exv10w5



 






Exhibit 10.5




FBL FINANCIAL GROUP, INC.

EXECUTIVE SALARY AND BONUS DEFERRED COMPENSATION PLAN
 



       1. PURPOSE. This Executive Salary and Bonus Deferred Compensation Plan is established to
allow the officers of FBL Financial Group, Inc. (FBL) who are required to meet certain stated FBL
Common Stock ownership guidelines to participate in the ownership of FBL Common Stock through use
of their base salary and/or annual cash bonus to purchase deferred stock units. In addition, the
Plan is intended to allow the officers to defer all or a portion of their base salary and/or annual
cash bonus compensation for their services.



       2. DEFINITIONS. The following words have the definitions given them below:



       a. “Affiliate” means any corporation, company limited by shares, partnership, limited
liability company, business trust, other entity, or other business association that is
controlled by FBL.



       b. “Base Salary” means the annual compensation determined for the Officer before Bonus
or any other compensation or employee benefits, including any amounts deferred by an
Officer under this Plan.



       c. “Board” means the board of directors of FBL.



       d. “Bonus” means the annual cash bonuses payable to employees of FBL Financial Group
under the FBL Financial Group bonus plan, as long as it remains in effect, which bonus is
subject to the control of the Board and of its Management Development and Compensation
Committee, including any amounts deferred by an Officer under this Plan. “Bonus” for a
particular Plan Year means the Bonus paid shortly after the end of such Plan Year based on
performance for such Plan Year.



       e. “Business Day” means a day on which FBL’s executive offices in West Des Moines,
Iowa, are open for business and on which trading is conducted on the New York Stock
Exchange.



       f. “Change in Control Event” means a change in the ownership of FBL, a change in
effective control of FBL, or a change in ownership of a substantial portion of the assets
of FBL, and includes the exercise of discretion by FBL to terminate this plan and
distribute the compensation deferred hereunder within 12 months of the Change in Control
Event. A change in the ownership of FBL occurs when a person or group acting in concert
acquires ownership of stock of FBL that, together with other stock of FBL held by such
person or group, constitutes more than 50% of the total fair market value or total voting
power of the stock of such corporation. A change in effective control of FBL occurs (i) on



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the date that a person or group acting in concert acquires (or has acquired during the 12
month period ending on the date of the most recent acquisition by such person or group)
ownership of stock possessing 35% or more of the total voting power of the FBL stock, or
(ii) if a majority of FBL’s directors are replaced during any 12 month period by directors
whose appointment or election is not endorsed by a majority of the members of the board
prior to the date of the appointment or election. A change in the ownership of a
substantial portion of FBL’s assets occurs on the date that a person, or a group acting in
concert, acquires (or has acquired during the 12 month period ending on the date of the
most recent acquisition by such person or persons) assets from FBL that have a total gross
fair market value equal to or more than 40 percent of the total gross fair market value of
all the assets of FBL immediately prior to such acquisition or acquisitions. In determining
if a Change in Control Event has occurred, the committee may rely upon additional material
contained in Treasury Notice 2005-1, Guidance Under Section 409A of the Internal Revenue
Code (“IRC”), Q&A 11, 12, 13 and 14, and subsequent guidance or regulations issued under
Section 409A.




       g. “Common Stock” means the Class A Common Stock, no par value per share, of FBL.



       h. “Compensation Date” means each recurring monthly salary payment date and the date
of paying the annual Bonus, which is usually between February 1 and February 15 of each
year in reference to performance in the prior Plan Year.



       i. “Distribution Date” means each date on which an Officer is entitled to receive a
distribution from the Officer’s Unit Account.



       j. “Fair Market Value” means, as to any particular day, the closing price quoted for a
share of Common Stock trading on the New York Stock Exchange on that day, or if no such
prices were quoted for the shares of Common Stock on the New York Stock Exchange for that
day, the closing price quoted on the last prior Business Day on which prices were quoted.
The closing price for the shares of Common Stock shall be that published in the edition of
The Wall Street Journal or any successor publication for the next Business Day.



       k. “Officer” means any officer of FBL who is subject to the mandatory stock ownership
requirements of the Management Development and Compensation Committee.



       l. “Plan Year” means each 12-month period beginning on each January 1 and ending on
each December 31.



       m. “Shares” means shares of the Common Stock.



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       n. “Special Ledger” means a record established and maintained by FBL in which the Unit
Accounts for the Officers and the Units credited to the accounts are noted.



       o. “Unit Account” shall mean the account maintained in the Special Ledger for an
Officer to which Units allocable to the Officer under this Plan are credited.



       p. “Unit” means a credit in a Unit Account representing one Share.


3. BASE SALARY AND BONUS ELECTION. For each Plan Year in which a person is an Officer during the
existence of this Plan, the Officer may elect to have deferred by FBL crediting Units to a Unit
Account maintained for the Officer, not more than 25% of his or her Base Salary, and not more than
100% of his or her Bonus, under an election which must be made not later than the last day of the
year prior to the Plan Year for which such Base Salary and Bonus will be earned, or within 30 days
of the date the person becomes an Officer of FBL, or within 30 days following the effective date of
the Plan for salary earned after the date of election to defer. However, a bonus may only be
deferred when a person becomes an Officer during a year if the bonus is performance based
compensation and the election is received by June 30 of the year the person becomes an Officer.
Each election must be made by the Officer by filing an election form with the Secretary
of FBL on or before the applicable deadline. If an Officer does not file an election form for each
Plan Year by the applicable deadline, the Officer will be deemed to have elected to receive the
entire Base Salary paid during the Plan Year and Bonus applicable to such Plan Year in cash.
Deferral elections relating to a Plan Year may not be changed after the beginning of that Plan
Year. A deferral election expires at the end of such Plan Year.




       4. THE UNITS. If an Officer defers any portion of the Base Salary or Bonus for a Plan Year
in the form of Units, then on each Compensation Date, FBL will credit a Unit Account maintained for
the Officer with a number of Units equal to (1) the dollar amount of the Base Salary and Bonus then
payable that the Officer has elected to defer, divided by (2) the Fair Market Value on the
Compensation Date, rounded to the nearest one-thousandth of a Unit. If the Common Stock is the
subject of a stock dividend, stock split, or a reverse stock split, the number of Units will be
increased or decreased, as the case may be, in the same proportion as the outstanding shares of
Common Stock. FBL will credit to the Officer’s Unit Account on the date any dividend is paid on
the Common Stock, an additional number of Units equal to (1) the aggregate amount of the dividend
that would be paid on a number of Shares equal to the number of Units in the Officer’s Unit Account
on the date the dividend is paid, divided by (2) the Fair Market Value on that date, rounded to the
nearest one-thousandth Unit.



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       5. DISTRIBUTION OF THE AMOUNTS IN A UNIT ACCOUNT.



       a.     At the time of making each annual deferral election, the Officer may elect to receive
Distributions from a Unit Account under the method and at the time(s) as follows:




       1. Method. A lump sum payment or either five or ten annual installments. If no
election is made the payment will be in a lump sum.




       2. Time. Pursuant to one of the following choices. If no election is made, the time
for payment will be upon separation from service.




       (a) Upon separation from service, as defined in Treasury Regulations. However,
if the Officer was a “key employee” of the Company, i.e., an Officer with annual
compensation in excess of $135,000 per year (in 2005, and in excess of limits set by
Treasury Regulations for subsequent years) who is among the top 50 compensated
officers, the Officer will be subject to a six month post termination waiting period
before any Distribution is made on account of separation from service. The six month
limitation will apply to any Distributions described in this Plan which are related
to a separation from service election.




       b) On a specified date or upon separation from service, whichever is earlier;
provided, however, if separation from service is the triggering date, then the
restriction on timing of payment to a “key employee” as set forth in subsection
5.2(a) above shall apply. The lump sum payment or the first annual payment, as
applicable, shall be made on such date. Each other annual payment, if applicable,
shall be made on the same date in each subsequent year.




       3. Change in election. An election can be changed in the future only with notice made
not less than 12 months prior to the first originally scheduled payout date, with a lump sum
payment (or all annual payments) deferred for an additional period of at least five years
from when any payment was initially scheduled.




       4. Acceleration. No acceleration of any payment shall be permitted except as provided
in this paragraph 4. FBL will make payment in full in a lump sum upon an event of (a)
death, (b) disability as defined in Code §409A(a)(2)(C), (c) Change of Control Event, (d)
domestic relations order, (e) order to comply with a certificate of divestiture, or (f)
deminimus balance not exceeding $50,000 at the date of initial Distribution. Upon the
occurrence of an unforeseeable emergency, as defined in Code §409A(a)(2)(B)(ii), FBL will
make a lump sum payment to the Officer, but only to the extent necessary to satisfy the
emergency and pay resulting taxes. Payments under this paragraph 4 will be made by order



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of the Committee and subject to the definition of and limitations on such events in the
Treasury Regulations.



       b.     Form of Payment. All Distributions shall be paid in Shares. All Share distributions are in
whole shares, and cash for fractional shares.



       c.     Officers electing Distributions in Shares in a lump sum will receive that number of Shares
equal to the number of Units with which the former Officer’s Unit Account is credited, with any
fractions of a Share to be paid in cash. FBL will issue the Shares as soon as practicable, at or
after the Distribution Date. Officers electing Distributions in Shares in installments will
receive a pro rata number of Shares for each installment plus additional Shares equal to the Units
credited to the Unit Account respecting dividends paid on the Common Stock since the last
installment was made. FBL will issue the first installment of Shares as soon as practicable at or
after the former Officer’s Distribution Date. The remaining installments of Shares will be issued
on or about each anniversary of the Officer’s Distribution Date.



       6. DISTRIBUTION IN THE EVENT OF AN OFFICER’S DEATH OR DISABILITY. Each Officer must designate
one or more beneficiaries of the Officer’s Unit Account, who may be changed from time to time, by
filing a prescribed form with FBL’s Secretary. If no designation of beneficiary is made, any
deferred benefits under this Plan will be paid to the Officer’s spouse, if any, then children pro
rata, if any, and if none survive, to the Officer’s estate upon his or her death. If an Officer
dies while in office or a former Officer dies during the installment payment period, FBL will pay a
lump sum in cash to the beneficiary as soon as practicable. Should the Officer or former Officer
become disabled within the meaning of that term in applicable Treasury Regulations, the deferred
benefits will be paid to the person or the person’s guardian as soon as practicable in cash in a
lump sum. The cash distribution shall be equal to the number of Units credited to the Unit Account
multiplied by the Fair Market Value of the Shares on the day prior to the Distribution Date.



       7. WITHHOLDING FOR TAXES. FBL will withhold the amount of cash and Shares necessary to
satisfy FBL’s obligation to withhold federal, state, and local income and other taxes on any
benefits received by the Officer, the former Officer or a beneficiary under this Plan. FICA taxes
are due as compensation is earned and FBL will withhold from the Officer’s other compensation
sources necessary amounts. In the event Officer defers a percentage of Base Salary and/or Bonus
such that an insufficient amount remains for withholding of FICA or other required taxes at any
deferral date, Officer agrees to make arrangements for payment of withholding from other sources
before such date.



       8. NO TRANSFER OF RIGHTS UNDER THIS PLAN. An Officer or former Officer shall not have the
right to transfer, grant any security interest in, or otherwise encumber rights he or she may have
under this Plan or any Unit Account maintained for the Officer or former Officer or any interest
therein. No right or interest of an Officer or a former Officer in a Unit Account shall be subject
to any forced or involuntary



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disposition or to any charge, liability, or obligation of the Officer or former Officer, whether as the
direct or indirect result of any action of the Officer or former Officer or any action taken in any
proceeding, including any proceeding under any bankruptcy or other creditors’ rights law. Any
action attempting to effect any transaction of that type shall be null, void, and without effect.




       9. UNFUNDED PLAN. This Plan will be unfunded for federal tax purposes. The Unit Accounts are
entries in the Special Ledger only and are merely a promise to make payments in the future. FBL’s
obligations under this Plan are unsecured, general contractual obligations of FBL.



       10. AMENDMENT AND TERMINATION OF THE PLAN. The Board or Management Development and
Compensation Committee of the Board may amend or terminate this Plan at any time. An amendment or
the termination of this Plan will not adversely affect the right of an Officer, former Officer, or
Beneficiary to receive Shares issuable at the effective date of the amendment or termination of any
rights that an Officer, former Officer, or a Beneficiary has in any Unit Account at the effective
date of the amendment or termination.



       11. GOVERNING LAW. This Plan shall be governed by the laws of the State of Iowa. The Plan is
administered by the Management Development and Compensation Committee and it has the right to
interpret this Plan, and any interpretation by the committee shall be conclusive as to the meaning
of this Plan.



       12. EFFECTIVE DATE AND TRANSITION. The effective date of this Plan shall be June 1, 2005, and
the Plan will become operative and in effect on that date, subject only to the ratification of the
Plan by the stockholders of FBL at FBL’s 2005 annual stockholders’ meeting. The Board has reserved
and authorized for issuance, pursuant to the terms and conditions of this Plan, 250,000 shares of
Common Stock.



Certificate of Secretary


I, Jerry C. Downin, Secretary of FBL Financial Group, Inc., do hereby certify that the foregoing
FBL FINANCIAL GROUP, INC. EXECUTIVE SALARY AND BONUS DEFERRED COMPENSATION PLAN was approved by the
shareholders of FBL Financial Group May 20, 2005.




	 	 	 	 	 
	 	 	 
	 	/s/JERRY C. DOWNIN

 	 
	 	Jerry C. Downin, Secretary
 	 
	 	Date: May 20, 2005 	 
	 




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