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Exhibit 10.1(a)




FBL FINANCIAL GROUP, INC.




INCENTIVE STOCK OPTION AGREEMENT




OPTIONEE:

DATE OF GRANT:

DATE FIRST EXERCISABLE: One Year from Date of Grant

DATE OF EXPIRATION: Ten Years from Date of Grant

NUMBER OF SHARES COVERED BY THIS OPTION:

OPTION PRICE:



     THIS OPTION AGREEMENT (the “Agreement”), effective as of Date of Grant
set forth above, is between FBL Financial Group, Inc., an Iowa corporation (the
“Company”) and the Optionee set forth above, who is an employee of the Company
or one of its Subsidiaries, pursuant to the Amended and Restated FBL Financial
Group, Inc. 1996 Class A Common Stock Compensation Plan adopted by the Board of
Directors of the Company on February 25, 1996, approved by the shareholders of
the Company on March 12, 1996, amended and restated on July 10, 1996 and
effective as of July 18, 1996, as further amended from time to time (the
“Plan”). The Plan provides for the granting of Incentive Stock Options within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”) by the Board of Directors of the Company (the “Board”) or by a
committee appointed by the Board (the “Committee”) to certain Eligible
Employees, as defined in the Plan. Capitalized terms used in this Agreement
shall have the same meaning as defined in the Plan unless otherwise defined
herein. References to the Company used in this Agreement may mean, as the
context requires, the Board of Directors or any Committee appointed by the
Board of Directors of the Company to administer the Plan and to perform the
functions set forth therein. The parties hereto agree as follows:



     1. Grant of Stock Option at Option price. The Company hereby
grants to Optionee the Option to purchase the number of shares of Class A
Common Stock without par value of the Company (“Common Stock”) set forth above
at the Option Price per share set forth above; provided, however, that the
Option Price per share shall not be less than 100% (110% in the case of
Optionee being a Ten-Percent Stockholder as defined in the Plan as of the Date
of Grant) of the Fair Market Value (as defined in the Plan) of a share of the
common Stock as of the Date of Grant, subject to the terms and conditions of
this Agreement. This Option is intended by the parties to be, and shall be
treated as, an Incentive Stock Option within the meaning of Section 422 of the
Code. However, in no event shall the option be considered an Incentive Stock
Option if more than $100,000 in aggregate fair market value of stock
(determined as of the date of grant) becomes exercisable for the first time in
any calendar year.



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Exhibit 10.1(a)


     2. Duration of the Stock Option. The Option shall be exercisable
in accordance with this Agreement and the Plan until the Date of Expiration set
forth above; provided, however that this Option shall not be exercisable under
any circumstances after the expiration of ten (10) years (five (5) years in the
case of Optionee being a Ten-Percent Stockholder as of the Date of Grant) from
the Date of Grant. The Company may extend the Date of Expiration in accordance
with the Plan by written notice to Optionee, but in no event shall the term of
this Option as so extended exceed the maximum term provided for in the
preceding sentence.



     3. Vesting of Stock Option. This Option shall become exercisable
as to 20% of the number of shares covered by this Option set forth above at any
time on or after the first anniversary date of the Date of Grant (the “Date
First Exercisable”). An additional 20% of the number of shares covered by this
Option shall become purchasable at any time on or after each of the second
through fifth anniversaries of the 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 of Expiration.
The Company may accelerate the exercisability of this Option, or any portion
thereof, at any time, by written notice to Optionee. Notwithstanding the above
provisions of this Section 3, this Option shall become immediately exercisable
in full upon (i) the occurrence of a Change in Control as defined in the Plan;
or (ii) the death, Disability or Retirement of the Optionee as described in
Section 4.



     4. Termination of Employment by Retirement, Death or Disability.
If, without having fully exercised this Option, Optionee shall die or
Optionee’s employment with the Company or any Subsidiary (as defined in the
Plan) of the Company is terminated by reason of Retirement or Disability (each
as defined in the Plan), and if at such time this Option is not yet
exercisable, then Optionee’s rights to purchase all of the Common Stock subject
to this Option shall immediately vest, and Optionee or Optionee’s legal
representative or beneficiary (or such persons who have acquired Optionee’s
rights under the Option by will or by the laws of descent and distribution), as
applicable, shall have the right to exercise this Option for a period ending on
the earlier of (a) the Date of Expiration, or (b) the third anniversary date of
such termination of employment, and the Option shall thereafter terminate.
Notwithstanding the above provisions of this Section 4, the Company may extend
the period for the exercise of this Option in accordance with the Plan by
written notice to Optionee, but in no event shall the term of this Option as so
extended exceed the maximum term provided for in Section 2. Optionee
acknowledges and understands that (a) if Optionee exercises this Option more
than one year after termination of employment with the Company or any
Subsidiary by reason of Disability (three months if the Disability is not a
disability within the meaning of Section 22(e)(3) of the Code), or (b) this
option is exercised more than three months after termination of Optionee’s
employment for any other reason except death, the provisions of Section 421(a)
of the Code, including the provision thereof that no income shall result at the
time of the exercise of the Option, shall not apply.



     5. Termination of Employment for Other Reasons. If, without
having fully exercised this Option, Optionee’s employment with the Company or
any Subsidiary is terminated for reasons other



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Exhibit 10.1(a)


than Optionee’s death, Disability or Retirement (including Optionee’s
ceasing to be employed by the Company or a Subsidiary as a result of the sale
of such Subsidiary or an interest in such Subsidiary), and if at such time this
Option is not yet exercisable, then Optionee’s rights under this Option shall
immediately terminate. However, if at the date of such termination of
Optionee’s employment, this Option or a portion of this Option is exercisable,
then Optionee shall have the right to exercise this Option, to the extent
exercisable at the time of Optionee’s termination of employment, for a period
ending on the earlier of (a) the Date of Expiration, or (b) thirty (30) days
following such termination of employment, and the Option shall thereafter
terminate. Notwithstanding the above provisions of this Section 5, the Company
may extend the period for the exercise of this Option in accordance with the
Plan by written notice to Optionee, but in no event shall the term of this
Option as so extended exceed the maximum term provided for in Section 2.



     6. Procedure for Exercise of Option.



     (a) Minimum Shares. This Option may be exercised in whole or in
part, but not for less than one hundred (100) shares of Common Stock at any one
time, unless fewer than one hundred (100) shares are then purchasable under the
Option and the Option is then being exercised as to all such shares.



     (b) Written Notice. This Option may be exercised by giving written
notice in the form attached to the Company at the address set forth herein,
addressed to the attention of the Secretary of the Company. This Option may be
exercised during Optionee’s lifetime only by Optionee or Optionee’s legal
representative or after Optionee’s death only by Optionee’s legal
representative or beneficiary. Such notice shall (i) be signed by the Optionee
or Optionee’s legal representative or beneficiary entitled to exercise the
Option and, if being exercised by any person other than Optionee, be
accompanied by proof, satisfactory to counsel for the Company, of the right of
such person to exercise the Option; (ii) state the person(s) in whose name the
stock certificates for such shares of Common Stock is to be registered, and the
street address and the tax identification or social security number of such
person(s); (iii) specify the number of full shares of Common Stock then elected
to be purchased with respect to the Option and the date of exercise thereof
which date shall be at least five (5) days after giving of such notice; (iv)
contain such representations and agreements as may be satisfactory to counsel
for the Company and, unless a Registration Statement under the Securities Act
of 1933, as amended (the “Securities Act”) is in effect with respect to the
shares to be purchased, contain a representation of Optionee or Optionee’s
legal representative or beneficiary, as applicable, that the shares of Common
Stock are being acquired for investment, and that the shares will not be sold
or otherwise transferred except in compliance with all applicable securities
laws and regulations and all requirements of any stock exchange or market upon
which such shares of Common Stock are then listed and/or traded; and (v) be
accompanied by payment in full of the Option Price of the shares to be
purchased.



     (c) Payment of Option Price. The Option Price upon exercise of
this Option shall be payable to the Company in full either (i) in cash or its
equivalent (acceptable cash equivalents shall



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Exhibit 10.1(a)


be determined at the sole discretion of the Company) or by check; (ii) at the
sole discretion of the Company and upon such terms and conditions as the
Company shall approve, by (a) transferring previously-acquired shares of Common
Stock having an aggregate Fair Market Value (as defined in the Plan) on the day
preceding the date of exercise equal to the total price of the shares for which
the Option is being exercised; (iii) by a combination of (i) and (ii).



     (d) Certificates. As promptly as practicable after receipt of
such written notice, required representations, and payment, the Company shall
cause to be issued and delivered to the Optionee or Optionee’s legal
representative or beneficiary, as applicable, certificates for the shares of
Common Stock so purchased, registered in the name of Optionee, Optionee’s legal
representative or beneficiary, as applicable, and endorsed with any appropriate
restrictive legends.



     (e) Records. The Company shall maintain records of all
information pertaining to Optionee’s rights under this Agreement, including the
number of shares for which this Option is exercisable, and the Company’s books
and records shall be conclusive and binding upon Optionee.



     7. Restrictions on Transfer. This Option may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Optionee, with the
consent of the Board, may designate a person or persons to receive in the event
of Optionee’s death, this Option or any shares pursuant thereto, to which
Optionee 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 by Optionee. In the event of the death of Optionee and in the absence
of a beneficiary validly designated under the Plan who is living at the time of
Optionee’s death, the Company shall deliver this Option and/or amounts payable
to the executor or administrator of Optionee’s estate or, if no executor or
administrator has been appointed to the knowledge of the Company, the Company,
in its sole discretion, may deliver this Option and/or amounts payable to the
spouse or to any one or more dependents or relatives of Optionee, or if no
spouse, dependent or relative is known to the Company, then to such other
person or persons as the Company may designate. This Option shall not be
subject to any levy, attachment, execution or similar process. In the event of
any transfer or levy of process upon the rights or interests hereby conferred,
the Company may terminate this Option by written notice to Optionee and it
shall thereupon become null and void. This Agreement shall be binding upon the
beneficiaries and legal representatives of Optionee.



     8. Change in Capitalization. In the event of a Change in
Capitalization as defined in the Plan, the number and class of shares of Common
Stock subject to this Option, as well as the Option Price, may be adjusted by
the Company, in its sole discretion, to prevent dilution or enlargement of
rights. The Company’s determination of the adjustment, if any, shall be
conclusive and binding upon Optionee. Any such adjustments 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.



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Exhibit 10.1(a)


     9. Rights as a Stockholder. Neither Optionee nor Optionee’s legal
representative or beneficiary, as applicable, shall have any rights or
privileges as a stockholder of the Company with respect to the shares of Common
Stock subject to this Agreement unless and until (a) the Option shall have been
exercised pursuant to the terms of the Plan and this Agreement; (b) the Company
shall have issued and delivered certificates for the shares to Optionee,
Optionee’s legal representative or beneficiary, as applicable; and (c) the name
of Optionee, Optionee’s legal representative or beneficiary, as applicable,
shall have been entered as a stockholder of record on the books of the Company.
Thereupon, Optionee, Optionee’s legal representative or beneficiary, as
applicable, shall have full voting, dividend and other ownership rights with
respect to such shares.



     10. Continuation of Employment. This Agreement shall not confer
upon Optionee any right to continuation of employment by the Company or any
Subsidiary of the Company, nor shall this Agreement interfere in any way with
the Company’s right to terminate Optionee’s employment at any time.



     11. Additional Restrictions on Exercise. This Option may not be
exercised if the issuance of shares upon such exercise would constitute a
violation of any applicable federal or state securities or other law or
regulation, including, without limitation, the Code or regulations promulgated
thereunder, or Section 16(b) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). As a condition to the exercise of this Option, the
Company may require the person exercising this Option to make any
representation or warranty to the Company as may be required by applicable law
or regulation or other restriction or agreement binding upon or otherwise
affecting the shares of the Company. To the extent that the aggregate Fair
Market Value of Common Stock determined as of the Date of Grant with respect to
which this Option is exercisable for the first time by Optionee during any
calendar year exceeds $100,000, the shares issued in excess of $100,000 shall
not be qualified as Incentive Stock Options and the Company shall issue
separate certificates for such shares and identify such shares as
non-qualifying in the Company’s stock transfer records.



     12. Miscellaneous.



     (a) This Agreement and the rights of Optionee hereunder are subject to
the terms of the Plan and all rules and regulations as the Board, the
Committee, or the Company may adopt for administration of the Plan, the terms
of which are incorporated herein by this reference. The Company shall have the
right to impose such restrictions on any shares acquired pursuant to the
exercise of this Option as the Company may deem advisable, including, without
limitation, restrictions under applicable federal or state securities laws or
regulations, the requirements of any stock exchange or market upon which such
shares are listed and/or traded, and applicable provisions of the Code or
regulations promulgated thereunder. It is expressly understood that the Board,
the Committee, or the Company is authorized to administer, construe and make
all determinations necessary or appropriate to the administration of the Plan
or this Agreement, all of which shall be conclusive and binding upon Optionee
and any other person claiming an interest thereunder.



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Exhibit 10.1(a)


     (b) The Company may issue additional options, or terminate, amend, or
modify its rules and regulations for administering the options; provided,
however, that no such action may in any way adversely alter or impair
Optionee’s rights under this Agreement, except as provided in Sections 8 and 11
hereof.



     (c) The Company shall have the authority to deduct or withhold, or
require Optionee to remit to the Company, an amount sufficient to satisfy
federal, state and local taxes (including Optionee’s FICA obligations) and
other amounts required by law to be withheld with respect to any exercise of
Optionee’s rights under this Agreement. Optionee may elect, subject to the
approval of the Company, to satisfy withholding requirements, in whole or in
part, by having the Company withhold shares of Common Stock having an aggregate
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 in writing,
and shall be signed by Optionee in advance of the day that the transaction
becomes taxable. If the Optionee makes a disposition, within the meaning of
Section 424(c) of the Code and regulations promulgated thereunder, of any
shares issued to the Optionee pursuant to Optionee’s exercise of this Option,
and such disposition occurs within the two-year period commencing on the date
after the Date of Grant or within the one-year period commencing on the day
after the date of transfer of such shares to Optionee pursuant to the exercise
of this Option, such Optionee shall, within ten (10) days of such disposition,
give written notice to the Company thereof and immediately thereafter deliver
to the Company any amount of federal, state or local income taxes and other
amounts that the Company informs Optionee the Company is required to withhold.



     (d) Optionee agrees to take all steps necessary to comply with all
applicable provisions of federal and state securities law in exercising
Optionee’s rights under this Agreement.



     (e) This Agreement is not intended to qualify for treatment under the
provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).



     (f) This Agreement shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental entities or stock
exchanges as may be required.



     (g) To the extent not preempted by federal law, this Agreement shall be
governed by, and construed in accordance with, the laws of the State of Iowa.



     (h) Any written notice required or permitted under this Agreement shall
be given by hand delivery or by United States mail, postage prepaid, to the
address set forth herein for each party (or to such other address as may be
given by such party by written notice and shall be effective upon delivery or
upon mailing, as applicable.



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Exhibit 10.1(a)


     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date set forth below.



	 	 	 	 	 
	ATTEST:	 	FBL FINANCIAL GROUP, INC.
	 	 	 	 	 
	 



Jerry C. Downin

Secretary	 	 	 	 
	 	 	 	 	 
	Dated:	 	 	 	 
	 	 	
By:	 	 



Douglas V. Shelton







     Optionee hereby acknowledges receipt of copies of this Agreement and the
Plan attached hereto; represents that Optionee is familiar with the terms and
provisions of the Plan; and hereby accepts this Option subject to all the terms
and provisions of the Plan and this Agreement. Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Committee or the Company with respect to all matters or issues arising under
the Plan or this Agreement.



	 	 	 
	Dated:                          

	 	Optionee (please sign)
	 
	 	 
	

	 	Name (please type or print)
	 
	 	 
	

	 	Street Address
	 
	 	 
	

	 	City               State               Zip Code
	 
	 	 
	

	 	Social Security / Tax Identification Number
	 
	 	 
	

	 	Date of Birth







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