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
	 
	 	     
    (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 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.




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    (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.
	 
	 	     
    (x)     “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.
	 
	 	     
    (y)     “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.
	 
	 	     
    (z)     “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 service’ as defined in the FBL
    Financial Group Retirement Plan, or (ii) is at least
    65 years of age and has at least five years of credited
    service.
	 
	 	     
    (aa)     “Securities Act”
    means the Securities Act of 1933, as amended.
	 
	 	     
    (bb)     “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.
	 
	 	     
    (cc)     “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.
	 
	 	     
    (dd)     “Stock Bonus” shall
    mean a grant of Shares to an Employee, Advisor or Consultant
    pursuant to Section 9 below.
	 
	 	     
    (ee)     “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.
	 
	 	     
    (ff)     “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




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    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, Stock Bonuses, 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 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




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    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 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.




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    (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.
	 
	 	     
    (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




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    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.
	 
	 	     
    (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




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    Company who shall endorse thereon a notation of such exercise
    and return such Agreement or Agreements to the Participant.
	 
	 	     
    (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:





		
	 	
    “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




8







 


		
	 	
    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. Unless specified differently in the Restricted
    Stock Agreement, 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 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 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. This section shall apply unless varied by Terms
    of the applicable Agreement. 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




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    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 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




10







 


		
	 	
    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
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 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.




11






 




		
	 	     
    (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 l6b-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.




     
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




12







 


		
	 	
    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.
	 
	 	     
    (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.


13