FORM OF TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT



Exhibit 4.17 


FORM OF 

PREFERRED SECURITIES GUARANTEE AGREEMENT

FBL FINANCIAL GROUP, INC.


Dated as of [__________]


TABLE OF CONTENTS


	
 

	
 

	
 


	
 

	
 

	
Page 


	
 

	
 

	
 


	
ARTICLE
 1


	
DEFINITIONS
 AND INTERPRETATION


	
 

	
 

	
 


	
SECTION 1.01

	
Definitions and
 Interpretation

	
 


	
 

	
 

	
 


	
ARTICLE
 2


	
TRUST
 INDENTURE ACT


	
 

	
 

	
 


	
SECTION 2.01

	
Trust Indenture Act;
 Application

	
 


	
SECTION 2.02

	
Lists of Holders of
 Securities

	
 


	
SECTION 2.03

	
Reports by the Preferred
 Guarantee Trustee

	
 


	
SECTION 2.04

	
Periodic Reports to
 Preferred Guarantee Trustee

	
 


	
SECTION 2.05

	
Evidence of Compliance
 with Conditions Precedent

	
 


	
SECTION 2.06

	
Events of Default; Waiver

	
 


	
SECTION 2.07

	
Event of Default; Notice

	
 


	
SECTION 2.08

	
Conflicting Interests

	
 


	
 

	
 

	
 


	
ARTICLE
 3


	
POWERS,
 DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE


	
 

	
 

	
 


	
SECTION 3.01

	
Powers and Duties of the
 Preferred Guarantee Trustee

	
 


	
SECTION 3.02

	
Certain Rights of
 Preferred Guarantee Trustee

	
 


	
SECTION 3.03

	
Not Responsible for
 Recitals or Issuance of Guarantee

	
 


	
 

	
 

	
 


	
ARTICLE
 4


	
PREFERRED
 GUARANTEE TRUSTEE


	
 

	
 

	
 


	
SECTION 4.01

	
Preferred Guarantee
 Trustee; Eligibility

	
 


	
SECTION 4.02

	
Appointment, Removal and
 Resignation of Preferred Guarantee
 Trustee

	
 







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ARTICLE
 5


	
GUARANTEE


	
SECTION 5.01

	
Guarantee

	
 


	
SECTION 5.02

	
Subordination

	
 


	
SECTION 5.03

	
Waiver of Notice and
 Demand

	
 


	
SECTION 5.04

	
Obligations Not Affected

	
 


	
SECTION 5.05

	
Rights of Holders

	
 


	
SECTION 5.06

	
Guarantee of Payment

	
 


	
SECTION 5.07

	
Subrogation

	
 


	
SECTION 5.08

	
Independent Obligations

	
 


	
 


	
ARTICLE
 6


	
LIMITATION
 OF TRANSACTIONS; SUBORDINATION


	
 

	
 

	
 


	
SECTION 6.01

	
Limitation of Transactions

	
 


	
SECTION 6.02

	
Ranking

	
 


	
 

	
 

	
 


	
ARTICLE
 7


	
TERMINATION


	
 

	
 

	
 


	
SECTION 7.01

	
Termination

	
 


	
 

	
 

	
 


	
ARTICLE
 8


	
INDEMNIFICATION


	
 

	
 

	
 


	
SECTION 8.01

	
Exculpation

	
 


	
SECTION 8.02

	
Indemnification

	
 


	
 

	
 

	
 


	
SECTION 9.01

	
Successors and Assigns

	
 


	
SECTION 9.02

	
Amendments

	
 


	
SECTION 9.03

	
Notices

	
 


	
SECTION 9.04

	
Benefit

	
 


	
SECTION 9.05

	
Governing Law

	
 





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PREFERRED SECURITIES GUARANTEE AGREEMENT


          This
PREFERRED SECURITIES GUARANTEE AGREEMENT (“PREFERRED SECURITIES GUARANTEE”),
dated as of [____], is executed and delivered by FBL Financial Group, Inc., an
Iowa corporation (the “GUARANTOR”), and U.S. Bank National Association, a
nationally chartered banking association, as trustee (the “PREFERRED GUARANTEE
TRUSTEE”), for the benefit of the Holders (as defined herein) from time to time
of the Preferred Securities (as defined herein) of FBL Financial Group Capital
Trust II, a Delaware statutory trust (the “ISSUER”). 


          WHEREAS,
pursuant to an Amended and Restated Declaration of Trust (the “DECLARATION”),
dated as of [______], among the trustees of the Issuer named therein, the
Guarantor, as Sponsor, and the holders from time to time of undivided
beneficial interests in the assets of the Issuer, the Issuer is issuing on the
date hereof [  ] Preferred Securities, having an aggregate stated
liquidation preference of [  ], designated the [  ]%
Preferred Securities (the “PREFERRED SECURITIES”); 


          WHEREAS,
as incentive for the Holders to purchase the Preferred Securities, the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth in this Preferred Securities Guarantee, to pay to the Holders of the
Preferred Securities the Guarantee Payments (as defined herein) and to make
certain other payments on the terms and conditions set forth herein; and 


          WHEREAS,
the Guarantor is also executing and delivering a guarantee agreement (the
“COMMON SECURITIES GUARANTEE”) in substantially identical terms to this
Preferred Securities Guarantee for the benefit of the holders of the Common
Securities (as defined herein) except that if an Indenture Event of Default (as
defined herein), has occurred and is continuing, the rights of holders of the
Common Securities to receive Guarantee Payments under the Common Securities
Guarantee are subordinated to the rights of Holders of Preferred Securities to
receive Guarantee Payments under this Preferred Securities Guarantee. 


          NOW,
THEREFORE, in consideration of the purchase by each Holder of Preferred
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Preferred Securities
Guarantee for the benefit of the Holders. 


ARTICLE 1


DEFINITIONS AND INTERPRETATION


SECTION
1.01 DEFINITIONS AND INTERPRETATION.


          In
this Preferred Securities Guarantee, unless the context otherwise requires: 


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          (a)          Capitalized
terms used in this Preferred Securities Guarantee but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.01; 


          (b)          a
term defined anywhere in this Preferred Securities Guarantee has the same
meaning throughout; 


          (c)          all
references to “the Preferred Securities Guarantee” or “this Guarantee” are to
this Preferred Securities Guarantee as modified, supplemented or amended from
time to time; 


          (d)          all
references in this Preferred Securities Guarantee to Articles and Sections are
to Articles and Sections of this Preferred Securities Guarantee unless
otherwise specified; 


          (e)          a
term defined in the Trust Indenture Act has the same meaning when used in this
Preferred Securities Guarantee unless otherwise defined in this Preferred
Securities Guarantee or unless the context otherwise requires; 


          (f)          a
reference to the singular includes the plural and vice versa; 


          (g)          a
reference to any Person shall include its successors and assigns; 


          (h)          a
reference to any agreement or instrument shall mean such agreement or
instrument, as supplemented, modified, or amended and restated, and in effect
from time to time; and 


          (i)          a
reference to any statute, law, rule or regulation shall include any amendments
thereto applicable to the relevant Person, and any successor statute, law, rule
or regulation. 


          “AFFILIATE”
has the same meaning as given to that term in Rule 405 of the Securities Act of
1933, as amended, or any successor rule thereunder. 


          “COMMON
SECURITIES” means the common securities representing common undivided
beneficial interests in the assets of the Issuer. 


          “COMMON
STOCK” means the common stock, par value $1.00 per share, of the Guarantor. 


          “COVERED
PERSON” means any Holder or beneficial owner of Preferred Securities. 


          “DEBENTURE
ISSUER” means the Guarantor in its capacity as the issuer of the Debentures. 


          “DEBENTURES”
means the series of debentures of the Guarantor designated [____] held by the
Property Trustee of the Issuer. 


          “EVENT
OF DEFAULT” means a default by the Guarantor on any of its payment or other
obligations under this Preferred Securities Guarantee. 


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          “GUARANTEE
PAYMENTS” means the following payments or distributions, without duplication,
with respect to the Preferred Securities, to the extent not paid or made by the
Issuer: (i) any accrued and unpaid Distributions (as defined in the
Declaration) that are required to be paid on such Preferred Securities to the
extent the Issuer shall have funds available therefor, (ii) the amount payable
upon redemption to the extent the Issuer has funds available therefor, with
respect to any Preferred Securities called for redemption by the Issuer, and
(iii) upon a voluntary or involuntary dissolution, winding-up or termination of
the Issuer (other than in connection with the distribution of Debentures to the
Holders in exchange for Preferred Securities as provided in the Declaration),
the lesser of (a) the aggregate of the liquidation preference and all accrued and
unpaid Distributions on the Preferred Securities to the date of payment, to the
extent the Issuer shall have funds available therefor, and (b) the amount of
assets of the Issuer remaining available for distribution to Holders upon
liquidation of the Issuer (in either case, the “Liquidation Distribution”). If
an event of default under the Indenture has occurred and is continuing, the
rights of holders of the Common Securities to receive payments under the Common
Securities Guarantee are subordinated to the rights of Holders of Preferred
Securities to receive Guarantee Payments. 


          “HOLDER”
means any holder, as registered on the books and records of the Issuer of any
Preferred Securities; provided, however, that, in determining whether the
holders of the requisite percentage of Preferred Securities have given any
request, notice, consent or waiver hereunder, “Holder” shall not include the
Guarantor or any Affiliate of the Guarantor. 


          “INDEMNIFIED
PERSON” means the Preferred Guarantee Trustee, any Affiliate of the Preferred
Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Preferred
Guarantee Trustee. 


          “INDENTURE”
means either the Senior Indenture dated as of [______], between the Debenture
Issuer and U.S. Bank National Association, as trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued (the
“Senior Indenture”), or the Subordinated Indenture, dated as of [_____],
between the Debenture Issuer and U.S. Bank National Association, as trustee,
and any indenture supplemental thereto pursuant to which the Debentures are to
be issued (the “Subordinated Indenture”). 


          “MAJORITY
IN LIQUIDATION PREFERENCE OF THE PREFERRED SECURITIES” means, except as
provided by the Trust Indenture Act, Holder(s) of Preferred Securities, voting
separately as a class, representing more than 50% of the stated liquidation
preference (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date
upon which the voting percentages are determined) of all Preferred Securities
then outstanding. 


          “OFFICERS’
CERTIFICATE” means, with respect to any Person, a certificate signed by two
duly authorized officers of such Person. Any Officers’ Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Preferred Securities Guarantee shall include: 


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          (a)          a
 statement that each officer signing the Certificate has read the covenant or
 condition and the definition relating thereto; 


	
 

	
 


	
 

	
          (b)          a
 brief statement of the nature and scope of the examination or investigation
 undertaken by each officer in rendering the Certificate; 


	
 

	
 


	
 

	
          (c)          a
 statement that each such officer has made such examination or investigation
 as, in such officer’s opinion, is necessary to enable such officer to express
 an informed opinion as to whether or not such covenant or condition has been
 complied with; and 


	
 

	
 


	
 

	
          (d)          a
 statement as to whether, in the opinion of each such officer, such condition
 or covenant has been complied with. 





          “PERSON”
means a legal person, including any individual, corporation, estate,
partnership, joint venture, association, joint stock company, limited liability
company, trust, unincorporated association, or government or any agency or
political subdivision thereof, or any other entity of whatever nature. 


          “PREFERRED
GUARANTEE TRUSTEE” means U.S. Bank National Association, until a Successor
Preferred Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Preferred Securities Guarantee and
thereafter means each such Successor Preferred Guarantee Trustee. 


          “RESPONSIBLE
OFFICER” means, with respect to the Preferred Guarantee Trustee, the chairman
of the board of directors, the president, any vice-president, any assistant vice-president,
the secretary, any assistant secretary, the treasurer, any assistant treasurer,
any trust officer or assistant trust officer or any other officer of the
Preferred Guarantee Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of that officer’s knowledge of and familiarity with the
particular subject. 


          “SUCCESSOR
PREFERRED GUARANTEE TRUSTEE” means a successor Preferred Guarantee Trustee
possessing the qualifications to act as Preferred Guarantee Trustee under
Section 4.1. 


          “TRUST
INDENTURE ACT” means the Trust Indenture Act of 1939, as amended.



ARTICLE 2

TRUST INDENTURE ACT

SECTION 2.01 TRUST INDENTURE ACT; APPLICATION. 


	
 

	
 


	
 

	
          (a)          This
 Preferred Securities Guarantee is subject to the provisions of the Trust
 Indenture Act that are required to be part of this Preferred Securities Guarantee,
 





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which
 are incorporated by reference hereto, and shall, to the extent applicable, be
 governed by such provisions; and 


	
 

	
 


	
 

	
          (b)          if
 and to the extent that any provision of this Preferred Securities Guarantee
 limits, qualifies or conflicts with the duties imposed by Sections 310 to
 317, inclusive, of the Trust Indenture Act, such imposed duties shall
 control.





SECTION
2.02 LISTS OF HOLDERS OF SECURITIES. 


	
 

	
 


	
 

	
          (a)          The
 Guarantor shall provide the Preferred Guarantee Trustee (i) within 15 days
 after each record date for payment of Distributions, a list, in such form as
 the Preferred Guarantee Trustee may reasonably require, of the names and
 addresses of the Holders of the Preferred Securities (“List of Holders”) as
 of such record date, provided that the Guarantor shall not be obligated to
 provide such List of Holders at any time the List of Holders does not differ
 from the most recent List of Holders given to the Preferred Guarantee Trustee
 by the Guarantor, and (ii) at any other time, within 30 days of receipt by
 the Guarantor of a written request for a List of Holders as of a date no more
 than 15 days before such List of Holders is given to the Preferred Guarantee
 Trustee. The Preferred Guarantee Trustee may destroy any List of Holders
 previously given to it on receipt of a new List of Holders. 


	
 

	
 


	
 

	
          (b)          The
 Preferred Guarantee Trustee shall comply with its obligations under Sections
 311(a), 311(b) and 312(b) of the Trust Indenture Act. 





SECTION
2.03 REPORTS BY THE PREFERRED GUARANTEE TRUSTEE. 


          Within
60 days after May 15 of each year, commencing [____], the Preferred Guarantee
Trustee shall provide to the Holders of the Preferred Securities such reports,
if any, as are required by Section 313 of the Trust Indenture Act in the form
and in the manner provided by Section 313 of the Trust Indenture Act. The
Preferred Guarantee Trustee shall also comply with the requirements of Section
313(d) of the Trust Indenture Act. 


SECTION
2.04 PERIODIC REPORTS TO PREFERRED GUARANTEE TRUSTEE. 


          The
Guarantor shall provide to the Preferred Guarantee Trustee such documents,
reports and information (if any) as required by Section 314 of the Trust
Indenture Act and the compliance certificate required by Section 314 of the
Trust Indenture Act in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act. 


SECTION
2.05 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. 


          The
Guarantor shall provide to the Preferred Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this
Preferred Securities Guarantee which relate to any of the matters set forth in
Section 314(c) of the Trust Indenture Act. Any certificate or opinion required
to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture
Act may be given in the form of an Officers’ Certificate. 


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SECTION
2.06 EVENTS OF DEFAULT; WAIVER. 


          The
Holders of a Majority in liquidation preference of the Preferred Securities
may, by vote, on behalf of the Holders of all of the Preferred Securities,
waive any past Event of Default and its consequences. Upon such waiver, any
such Event of Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Preferred Securities Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. 


SECTION
2.07 EVENT OF DEFAULT; NOTICE. 


	
 

	
 


	
 

	
          (a)          The
 Preferred Guarantee Trustee shall, within 90 days after the occurrence of an
 Event of Default, transmit by mail, first class postage prepaid, to the
 Holders of the Preferred Securities, notices of all Events of Default known
 to the Preferred Guarantee Trustee, unless such defaults have been cured
 before the giving of such notice, provided, that, except in the case of a
 default in the payment of a Guarantee Payment, the Preferred Guarantee
 Trustee shall be protected in withholding such notice if and so long as the
 board of directors, the executive committee, or a trust committee of
 directors and/or Responsible Officers of the Preferred Guarantee Trustee in
 good faith determines that the withholding of such notice is in the interests
 of the Holders of the Preferred Securities. 


	
 

	
 


	
 

	
          (b)          The
 Preferred Guarantee Trustee shall not be deemed to have knowledge of any
 Event of Default except any Event of Default as to which the Preferred
 Guarantee Trustee shall have received written notice or a Responsible Officer
 charged with the administration of the Declaration shall have obtained actual
 knowledge. 





SECTION
2.08 CONFLICTING INTERESTS. 


          The
Declaration shall be deemed to be specifically described in this Preferred
Securities Guarantee for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act. 


ARTICLE 3


POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE


SECTION 3.01 POWERS AND DUTIES
OF THE PREFERRED GUARANTEE TRUSTEE. 


	
 

	
 


	
 

	
          (a)          This
 Preferred Securities Guarantee shall be held by the Preferred Guarantee
 Trustee for the benefit of the Holders of the Preferred Securities, and the
 Preferred Guarantee Trustee shall not transfer this Preferred Securities
 Guarantee to any Person except a Holder of Preferred Securities exercising
 his or her rights pursuant to Section 5.05(b) or to a Successor Preferred
 Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee
 of its appointment to act as Successor Preferred Guarantee Trustee. The
 right, title and interest of the Preferred Guarantee Trustee shall 





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automatically
 vest in any Successor Preferred Guarantee Trustee, and such vesting and
 cessation of title shall be effective whether or not conveyancing documents
 have been executed and delivered pursuant to the appointment of such
 Successor Preferred Guarantee Trustee. 


	
 

	
 


	
 

	
          (b)          If
 an Event of Default has occurred and is continuing, the Preferred Guarantee
 Trustee shall enforce this Preferred Securities Guarantee for the benefit of
 the Holders of the Preferred Securities. 


	
 

	
 


	
 

	
          (c)          The
 Preferred Guarantee Trustee, before the occurrence of any Event of Default
 and after the curing of all Events of Default that may have occurred, shall
 undertake to perform only such duties as are specifically set forth in this
 Preferred Securities Guarantee, and no implied covenants shall be read into
 this Preferred Securities Guarantee against the Preferred Guarantee Trustee.
 In case an Event of Default has occurred (that has not been cured or waived
 pursuant to Section 2.06), the Preferred Guarantee Trustee shall exercise
 such of the rights and powers vested in it by this Preferred Securities
 Guarantee, and use the same degree of care and skill in its exercise thereof,
 as a prudent person would exercise or use under the circumstances in the
 conduct of his or her own affairs. 


	
 

	
 


	
 

	
          (d)          No
 provision of this Preferred Securities Guarantee shall be construed to
 relieve the Preferred Guarantee Trustee from liability for its own negligent
 action, its own negligent failure to act, or its own willful misconduct,
 except that: 









	
 

	
 

	
 


	
 

	
 

	
             (i)          prior
 to the occurrence of any Event of Default and after the curing or waiving of
 all such Events of Default that may have occurred: 







	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
             (A)          the
 duties and obligations of the Preferred Guarantee Trustee shall be determined
 solely by the express provisions of this Preferred Securities Guarantee, and
 the Preferred Guarantee Trustee shall not be liable except for the
 performance of such duties and obligations as are specifically set forth in
 this Preferred Securities Guarantee, and no implied covenants or obligations
 shall be read into this Preferred Securities Guarantee against the Preferred
 Guarantee Trustee; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
             (B)          in
 the absence of bad faith on the part of the Preferred Guarantee Trustee, the
 Preferred Guarantee Trustee may conclusively rely, as to the truth of the
 statements and the correctness of the opinions expressed therein, upon any
 certificates or opinions furnished to the Preferred Guarantee Trustee and
 conforming to the requirements of this Preferred Securities Guarantee; but in
 the case of any such certificates or opinions that by any provision hereof
 are specifically required to be furnished to the Preferred Guarantee Trustee,
 the Preferred Guarantee Trustee shall be under a duty to examine the same to
 determine whether or not they conform to the requirements of this Preferred
 Securities 





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Guarantee (but need not confirm or investigate the accuracy of
 mathematical calculations or other facts stated therein, unless specifically
 required by this Preferred Securities Guarantee);


	
 

	
 

	
 


	
 

	
 

	
          (ii)          the
 Preferred Guarantee Trustee shall not be liable for any error of judgment
 made in good faith by a Responsible Officer of the Preferred Guarantee
 Trustee, unless it shall be proved that the Preferred Guarantee Trustee was
 negligent in ascertaining the pertinent facts;


	
 

	
 

	
 


	
 

	
 

	
          (iii)         the
 Preferred Guarantee Trustee shall not be liable with respect to any action
 taken or omitted to be taken by it in good faith in accordance with the direction
 of the Holders of not less than a Majority in liquidation preference of the
 Preferred Securities, relating to the time, method and place of conducting
 any proceeding for any remedy available to the Preferred Guarantee Trustee,
 or exercising any trust or power conferred upon the Preferred Guarantee
 Trustee under this Preferred Securities Guarantee; and


	
 

	
 

	
 


	
 

	
 

	
          (iv)         no
 provision of this Preferred Securities Guarantee shall require the Preferred
 Guarantee Trustee to expend or risk its own funds or otherwise incur personal
 financial liability in the performance of any of its duties or in the
 exercise of any of its rights or powers, if the Preferred Guarantee Trustee
 shall have reasonable grounds for believing that the repayment of such funds
 or liability is not reasonably assured to it under the terms of this Preferred
 Securities Guarantee or adequate indemnity reasonably satisfactory to the
 Preferred Guarantee Trustee against such risk or liability is not reasonably
 assured to it.





SECTION 3.02
CERTAIN RIGHTS OF PREFERRED GUARANTEE TRUSTEE.


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
Subject to
 the provisions of Section 3.01:


	
 

	
 

	
 


	
 

	
 

	
          (i)           the
 Preferred Guarantee Trustee may in absence of bad faith conclusively rely, as
 to the truth of the statements and the correctness of the opinions expressed
 therein, and shall be fully protected in acting or refraining from acting
 upon any resolution, certificate, statement, instrument, opinion, report,
 notice, request, direction, consent, order, bond, debenture, note, other
 evidence of indebtedness or other paper or document believed by it to be genuine
 and to have been signed, sent or presented by the proper party or parties;


	
 

	
 

	
 


	
 

	
 

	
          (ii)          any
 direction or act of the Preferred Securities Guarantor contemplated by this
 Preferred Securities Guarantee shall be sufficiently evidenced by an
 Officers’ Certificate;


	
 

	
 

	
 


	
 

	
 

	
          (iii)         whenever,
 in the administration of this Preferred Securities Guarantee, the Preferred
 Guarantee Trustee shall deem it desirable that a matter be proved or
 established before taking, suffering or omitting any action hereunder, the
 Preferred Guarantee Trustee (unless other evidence is herein 





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specifically prescribed) may, in the absence of bad faith on its
 part, request and conclusively rely, as to the truth of the statements and
 the correctness of the opinions expressed therein, upon an Officers’
 Certificate which, upon receipt of such request, shall be promptly delivered
 by the Guarantor;


	
 

	
 

	
 


	
 

	
 

	
          (iv)         the
 Preferred Guarantee Trustee shall have no duty to see to any recording,
 filing or registration of any instrument (including any financing or
 continuation statement or any filing under tax or securities laws) or any
 rerecording, refiling or registration thereof;


	
 

	
 

	
 


	
 

	
 

	
          (v)          the
 Preferred Guarantee Trustee may consult with counsel of its selection, and
 the written advice or opinion of such counsel with respect to legal matters
 shall be full and complete authorization and protection in respect of any
 action taken, suffered or omitted by it hereunder in good faith and in
 accordance with such advice or opinion. Such counsel may be counsel to the
 Guarantor or any of its Affiliates and may include any of the Guarantor’s
 employees. The Preferred Guarantee Trustee as shall have the right at any
 time to seek instructions concerning the administration of this Preferred
 Securities Guarantee from any court of competent jurisdiction;


	
 

	
 

	
 


	
 

	
 

	
          (vi)         the
 Preferred Guarantee Trustee shall be under no obligation to exercise any of
 the rights or powers vested in it by this Preferred Securities Guarantee at
 the request or direction of any Holder, unless such Holder shall have
 provided to the Preferred Guarantee Trustee such adequate security and
 indemnity, reasonably satisfactory to the Preferred Guarantee Trustee,
 against the costs, expenses (including reasonable attorneys’ fees and
 expenses) and liabilities that might be incurred by it in complying with such
 request or direction, including such reasonable advances as may be requested
 by the Preferred Guarantee Trustee; provided that nothing contained in this
 Section 3.02(a)(vi) shall be taken to relieve the Preferred Guarantee
 Trustee, upon the occurrence of an Event of Default, of its obligation to
 exercise the rights and powers vested in it by this Preferred Securities
 Guarantee;


	
 

	
 

	
 


	
 

	
 

	
          (vii)        the
 Preferred Guarantee Trustee shall not be bound to make any investigation into
 the facts or matters stated in any resolution, certificate, statement,
 instrument, opinion, report, notice, request, direction, consent, order,
 security, bond, debenture, note, other evidence of indebtedness or other
 paper or document, but the Preferred Guarantee Trustee, in its discretion,
 may make such further inquiry or investigation into such facts or matters as
 it may see fit;


	
 

	
 

	
 


	
 

	
 

	
          (viii)       the
 Preferred Guarantee Trustee may execute any of the trusts or powers hereunder
 or perform any duties hereunder either directly or by or through agents or
 attorneys, and the Preferred Guarantee Trustee shall not be responsible for
 any misconduct or negligence on the part of any agent or attorney appointed
 with due care by it hereunder;





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          (ix)          any
 action taken by the Preferred Guarantee Trustee or its agents hereunder shall
 bind the Holders of the Preferred Securities, and the signature of the
 Preferred Guarantee Trustee or its agents alone shall be sufficient and
 effective to perform any such action. No third party shall be required to
 inquire as to the authority of the Preferred Guarantee Trustee to so act or
 as to its compliance with any of the terms and provisions of this Preferred
 Securities Guarantee, both of which shall be conclusively evidenced by the
 Preferred Guarantee Trustee’s or its agent’s taking such action; and


	
 

	
 

	
 


	
 

	
 

	
          (x)           whenever
 in the administration of this Preferred Securities Guarantee the Preferred
 Guarantee Trustee shall deem it desirable to receive instructions with
 respect to enforcing any remedy or right or taking any other action
 hereunder, the Preferred Guarantee Trustee (i) may request instructions from
 the Holders of the Preferred Securities, which instructions may only be given
 by the Holders of the same proportion in liquidation preference of the
 Preferred Securities as would be entitled to direct the Preferred Guarantee
 Trustee under the terms of this Preferred Securities Guarantee in respect of
 such remedy, right or action, or the Guarantor, (ii) may refrain from
 enforcing such remedy or right or taking such other action until such instructions
 are received, and (iii) shall be protected in acting in accordance with such
 instructions.


	
 

	
 

	
 


	
 

	
          (b)     No
 provision of this Preferred Securities Guarantee shall be deemed to impose
 any duty or obligation on the Preferred Guarantee Trustee to perform any act
 or acts or exercise any right, power, duty or obligation conferred or imposed
 on it, in any jurisdiction in which it shall be illegal, or in which the
 Preferred Guarantee Trustee shall be unqualified or incompetent in accordance
 with applicable law, to perform any such act or acts or to exercise any such
 right, power, duty or obligation. No permissive power or authority available
 to the Preferred Guarantee Trustee shall be construed to be a duty.


	
 

	
 

	
 





SECTION 3.03
NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE.


          The
recitals contained in this Preferred Securities Guarantee shall be taken as the
statements of the Guarantor, and the Preferred Guarantee Trustee does not
assume any responsibility for their correctness. The Preferred Guarantee
Trustee makes no representations as to the validity or sufficiency of this
Preferred Securities Guarantee.


ARTICLE 4


PREFERRED GUARANTEE TRUSTEE


SECTION 4.01
PREFERRED GUARANTEE TRUSTEE; ELIGIBILITY.


	
 

	
 

	
(a)     There
 shall at all times be a Preferred Guarantee Trustee which shall:


	
 

	
 

	
 


	
 

	
 

	
          (i)           not
 be an Affiliate of the Guarantor; and





12










	
 

	
 

	
 


	
 

	
 

	
          (ii)           be
 a corporation organized and doing business under the laws of the United
 States of America or any State or Territory thereof or of the District of
 Columbia, or a corporation or Person permitted by the Securities and Exchange
 Commission to act as an institutional trustee under the Trust Indenture Act,
 authorized under such laws to exercise corporate trust powers, having a
 combined capital and surplus of at least 50 million U.S. dollars
 ($50,000,000), and subject to supervision or examination by Federal, State,
 Territorial or District of Columbia authority. If such corporation publishes reports
 of condition at least annually, pursuant to law or to the requirements of the
 supervising or examining authority referred to above, then, for the purposes
 of this Section 4.01(a)(ii), the combined capital and surplus of such
 corporation shall be deemed to be its combined capital and surplus as set
 forth in its most recent report of condition so published.


	
 

	
 

	
 


	
 

	
          (b)     If
 at any time the Preferred Guarantee Trustee shall cease to be eligible to so
 act under Section 4.01(a), the Preferred Guarantee Trustee shall immediately
 resign in the manner and with the effect set out in Section 4.02(c).


	
 

	
 

	
 


	
 

	
          (c)     If
 the Preferred Guarantee Trustee has or shall acquire any “conflicting
 interest” within the meaning of Section 310(b) of the Trust Indenture Act,
 the Preferred Guarantee Trustee and Guarantor shall in all respects comply
 with the provisions of Section 310(b) of the Trust Indenture Act.





SECTION 4.02
APPOINTMENT, REMOVAL AND RESIGNATION OF PREFERRED GUARANTEE TRUSTEE.


	
 

	
 

	
 


	
 

	
          (a)     Subject
 to Section 4.02(b), the Preferred Guarantee Trustee may be appointed or
 removed without cause at any time by the Guarantor.


	
 

	
 

	
 


	
 

	
          (b)     The
 Preferred Guarantee Trustee shall not be removed in accordance with Section
 4.02(a) until a Successor Preferred Guarantee Trustee has been appointed and
 has accepted such appointment by written instrument executed by such
 Successor Preferred Guarantee Trustee and delivered to the Guarantor.


	
 

	
 

	
 


	
 

	
          (c)     The
 Preferred Guarantee Trustee appointed to office shall hold office until a
 Successor Preferred Guarantee Trustee shall have been appointed or until its
 removal or resignation. The Preferred Guarantee Trustee may resign from
 office (without need for prior or subsequent accounting) by an instrument in
 writing executed by the Preferred Guarantee Trustee and delivered to the
 Guarantor, which resignation shall not take effect until a Successor
 Preferred Guarantee Trustee has been appointed and has accepted such
 appointment by instrument in writing executed by such Successor Preferred
 Guarantee Trustee and delivered to the Guarantor and the resigning Preferred
 Guarantee Trustee.


	
 

	
 

	
 


	
 

	
          (d)     If
 no Successor Preferred Guarantee Trustee shall have been appointed and
 accepted appointment as provided in this Section 4.02 within 60 days after
 delivery to the Guarantor of an instrument of resignation, the resigning
 Preferred Guarantee 





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Trustee may petition any court of competent jurisdiction for
 appointment of a Successor Preferred Guarantee Trustee. Such court may
 thereupon, after prescribing such notice, if any, as it may deem proper,
 appoint a Successor Preferred Guarantee Trustee.





ARTICLE 5


GUARANTEE


SECTION 5.01
GUARANTEE.


          The Guarantor
irrevocably and unconditionally agrees to pay in full to the Holders the
Guarantee Payments (without duplication of amounts theretofore paid by the
Issuer), as and when due, regardless of any defense, right of set-off or
counterclaim that the Issuer may have or assert. The Guarantor’s obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Issuer to pay such
amounts to the Holders.


SECTION 5.02
SUBORDINATION.


          If an event
of default under the Indenture has occurred and is continuing, the rights of
Holders of the Common Securities to receive Guarantee Payments under the Common
Securities Guarantee are subordinated to the rights of Holders of Preferred
Securities to receive Guarantee Payments under this Preferred Securities
Guarantee.


SECTION 5.03
WAIVER OF NOTICE AND DEMAND.


          The
Guarantor hereby waives notice of acceptance of this Preferred Securities
Guarantee and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Issuer
or any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.


SECTION 5.04
OBLIGATIONS NOT AFFECTED.


          The
obligations, covenants, agreements and duties of the Guarantor under this
Preferred Securities Guarantee shall in no way be affected or impaired by
reason of the happening from time to time of any of the following:


	
 

	
 

	
 


	
 

	
          (a)     the
 release or waiver, by operation of law or otherwise, of the performance or
 observance by the Issuer of any express or implied agreement, covenant, term
 or condition relating to the Preferred Securities to be performed or observed
 by the Issuer;


	
 

	
 

	
 


	
 

	
          (b)     the
 extension of time for the payment by the Issuer of all or any portion of the
 Distributions, the amount payable upon redemption, Liquidation Distribution
 or any other sums payable under the terms of the Preferred Securities or the
 extension of time for the performance of any other obligation under, arising
 out of, or in connection with, 





14










	
 

	
 

	
 


	
 

	
the Preferred Securities (other than an extension of time for payment
 of Distributions, the amount payable upon redemption, Liquidation
 Distribution or other sum payable that results from the extension of any
 interest payment period on the Debentures or any extension of the maturity
 date of the Debentures permitted by the Indenture);


	
 

	
 

	
 


	
 

	
          (c)     any
 failure, omission, delay or lack of diligence on the part of the Holders to
 enforce, assert or exercise any right, privilege, power or remedy conferred
 on the Holders pursuant to the terms of the Preferred Securities, or any
 action on the part of the Issuer granting indulgence or extension of any
 kind;


	
 

	
 

	
 


	
 

	
          (d)     the
 voluntary or involuntary liquidation, dissolution, sale of any collateral,
 receivership, insolvency, bankruptcy, assignment for the benefit of
 creditors, reorganization, arrangement, composition or readjustment of debt
 of, or other similar proceedings affecting, the Issuer or any of the assets
 of the Issuer;


	
 

	
 

	
 


	
 

	
          (e)     any
 invalidity of, or defect or deficiency in the Preferred Securities;


	
 

	
 

	
 


	
 

	
          (f)     the
 settlement or compromise of any obligation guaranteed hereby or hereby
 incurred; or


	
 

	
 

	
 


	
 

	
          (g)     any
 other circumstance whatsoever that might otherwise constitute a legal or
 equitable discharge or defense of a guarantor, it being the intent of this
 Section 5.04 that the obligations of the Guarantor hereunder shall be
 absolute and unconditional under any and all circumstances.





          There
shall be no obligation of the Holders to give notice to, or obtain consent of,
the Guarantor with respect to the happening of any of the foregoing.


SECTION 5.05
RIGHTS OF HOLDERS.


	
 

	
 

	
 


	
                    (a)
     The
 Holders of a Majority in liquidation preference of the Preferred Securities have
 the right to direct the time, method and place of conducting any proceeding
 for any remedy available to the Preferred Guarantee Trustee in respect of
 this Preferred Securities Guarantee or exercising any trust or power
 conferred upon the Preferred Guarantee Trustee under this Preferred
 Securities Guarantee.


	
 

	
 

	
 


	
                    (b)
     If
 the Preferred Guarantee Trustee fails to enforce this Preferred Securities
 Guarantee, any Holder of Preferred Securities may, after such Holder makes a
 written request to the Preferred Guarantee Trustee to enforce this Preferred
 Securities Guarantee, institute a legal proceeding directly against the
 Guarantor to enforce the obligations of the Guarantor under this Preferred
 Securities Guarantee, without first instituting a legal proceeding against
 the Issuer, the Preferred Guarantee Trustee or any other Person.





SECTION 5.06
GUARANTEE OF PAYMENT.


          This
Preferred Securities Guarantee creates a guarantee of payment and not of
collection.


15










SECTION 5.07 SUBROGATION.


          The
Guarantor shall be subrogated to all (if any) rights of the Holders of
Preferred Securities against the Issuer in respect of any amounts paid to such
Holders by the Guarantor under this Preferred Securities Guarantee; provided, however,
that the Guarantor shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any right that it may
acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Preferred Securities
Guarantee, if, at the time of any such payment, any amounts are due and unpaid
under this Preferred Securities Guarantee. If any amount shall be paid to the
Guarantor in violation of the preceding sentence, the Guarantor agrees to hold
such amount in trust for the Holders and to pay over such amount to the
Holders.


SECTION 5.08
INDEPENDENT OBLIGATIONS.


          The
Guarantor acknowledges that its obligations hereunder are independent of the
obligations of the Issuer with respect to the Preferred Securities, and that
the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Preferred Securities Guarantee
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.04.


ARTICLE 6


LIMITATION OF TRANSACTIONS; SUBORDINATION


SECTION 6.01
LIMITATION OF TRANSACTIONS.


          So long as
any Trust Preferred Securities remain outstanding, if (i) the Guarantor has
exercised its option to defer interest payments on the Debentures by extending
the interest payment period and such extension shall be continuing, (ii) the
Guarantor shall be in default with respect to its payment or other obligations
under the Guarantee or (iii) there shall have occurred and be continuing any
event that, with the giving of notice or the lapse of time or both, would
constitute an event of default under the Indenture, then the Guarantor shall
not (a) declare or pay dividends on, or make a distribution with respect to, or
redeem or purchase or acquire, or make a liquidation payment with respect to,
any of its capital stock (other than (1) purchases or acquisitions of shares of
Common Stock (or Common Stock equivalents) in connection with the satisfaction
by the Guarantor of its obligations under any employee benefit or agent plans
or the satisfaction by the Guarantor of its obligations pursuant to any
contract or security requiring the Guarantor to purchase shares of Common Stock
(or Common Stock equivalents), (2) purchases of shares of Common Stock (or
Common Stock equivalents) from officers or employees of the Guarantor or its
subsidiaries upon termination of employment or retirement not pursuant to any
obligation under any contract or security requiring the Guarantor to purchase
shares of Common Stock (or Common Stock equivalents), (3) as a result of a
reclassification of the Guarantor’s capital stock or the exchange or conversion
of one class or series of the Guarantor’s capital stock for another class or
series of the Guarantor’s capital stock, (4) dividends or distributions of
shares


16










of Common Stock on Common Stock or (5) the purchase of fractional
interests in shares of the Guarantor’s capital stock pursuant to the conversion
or exchange provisions of such capital stock or the security being converted or
exchanged), (b) make any payment of principal of (premium, if any) or interest
on or repay, repurchase or redeem any debt securities (including guarantees)
issued by the Guarantor that rank PARI PASSU with or junior to the Debentures
(except by conversion into or exchange for shares of Common Stock) and (c) make
any guarantee payments with respect to any of the foregoing (other than
pursuant to the Preferred Securities Guarantee).


SECTION 6.02
RANKING.


          This
Preferred Securities Guarantee will constitute an unsecured obligation of the
Guarantor and will rank (i) subordinate and junior in right of payment to all
other liabilities of the Guarantor, except any liabilities that may be made
pari passu expressly by their terms, (ii) pari passu with the most senior
preferred or preference stock now or hereafter issued by the Guarantor and with
any guarantee now or hereafter entered into by the Guarantor in respect of any
preferred or preference stock of any Affiliate of the Guarantor, and (iii)
senior to the Common Stock.


ARTICLE 7


TERMINATION


SECTION 7.01
TERMINATION.


          This
Preferred Securities Guarantee shall terminate as to each Holder of Trust
Preferred Securities upon (i) full payment of the amount payable upon
redemption of all Preferred Securities, (ii) the distribution of the Debentures
held by the Issuer to the Holders of all of the Preferred Securities or (iii)
full payment of the amounts payable in accordance with the Declaration upon
liquidation of the Issuer. Notwithstanding the foregoing, this Preferred
Securities Guarantee will continue to be effective or will be reinstated, as
the case may be, if at any time any Holder of Preferred Securities must restore
payment of any sums paid under the Preferred Securities or under this Preferred
Securities Guarantee.


ARTICLE 8


INDEMNIFICATION


SECTION 8.01
EXCULPATION.


	
 

	
 

	
 


	
 

	
          (a)     No
 Indemnified Person shall be liable, responsible or accountable in damages or
 otherwise to the Guarantor or any Covered Person for any loss, damage or
 claim incurred by reason of any act or omission performed or omitted by such
 Indemnified Person in good faith in accordance with this Preferred Securities
 Guarantee and in a manner that such Indemnified Person reasonably believed to
 be within the scope of the authority conferred on such Indemnified Person by
 this Preferred Securities Guarantee or by law, except that an Indemnified
 Person shall be liable for any such loss, 





17










	
 

	
 

	
 


	
 

	
damage or claim incurred by reason of such Indemnified Person’s
 negligence or willful misconduct with respect to such acts or omissions.


	
 

	
 

	
 


	
 

	
          (b)     An
 Indemnified Person shall be fully protected in relying in good faith upon the
 records of the Guarantor and upon such information, opinions, reports or
 statements presented to the Guarantor by any Person as to matters the
 Indemnified Person reasonably believes are within such other Person’s
 professional or expert competence and who has been selected with reasonable
 care by or on behalf of the Guarantor, including information, opinions,
 reports or statements as to the value and amount of the assets, liabilities,
 profits, losses, or any other facts pertinent to the existence and amount of assets
 from which Distributions to Holders of Preferred Securities might properly be
 paid.





SECTION 8.02
INDEMNIFICATION.


	
 

	
 

	
 


	
 

	
          (a)     
 To the fullest extent permitted by applicable law, the Guarantor shall
 indemnify and hold harmless each Indemnified Person from and against any
 loss, damage or claim incurred by such Indemnified Person by reason of any
 act or omission performed or omitted by such Indemnified Person in good faith
 in accordance with this Preferred Securities Guarantee and in a manner such
 Indemnified Person reasonably believed to be within the scope of authority
 conferred on such Indemnified Person in accordance with this Preferred
 Securities Guarantee, except that no Indemnified Person shall be entitled to
 be indemnified in respect of any loss, damage or claim incurred by such
 Indemnified Person by reason of negligence or willful misconduct with respect
 to such acts or omissions.





ARTICLE 9


MISCELLANEOUS


SECTION 9.01
SUCCESSORS AND ASSIGNS.


          All
guarantees and agreements contained in this Preferred Securities Guarantee
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding. Except in connection with any merger or
consolidation of the Guarantor with or into another entity or any sale,
transfer or lease of the Guarantor’s assets to another entity, each as
permitted by the Indenture, the Guarantor may not assign its rights or delegate
its obligations under the Preferred Securities Guarantee without the prior
approval of the Holders of at least a Majority in liquidation preference of the
Preferred Securities.


SECTION 9.02
AMENDMENTS.


          Except with
respect to any changes that do not adversely affect the rights of Holders (in
which case no consent of Holders will be required), this Preferred Securities
Guarantee may only be amended with the prior approval of the Holders a Majority
in liquidation preference of the 


18










Preferred
Securities. The provisions of Section 12.02 of the Declaration with respect to
meetings of Holders of the Securities apply to the giving of such approval.


SECTION 9.03
NOTICES.


           All
notices provided for in this Preferred Securities Guarantee shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by registered or certified mail, as follows:


	
 

	
 

	
 


	
 

	
          (a)     If
 given to the Preferred Guarantee Trustee, at the Preferred Guarantee
 Trustee’s mailing address set forth below (or such other address as the
 Preferred Guarantee Trustee may give notice of to the Holders of the
 Preferred Securities):








	
 

	
 


	
 

	
U.S. Bank
 National Association


	
 

	
60
 Livingston Avenue


	
 

	
St. Paul, MN
 55107-2292


	
 

	
 Facsimile: 651-495-8097








	
 

	
 

	
 


	
 

	
          (b)     
If given to the Guarantor, at the Guarantor’s mailing address set forth below
 (or such other address as the Guarantor may give notice of to the Holders of
 the Preferred Securities):








	
 

	
 


	
 

	
FBL
 Financial Group, Inc.


	
 

	
5400 University
 Avenue


	
 

	
West Des
 Moines, IA 50266


	
 

	
Attn:
 General Counsel








	
 

	
 


	
                    (c)     If
 given to any Holder of Preferred Securities, at the address set forth on the
 books and records of the Issuer.





          All such
notices shall be deemed to have been given when received in person, telecopied
with receipt confirmed, or mailed by first class mail, postage prepaid except
that if a notice or other document is refused delivery or cannot be delivered
because of a changed address of which no notice was given, such notice or other
document shall be deemed to have been delivered on the date of such refusal or
inability to deliver.


SECTION 9.04
BENEFIT.


          This
Preferred Securities Guarantee is solely for the benefit of the Holders of the
Preferred Securities and, subject to Section 3.01(a), is not separately
transferable from the Preferred Securities.


19










SECTION 9.05
GOVERNING LAW.


THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS.


          THIS
PREFERRED SECURITIES GUARANTEE is executed as of the day and year first above written.


	
 

	
 

	
 

	
 


	
 

	
FBL
 FINANCIAL GROUP, INC.

 as Guarantor

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
Name: James
 E. Hohmann

	
 


	
 

	
 

	
Title: Chief
 Executive Officer

	
 








	
 

	
 

	
 

	
 


	
 

	
U.S. BANK
 NATIONAL ASSOCIATION, 

 as Preferred Guarantee Trustee

	
 


	
 

	
 

	
 

	
 


	
 

	
By: 

	
/s/

	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 





20