Exhibit 10.1


 


 


COOPERATION AND SUPPORT AGREEMENT


 


This Cooperation and Support Agreement (this “Agreement”),
dated as of May 2, 2021, is entered into by and among Capital Returns Management, LLC, Ronald Bobman (together with their respective affiliates,
including Capital Returns Master, Ltd., collectively, “Capital Returns”), Farm Bureau Property & Casualty Insurance
Company, an Iowa domiciled stock property and casualty insurance company (“Parent”), the Iowa Farm Bureau Federation
(“IFBF” and, together with Parent, the “Purchaser Parties”) and FBL Financial Group, Inc.,
an Iowa corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Merger Agreement (as defined below).


 


WHEREAS, Parent, 5400 Merger Sub, Inc. (“Merger
Sub”) and the Company are parties to that certain Agreement and Plan of Merger, dated as of January 11, 2021 (the “Original
Agreement”), pursuant to which, among other things and upon the terms and subject to the conditions thereof, Merger Sub will
be merged with and into the Company (the “Merger”) with the Company surviving the Merger;


 


WHEREAS, at the effective time of the Merger, each
share of Class A common stock and Class B common stock of the Company (together, the “Common Shares”) other than Excluded
Shares and Dissenting Shares will be converted into the right to receive $56.00 per Common Share in cash, without interest (the “Original
Merger Consideration”);


 


WHEREAS, Capital Returns is the beneficial owner
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of 215,194 Common
Shares;


 


WHEREAS, Parent, Merger Sub and the Company propose
to amend the Original Agreement (as so amended, the “Amendment”) to provide, among other things, to increase the Original
Merger Consideration to $61.00 per share in cash, without interest (the “Amended Merger Consideration”); and


 


WHEREAS, as a material inducement to the willingness
of Parent and Merger Sub to enter into the Amendment, Parent has required that Capital Returns enter into this Agreement.


 


NOW, THEREFORE, in consideration of and reliance
upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:


 


Section 1.Certain Definitions. For all
purposes of and under this Agreement, the following terms shall have the following respective meanings:


 


“Agreement Effective Time” means
such time as the Amendment is executed and delivered by the parties thereto.


 


“Affiliate” and “Associate”
each have the meanings ascribed to such terms in Rule 12b-2 under the Exchange Act.


 






     


     


    

 


“Beneficial Ownership” of Common
Shares means ownership of: (a) Common Shares which such Person or any of such Person’s Affiliates or Associates is deemed to
beneficially own, directly or indirectly, within the meaning of Rule l3d-3 under the Exchange Act; (b) securities which such Person
or any of such Person’s Affiliates or Associates has: (i) rights, obligations or options to own or acquire (whether such right,
obligation or option is exercisable immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether
or not within the control of such Person), compliance with regulatory requirements or otherwise) or (ii) the right to vote pursuant
to any agreement, arrangement or understanding (whether or not in writing); (c) which are beneficially owned, directly or indirectly,
by any other Person (or any Affiliate or Associate of such other Person) and with respect to which such first Person or any of such first
Person’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of
acquiring, holding, voting or disposing of such securities; or (d) any other economic exposure to Common Shares, including through
any derivative transaction that gives any such Person or any of such Person’s Affiliates or Associates the economic equivalent of
ownership of Common Shares due to the fact that the value of the derivative is determined by reference to the price or value of Common
Shares, or which provides such Person or any of such Person’s Affiliates or Associates an opportunity, directly or indirectly, to
profit, or to share in any profit, derived from any increase in the value of Common Shares, in any case without regard to whether (i) such
derivative conveys any voting rights in Common Shares to such Person or any of such Person’s Affiliates or Associates, (ii) the
derivative is required to be, or capable of being, settled through delivery of Common Shares, or (iii) such Person or any of such Person’s
Affiliates or Associates may have entered into other transactions that hedge the economic effect of such Beneficial Ownership of Common
Shares.


 


“Expiration Time” means the earlier
of (a) such time as the Merger Agreement shall have been validly terminated in accordance with its terms; (b) immediately following
the Effective Time; or (c) July 11, 2021.


 


“Merger Agreement” means the Original
Agreement, as it may be amended, supplemented or otherwise modified from time to time, including by the Amendment.


 


“Record Date Shares” means all
Common Shares owned, beneficially or of record (including by having any agreement, arrangement or understanding (whether or not in writing)
for the purpose of voting such Common Shares), by Capital Returns as of March 11, 2021.


 


“Capital Returns Shares” means
(i) all Common Shares owned, beneficially or of record, by Capital Returns as of the date hereof and (ii) all additional Common
Shares acquired by Capital Returns, beneficially or of record (including by having any agreement, arrangement or understanding (whether
or not in writing) for the purpose of voting such Common Shares), during the period commencing on the date hereof and expiring at the
Expiration Time.


 


Section 2.Agreement to Vote; Termination
of Solicitation.


 


(a)       During
the period commencing on the Agreement Effective Time and expiring at the Expiration Time, at the Company Shareholders’ Meeting
or at any other meeting of the holders of Common Shares called to consider the approval and adoption of the Merger Agreement and the Merger,
and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company
with respect to the approval and adoption of the Merger Agreement and Merger, Capital Returns (i) shall appear at such meeting or otherwise
(including, for the avoidance of doubt, electronically) cause the Record Date Shares to be counted as present thereat for the purpose
of establishing a quorum, (ii) shall vote or cause to be voted the Record Date Shares at such meeting in favor of adopting the Merger
Agreement and the transactions contemplated thereby, including the Merger and (iii) at any meeting of the shareholders of the Company
(whether annual or special), however called, or at any adjournment or postponement thereof, or in any other circumstances (including an
action by written consent) upon which a vote or other approval is sought, shall vote (or cause to be voted), in person or by proxy (to
the extent of its power to do so), all of the Record Date Shares against any other proposal, action or transaction involving the Company
or any of the Company Subsidiaries, which other proposal, action or transaction would reasonably be expected to in any manner (A) impede,
frustrate, prevent or nullify the Merger or the Merger Agreement, (B) result in any of the conditions to the consummation of the Merger
under the Merger Agreement not being fulfilled or (C) result in a breach of any covenant, representation or warranty or any other obligation
or agreement of the Company under the Merger Agreement.


 






     


     


    

 


(b)       Capital
Returns hereby covenants and agrees to use its commercially reasonable efforts to cause the holders of record of, or other Persons with
the power to vote or cause to be voted, all Capital Returns Shares that are not Record Date Shares to take, and to refrain from taking,
as applicable, all actions that Capital Returns is required to take, and to refrain from taking, as applicable, in respect of the Record
Date Shares pursuant to Section 2(a); provided, that except for Capital Returns Shares acquired after the date of this Agreement,
issuing the public statement referred to in Section 8 hereof shall be deemed sufficient for purposes of this Section 2(b).


 


(c)       Capital
Returns hereby covenants and agrees that it shall (i) immediately cease any and all solicitation efforts in connection with the Company
Shareholders’ Meeting or at any other meeting of the holders of Common Shares called to consider the approval and adoption of the
Merger Agreement and the Merger, and at every adjournment or postponement thereof and (ii) except with respect to the Capital Returns
Shares as provided in Section 2(a)-(b), not vote, deliver or otherwise use any proxies that may have been received by Capital Returns
or its representatives with respect to the Company Shareholders’ Meeting or at any other meeting of the holders of Common Shares
called to consider the approval and adoption of the Merger Agreement and the Merger, and at every adjournment or postponement thereof.


 


(d)       Capital
Returns hereby covenants and agrees that it shall not enter into any agreement or undertaking, and shall not commit or agree to take any
action that would restrict or interfere with its obligations pursuant to this Agreement.


 


Section 3.Non-Disparagement. During
the period commencing on the Agreement Effective Time and expiring on the date of the closing of the Merger, (a) Capital Returns
shall not, and shall cause its Related Parties not to, directly or indirectly make, or cause to be made, any private statement or public
statement (including by press release, social media post, SEC filing or other disseminated announcement or statement) that disparages
(as distinct from objective statements reflecting business criticism of the Company but not of individual directors or officers) the Merger,
the Company, the Purchaser Parties or any of their respective current or former officers or directors with respect to matters relating
to their service at the Company or such Purchaser Party; and (b) the Company and the Purchaser Parties shall not, and shall cause
their respective Related Parties not to, directly or indirectly make, or cause to be made, any private statement or public statement (including
by press release, social media post, SEC filing or other disseminated announcement or statement) that disparages (as distinct from objective
statements reflecting business criticism) Capital Returns or any of its officers or directors with respect to matters relating to the
Merger, the Company and the Purchaser Parties.


 






     


     


    

 


Section 4.Release; Covenant Not to Sue.


 


(a)       Capital
Returns, on behalf of itself and for all of its affiliated, associated, related, parent and subsidiary entities, successors, assigns,
and the respective heirs, executors, administrators, successors and assigns of any such person or entity (“Related Parties”),
irrevocably, absolutely and unconditionally releases, settles, acquits and forever discharges each of (i) the Company, (ii) Parent,
(iii) each existing (as of the date of this Agreement) director, officer, employee, agent or other representative of the Company (the
“Existing Company Parties”) and (iv) the Related Parties of each of the foregoing (the persons and entities referred
to in the foregoing clauses (i)-(iv), collectively, the “Company Released Parties”), from and against any and all causes
of action, claims, actions, rights, judgments, obligations, damages, fines, penalties, amounts, demands, losses, controversies, contentions,
complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expenses, specialties and fees and costs (whether
direct, indirect or consequential, incidental or otherwise, including attorney’s fees, accountants’ fees and court costs,
of whatever nature) incurred in connection therewith of any kind whatsoever, in their own right, representatively, derivatively or in
any other capacity, in law or in equity or liabilities of whatever kind or character, arising under federal, state, foreign, or common
law or the laws of any other relevant jurisdiction from the beginning of time to the Agreement Effective Time (“Claims”),
whether now known or unknown, suspected or unsuspected, that Capital Returns or any of its Related Parties now has, or at any time previously
had, or shall or may have in the future, as a record or beneficial owner of Common Shares or arising by virtue of or in any manner related
to any actions with respect to the Merger or the Company or its affairs on or before the Agreement Effective Time; provided, that
nothing in this Agreement shall waive, release, bar, discharge, enjoin, or otherwise affect any Claims to enforce the terms of this Agreement.


 


(b)       Each
of the Company and Parent, on behalf of itself and for all of its Related Parties, irrevocably, absolutely and unconditionally releases,
settles, acquits and forever discharges each member of the Capital Returns from and against any and all Claims, whether now known or unknown,
suspected or unsuspected, that the Company or Parent, as applicable, now has, or at any time previously had, arising by virtue of or in
any manner related to any actions or inactions with respect to the Merger or the Company or its respective affairs on or before the Agreement
Effective Time; provided, that nothing in this Agreement shall waive, release, bar, discharge, enjoin, or otherwise affect any
Claims to enforce the terms of this Agreement.


 


(c)       IT IS
THE INTENTION OF CAPITAL RETURNS, THE COMPANY AND PARENT IN EXECUTING THIS AGREEMENT, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED
FOR HEREIN, THAT THE RELEASES CONTAINED IN THIS SECTION 4 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL
RELEASE OF AND FROM ALL MATTERS RELEASED PURSUANT TO THIS SECTION 4 (THE “RELEASED MATTERS”). CAPITAL RETURNS
HEREBY REPRESENTS TO EACH COMPANY RELEASED PARTY THAT IT HAS NOT VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO
ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED MATTERS AND THAT NO PERSON OTHER THAN CAPITAL RETURNS HAS ANY INTEREST IN ANY RELEASED MATTERS
BY LAW OR CONTRACT BY VIRTUE OF ANY ACTION OR INACTION BY CAPITAL RETURNS. EACH OF THE COMPANY AND PARENT HEREBY REPRESENTS TO CAPITAL
RETURNS THAT IT HAS NOT VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED
MATTERS AND THAT NO PERSON OTHER THAN THE COMPANY OR PARENT, AS APPLICABLE, HAS ANY INTEREST IN RELEASED MATTERS BY LAW OR CONTRACT BY
VIRTUE OF ANY ACTION OR INACTION BY THE COMPANY OR PARENT, AS APPLICABLE. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION
4 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 4 WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.


 






     


     


    

 


(d)       Capital
Returns (on its own behalf and on behalf of its Related Parties) covenants and agrees that each such Person shall not, after the Agreement
Effective Time, (i) institute or participate in any action, suit or proceeding against any of the Company Released Parties related
in any way to the Released Matters or (ii) otherwise seek to recover, or permit another to seek to recover on its behalf, from any
of the Company Released Parties any remedies of any kind (including any equitable relief, damages, fines, penalties, amounts, demands,
losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, liabilities, dues, sums of money, expenses,
specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise, including attorney’s fees, accountants’
fees and court costs, of whatever nature)) related in any way to the Released Matters, and fully, finally, irrevocably, absolutely and
unconditionally waives any right to recover any such remedies; provided, that nothing in this Agreement shall waive, release, bar,
discharge, enjoin, or otherwise affect any Claims to enforce the terms of this Agreement.


 


(e)       The
parties acknowledge that the Agreement releases claims that are unknown and unsuspected at the time of the Agreement and that the release
of such claims was a specifically negotiated and material term of the Agreement. The parties further agree to waive the protections of
Cal. Civ. Code 1542 or any similar provisions of Law.


 


(f)       Capital
Returns (on its own behalf and on behalf of its Related Parties) acknowledges and agrees that (i) each of the Company Released Parties
is an express third party beneficiary of this Section 4, and, in each case, such third party beneficiary shall be entitled to enforce
the releases, covenants and other agreements contained herein against Capital Returns and its Related Parties as if such third party beneficiary
were a party to this Agreement and (ii) Parent will be relying to its detriment on the effectiveness and enforceability of such releases,
covenants and other agreements in entering into the Amendment providing for the Amended Merger Consideration.


 






     


     


    

 


Section 5.Waiver of Appraisal Rights.
Capital Returns hereby irrevocably waives, and shall cause to be irrevocably waived by its Affiliates any rights of appraisal or rights
to dissent from the Merger that it or such Affiliate may have under Iowa Law with respect to any Capital Returns Shares


 


Section 6.Expenses. Within three (3)
business days of the execution of this Agreement, Capital Returns shall be permitted to submit to the Company reasonably detailed documentation
of Capital Returns’ actual out-of-pocket fees, costs and expenses reasonably and properly incurred in connection with the proposed
acquisition, the Merger, and the solicitation of proxies at the Company Shareholders’ Meeting, including the expenses associated
with legal, financial, communications and other professional advisors. No later than the same business day as the closing of the Merger,
the Company shall reimburse Capital Returns for such reasonably and properly incurred fees, costs and expenses, by wire transfer in accordance
with wire instructions provided by Capital Returns to the Company; provided, that such reimbursement shall not exceed $750,000 in the
aggregate and Capital Returns shall not be entitled to any reimbursement if the Merger does not close. Except as otherwise provided in
this Section 6, all fees, costs and expenses incurred by each of the parties shall be borne by such party.


 


Section 7.Public Announcement. The parties
hereto shall not make any public statement regarding this Agreement and the material terms hereof except for a press release in the form
attached hereto as Exhibit A (the “Press Release”). The Company shall file a Form 8-K in the form attached
hereto as Exhibit B. IFBF shall file an amendment to its existing Schedule 13D in the form attached hereto as Exhibit C.
The parties shall not make any public announcement or statement regarding Capital Returns that contradicts or disagrees with the statements
made in the Press Release.


 


Section 8.Representations and Warranties
of All Parties. Each of the parties hereto represents and warrants to the other parties that: (a) such party has all requisite power
and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and
validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in
accordance with its terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to
which it is a party or by which it may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing
or affecting such party.


 


Section 9.Representations and Warranties
of Capital Returns. Capital Returns represents and warrants that, as of the date of this Agreement: (a) Capital Returns Beneficially
Owns an aggregate of 215,194 Common Shares, (b) Schedule I sets forth a list of all Shares of Common Shares that Capital Returns
has the right to vote as of a record date of March 11, 2021 and (c) except for such ownership, Capital Returns does not, individually
or in the aggregate with any of its Affiliates, have any other Beneficial Ownership of, or economic exposure to, any Common Shares, including
through any derivative transaction.


 






     


     


    

 


Section 10.Representations and Warranties
of the Company. The Company represents and warrants to Capital Returns that, as of the Agreement Effective Time: (a) it will
have all requisite corporate power and authority, and will have taken all corporate action necessary in order to execute and deliver,
and perform its obligations under, the Amendment and to consummate the transactions contemplated thereby, subject only to the adoption
of the Merger Agreement by the Required Shareholder Vote; (b) the Company will take all commercially reasonable steps to re-convene Company
Shareholders’ Meeting on May 21, 2021; and (c) the Amendment will have been duly executed and delivered by the Company and,
assuming the due authorization, execution and delivery of the Amendment by Parent and Merger Sub, will constitute the valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally or by general equitable principles.


 


Section 11.Representations and Warranties
of Parent. Parent represents and warrants to Capital Returns that, as of the Agreement Effective Time: (a) each of Parent and
Merger Sub will have all requisite corporate or other power and authority, and will have taken all corporate action necessary in order
to execute and deliver, and perform its obligations under, the Amendment and to consummate the transactions contemplated thereby, subject
only to the adoption of the Amendment by the affirmative vote of Parent, in its capacity as sole shareholder of Merger Sub, immediately
following the execution of the Amendment by the parties thereto; and (b) the Amendment will have been duly executed and delivered
by each of Parent and Merger and, assuming the due authorization, execution and delivery of the Amendment by the Company, will constitute
the valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally or by general equitable principles.


 


Section 12.Specific Performance; Jurisdiction;
Governing Law. The parties hereto recognize and agree that if for any reason any of the provisions of this Agreement are not performed
in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which
money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies any of the other parties
shall be entitled to at law or in equity, each other party shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement. In the event that any action shall be brought in equity
to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate
remedy at law. The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State
of Delaware without regard to the conflicts of laws principles thereof. Each Party hereby irrevocably and unconditionally consents to
the exclusive jurisdiction of the federal and state courts in the State of Delaware for any action, suit or proceeding arising out of
or relating to this Agreement. Each Party further hereby irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of or relating to this Agreement in the federal and state courts of the State of Delaware,
and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit
or proceeding brought in any such court has been brought in any inconvenient forum. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 






     


     


    

 


Section 13.No Waiver. Any waiver by
any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Agreement. No waiver of any of the provisions of this Agreement shall be effective
unless it is in writing signed by the party making such waiver. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.


 


Section 14.Entire Agreement. This Agreement
contains the entire understanding of the parties hereto with respect to the subject matter hereof and may be amended only by an agreement
in writing executed by the parties hereto.


 


Section 15.Notices. All notices, demands
or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall
be deemed to have been given (a) when delivered personally to the recipient Party, (b) if transmitted via e-mail, on the date sent, unless
the sender receives an automated message indicating that the e-mail has not been delivered, (c) one (1) business day after being sent
to the recipient Party by reputable overnight courier service (charges prepaid), or (d) five (5) business days after being mailed to the
recipient Party by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications
shall be sent to each Party at the following addresses:


 


If to Capital Returns:


 


Capital Returns Management, LLC

641 Lexington Avenue

New York, NY 10022

Attention:Ronald Bobman

Email:Email: Ron@capreturns.com


 


with a copy top (which shall not constitute notice):


 


Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, NY 10019

Attention:Steve Wolosky

Email:swolosky@olshanlaw.com


 






     


     


    

 


If to Parent:


 


Farm Bureau Property & Casualty Insurance
Company

5400 University Avenue

West Des Moines, IA 50266

Attention: Edward G. Parker

Fax: (515) 225-4686

Email:eparker@ifbf.org


 


with a copy (which shall not constitute notice)
to:


 


Skadden, Arps, Slate, Meagher & Flom
LLP

One Manhattan West

New York, New York 10001

Attention:Todd E. Freed

Jon A. Hlafter

Email:todd.freed@skadden.com

jon.hlafter@skadden.com


 


If to IFBF:


 


Iowa Farm Bureau Federation

5400 University Avenue

West Des Moines, IA 50266

Attention: Edward G. Parker

Fax: (515) 225-4686

Email:eparker@ifbf.org


 


with a copy (which shall not constitute notice)
to:


 


Skadden, Arps, Slate, Meagher & Flom
LLP

One Manhattan West

New York, New York 10001

Attention:Todd E. Freed

Jon A. Hlafter

Email:todd.freed@skadden.com

jon.hlafter@skadden.com


 


If to the Company:


 


FBL Financial Group, Inc.

5400 University Avenue

West Des Moines, IA 50266

Attention: Lori Geadelmann

Email:Lori.Geadelmann@fbfs.com


 






     


     


    

 


with a copy top (which shall not constitute notice):


 


Sidley Austin LLP

1 South Dearborn Street

Chicago, Illinois 60603



		Attention:	Brian J. Fahrney



Sean M. Carney



Jonathan A. Blackburn


Kai Liekefett


		Email:	bfahrney@sidley.com



scarney@sidley.com


jblackburn@sidley.com



kliekefett@sidley.com


 


Section 16.Severability. If at any time
subsequent to the date of this Agreement, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal,
void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall
have no effect upon the legality or enforceability of any other provision of this Agreement. Upon such determination that any term hereof
is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law.


 


Section 17.Counterparts. This Agreement
may be executed (including by facsimile or PDF) in two or more counterparts which together shall constitute a single agreement.


 


Section 18.Successors and Assigns. This
Agreement shall not be assignable by any of the parties hereto. Any purported assignment of this Agreement shall be null and void. This
Agreement, however, shall be binding on successors of the parties hereto.


 


Section 19.No Third Party Beneficiaries.
Subject to Section 4(j), this Agreement is solely for the benefit of the parties hereto and is not enforceable by any other persons.


 


Section 20.Effectiveness. This Agreement
shall become effective at the Agreement Effective Time.


 


Section 21.Responsible Parties. Each
of Parent and Capital Returns shall cause its controlled Affiliates, and shall use its reasonable best efforts to cause its agents and
other Persons acting on its behalf, to comply with the terms of this Agreement. The Company shall cause its directors, officers and controlled
Affiliates, and shall use its reasonable best efforts to cause its agents and other Persons acting on its behalf, to comply with the terms
of this Agreement. Parent, Capital Returns and the Company, respectively, shall be responsible for any breach of the terms of this Agreement
by such Persons, as applicable.


 






     


     


    

 


Section 22.Interpretation and Construction.
Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded
the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party and its counsel
cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts
relating thereto exchanged among the parties hereto shall be deemed the work product of all of the parties hereto and may not be construed
against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation
of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived
by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regard to events of
drafting or preparation. The section headings contained in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. The term “including” shall be deemed to mean “including without
limitation” in all instances.


 


[Signature Pages Follow]


 






     


     


    

 


IN WITNESS WHEREOF, each of the parties hereto has
executed this Agreement, or caused the same to be executed by its duly authorized representative, as of the date first above written.


 


	 	CAPITAL RETURNS MANAGEMENT, LLC
	 	 
	 	By: 	/s/ Ronald Bobman
	 	Name:	Ronald Bobman

	 	Title:	President
	 	 	 
	 	 	 
	 	RONALD BOBMAN
	 	 
	 	/s/ Ronald Bobman
	 	 	 



 


	 	FARM BUREAU PROPERTY & CASUALTY INSURANCE COMPANY
	 	 
	 	By: 	/s/ Duane J. Johnson, Jr.
	 	Name:	Duane J. Johnson, Jr.

	 	Title:	Sr. Vice President & Secretary






 


 


	 	IOWA FARM BUREAU
FEDERATION
	 	 
	 	By: 	/s/ Craig D. Hill
	 	Name:	Craig D. Hill

	 	Title:	President



 







	 	FBL FINANCIAL GROUP, INC.
	 	 
	 	By: 	/s/ Daniel D. Pitcher
	 	Name:	Daniel D. Pitcher

	 	Title:	Chief Executive Officer


 




     


     


    

 





Schedule I

Beneficial Ownership of Capital Returns as of March 11, 2021


 


	Capital Returns Party	Common Shares Beneficially Owned
	Capital Returns Management, LLC	130,000
	Capital Returns Master, Ltd.	130,000*
	Ronald Bobman	130,000*


* Directly owned by Capital Returns Management, LLC