Exhibit 10.19
 FIRST AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
FORM B
 (Effective January 1, 2009)
 
 
 Definitions.
 (a)
    
    Affiliate. Affiliate has the meaning ascribed to such term in Rule
12b-2 of Regulation 12B under the Exchange Act.(b)
    
    Beneficiary. Beneficiary means any individual, trust or other entity
named by the Executive to receive the severance payments and benefits payable hereunder
in the event of the death of the Executive. Executive may designate a Beneficiary to
receive such payments and benefits by completing a form provided by the Company and
delivering it to the Chairman of the Board of the Company. Executive may change his or
her designated Beneficiary at any time (without the consent of any prior Beneficiary)
by completing and delivering to the Company a new beneficiary designation form. If a
Beneficiary has not been designated by the Executive, or if no designated Beneficiary
survives the Executive, then the payment and benefits provided under this Agreement, if
any, will be paid to the Executives estate, which shall be deemed to be Executives
Beneficiary.(b)
    
    Board. Board means the Board of Directors of the Company.




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(c)
    
    Cause. Cause means:
 (i)
    
    the Executives willful and continued failure to substantially
perform the Executives duties with the Company or its Affiliates (other than
any such failure resulting from the Executives incapacity due to physical or
mental illness), after a written demand for substantial performance is
delivered to the Executive by the Company which specifically identifies the
manner in which the Company believes that the Executive has not substantially
performed his or her duties;(ii)
    
    the final conviction of the Executive of, or an entering of a
guilty plea or a plea of no contest by the Executive to, a felony; or(iii)
    
    the willful engaging by the Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company.For purposes of this definition, no act or failure to act on the part of the
Executive shall be considered willful unless it is done, or omitted to be
done, by the Executive in bad faith or without a reasonable belief that the
action or omission was in the best interests of the Company or its
Affiliates. Any act, or failure to act, based on authority given pursuant to
a resolution duly adopted by the Board, the instructions of a more senior
officer of the Company or the advice of counsel to the Company or its
Affiliates will be conclusively presumed to be done, or omitted to be done,
by the Executive in good faith and in the best interests of the Company and
its Affiliates.
 (d)
    
    Change in Control. A Change in Control means the occurrence of any
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 of
the Company, 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(ii)
    
    during any period of not more than two (2) 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
subparagraphs 1(d)(i), 1(d)(iii), or 1(d)(iv) of this Agreement) whose election
by the Board or nomination for election by the Companys
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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 at least a majority of the
Board; or
 (iii)
    
    the stockholders of the Company approve and the Company
consummates a merger 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 and 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 and the Company
consummates a plan of complete liquidation of the Company or a sale of all or
substantially all of the assets of the Company.
 (e)
    
    Code. Code means the Internal Revenue Code of 1986, as amended.(f)
    
    Date of Termination. Date of Termination means the date the Executive
incurs a separation from service with the Company and its Affiliates (whether or not
incorporated) that are under common control with the Company within the meaning of
Section 414(b) or 414(c) of the Code, except that 50% shall be substituted for the 80%
ownership level set forth in such Code sections. For this purpose, separation from
service shall have the meaning as set forth in Section 409A of the Code and Treasury
Regulation §1.409A-1(h). For avoidance of doubt, Date of Termination includes the
date of Executives death if Executive is employed by the Company at the time of his or
her death, and the date of termination of employment due to the Disability of the
Executive.(g)
    
    Disability. Disability means the Executives total and permanent
disability as defined under the terms of the Companys long-term disability plan in
effect on the Date of Termination.(h)
    
    Effective Period. The Effective Period means the 24-month period
following any Change in Control.(i)
    
    Exchange Act. Exchange Act means the Securities Exchange Act of
1934, as amended.(j)
    
    Good Reason. Good Reason means one or more of the following
conditions arising without the consent of the Executive:
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(i)
    
    A material diminution in the Executives authority, duties, or
responsibilities of the Executive;(ii)
    
    A material diminution in the Executives base compensation;(iii)
    
    A material diminution in the authority, duties, or
responsibilities of the corporate officer or employee to whom the Executive is
required to report, including a requirement that the Executive report to a
corporate officer or employee instead of reporting directly to the Board;(iv)
    
    A material diminution in the budget over which the Executive
retains authority;(v)
    
    A material change in the geographic location at which the
Executive must perform the services Executive provides to the Company; or(vi)
    
    Any other action or inaction that constitutes a material breach
by the Company of any agreement under which the Executive provides services.
 (k)
    
    Post-Employment Continuation Period. Post-Employment Continuation
Period means a period of two years following the Executives Date of Termination.
 Term
 Notice of Termination
 (a)
    
    Any termination of the Executives employment by the Company, or by any
Affiliate of the Company by which the Executive is employed, for Cause, or by the
Executive for Good Reason shall be communicated by Notice of Termination to the other
party hereto given in accordance with paragraph 10 of this Agreement. For purposes of
this Agreement, a Notice of Termination for termination of employment for Cause or
for Good Reason means a written notice which (i) is given at least thirty (30) days
prior to the Date of Termination; (ii) indicates the specific termination provision in
this Agreement relied upon, (iii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of the
Executives employment under the provision so indicated, (iv) specifies the Date of
Termination; and (v) allows the recipient of the Notice of Termination at least thirty
(30) days to cure the act or omission relied upon in the Notice of Termination. The
failure to set forth in
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the Notice of Termination any fact or circumstance which contributes to a showing of
Good Reason or Cause will not waive any right of the party giving the Notice of
Termination hereunder or preclude such party from asserting such fact or
circumstance in enforcing its rights hereunder.
 (b)
    
    A termination of employment of the Executive will not be deemed to be for Cause
unless and until there has been delivered to the Executive a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held for such purpose
(after reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board), finding that, in the
good faith opinion of the Board, the Executive has engaged in the conduct described in
subparagraph 1(c) hereof, and specifying the particulars of such conduct.(c)
    
    A termination of employment of the Executive will not be deemed to be for Good
Reason unless the Executive gives the Notice of Termination provided for herein within
ninety (90) days after the Executive has actual knowledge of the act or omission of the
Company constituting such Good Reason.
 Obligations of the Company Upon Termination of Executives Employment Following a Change
in Control
 (a)
    
    If, during the Effective Period, the Company terminates the Executives
employment other than for Cause or the Executive terminates employment with the Company
for Good Reason, the Company will pay the following to the Executive:
 (i)
    
    A lump sum cash amount equal to the amount of the Executives
annual base salary through the Date of Termination to the extent not
theretofore paid;(ii)
    
    A lump sum cash amount equal to the amount of the target annual
bonus that the Executive would receive for the year in which the Date of
Termination occurs, pro-rationed by multiplying such bonus amount by the
fraction obtained by dividing the number of days in the year through the Date
of Termination by 365;(iii)
    
    A lump sum cash amount equal to the product of two times the
Executives annual base salary at the greater of (A) the rate in effect at the
time Notice of Termination is given or (B) the rate in effect immediately
preceding the Change in Control;(iv)
    
    A lump sum cash amount equal to the product of two times the
target annual cash bonus in effect for the Executive at the time Notice of
Termination is given;
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(v)
    
    A lump sum cash amount equal to (A x B) ÷ C, where: A equals
twenty-four (24); B equals the monthly cost of coverage under the Companys
health insurance, dental insurance and life insurance benefit plans as in
effect and applicable to the Executive and his or her family members during the
90-day period immediately preceding the Effective Period or on the Date of
Termination, whichever results in the greatest benefit; and C equals an
assumed tax gross-up percentage of sixty percent (60%); and(vi)
    
    A lump sum cash amount equal to (A) the present value of the
benefit that would be paid by the FBL Financial Group Retirement Plan and the
FBL Financial Group Supplemental Retirement Plan, in effect on and in which the
Executive was a Participant on the Date of Termination, assuming (I) the
Executive is given credit for additional years of service beyond the Date of
Termination equal to the Post Employment Continuation Period for purposes of
vesting and accrual of years of service, and (II) the amounts paid under
subparagraphs 4(a)(iii) and 4(a)(iv) were paid in monthly installments over the
Post Employment Continuation Period for purposes of computing average
compensation, minus (B) the amount equal to the actual present value of the
benefit that would be paid by the FBL Financial Group Retirement Plan and the
FBL Financial Group Supplemental Retirement Plan without taking into account
the assumptions described immediately above in (I) and (II). The lump sum cash
amount payable under this subparagraph 4(a)(vi) shall be paid pursuant to the
provisions of this Agreement, and shall not be deemed to be a payment under the
provisions of the FBL Financial Group Retirement Plan or the FBL Financial
Group Supplemental Retirement Plan. The interest rate and actuarial factors
used to determine the present value under this subparagraph 4(a)(vi) shall be
the same interest rate and actuarial factors used under the FBL Financial Group
Retirement Plan and the FBL Financial Group Supplemental Retirement Plan, as
applicable.
 All amounts payable pursuant to this subparagraph 4(a) shall be paid by the Company
to the Executive within thirty (30) days following the Executives Date of
Termination. If the Executive shall have become entitled to the severance payments
and benefits listed under this subparagraph 4(a) and the Executive dies prior to his
receipt thereof, then such payments and benefits will be paid to the Executives
Beneficiary at the same time and in the same form as the Executive would have
received such payments and benefits had the Executive survived.(b)
    
    Effect of Termination of Employment During the Term. This Agreement
shall terminate automatically on the Date of Termination, and no benefits shall be
payable to Executive hereunder, if the Executives employment is terminated for any
reason prior to a Change in Control. This Agreement shall terminate automatically on
the Date of Termination, and no benefits shall be payable to Executive hereunder, if
the Executives employment is terminated during the Effective Period (i) due to the
death or Disability of the Executive, (ii) by the Company for Cause, or (iii) by the
Executive without Good Reason.
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Mitigation of Damages
 Stock Options; Stock Appreciation Rights; Stock Bonus; Restricted Stock
 Certain Reduction in Payments
 (a)
    
    For purposes of this subparagraph 7: (i) Independent Tax Counsel shall mean a
lawyer, a certified public accountant with a nationally recognized accounting firm, or
a compensation consultant with a nationally recognized actuarial and benefits
consulting firm with expertise in the area of executive compensation tax law, who will
be selected by the Company and will be reasonably acceptable to the Executive, and
whose fees and disbursements will be paid by the Company; (ii) Payment shall mean any
payment or distribution in the nature of compensation to or for the benefit of the
Executive (whether paid or payable pursuant to this Agreement or otherwise, but
determined without regard to any reductions required by this paragraph 7); (iii) Net
After Tax Receipt shall mean the Present Value of a Payment net of all taxes imposed
on the Executive with respect thereto under Sections 1 and 4999 of the Code, determined
after taking into account all federal, state, and local taxes applicable to the
Executive; (iv) Present Value shall mean such value determined in accordance with
Section 280G(d)(4) of the Code; and (v) Reduced Amount shall mean the smallest
aggregate amount of Payments which (A) is less than the sum of all Payments and (B)
results in aggregate Net After Tax Receipts which are equal to or greater than the Net
After Tax Receipts which would result if the aggregate Payments were any other amount
less than the sum of all Payments.(b)
    
    Anything in this Agreement to the contrary notwithstanding, in the event the
Independent Tax Counsel shall determine that receipt of all Payments would subject the
Executive to tax under Section 4999 of the Code, it shall determine whether some amount
of Payments would meet the definition of a Reduced Amount. If the Independent Tax
Counsel determines that there is a Reduced Amount, the aggregate Payments shall be
reduced to such Reduced Amount. In the event that the Independent Tax Counsel is
serving as accountant or auditor for the individual, entity or group effecting the
Change in Control, the Executive shall appoint another nationally recognized accounting
firm to make the
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determinations required hereunder (which accounting firm shall then be referred to
as the Independent Tax Counsel hereunder).(c)
    
    If the Independent Tax Counsel determines that there is a Reduced Amount
pursuant to subparagraph 7(b) of this Agreement, the Company shall promptly give the
Executive notice to that effect and a copy of the detailed calculation thereof. Any
required reduction in the Payments pursuant to subparagraph 7(b) of this Agreement
shall be accomplished by reducing the lump sum severance payment payable pursuant to
subparagraph 4(a)(iii) of this Agreement, and to the extent such required reduction is
greater than such payment under subparagraph 4(a)(iii), then by also reducing the lump
sum severance payment payable pursuant to subparagraph 4(a)(iv) of this Agreement. All
determinations made by the Independent Tax Counsel under this paragraph 7 shall be
binding upon the Company and the Executive and shall be made within fifteen (15)
business days of the Date of Termination of the Executives employment, and the Company
shall pay to or distribute to or for the benefit of the Executive such Payments as are
then due to the Executive no later than thirty (30) days following the Date of
Termination, and shall pay to or distribute to or for the benefit of the Executive such
Payments as become due to the Executive in the future no later than ten (10) days
following the dates such payments or distributions become due.(d)
    
    While it is the intention of the Company and the Executive to reduce the
amounts payable or distributable to the Executive hereunder only if the aggregate Net
After Tax Receipts to the Executive would thereby be increased, as a result of the
uncertainty in the application of Section 4999 of the Code at the time of the initial
determination by the Independent Tax Counsel hereunder, it is possible that amounts
will have been paid or distributed by the Company to or for the benefit of the
Executive pursuant to this Agreement which should not have been so paid or distributed
(Overpayment) or that additional amounts which will have not been paid or distributed
by the Company to or for the benefit of the Executive pursuant to this Agreement could
have been so paid or distributed (Underpayment), in each case, consistent with the
calculation of the Reduced Amount hereunder. In the event that the Independent Tax
Counsel, as a result of a tax audit or litigation addressing the existence or amount of
a tax liability against the Company or the Executive which the Independent Tax Counsel
believes has a high probability of success based on controlling precedent or other
substantial authority, determines that an Overpayment has been made, any such
Overpayment paid or distributed by the Company to or for the benefit of the Executive
shall be treated for all purposes as a loan ab initio to the Executive which the
Executive shall repay to the Company together with interest at the applicable federal
rate provided for in Section 7872(f)(2) of the Code; provided however, that no such
loan shall be deemed to have been made and no amount shall be payable by the Executive
to the Company if and to the extent such deemed loan and payment would not either
reduce the amount on which the Executive is subject to tax under Section 1 and Section
4999 of the Code or generate a refund of such taxes. In the event that the Independent
Tax Counsel, as a result of a tax audit or litigation addressing the existence or
amount of a tax liability against the Company or the Executive which the Independent
Tax
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Counsel believes has a high probability of success based on controlling precedent or
other substantial authority, determines that an Underpayment has occurred, any such
Underpayment shall be paid by the Company to or for the benefit of the Executive,
together with interest at the applicable federal rate provided for in Section
7872(f)(2) of the Code, within thirty (30) days of the Independent Tax Counsels
determination, but in no event later than the last day of the Executives taxable
year next following the Executives taxable year in which the taxes that are the
subject of the audit or litigation are remitted to the taxing authority, or where as
a result of such audit or litigation no taxes are remitted, the end of the taxable
year in which the audit is completed or there is a final and nonappealable
settlement or other resolution of the litigation.
 Confidential Information; Non-Solicitation
 (a)
    
    At all times, both during and after the Term, the Executive covenants and
agrees to hold in a fiduciary capacity for the benefit of the Company and its
Affiliates all secret, proprietary or confidential material, knowledge, data or any
other information relating to the Company or any of its Affiliates and their respective
businesses (Confidential Information), which has been obtained by the Executive
during the Executives employment by the Company or any of its Affiliates and that has
not been, is not now and hereafter does not become public knowledge (other than by acts
by the Executive or representatives of the Executive in violation of this Agreement),
and will not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it. The
Executive further agrees to return to the Company any and all records and documents
(and all copies thereof) and all other property belonging to the Company or relating to
the Company, its Affiliates or their businesses, upon termination of Executives
employment with the Company and its Affiliates.(b)
    
    During the Term of this Agreement and (if the Executive shall have become
entitled to the payments and benefits listed in subparagraph 4(a) of this Agreement)
any Post-Employment Continuation Period, the Executive covenants and agrees not to
solicit or entice any other employee of the Company or its Affiliates to leave the
Company or its Affiliates to go to work for any other business or organization which is
in direct or indirect competition with the Company or any of its Affiliates, nor
request or advise a customer or client of the Company or its Affiliates to curtail or
cancel such customers business relationship with the Company or its Affiliates.
 Rights and Remedies Upon Breach
 (a)
    
    The Executive hereby acknowledges and agrees that the provisions contained in
paragraph 8 of this Agreement (the Restrictive Covenants) are reasonable and valid in
duration and in all other respects. If any court determines that any of the
Restrictive Covenants, or any part thereof, is invalid or unenforceable, the
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remainder of the Restrictive Covenants will not thereby be affected and will be
given full effect without regard to the invalid portions.
 (b)
    
    If the Executive breaches, or threatens to commit a breach of, any of the
Restrictive Covenants, the Company will have the following rights and remedies, each of
which rights and remedies will be independent of the others and severally enforceable,
and each of which is in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or in equity:
 (i)
    
    Specific Performance. The right and remedy to have the
Restrictive Covenants specifically enforced by any court of competent
jurisdiction, it being agreed that any breach or threatened breach of the
Restrictive Covenants would cause irreparable injury to the Company and that
money damages would not provide an adequate remedy to the Company.(ii)
    
    Accounting. The right and remedy to require the
Executive to account for and pay over to the Company all compensation, profits,
monies, accruals, increments or other benefits derived or received by the
Executive as the result of any action constituting a breach of the Restrictive
Covenants.(iii)
    
    Cessation of Severance Benefits. The right and remedy
to cease any further severance, benefit or other compensation payments under
this Agreement to the Executive or the Executives Beneficiary from and after
the commencement of such breach by the Executive.
 (c)
    
    The provisions of this subparagraph 9(c) shall apply to any dispute relating to
this Agreement and not governed by subparagraph 9(b).
 (i)
    
    Neither the Company nor the Executive may commence any action
in any court until the parties have either participated in non-binding
mediation under the auspices of an independent mediator, or (if the dispute
involves a Notice of Termination) more than sixty (60) days have elapsed after
the date of any applicable Notice of Termination.Either party may initiate mediation procedures by sending the other party a
list of three (3) mediators, from which list the receiving party shall
designate one person to serve as mediator. The mediation process shall be
subject to the customary agreements and confidentiality utilized by members
of nationally recognized mediation services. The cost of mediation shall be
borne by the Company.(ii)
    
    Upon expiration of the time periods prescribed in (i) above,
either party may commence action in either the state or Federal courts of the
State of Iowa, but not elsewhere. In any such action, each party hereby
irrevocably waives: (A) any objection it may have to the laying of venue of any
proceeding brought in any such court; (B) any claim that such proceedings have
been brought in an inconvenient forum; (C) any and all
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rights to any jury trial; and (D) any and all rights to punitive or
exemplary damages.
 (iii)
    
    The Company agrees to reimburse the Executive for the
reasonable attorneys fees incurred and paid by the Executive in connection with
any dispute relating to this Agreement, except as provided in the following
sentence. Notwithstanding the foregoing, if the final result of any action
relating to this Agreement is that the Company is not obligated to pay an
amount to the Executive in excess of 125% of the amount offered to the
Executive by the Company prior to the commencement of such action, then the
Company shall only be obligated to pay one-half of the reasonable attorneys
fees incurred and paid by the Executive in connection with such dispute, and
the Executive shall promptly repay to the Company the amount of any prior
reimbursement in excess of the amount which the Company is obligated to pay to
Executive under this subparagraph 9(c)(iii).
 Notices
  
  
 
 
 Entire Agreement
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Waivers and Amendments
 Governing Law
 Assignment
 Binding Agreement
 Counterparts
 Headings
 Authorization
 Validity
 Tax Withholding
 No Contract of Employment
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Compliance with Section 409A of the Code
 Effective Date
  FBL FINANCIAL GROUP, INC.
    
    THE EXECUTIVEBy:James W. Noyce
    
    [Name]Chief Executive Officer
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