DECLARATION OF TRUST OF FBL FINANCIAL GROUP CAPITAL TRUST II



Exhibit 4.14


DECLARATION OF TRUST

OF

FBL Financial Group Capital Trust II


          This
DECLARATION OF TRUST, dated as of August 20, 2009 (this “Declaration”), by and
among FBL Financial Group, Inc., an Iowa corporation, as “Sponsor,” and each of
James E. Hohmann, James P. Brannen, Richard J. Kypta and U.S. Bank Trust
National Association, not in their individual capacities but solely as
“Trustees.” The Sponsor and the Trustees hereby agree as follows: 


          1.     The
trust created hereby (the “Trust”) shall be known as “FBL Financial Group
Capital Trust II” in which name the Trustees, or the Sponsor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued. The Trust is hereby established by the Sponsor
and the Trustees for the purpose of (i) issuing preferred securities
(“Preferred Securities”) representing undivided beneficial interests in the
assets of the Trust in exchange for cash and investing the proceeds thereof in
debentures of the Sponsor, (ii) issuing and selling common securities (“Common
Securities” and, together with the Preferred Securities, “Trust Securities”)
representing undivided beneficial interests in the assets of the Trust to the
Sponsor in exchange for cash and investing the proceeds thereof in additional
debentures of the Sponsor and (iii) engaging in such other activities as are
necessary, convenient or incidental thereto. 


          2.     The
Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum
of $10. The Trustees hereby acknowledge receipt of such amount in trust from
the Sponsor, which amount shall constitute the initial trust estate. The
Trustees hereby declare that they will hold the trust estate in trust for the
Sponsor. It is the intention of the parties hereto that the Trust created
hereby constitute a statutory trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Sections 3801 et seq. (the “Statutory Trust Act”),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate
of trust with the Delaware Secretary of State in accordance with the provisions
of the Statutory Trust Act. 


          3.     The
Sponsor and the Trustees will enter into an amended and restated Declaration of
Trust, satisfactory to each such party, to provide for the contemplated
operation of the Trust created hereby and the issuance of the Preferred
Securities and Common Securities. Prior to the execution and delivery of such
amended and restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as
otherwise required by applicable law or as may be necessary to obtain prior to
such execution and delivery of any licenses, consents or approvals required by
applicable law or otherwise. 


          4.     The
Sponsor and the Trustees hereby authorize and direct the Sponsor, as the
sponsor of the Trust, in its sole discretion, (i) to file with the Securities
and Exchange Commission (the “Commission”) and execute, in each case on behalf
of the Trust, (a) the Registration Statement on Form S-3 (the “1933 Act
Registration Statement”), including any pre-effective or post-effective
amendments thereto (including the prospectus, prospectus supplements and the
exhibits 










thereto), relating to the registration under the Securities Act of
1933, as amended, of the Preferred Securities of the Trust and (b) a
Registration Statement on Form 8-A or other appropriate form (the “1934 Act
Registration Statement”), including any pre-effective or post-effective
amendments thereto, relating to the registration of the Preferred Securities of
the Trust under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended; (ii) if, and at such time as determined by the Sponsor, to file
with the New York Stock Exchange or any other exchange or the Nasdaq National
Market (each, an “Exchange”) and execute on behalf of the Trust one or more
listing applications and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause
the Preferred Securities to be listed on any of the Exchanges; (iii) to file
and execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or “Blue Sky” laws of such jurisdictions
as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv)
to execute and deliver letters or documents to, or instruments for filing with,
a depository relating to the Preferred Securities of the Trust; and (v) to
negotiate the terms of and to execute, deliver and perform on behalf of the
Trust an underwriting agreement relating to the Preferred Securities among the
Trust, the Sponsor and the several Underwriters named therein. In the event
that any filing referred to in this Section 4 is required by the rules and
regulations of the Commission, an Exchange or state securities or “Blue Sky”
laws to be executed on behalf of the Trust by any of the Trustees, the
Trustees, in their capacity as trustees of the Trust, are hereby authorized to
join in any such filing and to execute on behalf of the Trust any and all of
the foregoing, it being understood that the Trustees, in their capacity as
trustees of the Trust, shall not be required to join in any such filing or to
execute on behalf of the Trust any such document unless required by the rules
and regulations of the Commission, the Exchange or state securities or “Blue
Sky” laws. 


          In
connection with all of the foregoing, the Sponsor and each Trustee, solely in
its capacity as Trustee of the Trust, hereby constitutes and appoints James E.
Hohmann and James P. Brannen, and each of them, as his or its, as the case may
be, true and lawful attorneys-in-fact and agents, with full power of
substitution, for the Sponsor or in the Sponsor’s name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to the 1933 Act Registration Statement and the 1934 Act
Registration Statement and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the Sponsor might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their respective substitute or substitutes, shall
do or cause to be done by virtue hereof. 


          5.     This
Declaration of Trust may be executed in one or more counterparts. 


          6.     The
number of Trustees initially shall be four (4) and thereafter the number of
Trustees shall be such number as shall be fixed from time to time by a written
instrument signed by the Sponsor which may increase or decrease the number of
Trustees; provided, however, that to the extent required by the Statutory Trust
Act, one Trustee shall either be a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its
principal










place of business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law. Subject to the foregoing, the Sponsor
is entitled to appoint or remove without cause any Trustee at any time. A
Trustee may resign upon 30 days’ prior notice to the Sponsor. 


          7.    (a)     The
Trustees and their officers, directors, agents and servants (collectively, the
“Indemnified Persons”) shall not be liable, responsible or accountable in
damages or otherwise to the Trust, the Sponsor, the Trustees or any holder of
the Trust Securities (the Trust, the Sponsor and any holder of the Trust
Securities being a “Covered Person”) for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by the Indemnified Persons
in good faith on behalf of the Trust and in a manner the Indemnified Persons
reasonably believed to be within the scope of authority conferred on the
Indemnified Persons by this Declaration or by law, except that the Indemnified
Persons shall be liable for any such loss, damage or claim incurred by reason
of the Indemnified Person’s willful misconduct, bad faith or gross negligence
with respect to such acts or omissions. 


                 (b)     The
Indemnified Persons shall be fully protected in relying in good faith upon the
records of the Trust and upon such information, opinions, reports or statements
presented to the Trust by any person as to matters the Indemnified Persons
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 Trust, 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 Trust Securities might properly be paid. 


                 (c)     The
Sponsor hereby agrees to indemnify, defend and hold harmless the Indemnified
Persons from and against any and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, “Expenses”), to the extent that such Expenses arise out of, or
are imposed upon, or asserted at any time against, such Indemnified Persons
with respect to the performance of this Declaration, the creation, operation or
termination of the Trust, or the transactions contemplated hereby; provided,
however, that the Sponsor shall not be required to indemnify any Indemnified
Person for any Expenses which are a result of the willful misconduct, bad faith
or gross negligence of such Indemnified Person. The provisions of this Section
7(c) shall survive the termination of this Declaration or the earlier
resignation or removal of the Indemnified Persons. 


          8.     U.S.
Bank Trust National Association, in its capacity as Trustee, shall not have the
powers or the duties of the Trustees set forth herein (except as may be
required under the Statutory Trust Act) and shall be a Trustee hereunder for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Statutory Trust Act. 


          9.     The
Trust may be dissolved and terminated before the issuance of the Trust
Securities at the election of the Sponsor. Upon dissolution, the Trustees shall
file a certificate of cancellation of certificate of trust in accordance with
the Statutory Trust Act. 










          10.     This
Declaration shall be governed by, and construed in accordance with, the laws of
the State of Delaware (without regard to conflict of laws principles). 


          IN WITNESS
WHEREOF, the undersigned has caused these presents to be executed as of the day
and year first above written. 


	
 

	
 

	
 


	
 

	
FBL
 FINANCIAL GROUP, INC.,

	
 


	
 

	
as Sponsor

	
 


	
 

	
 

	
 


	
 

	
     /s/ JAMES E.
 HOHMANN

	
 


	
 

	
Name: James
 E. Hohmann

	
 


	
 

	
Title    Chief
 Executive Officer

	
 


	
 

	
 

	
 


	
 

	
James E.
 Hohmann, not in his individual capacity


	
 

	
but solely
 as Trustee

	
 


	
 

	
 

	
 


	
 

	
/s/ JAMES E.
 HOHMANN

	
 


	
 

	
 

	
 


	
 

	
James P.
 Brannen, not in his individual capacity


	
 

	
but solely
 as Trustee

	
 


	
 

	
 

	
 


	
 

	
/s/ JAMES P.
 BRANNEN

	
 


	
 

	
 

	
 


	
 

	
Richard J.
 Kypta, not in his individual

	
 


	
 

	
capacity but
 solely as Trustee

	
 


	
 

	
 

	
 


	
 

	
/s/ RICHARD
 J. KYPTA

	
 


	
 

	
 

	
 


	
 

	
U.S. Bank
 Trust National Association,

	
 


	
 

	
as Delaware
 Trustee

	
 


	
 

	
 

	
 


	
 

	
/s/ ANNETTE
 E. MORGAN

	
 


	
 

	
Name:
 Annette E. Morgan

	
 


	
 

	
Title:   Assistant Vice President