(1) The Employee’s willful and continued failure to substantially perform theEmployee’s duties with the Company or its Affiliates (other than any such failureresulting from the Employee’s incapacity due to physical or mental illness), after awritten demand for substantial performance is delivered to the Employee by theCompany which specifically identifies the manner in which the Company believes thatthe Employee has not substantially performed his or her duties;(2) The final conviction of the Employee of, or an entering of a guilty plea or aplea of no contest by the Employee to, a felony; or(3) The willful engaging by the Employee in illegal conduct or gross misconduct whichis materially and demonstrably injurious to the Company.For purposes of this definition, no act or failure to act on the part of the Employeeshall be considered “willful” unless it is done, or omitted to be done, by theEmployee in bad faith or without a reasonable belief that the action or omission wasin 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, theinstructions of a more senior officer of the Company or the advice of counsel to theCompany or its Affiliates will be conclusively presumed to be done, or omitted to bedone, by the Employee in good faith and in the best interests of the Company and itsAffiliates.(iv) **Committee.** “Committee” shall mean the Management Development andCompensation Committee of the Board of Directors.(v) **Term of Employment**. “Term of Employment” shall mean the term specified in theEmployment Agreement.2. **Restricted Shares**. Employee hereby accepts the Restricted Shares when issued and agreeswith respect thereto as follows:(a) **Forfeiture Restrictions**. The Restricted Shares may not be sold, assigned,pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to theextent then subject to the Forfeiture Restrictions (as hereinafter defined), and in theevent of termination of Employee’s employment with the Company or employing subsidiary forany reason other than (i) completing the Term of Employment as defined in the EmploymentAgreement, (ii) death or (iii) disability as determined by the Company, or except asotherwise provided in the last sentence of subparagraph (b)(iii)(C) of this Paragraph 2,Employee shall, for no consideration, forfeit to the Company all Restricted Shares to theextent then subject to the Forfeiture Restrictions. The prohibition against transfer andthe obligation to forfeit and surrender Restricted Shares to the Company upon termination ofemployment are herein referred to as “Forfeiture Restrictions.” The Forfeiture Restrictionsshall be binding upon and enforceable against any transferee of Restricted Shares.(b) **Lapse of Forfeiture Restrictions**. The Forfeiture Restrictions shall lapse as tothe Restricted Shares in accordance with the following schedule:**(i) Noncontingent Lapse Dates: The Forfeiture Restrictions shall lapse as to the followingnumbers of Restricted Shares during the Employee’s Term of Employment as follows:**
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     **Lapse Date** **Number of Shares****5-1-2009**  **9,058** **6-1-2009**  **9,058** **7-1-2009**  **9,058** **8-1-2009**  **9,058** **9-1-2009**  **9,058** **10-1-2009**  **9,058** **11-1-2009**  **9,058** **12-1-2009**  **9,058** **(ii) Contingent Lapse Date: The Forfeiture Restrictions shall lapse as to the RestrictedShares not vested under subparagraph (b)(i) above based upon the attainment of goals reachedwith respect to the performance of the Company during Employee’s Term of Employment. Thespecific goals to be obtained, and the weight to be given each goal , shall be determined bythe Lead Director and the Chairman of the Management Development and Compensation Committeewithin sixty (60) days of the date this Agreement is fully executed. The exact number ofRestricted Shares as to which the Forfeiture Restrictions may lapse under this subparagraphwill be determined jointly by the Lead Director and the Chairman of the ManagementDevelopment and Compensation Committee, with such determination based upon the attainment ofthe goals established , and shall be made after December 31, 2009, but prior to March 1,2010 (hereinafter “Contingent Lapse Date”). Any Restricted Shares under this subparagraphas to which the Forfeiture Restrictions are not removed by the Contingent Lapse Date shallbe forfeited and surrendered.****(iii) Effect of Termination of Employment: Notwithstanding the foregoing:****(A) If Employee’s employment with the Company is terminated for Cause, during theTerm of Employment, Employee shall surrender and forfeit all Restricted Shares,except those shares as to which the Forfeiture Restrictions had lapsed undersubparagraph (b)(i) above as of the termination date.****(B) If Employee’s employment with the Company is terminated prior to the Term ofEmployment without Cause, or by the Employee for Good Reason, or due to death ordisability of the Employee, no surrender or forfeiture shall occur as to thoseRestricted Shares on which the Forfeiture Restrictions had lapsed pursuant tosubparagraph (b)(i) above as of the termination date; however, all Restricted Sharesas to which the Forfeiture Restrictions had not lapsed under subparagraph (b)(ii)above shall be surrendered and forfeited as of the Contingent Lapse Date, unless adetermination has been made prior to the Contingent Lapse Date to remove all, or aportion of the Forfeiture Restrictions in accordance with subparagraph (b)(ii) above,or subparagraph (C) below.**(C) In the event Employee’s employment is terminated for any other reason, theCommittee or its delegate, as appropriate, may, in the Committee’s or such delegate’ssole discretion, approve the lapse of Forfeiture Restrictions as to any or allRestricted Shares still subject to such restrictions, such lapse to be effective onthe Contingent Lapse Date.(c) **Dividend Restriction**. Payment of any dividends on the Restricted Shares iscontingent upon meeting the performance and service requirements referenced in thisAgreement, and
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such dividends shall be retained by the Company and not paid to Employee until theapplicable Lapse Date, and then only in respect to shares which have not been forfeited.(d) **Certificates**. A certificate evidencing the Restricted Shares shall be issued bythe Company in Employee’s name, or at the option of the Company, in the name of a nominee ofthe Company, pursuant to which Employee shall have voting rights and such rights todividends as are described in paragraph 2(c), above. As required by the Plan, thecertificate shall bear a legend reading as follows: “The sale or other transfer of theShares of Stock represented by this certificate, whether voluntary, involuntary, or byoperation of law, is subject to certain restrictions on transfer as set forth in the FBLFinancial Group, Inc. 2006 Class A Common Stock Compensation Plan and in a Restricted StockAgreement dated April 29, 2009. A copy of the Plan and such Restricted Stock Agreement maybe obtained from the Secretary of FBL Financial Group, Inc.” The Company may cause thecertificate to be delivered upon issuance to the Secretary of the Company or to such otherdepository as may be designated by the Company as a depository for safekeeping until theforfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan andthis award. Alternatively, the Company may maintain the shares in an uncertificated recordat the offices of its stock transfer agent. Upon request of the Committee or its delegate,Employee shall deliver to the Company a stock power, endorsed in blank, relating to theRestricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of theForfeiture Restrictions without forfeiture, the Company shall cause a new certificate orcertificates to be issued without legend in the name of Employee for the shares upon whichForfeiture Restrictions lapsed, or at the election of Employee, cause uncertificated sharesto be transferred to an account for the benefit of Employee at such bank or brokerage firmas Employee directs. Notwithstanding any other provisions of this Agreement, the issuanceor delivery of any shares of Stock (whether subject to restrictions or unrestricted) may bepostponed for such period as may be required to comply with applicable requirements of anynational securities exchange or any requirements under any law or regulation applicable tothe issuance or delivery of such shares. The Company shall not be obligated to issue ordeliver any shares of Stock if the issuance or delivery thereof shall constitute a violationof any provision of any law or of any regulation of any governmental authority or anynational securities exchange.3. **Withholding of Tax**. To the extent that the receipt of the Restricted Shares, dividendspaid upon the Restricted Shares or the lapse of any Forfeiture Restrictions results in compensationincome to Employee for federal or state income tax purposes, Employee shall deliver to the Companyat the time of such receipt or lapse, as the case may be, such amount of money or shares ofunrestricted Stock as the Company may require to meet its withholding obligation under applicabletax laws or regulations, and, if Employee fails to do so, the Company is authorized to withholdfrom any cash or Stock remuneration then or thereafter payable to Employee any tax required to bewithheld by reason of such resulting compensation income.4. **Status of Stock**. Employee agrees that the Restricted Shares will not be sold orotherwise disposed of in any manner which would constitute a violation of any applicable federal orstate securities laws. Employee also agrees (i) that the certificates representing the RestrictedShares may bear such legend or legends as the Company deems appropriate in order to assurecompliance with applicable securities laws, (ii) that the Company may refuse to register thetransfer of the Restricted Shares on the stock transfer records of the Company if such proposedtransfer would be in the opinion of counsel satisfactory to the Company constitute a violation ofany applicable securities law and (iii) that the Company may give related instructions to itstransfer agent, if any, to stop registration of the transfer of the Restricted Shares.
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5. **Employment Relationship**. For purposes of this Agreement, Employee shall be consideredto be in the employment of the Company as long as Employee remains an employee of either theCompany, any successor corporation or a parent or subsidiary corporation (as defined in section 424of the Code) of the Company or any successor corporation. Any question as to whether and whenthere has been a termination of such employment, and the cause of such termination, other than acompletion of Employee’s Term of Employment, shall be determined by the Committee, or its delegate,as appropriate, and its determination shall be final.6. **Committee’s Powers**. No provision contained in this Agreement shall in any wayterminate, modify or alter, or be construed or interpreted as terminating, modifying or alteringany of the powers, rights or authority vested in the Committee or, to the extent delegated, in itsdelegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan,including, without limitation, the right to make certain determinations and elections with respectto the Restricted Shares. By execution of this Agreement, Company affirms that the Committee haswaived the provisions of Section 9(i) of the Plan which would otherwise require automaticforfeiture of all shares of Restricted Stock still subject to restrictions upon termination ofEmployee’s employment, and has substituted therefore the provisions stated in Paragraphs 2(a) and2(b), above.7. **Binding Effect**. This Agreement shall be binding upon and inure to the benefit of anysuccessors to the Company and all persons lawfully claiming under Employee.8. **Governing Law**. This Agreement shall be governed by, and construed in accordance with,the laws of the State of Iowa     **IN WITNESS WHEREOF**, the Company has caused this Agreement to be duly executed by an officerthereunto duly authorized, and Employee has executed this Agreement, with an effective date ofApril 29, 2009.      **FBL FINANCIAL GROUP, INC.**