom Awards shall be
granted under the Plan and the number of Shares subject to such Awards to be
granted
to each Eligible Employee and to prescribe the terms and
conditions (which need not be
identical) of each Award, including the purchase price per share of each Award,
and the
forfeiture provisions, if any, if the Employee leaves the employment of the
Company or
a Subsidiary within a prescribed time or acts against the
interests of the Company
within a prescribed time;




         (ii)     to construe and interpret the Plan, the Awards granted hereunder and
to establish, amend and revoke rules and regulations for the
administration of the Plan,
including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Agreement, and (subject to the
provisions of Section 13 below) to amend the terms and conditions of any
outstanding



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Award to the extent such terms and conditions are within the
discretion of the
Committee as provided in the Plan, in the manner and to the extent it shall deem necessary or advisable to make the Plan fully effective, and all decisions and
determinations by the Committee in the exercise of this power shall be final and
binding
upon the Company or a Subsidiary, and the Participants, as the
case may be;




         (iii)     to determine the duration and purposes for leaves of absence which
may be granted to a Participant without constituting a
termination of employment or
service for purposes of the Plan; and




         (iv)     generally, to exercise such powers and to perform such acts as are
deemed necessary or advisable to promote the best interests of the Company with

respect to the Plan.




     (c)     Unless otherwise authorized by the shareholders of the Company, the
Committee shall not authorize the amendment of any outstanding stock option or stock
appreciation right to reduce the exercise price.




     (d)     No stock option or stock appreciation right shall be cancelled and replaced with
awards having a lower exercise price without the prior approval of the shareholders of the
Company. This provision is intended to prohibit the repricing of “underwater”
stock options and stock appreciation rights.




	4.	 	Stock Subject to Plan.






     (a)     The maximum number of shares that may be issued or transferred pursuant to Awards
granted under this Plan is five million (5,000,000) (or the number and kind of shares of
stock or other securities that are substituted for those Shares or to which those Shares are
adjusted upon a Change in Capitalization), and the Company shall reserve for the purposes of
the Plan, out of its authorized but unissued Shares, such number of Shares as shall be
determined by the Board. Notwithstanding any other provision to the contrary, no Participant
may be awarded a grant in any one year, which, when added to any other grant of Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Stock Bonuses in the
same year, shall exceed 100,000 Shares. If an Option is canceled, the canceled Option
continues to count against the maximum number of Shares for which Options may be granted to
a Participant in any year.




     (b)     Whenever any outstanding Award or portion thereof expires, is canceled or is
otherwise terminated (other than by exercise of the Award), the Shares allocable to the
unexercised portion of such Award may again be the subject of Awards hereunder, to the
extent permitted by Rule 16b-3 under the Exchange Act.


5.     Eligibility. Subject to the provisions of the Plan, the Committee shall have full and
final authority to select those Eligible Employees who will receive Awards.



6.     Options. The Committee may grant Options in accordance with the Plan, the terms and
conditions of which shall be set forth in an Agreement. Each Option and Agreement shall be subject
to the following conditions:





     (a)     Purchase Price. The purchase price or the manner in which the purchase
price is to be determined for Shares under each Option shall be set forth in the
Agreement; provided, however, that the purchase price per Share under each Nonqualified
Stock Option shall not be less than 85% of the Fair Market Value of a Share at the time
the Option is granted, 100% in the



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case of an Incentive Stock Option generally and 110% in the case of an Incentive Stock
Option granted to a Ten-Percent Stockholder.




     (b)     Duration. Options granted hereunder shall be for such term as the
Committee shall determine; provided, however, that no Option shall be exercisable after
the expiration of ten (10) years from the date it is granted (five (5) years in the case
of an Incentive Stock Option granted to a Ten-Percent Stockholder). The Committee may,
subsequent to the granting of any Option, extend the term thereof but in no event shall
the term as so extended exceed the maximum term provided for in the preceding sentence.




     (c)     Non-transferability. No Option granted hereunder shall be transferable
by the Participant to whom such Option is granted otherwise than (i) except for an
Incentive Stock Option, by gift, to an immediate family member or members, or to a
partnership or limited liability company consisting only of immediate family members, or
to a trust solely for the benefit of the Participant and/or immediate family members, (a
“donee” or “assignee”), (ii) by will or the laws of descent and distribution, or (iii)
pursuant to a qualified domestic relations order as defined in the Code, and an Option may
be exercised during the lifetime of such Participant only by the Participant, the
Participant’s donee, or such Participant’s guardian or legal representative. The terms of
such Option shall be binding upon the beneficiaries, executors, administrators, heirs,
donees and successors of the Participant.




     (d)     Vesting. Subject to subsection 6(e) below, unless otherwise set forth in
the Agreement, each Option shall become exercisable upon the earlier of (i) as to all of
the Shares covered by the Option on the death, Retirement or Disability of the
Participant; or (ii) as to 20 percent of the Shares covered by the Option on the first
anniversary of the date the Option was granted and as to an additional 20 percent of the
Shares covered by the Option on each of the following four (4) anniversaries of such date
of grant. To the extent not exercised, installments shall accumulate and be exercisable,
in whole or in part, at any time after becoming exercisable, but not later than the date
the Option expires. The Committee may accelerate the exercisability of any Option or
portion thereof at any time.




     (e)     Accelerated Vesting. Notwithstanding the provisions of subsection 6(d)
above, each Option granted to a Participant shall become immediately exercisable in full
upon the occurrence of a Change in Control.




     (f)     Termination of Employment. In the event that a Participant ceases to be
employed by the Company or any Subsidiary, any outstanding Options held by such
Participant shall, unless this Plan or the Agreement evidencing such Option provides
otherwise, terminate as follows:




         (i)     If the Participant’s termination of employment is due to his death,
Disability, or Retirement, the Option shall be exercisable for a period of three
(3) years
following such termination of employment, and shall thereafter terminate; and




         (ii)     If the Participant’s termination of employment is for any other
reason
(including a Participant’s ceasing to be employed by a Subsidiary as a result of
the sale
of such Subsidiary or an interest in such Subsidiary), the
Option (to the extent
exercisable at the time of the Participant’s termination of employment) shall be
exercisable for a period of thirty (30) days following such termination of
employment,
and shall thereafter terminate.




Notwithstanding the foregoing, the Committee may provide, either at the time an Option is
granted or thereafter, that the Option may be exercised after the periods provided for in
this Section 6(f), but in no event beyond the term of the Option.



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     (g)     Method of Exercise. The exercise of an Option shall be made only by a
written notice delivered to the Secretary of the Company at the Company’s principal
executive office, specifying the number of shares to be purchased and accompanied by
payment therefor and otherwise in accordance with the Agreement pursuant to which the
Option was granted. The purchase price for any Shares purchased pursuant to the exercise
of an Option shall be paid in full upon such exercise in cash, by check, or, at the
discretion of the Committee and upon such terms and conditions as the Committee shall
approve, by transferring Shares to the Company or by such other method as the Committee
may determine. Any Shares transferred to the Company as payment of the purchase price
under an Option shall be valued at their Fair Market Value on the day preceding the date
of exercise of such Option. If requested by the Committee, the Participant shall deliver
the Agreement evidencing the Option or the Agreement evidencing any Stock Appreciation
Right to the Secretary of the Company who shall endorse thereon a notation of such
exercise and return such Agreement to the Participant. Not less than 100 Shares may be
purchased at any time upon the exercise of an Option unless the number of Shares so
purchased constitutes the total number of Shares then purchasable under the Option.




     (h)     Rights of Participants. No Participant shall be deemed for any purpose
to be the owner of any Shares subject to any Option unless and until (i) the Option shall
have been exercised pursuant to the terms thereof, (ii) the Company shall have issued and
delivered the Shares to the Participant, and (iii) the Participant’s name shall have been
entered as a stockholder of record on the books of the Company. Thereupon, the
Participant shall have full voting, dividend and other ownership rights with respect to
such Shares.


7.      Stock Appreciation Rights. The Committee may, in its discretion, grant a Stock
Appreciation Right alone (a “Free Standing Stock Appreciation Right”) or in conjunction with the
grant of an Option (a “Related Stock Appreciation Right”), in either case, in accordance with the
Plan, and the terms and conditions of such Stock Appreciation Right shall be set forth in an
Agreement. A Related Stock Appreciation Right shall cover the same Shares covered by the related
Option (or such lesser number of Shares as the Committee may determine) and shall, except as
provided in this Section 7 be subject to the same terms and conditions as the related Option.





     (a)     Grant of Stock Appreciation Rights.




         (i)     Time of Grant of Related Stock Appreciation Right. A Related
Stock
Appreciation Right may be granted either at the time of grant, or at any time
thereafter
during the term of the Option; provided, however, that Related
Stock Appreciation
Rights related to Incentive Stock Options may only be granted at the time of grant
of the
Option.




         (ii)     Purchase Price. The purchase price or the manner in which
the
purchase price is to be determined for Shares covered by each Free Standing Stock
Appreciation Right shall be set forth in the Agreement; provided,
however, that the
purchase price per Share under each Free Standing Stock Appreciation Right shall
not
be less than 85% of the Fair Market Value of a Share at the time
the Free Standing
Stock Appreciation Right is granted. The purchase price or the
manner in which the
purchase price is to be determined for Shares covered by each Related Stock

Appreciation Right shall be set forth in the Agreement for the related Option.




         (iii)     Payment. A Stock Appreciation Right shall entitle the
holder thereof,
upon exercise of the Stock Appreciation Right or any portion
thereof, to receive
payment of the amount computed pursuant to Section 7(a)(vi) below.



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         (iv)     Exercise. Free Standing Stock Appreciation Rights generally
will be
exercisable at such time or times, and may be subject to such other terms and
conditions, as shall be determined by the Committee, in its discretion, and such
terms
and conditions shall be set forth in the Agreement;
provided, however, that no Free
Standing Stock Appreciation Right shall be exercisable after the expiration of ten
(10)
years from the date it is granted. No Free Standing Stock
Appreciation Right granted
hereunder shall be transferable by the Participant to whom such right is granted
otherwise than by will or the laws of descent and distribution, and a Free
Standing
Stock Appreciation Right may be exercised during the lifetime of
such Participant only
by the Participant or such Participant’s guardian or legal
representative. The terms of
such Free Standing Stock Appreciation Right shall be binding upon
the beneficiaries,
executors, administrators, heirs and successors of the Participant.



Subject to subsection 7(a)(v) below, a Related Stock Appreciation Right shall be
exercisable at such time or times and only to the extent that the related Option
is
exercisable, and will not be transferable except to the extent the related Option
may be
transferable. A Related Stock Appreciation Right granted in conjunction with an
Incentive Stock Option shall be exercisable only if the Fair Market Value of a
Share on
the date of exercise exceeds the purchase price specified in the
related Incentive Stock
Option.




         (v)     Accelerated Vesting. Notwithstanding the provisions of
subsection
7(a)(iv) above, each Stock Appreciation Right granted to a Participant shall
become
immediately exercisable in full upon the occurrence of a Change in Control.




         (vi)      Amount Payable. Upon the exercise of a Stock Appreciation
Right, the
Participant shall be entitled to receive an amount determined by multiplying (A)
the
excess of the Fair Market Value of a Share on the date of exercise of such Stock
Appreciation Right over (i) with respect to a Related Stock Appreciation Right,
the per
Share purchase price under the related Option, and (ii) with
respect to a Free Standing
Stock Appreciation Right, the per Share purchase price set forth
in the Agreement by
(B) the number of Shares as to which such Stock Appreciation
Right is being exercised.
Notwithstanding the foregoing, the Committee may limit in any manner the amount
payable with respect to any Stock Appreciation Right by including such a limit at
the
time it is granted.




         (vii)      Treatment of Related Options and Related Stock Appreciation
Rights Upon Exercise. Upon the exercise of a Related Stock Appreciation Right,
the related
Option shall be canceled to the extent of the number of Shares as to which the
Related
Stock Appreciation Right is exercised and upon the exercise of an
Option granted in
conjunction with a Related Stock Appreciation Right, the Related Stock
Appreciation
Right shall be canceled to the extent of the number of Shares as
to which the related
Option is exercised or surrendered.




     (b)     Method of Exercise. Stock Appreciation Rights shall be exercised by a
Participant only by a written notice delivered in person or by mail to the Secretary of
the Company at the Company’s principal executive office, specifying the number of Shares
with respect to which the Stock Appreciation Right is being exercised. If requested by
the Committee, the Participant shall deliver the Agreement evidencing the Stock
Appreciation Right being exercised and with respect to a Related Stock Appreciation Right,
the Agreement evidencing any related Option to the Secretary of the Company who shall
endorse thereon a notation of such exercise and return such Agreement or Agreements to the
Participant.



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     (c)     Form of Payment. Payment of the amount determined under Sections
7(a)(vi) above may be made solely in whole Shares in a number determined based upon their
Fair Market Value on the date of exercise of the Stock Appreciation Right or,
alternatively, at the sole discretion of the Committee, solely in cash, or in a
combination of cash and Shares as the Committee deems advisable. In the event that a
Stock Appreciation Right is exercised within the sixty-day period following a Change in
Control, any amount payable shall be solely in cash. If the Committee decides to make
full payment in Shares, and the amount payable results in a fractional Share, payment for
the fractional Share will be made in cash.


8.     Adjustment Upon Changes in Capitalization.





     (a)     In the event of a Change of Capitalization, the Committee shall conclusively
determine the appropriate adjustments, if any, to the maximum number and class of shares
of stock with respect to which Awards may be granted under the Plan, and to the number and
class of shares of stock as to which Awards have been granted under the Plan, and the
purchase price therefor, if applicable.




     (b)     Any such adjustment in the Shares or other securities subject to outstanding
Incentive Stock Options (including any adjustments in the purchase price) shall be made in
such manner as not to constitute a modification as defined by Section 424(h)(3) of the
Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code.


9.     Stock Bonuses and Restricted Stock.





     (a)     Grant of Stock Bonuses. Subject to the terms and provisions of the Plan,
the Committee, at any time and from time to time, may grant Shares to Employees, Advisors
and Consultants either outright or subject to such restrictions as the Committee shall
determine pursuant to this Section 9, and in such amounts as the Committee shall
determine.




     (b)     Restricted Stock Agreement. If the Committee grants Shares subject to
restrictions, each such grant shall be evidenced by a Restricted Stock Agreement that
shall specify the Period of Restriction, or Periods, the number of Shares of Restricted
Stock granted, and such other provisions as the Committee shall determine.




     (c)     Transferability. Except as provided in this Section 9, the Shares of
Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated until the end of the applicable Period of Restriction
established by the Committee and specified in the Restricted Stock Agreement, or upon
earlier satisfaction of any other conditions, as specified by the Committee in its sole
discretion and set forth in the Restricted Stock Agreement. However, in no event may any
Restricted Stock granted under this Plan to an Executive Officer or Director become vested
in a Participant prior to twelve (12) months following the date of its grant. All rights
with respect to the Restricted Stock granted to a Participant under the Plan shall be
available during his or her lifetime only by such Participant.




     (d)     Other Restrictions. The Committee shall impose such other restrictions
on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable
including, without limitation, restrictions based upon the achievement of specific
(Company-wide, divisional, and/or individual) performance goals, and/or restrictions under
applicable Federal or state securities laws; and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.




     (e)     Certificate Legend. In addition to any legends placed on certificates
pursuant to subsection 9(d), each certificate representing Shares of Restricted Stock
granted pursuant to the Plan shall bear the following legend:



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“The sale or other transfer of the Shares of Stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is subject to
certain restrictions on transfer as set forth in the FBL Financial Group, Inc.
2006 Class A Common Stock Compensation Plan and in a Restricted Stock Agreement
dated                     . A copy of the Plan and such Restricted Stock Agreement may be
obtained from the Secretary of FBL Financial Group, Inc.”




     (f)     Removal of Restrictions. Except as otherwise provided in this Section,
Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan
shall become freely transferable by the Participant after the last day of the Period of
Restriction. Once the Shares are released from the restrictions, the Participant shall be
entitled to have the legend required by subsection 9(e) removed from his Stock
certificate.




     (g)     Voting Rights. During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise voting rights, if any, with
respect to those Shares.




     (h)     Dividends and Other Distributions. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder shall be entitled to
receive all dividends and other distributions paid with respect to those Shares while they
are so held. If any such dividends or distributions are paid in Shares of Stock, the
Shares shall be subject to the same restrictions on transferability and forfeitability as
the Shares of Restricted Stock with respect to which they were paid.




     (i)     Termination of Employment. In the event that a Participant experiences a
termination of employment with the Company for any reason, including death, Disability, or
Retirement, (as defined herein or under the then-established rules of the Company), any
and all of the Participant’s Shares of Restricted Stock still subject to restrictions as
of the date of termination shall automatically be forfeited and returned to the Company;
provided, however, that the Committee, in its sole discretion, may waive the restrictions
remaining on any or all Shares of Restricted Stock, pursuant to this Section 9, and add
such new restrictions to those Shares of Restricted Stock as it deems appropriate.


10.   Restricted Stock Units.





     (a)     Grants of Restricted Stock Units. A Restricted Stock Unit shall entitle
the Participant to receive one Share at such future time and upon such terms as specified
by the Committee in the Stock Incentive Agreement evidencing such award. Restricted Stock
Units issued under the Plan may have restrictions which lapse based upon the service of a
Participant, or based upon other criteria that the Committee may determine appropriate.
The Committee may require a cash payment from the Participant in exchange for the grant of
Restricted Stock Units or may grant Restricted Stock Units that vest on the attainment of
performance goals determined by the Committee, and must have the attainment of such
performance goals certified in writing by the Committee as a condition to vesting.




     (b)     Vesting of Restricted Stock Units. The Committee shall establish the
vesting schedule applicable to Restricted Stock Units and shall specify the times, vesting
and performance goal requirements. Until the end of the period(s) of time specified in
the vesting schedule and/or the satisfaction of any performance criteria, the Restricted
Stock Units subject to such grant shall remain subject to forfeiture.




     (c)     Termination of Employment. If the Participant’s employment with the
Company and/or a Subsidiary ends before the Restricted Stock Units vest, the Participant
shall forfeit all



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unvested Restricted Stock Units, unless the termination is a result of the occurrence of a
death, Disability or Retirement, or the Committee determines that the Participant’s
unvested Restricted Stock Units shall vest as of the date of such event; provided,
however, the Committee may grant Restricted Stock Units precluding such accelerated
vesting.




     d)     Death, Disability and Retirement. In the event the death, Disability or
Retirement of a Participant occurs before the date or dates on which Restricted Stock
Units vest, the expiration of the applicable restrictions (other than restrictions based
on performance criteria) shall be accelerated and the Participant shall be entitled to
receive the Shares free of all such restrictions. In the case of Restricted Stock Units
which are based on performance criteria, then as of the date of death, Disability or
Retirement, the Participant shall be entitled to receive a number of Shares that is
determined by measuring the selected performance criteria from the Company’s most recent
publicly available quarterly results that are available as of the date of death,
Disability or Retirement; provided, however, the Committee may grant Restricted Stock
Units precluding such partial awards. All other Shares subject to such Restricted Stock
Units shall be forfeited and returned to the Company as of the date of death, Disability
or retirement.




     (e)     Acceleration of Award. Notwithstanding anything to the contrary in this
Plan, the Committee shall have the power to permit, in its sole discretion, an
acceleration of the applicable restrictions or the applicable period of such restrictions
with respect to any part or all of the Restricted Stock Units awarded to a Participant;
provided, however, the Committee may grant Restricted Stock Units precluding such
accelerated vesting.




     (f)     Necessity of Agreement. Each grant of Restricted Stock Unit(s) shall be
evidenced by an Agreement that shall specify the terms, conditions and restrictions
regarding the Participant’s right to receive Share(s) in the future, and shall incorporate
such other terms and conditions as the Committee, acting in its sole discretion, deems
consistent with the terms of this Plan.




     (g)     Transferability of Restricted Stock Units. Except as otherwise provided
in a Participant’s Agreement, no Restricted Stock Unit granted under the Plan may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated by the holder
Participant, except upon the death of the holder Participant by will or by the laws of
descent and distribution.




     (h)     Voting, Dividend & Other Rights. Unless the applicable Agreement
provides otherwise, holders of Restricted Stock Units shall not be entitled to vote or to
receive dividends until they become owners of the Shares pursuant to their Restricted
Stock Units, and, unless the applicable Stock Incentive Agreement provides otherwise, the
holder of a Restricted Stock Unit shall not be entitled to any dividend or dividend
equivalents.


11.   Non-Employee Director Options. Notwithstanding any of the other provisions of the
Plan to
the contrary, the provisions of this Section 11 shall apply only to grants of Options to
Non-Employee
Directors. Except as set forth in this Section 11, the other provisions of the Plan shall apply
to grants of
Options to Non-Employee Directors to the extent not inconsistent with this Section. For purposes
of
interpreting Section 6 of this Plan, a Non-Employee Director’s service as a member of the Board
of
Directors of the Company or of a First Tier Subsidiary shall be deemed to be employment with the

Company or its Subsidiaries.





     (a)     General. Non-Employee Directors shall receive Nonqualified Stock Options
in accordance with this Section 11 and may not be granted Stock Appreciation Rights,
Restricted Stock or Incentive Stock Options under this Plan. The purchase price per Share
purchasable under Options granted to Non-Employee Directors shall be the Fair Market Value
of a Share on



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the date of grant. No Agreement with any Non-Employee Director may alter the provisions
of this Section.




     (b)     Annual Grants to Non-Employee Directors. Each Non-Employee Director will,
without action by the Committee, annually be granted an option to purchase 4,000 shares,
and each Non-Employee Director of a First Tier Subsidiary will, without action by the
Committee, annually be granted automatically an Option to purchase 2,000 Shares. The
grants shall be made on January 15 of each year, to all such directors in office on each
such date.




     (c)     Vesting. Each Option granted to Non-Employee Directors shall be
immediately exercisable as to all of the Shares covered by the Option. Sections 6(d) and
6(f) of this Plan shall not apply to Options granted to Non-Employee Directors.




     (d)     Duration. Subject to the immediately following sentence, each Option
granted to a Non-Employee Director shall be for a term of 10 years. Upon the cessation of
a Non-Employee Director’s membership on the Board for any reason, Options granted to such
Non-Employee Director shall expire upon the earlier of (i) three (3) years from the date
of such cessation of Board membership or (ii) expiration of the term of the Option. The
Committee may not provide for an extended exercise period beyond the periods set forth in
this Section 11(d).




     (e)     Declining Awards. Notwithstanding any automatic grant of an Award to a
Non-Employee Director under this Section 11, a Non-Employee Director may elect, at any
time before the automatic Award would otherwise be made, to decline an automatic Award
under this Plan or to revoke a previous election to decline an automatic grant of an
Award. A Non-Employee Director who elects to decline the automatic grant of an Award
under this Plan shall receive nothing in lieu of such Award (either at the time of such
election or at any time thereafter).


12.   Release of Financial Information. A copy of the Company’s annual report to
stockholders shall be delivered to each Participant if and at the time any such report is
distributed to the Company’s stockholders. Upon request by any Participant, the Company shall
furnish to such Participant a copy of its most recent annual report and each quarterly report and
current report filed under the Exchange Act since the end of the Company’s prior fiscal year.



13.   Termination and Amendment of the Plan. The Plan shall terminate on the day preceding
the tenth anniversary of its Effective Date, except with respect to Awards outstanding on such
date, and no Awards may be granted thereafter. The Board may sooner terminate or amend the Plan
at any time, and from time to time; provided, however, that, except as provided in Section 8
hereof, no amendment shall be effective unless approved by the stockholders of the Company where
stockholder approval of such amendment is required (a) to comply with Rule 16b-3 under the
Exchange Act subsequent to the Registration Date or (b) to comply with any other law, regulation
or stock exchange rule. Notwithstanding anything in this Section 13 to the contrary, Section 11
relating to Options for Non Employee Directors shall not be amended more than once in any
six-month period, other than to comport with changes in the Code, the Employee Retirement Income
Security Act of 1974, as amended, or the rules or regulations thereunder.



Except as provided in Section 8 hereof, rights and obligations under any Award granted before
any amendment of the Plan shall not be adversely altered or impaired by such amendment, except
with the consent of the Participant.



14.   Non-Exclusivity of the Plan. The adoption of the Plan by the Board shall not be
construed as amending, modifying or rescinding any previously approved incentive arrangement or
as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem


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desirable, including, without limitation, the granting of stock options otherwise than under the
Plan, and such arrangements may be either applicable generally or only in specific cases.



15.   Limitation of Liability. As illustrative of the limitations of liability of the
Company, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to:





     (a)     give any employee any right to be granted an Award other than at the sole
discretion of the Committee;




     (b)     give any person any rights whatsoever with respect to Shares except as
specifically provided in the Plan;




     (c)     limit in any way the right of the Company or its Subsidiaries to terminate the
employment of any person at any time; or




     (d)     be evidence of any agreement or understanding, expressed or implied, that the
Company, or its Subsidiaries, will employ any person in any particular position, at any
particular rate of compensation or for any particular period of time.


16.   Regulations and Other Approvals; Governing Law.





     (a)     This Plan and the rights of all persons claiming hereunder shall be construed and
determined in accordance with the laws of the State of Iowa.




     (b)     The obligation of the Company to sell or deliver Shares with respect to Options
granted under the Plan shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed necessary or appropriate by the
Committee.




     (c)     Any provisions of the Plan inconsistent with Rule 16b-3 under Exchange Act shall
be inoperative and shall not affect the validity of the Plan.




     (d)     Except as otherwise provided in Section 13, the Board may make such changes as
may be necessary or appropriate to comply with the rules and regulations of any government
authority or to obtain for Participants granted Incentive Stock Options, the tax benefits
under the applicable provisions of the Code and regulations promulgated thereunder.




     (e)     Each Award is subject to the requirement that, if at any time the Committee
determines, in its absolute discretion, that the listing, registration or qualification of
Shares issuable pursuant to the Plan is required by any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the grant of an Award or
the issuance of Shares, no Awards shall be granted or payment made or Shares issued, in
whole or in part, unless listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions as acceptable to the Committee.




     (f)     In the event that the disposition of Shares acquired pursuant to the Plan is not
covered by a then current registration statement under the Securities Act and is not
otherwise exempt from such registration, such Shares shall be restricted against transfer
to the extent required by the Securities Act or regulations thereunder, and the Committee
may require a Participant receiving Shares pursuant to the Plan, as a condition precedent
to receipt of such Shares, to represent to the Company in writing that the Shares acquired
by such Participant are acquired for investment only and not with a view to distribution.



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17.   Miscellaneous.





     (a)     Multiple Agreements. The terms of each Award may differ from other
Awards granted under the Plan at the same time, or at any other time. Subject to Section
3(c) and (d), the Committee may also grant more than one Award to a given Participant
during the term of the Plan, either in addition to, or in substitution for, one or more
Awards previously granted to that Participant. The grant of multiple Awards may be
evidenced by a single Agreement or multiple Agreements, as determined by the Committee.




     (b)     Withholding of Taxes. The Company shall have the right to deduct from
any payment of cash to any Participant an amount equal to the federal, state and local
income taxes and other amounts required by law to be withheld with respect to any Award.
Notwithstanding anything to the contrary contained herein, if a Participant is entitled to
receive Shares upon exercise of an Option or Stock Appreciation Right, the Company shall
have the right to require such Participant, prior to the delivery of such Shares, to pay
to the Company the amount of any federal, state or local income taxes and other amounts
that the Company is required by law to withhold. Participants may elect, subject to the
approval of the Committee, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares having a Fair Market Value, on the date the tax is to
be determined, equal to the amount required to be withheld. All elections shall be
irrevocable, and be made in writing, signed by the Participant in advance of the day that
the transaction becomes taxable. The Agreement evidencing any Incentive Stock Options
granted under this Plan shall provide that if the Participant makes a disposition, within
the meaning of Section 424(c) of the Code and regulations promulgated thereunder, of any
Share or Shares issued to such Participant pursuant to such Participant’s exercise of the
Incentive Stock Option, and such disposition occurs within the two-year period commencing
on the day after the date of grant of such Option or within the one-year period commencing
on the day after the date of transfer of the Share or Shares to the Participant pursuant
to the exercise of such Option, such Participant shall, within ten (10) days of such
disposition, notify the Company thereof and thereafter immediately deliver to the Company
any amount of federal, state or local income taxes and other amounts that the Company
informs the Participant the Company is required to withhold.




     (c)     Designation of Beneficiary. Each Participant may, with the consent of
the Committee, designate a person or persons to receive in the event of such Participant’s
death, any Award or any amount of Shares payable pursuant thereto, to which such
Participant would then be entitled. Such designation shall be made upon forms supplied by
and delivered to the Company and may be revoked or changed in writing. In the event of
the death of a Participant and in the absence of a beneficiary validly designated under
the Plan who is living at the time of such Participant’s death, the Company shall deliver
such Options, Stock Appreciation Rights, Restricted Stock and/or amounts payable to the
executor or administrator of the estate of the Participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such Options, Stock Appreciation Rights, Restricted Stock and/or
amounts payable to the spouse or to any one or more dependents or relatives of the
Participant, or if no spouse, dependent or relative is known to the Company, then to such
other person as the Company may designate.




     (d)     Gender and Number. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall include the
singular and the singular shall include the plural.




     (e)     Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.



15









 






     (f)     Successors. All obligations of the Company under the Plan, with respect
to Awards granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or assets of
the Company.


18.   Effective Date. This Plan shall become effective on the Effective Date of this Plan.





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