Exhibit 10.18
 FIRST AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
FORM A
 (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.




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(b)
    
    Board. Board means the Board of Directors of the Company.(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
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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
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 36-month period
following any Change in Control.
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(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:
 (i)
    
    A material diminution in the Executives authority, duties, or
responsibilities;(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 three 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
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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 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.
 4.
    
    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;
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(iii)
    
    A lump sum cash amount equal to the product of three 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 three times the
target annual cash bonus in effect for the Executive at the time Notice of
Termination is given;(v)
    
    A lump sum cash amount equal to (A x B) ÷ C, where: A equals
thirty-six (36); 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
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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.
 Mitigation of Damages
 Stock Options; Stock Appreciation Rights; Stock Bonus; Restricted Stock
 Tax Effect
 (a)
    
    If Independent Tax Counsel determines that any payment or distribution by the
Company or its Affiliates to or for the benefit of the Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement or
otherwise) (a Payment) constitutes a parachute payment as defined in Section 280G
of the Code (or any successor provision thereto) which would be subject to any Excise
Tax, then the Executive shall be entitled to be paid an amount (a Gross-Up Payment)
equal to the sum of: (i) all Excise Taxes incurred by the Executive as a result of such
Payment; plus (ii) all federal, state and local income taxes and employment taxes
(together with all interest and penalties incurred by the Executive with respect to
such taxes) incurred by the Executive as a result of amounts payable to the Executive
pursuant to this subparagraph 7(a); plus all Excise Taxes incurred by the Executive as
a result of amounts payable to the Executive pursuant to this subparagraph 7(a). For
purposes of this paragraph 7, Excise Tax means the excise tax imposed by Section 4999
of the Code,
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together with all interest and penalties incurred by the Executive with respect to
such excise tax.
 (b)
    
    Subject to the provisions of subparagraph 7(d) below, all determinations
required to be made under this paragraph 7, including whether and when a Gross-Up
Payment is required, the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determinations, will be made by Independent Tax Counsel
which shall provide detailed supporting calculations both to the Company and the
Executive within fifteen (15) business days of the receipt of notice from the Executive
that there has been a Payment, or such earlier time as is requested by the Company. For
purposes of this paragraph, Independent Tax Counsel will 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.(c)
    
    Any Gross-Up Payment will be paid by the Company to the Executive within five
(5) days of the Companys receipt 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 he or she remits the related taxes. If Independent
Tax Counsel determines that no Excise Tax is payable by the Executive, it will furnish
the Executive with a written opinion that the Executive has substantial authority not
to report any Excise Tax on the Executives Federal income tax return. If the
Executive is subsequently required to make a payment of any Excise Tax due to a tax
audit or litigation addressing the existence or amount of a tax liability, then the
Independent Tax Counsel will determine the amount of such additional payment (Gross-Up
Underpayment), and any such Gross-Up Underpayment will be paid by the Company to or
for the benefit of the Executive within thirty (30) days of the parties receipt 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. The fees and disbursements of the
Independent Tax Counsel will be paid by the Company.(d)
    
    The Executive will notify the Company in writing within fifteen (15) days of
any claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of a Gross-Up Payment. If the Company notifies the Executive in
writing that it desires to contest such claim and that it will bear the costs and
provide the indemnification as required by this paragraph, the Executive will:
 
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(i)
    
    give the Company any information reasonably requested by the
Company relating to such claim,(ii)
    
    take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim
by an attorney reasonably selected by the Company,(iii)
    
    cooperate with the Company in good faith in order to
effectively contest such claim, and(iv)
    
    permit the Company to participate in any proceedings relating
to such claim; provided, however, that the Company will bear and pay directly
all costs and expenses (including additional interest and penalties) incurred
in connection with such contest and will indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax, income tax or employment
tax, including interest and penalties with respect thereto, imposed as a result
of such representation and payment of costs and expenses. The Company will
control all proceedings taken in connection with such contest; provided,
however, that if the Company directs the Executive to pay such claim and sue
for a refund, the Company will advance the amount of such payment to the
Executive on an interest-free basis, and will indemnify and hold the Executive
harmless on an after-tax basis, from any Excise Tax, income tax or employment
tax, including interest or penalties with respect thereto, imposed with respect
to such advance or with respect to any imputed income with respect to such
advance.
 (e)
    
    If, after the receipt by the Executive of an amount advanced by the Company
pursuant to subparagraph 7(d)(iv), the Executive becomes entitled to receive any refund
with respect to such claim, the Executive will, within ten (10) days of receipt
thereof, pay to the Company the amount of such refund, together with any interest paid
or credited thereon after taxes applicable thereto. If, after the receipt by the
Executive of an amount advanced by the Company pursuant to subparagraph 7(d)(iv), a
determination is made that the Executive shall not be entitled to any refund with
respect to such claim and the Company does not notify the Executive in writing of its
intent to contest such denial of refund prior to the expiration of thirty (30) days
after such determination, then such advance will be forgiven and will not be required
to be repaid and the amount of such advance will offset, to the extent thereof, the
amount of Gross-Up Payment required to be paid.
 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
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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 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.
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(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 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
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amount which the Company is obligated to pay to Executive under this
subparagraph 9(c)(iii).
 Notices
  
  
 
 
 Entire Agreement
 Waivers and Amendments
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Governing Law
 Assignment
 Binding Agreement
 Counterparts
 Headings
 Authorization
 Validity
 Tax Withholding
 No Contract of Employment
 Compliance with Section 409A of the Code
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Effective Date
  FBL FINANCIAL GROUP, INC.
    
    
    
    THE EXECUTIVEBy:James W. Noyce
    
    
    
    [Name]Chief Executive Officer
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