Exhibit
4.10


$100,000,000

FBL Financial Group, Inc.

5.875% Senior Notes due 2017

REGISTRATION RIGHTS AGREEMENT


March 12, 2007


CITIGROUP GLOBAL MARKETS INC.


390 Greenwich Street


New York, NY 10013


ABN AMRO INCORPORATED


55 East 52nd Street, 6th Floor


New York, NY 10055


Dear Sirs:


FBL
Financial Group, Inc., an Iowa corporation (the “Company”), proposes to issue
and sell to the several initial purchasers, Citigroup Global Markets Inc. and
ABN AMRO Incorporated (together the “Initial Purchasers”), upon the terms set
forth in a purchase agreement of even date herewith (the “Purchase Agreement”),
$100,000,000 aggregate principal amount of its 5.875% Senior Notes due 2017
(the “Initial Securities”). The Initial Securities will be issued pursuant to
that certain Indenture, dated as of March 12, 2007 (the “Indenture”), between
the Company and LaSalle Bank National Association, as trustee (the “Trustee”).
As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Company agrees with the Initial Purchasers, for the benefit of
the Initial Purchasers and the holders of the Securities (as defined below)
(collectively, the “Holders”), as follows:


1. Registered Exchange Offer.


(a) Unless not permitted
by applicable law (after the Company has complied with the ultimate paragraph
of this Section 1), the Company shall prepare and file with the Securities and
Exchange Commission (the “Commission”) a registration statement (the “Exchange
Offer Registration Statement”) on an appropriate form under the Securities Act
of 1933, as amended (the “Securities Act”), with respect to a proposed offer
(the “Registered Exchange Offer”) to the Holders of Transfer Restricted
Securities (as defined in Section 6 hereof), who are not prohibited by any law
or policy of the Commission from participating in the Registered Exchange
Offer, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt securities of the Company
issued under the Indenture, substantially identical in all material respects to
the Initial Securities (except that such securities will not contain terms with
respect to transfer restrictions) and registered under the Securities Act (the “Exchange
Securities”). The Company shall use its reasonable best efforts to cause the
Exchange Offer Registration Statement to become effective under the Securities
Act within 270 days (such 270th day being an “Effectiveness Deadline”) after
the date on which the Initial Purchasers purchase the Initial Securities pursuant
to the Purchase Agreement (the 













“Closing Date”) and will keep the Exchange Offer
Registration Statement effective for not less than 30 days (or longer, if
required by applicable law) after the date notice of the Registered Exchange
Offer is mailed to the Holders (such period being called the “Exchange Offer
Registration Period”).


(b) If the Company
commences the Registered Exchange Offer, the Company will be entitled to
consummate the Registered Exchange Offer 30 days after such commencement
(provided that the Company has accepted all the Initial Securities theretofore
validly tendered in accordance with the terms of the Registered Exchange
Offer).


(c) Following the
declaration of the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the
objective of the Registered Exchange Offer to enable each Holder of Transfer
Restricted Securities electing to exchange the Initial Securities for Exchange
Securities (assuming that such Holder is not an affiliate of the Company within
the meaning of the Securities Act, acquires the Exchange Securities in the
ordinary course of such Holder’s business and has no arrangements or
understanding with any person to participate in the distribution of the
Exchange Securities and is not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer) to trade such
Exchange Securities from and after their receipt without any limitations or
restrictions under the Securities Act.


(d) The Company
acknowledges that, pursuant to current interpretations by the Commission’s
staff of Section 5 of the Securities Act, in the absence of an applicable
exemption therefrom, (i) each Holder which is a broker-dealer electing to
exchange Initial Securities, acquired for its own account as a result of market
making activities or other trading activities, for Exchange Securities (an “Exchanging
Dealer”), is required to deliver a prospectus containing the information set
forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange
Offer Procedures” section and the “Purpose of the Exchange Offer” section, and
(c) Annex C hereto in the “Plan of Distribution” section of such prospectus in
connection with a sale of any such Exchange Securities received by such
Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial
Purchaser that elects to sell Securities (as defined below) acquired in
exchange for Initial Securities constituting any portion of an unsold
allotment, is required to deliver a prospectus containing the information
required by Items 507 or 508, as applicable, of Regulation S-K under the
Securities Act in connection with such sale.


(e) The Company shall use
its reasonable best efforts to keep the Exchange Offer Registration Statement
effective and to amend and supplement the prospectus contained therein, in
order to permit such prospectus to be lawfully delivered by all persons subject
to the prospectus delivery requirements of the Securities Act for such period
of time as such persons must comply with such requirements in order to resell
the Exchange Securities; provided, however, that (i) in the case where such
prospectus and any amendment or supplement thereto must be delivered by an Exchanging
Dealer or an Initial Purchaser, such period shall be the lesser of 120 days and
the date on which all 



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Exchanging Dealers and the Initial Purchasers have
sold all Exchange Securities held by them (unless such period is extended
pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus
and any amendment or supplement thereto available to any broker-dealer for use
in connection with any resale of any Exchange Securities for a period of not
less than 120 days after the consummation of the Registered Exchange Offer.


(f) If, upon consummation
of the Registered Exchange Offer, any Initial Purchaser holds Initial
Securities acquired by it as part of its initial distribution, the Company,
simultaneously with the delivery of the Exchange Securities pursuant to the
Registered Exchange Offer, shall issue and deliver to such Initial Purchaser
upon the written request of such Initial Purchaser, in exchange (the “Private
Exchange”) for the Initial Securities held by such Initial Purchaser, a like
principal amount of debt securities of the Company issued under the Indenture
and substantially identical in all material respects to the Initial Securities
(the “Private Exchange Securities”). The Initial Securities, the Exchange
Securities and the Private Exchange Securities are herein collectively called
the “Securities”.


(g) In connection with
the Registered Exchange Offer, the Company shall:


(i) mail to each Holder a
copy of the prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related
documents;


(ii) keep the Registered
Exchange Offer open for not less than 30 days (or longer, if required by
applicable law) after the date notice thereof is mailed to the Holders;


(iii) utilize the
services of a depositary for the Registered Exchange Offer with an address in
the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee;


(iv) permit Holders to
withdraw tendered Securities at any time prior to the close of business, New
York time, on the last business day on which the Registered Exchange Offer
shall remain open; and


(v) otherwise
comply with all applicable laws.


(h) As soon as
practicable after the close of the Registered Exchange Offer or the Private
Exchange, as the case may be, the Company shall:


(i) accept for exchange
all the Initial Securities validly tendered and not withdrawn pursuant to the
Registered Exchange Offer and the Private Exchange;


(ii) deliver to the
Trustee for cancellation all the Initial Securities so accepted for exchange;
and



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(iii) cause the Trustee
to authenticate and deliver promptly to each Holder of the Initial Securities,
the Exchange Securities or the Private Exchange Securities, as the case may be,
equal in principal amount to the Initial Securities of such Holder so accepted
for exchange.


(i) The Indenture will
provide that the Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote
and consent together on all matters as one class and that none of the
Securities will have the right to vote or consent as a class separate from one
another on any matter.


(j) Interest on each
Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last
interest payment date on which interest was paid on the Initial Securities
surrendered in exchange therefor or, if no interest has been paid on the
Initial Securities, from the date of original issue of the Initial Securities.


(k) Each Holder
participating in the Registered Exchange Offer shall be required to represent
to the Company that at the time of the consummation of the Registered Exchange
Offer (i) any Exchange Securities received by such Holder will be acquired in
the ordinary course of its business, (ii) at the time of commencement of the
Registered Exchange Offer, such Holder had no arrangements or understanding
with any person to participate in the distribution of the Securities or the
Exchange Securities within the meaning of the Securities Act, (iii) such Holder
is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the
Company or if it is an affiliate, such Holder will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged
in, and does not intend to engage in, the distribution of the Exchange
Securities and (v) if such Holder is a broker-dealer, that it will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities and that it will deliver a prospectus in connection with any resale
of such Exchange Securities.


(1) Notwithstanding any
other provisions hereof, the Company will ensure that (i) any Exchange Offer
Registration Statement and any amendment thereto and any prospectus forming
part thereof and any supplement thereto complies in all material respects with
the Securities Act and the rules and regulations thereunder, (ii) any Exchange
Offer Registration Statement and any amendment thereto does not, when it
becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any prospectus forming part of any
Exchange Offer Registration Statement, and any supplement to such prospectus,
does not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.



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(m) If following the date
hereof there has been announced a change in Commission policy with respect to
exchange offers that in the reasonable opinion of counsel to the Company raises
a substantial question as to whether the Registered Exchange Offer is permitted
by applicable federal law, the Company will seek a no-action letter or other
favorable decision from the Commission allowing the Company to consummate the
Registered Exchange Offer. The Company will pursue the issuance of such a
decision to the Commission staff level. In connection with the foregoing, the
Company will take all such other actions as may be requested by the Commission
or otherwise reasonably required in connection with the issuance of such
decision, including without limitation (i) participating in telephonic
conferences with the Commission, (ii) delivering to the Commission staff an
analysis prepared by counsel to the Company setting forth the legal bases, if
any, upon which such counsel has concluded that the Registered Exchange Offer
should be permitted and (iii) diligently pursuing a resolution (which need not
be favorable) by the Commission staff.


2. Shelf Registration. If (i) because of any
change in law or in applicable interpretations thereof by the staff of the
Commission, the Company is not permitted to effect a Registered Exchange Offer,
as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated by the date that is 40 days after the date on which the Exchange
Offer Registration Statement is declared effective (such 40th day being the “Consummation
Deadline”), (iii) any Initial Purchaser so requests with respect to the Initial
Securities (or the Private Exchange Securities) not eligible to be exchanged
for Exchange Securities in the Registered Exchange Offer and held by it
following consummation of the Registered Exchange Offer or (iv) any Holder
(other than an Exchanging Dealer) is not eligible to participate in the
Registered Exchange Offer or, in the case of any Holder (other than an Exchanging
Dealer) that participates in the Registered Exchange Offer, such Holder does
not receive freely tradeable Exchange Securities on the date of the exchange
and any such Holder so requests for any reason other than the failure by such
Holder to make a timely and valid tender in accordance with the Registered
Exchange Offer, the Company shall take the following actions (the date on which
any of the conditions described in the foregoing clauses (i) through (iv)
occur, including in the case of clauses (iii) or (iv) the receipt of the
required notice, being a “Trigger Date”):


(a) The Company shall as
promptly as practicable prepare and file with the Commission and thereafter use
its reasonable best efforts to cause to be declared effective by the date which
is the later of (i) 150 days after the Trigger Date and (ii) 270 days after the
Closing Date (such 150th or 270th day, as the case may be, being an “Effectiveness
Deadline”), a registration statement (the “Shelf Registration Statement” and,
together with the Exchange Offer Registration Statement, a “Registration
Statement”) on an appropriate form under the Securities Act relating to the
offer and sale of the Transfer Restricted Securities by the Holders thereof
from time to time in accordance with the methods of distribution set forth in
the Shelf Registration Statement and Rule 415 under the Securities Act
(hereinafter, the “Shelf Registration”); provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by the Shelf Registration Statement unless such Holder agrees in
writing to be bound by all the provisions of this Agreement applicable to such
Holder.



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(b) The Company shall use
its reasonable best efforts to keep the Shelf Registration Statement
continuously effective in order to permit the prospectus included therein to be
lawfully delivered by the Holders of the relevant Securities, for a period of
two years (or for such longer period if extended pursuant to Section 3(j)
below) from the Closing Date or such shorter period that will terminate when
all the Securities covered by the Shelf Registration Statement (i) have been
sold pursuant thereto or (ii) are no longer restricted securities (as defined
in Rule 144 under the Securities Act, or any successor rule thereof) (such
applicable period being called the “Shelf Registration Period”).


(c) Notwithstanding any
other provisions of this Agreement to the contrary, the Company shall cause the
Shelf Registration Statement and the related prospectus and any amendment or
supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in all material respects with
the applicable requirements of the Securities Act and the rules and regulations
of the Commission promulgated thereunder and (ii) not to contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.


3. Registration Procedures. In connection
with any Shelf Registration Statement contemplated by Section 2 hereof and, to
the extent applicable, any Registered Exchange Offer contemplated by Section 1
hereof, the following provisions shall apply:


(a) The Company shall (i)
furnish to each Initial Purchaser, prior to the filing thereof with the
Commission, a copy of the Registration Statement and each amendment thereof and
each supplement, if any, to the prospectus included therein and, in the event
that an Initial Purchaser (with respect to any portion of an unsold allotment
from the original offering of the Initial Securities) is participating in the
Registered Exchange Offer or the Shelf Registration Statement, the Company shall
use its best efforts to reflect in each such document, when so filed with the
Commission, such comments as such Initial Purchaser reasonably may propose not
later than five business days after delivery of such documents to such Initial
Purchaser; (ii) include the information set forth in Annex A hereto on the
cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose
of the Exchange Offer” section and in Annex C hereto in the “Plan of
Distribution” section of the prospectus forming a part of the Exchange Offer
Registration Statement and include the information set forth in Annex D hereto
in the letter of transmittal delivered pursuant to the Registered Exchange
Offer; (iii) if requested by an Initial Purchaser, include the information
required by Items 507 or 508, as applicable, of Regulation S-K under the
Securities Act in the prospectus forming a part of the Exchange Offer
Registration Statement; (iv) include within the prospectus contained in the
Exchange Offer Registration Statement a section entitled “Plan of Distribution,”
reasonably acceptable to the Initial Purchasers, which shall contain a summary
statement of the positions taken or policies made by the staff of the
Commission with respect to the potential “underwriter” status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange
Securities received by such broker-dealer in the Registered Exchange 



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Offer (a “Participating Broker-Dealer”), whether such
positions or policies have been publicly disseminated by the staff of the
Commission or such positions or policies, in the reasonable judgment of the
Initial Purchasers based upon advice of counsel (which may be in-house
counsel), represent the prevailing views of the staff of the Commission; and
(v) in the case of a Shelf Registration Statement, include the names of the
Holders who propose to sell Securities pursuant to the Shelf Registration
Statement as selling securityholders.


(b) The Company shall
give written notice to the Initial Purchasers, the Holders of the Securities
and any Participating Broker-Dealer from whom the Company has received prior
written notice that it will be a Participating Broker-Dealer in the Registered
Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the prospectus until the
requisite changes have been made):


(i) when the Registration
Statement or any amendment thereto has been filed with the Commission and when
the Registration Statement or any post-effective amendment thereto has become
effective;


(ii) of any request by
the Commission for amendments or supplements to the Registration Statement or
the prospectus included therein or for additional information;


(iii) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose;


(iv) of the receipt by
the Company or its legal counsel of any notification with respect to the
suspension of the qualification of the Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose of which
the Company has knowledge; and


(v) of the happening of
any event that requires the Company to make changes in the Registration
Statement or the prospectus in order that the Registration Statement or the
prospectus do not contain an untrue statement of a material fact nor omit to
state a material fact required to be stated therein or necessary to make the
statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading.


(c) The Company shall
make every reasonable effort to obtain the withdrawal, at the earliest possible
time, of any order suspending the effectiveness of the Registration Statement.


(d) The Company shall
furnish to each Holder of Securities included within the coverage of the Shelf
Registration, without charge, at least one copy of the Shelf Registration
Statement and any post-effective amendment thereto, including financial 



 7
 









statements and schedules, and, if the Holder so
requests in writing, all exhibits thereto (including those, if any,
incorporated by reference).


(e) The Company shall
deliver to each Exchanging Dealer and each Initial Purchaser, and to any other
Holder who so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, and, if any Initial Purchaser or any such
Holder requests, all exhibits thereto (including those incorporated by
reference).


(f) The Company shall,
during the Shelf Registration Period, deliver to each Holder of Securities
included within the coverage of the Shelf Registration, without charge, as many
copies of the prospectus (including each preliminary prospectus) included in
the Shelf Registration Statement and any amendment or supplement thereto as
such person may reasonably request. The Company consents, subject to the
provisions of this Agreement, to the use in accordance with applicable law of
the prospectus or any amendment or supplement thereto by each of the selling
Holders of the Securities in connection with the offering and sale of the
Securities covered by the prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.


(g) The Company shall
deliver to each Initial Purchaser, any Exchanging Dealer, any Participating
Broker-Dealer and such other persons required to deliver a prospectus following
the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any
amendment or supplement thereto as such persons may reasonably request. The
Company consents, subject to the provisions of this Agreement, to the use in
accordance with applicable law of the prospectus or any amendment or supplement
thereto by the Initial Purchaser, if necessary, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following the
Registered Exchange Offer in connection with the offering and sale of the
Exchange Securities covered by the prospectus, or any amendment or supplement
thereto, included in such Exchange Offer Registration Statement.


(h) Prior to any public
offering of the Securities pursuant to any Registration Statement, the Company
shall cooperate with the Holders of the Securities included therein and their
Special Counsel (as defined in paragraph (p) below) in connection with the
registration or qualification of the Securities for offer and sale under the
securities or “blue sky” laws of such states of the United States as any Holder
of the Securities reasonably requests in writing and do any and all other acts
or things reasonably necessary or advisable to enable the offer and sale in
such jurisdictions of the Securities covered by such Registration Statement;
provided, however, that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it is not then so qualified
or (ii) take any action which would subject it to general service of process or
to taxation in any jurisdiction where it is not then so subject.


(i) The Company shall
cooperate with the Holders of the Securities to facilitate the timely
preparation and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive legends and in
such 



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denominations and registered in such names as the
Holders may request a reasonable period of time prior to sales of the
Securities pursuant to such Registration Statement.


(j) Upon the occurrence
of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above
during the period for which the Company is required to maintain an effective
Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the
related prospectus and any other required document so that, as thereafter
delivered to Holders of the Securities or purchasers of Securities, the
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. If the Company notifies the Initial Purchasers, the Holders of
the Securities and any known Participating Broker-Dealer in accordance with
paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the
prospectus until the requisite changes to the prospectus have been made, then
the Initial Purchasers, the Holders of the Securities and any such
Participating Broker-Dealers shall suspend use of such prospectus, and the
period of effectiveness of the Shelf Registration Statement provided for in
Section 2(b) above and the Exchange Offer Registration Statement provided for
in Section 1 above shall each be extended by the number of days from and
including the date of the giving of such notice to and including the date when
the Initial Purchasers, the Holders of the Securities and any known
Participating Broker-Dealer shall have received such amended or supplemented
prospectus pursuant to this Section 3(j).


(k) Not later than the
effective date of the applicable Registration Statement, the Company will
provide a CUSIP number for the Initial Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be, and provide the applicable
trustee with printed certificates for the Initial Securities, the Exchange
Securities or the Private Exchange Securities, as the case may be, in a form
eligible for deposit with The Depository Trust Company.


(1) The Company will use
its reasonable best efforts to comply with all rules and regulations of the
Commission to the extent and so long as they are applicable to the Registered
Exchange Offer or the Shelf Registration and will make generally available to
its security holders (or otherwise provide in accordance with Section 11(a) of
the Securities Act) an earnings statement satisfying the provisions of Section
11(a) of the Securities Act, no later than 45 days after the end of a 12-month
period (or 90 days, if such period is a fiscal year) beginning with the first
month of the Company’s first fiscal quarter commencing after the effective date
of the Registration Statement, which statement shall cover such 12-month
period.


(m) The Company shall use
its reasonable best efforts to cause the Indenture to be qualified under the
Trust Indenture Act of 1939, as amended, in a timely manner and, in connection
therewith, cooperate with the Trustee under the Indenture and the Holders of
Securities to effect such changes to the Indenture as may be required for such
qualification. In the event that such qualification would require the
appointment of a new 



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trustee under the Indenture, the Company shall appoint
a new trustee thereunder pursuant to the applicable provisions of the
Indenture.


(n) The Company may
require each Holder of Securities to be sold pursuant to the Shelf Registration
Statement to furnish to the Company such information regarding the Holder and
the distribution of the Securities as the Company may from time to time
reasonably require for inclusion in the Shelf Registration Statement, and the
Company may exclude from such registration the Securities of any Holder that
fails to furnish such information within a reasonable time after receiving such
request.


(o) The Company shall
enter into such customary agreements (including, if requested, an underwriting
agreement in customary form) and take all such other action, if any, as any
Holder of the Securities shall reasonably request in order to facilitate the
disposition of the Securities pursuant to any Shelf Registration.


(p) In the case of any
Shelf Registration, the Company shall (i) make available at reasonable times
and upon reasonable notice for inspection by a representative of the Holders of
a majority in aggregate principal amount of the Securities being sold, any
underwriter participating in any disposition pursuant to the Shelf Registration
Statement and any attorney, accountant or other agent retained by the Holders
of the Securities or any such underwriter all relevant financial and other
records, pertinent corporate documents and properties of the Company and (ii)
cause the Company’s officers, directors, employees, accountants and auditors to
supply all relevant information reasonably requested by the Holders of the
Securities or any such underwriter, attorney, accountant or agent in connection
with the Shelf Registration Statement, in each case, as shall be reasonably
necessary to enable such persons to conduct a reasonable investigation within
the meaning of Section 11 of the Securities Act; provided, however, that the
foregoing inspection and information gathering shall be coordinated on behalf
of the Initial Purchasers by you and on behalf of the other parties, by one
counsel designated by and on behalf of such other parties as described herein
(which counsel shall be LeBoeuf, Lamb, Greene & MacRae LLP or another law
firm reasonably acceptable to the Company, such counsel being referred to
herein as the “Special Counsel”); provided, further, however, that, as a
condition to supplying such information, the Company shall receive an agreement
in writing from such Special Counsel agreeing that any information that is
designated in writing by the Company, in good faith, as confidential at the
time of delivery of such information shall be kept confidential by such Special
Counsel and any other person entitled to receive such information pursuant to
this paragraph (p) unless (w) disclosure of such information is required
pursuant to applicable law or by court or administrative order, (x) disclosure
of such information is, in the reasonable opinion of counsel to the Company,
necessary to avoid or correct a misstatement or omission of a material fact in
any Registration Statement, prospectus or any supplement or post-effective
amendment thereto or disclosure is otherwise required by law, (y) such
information becomes generally available to the public other than as a result of
a disclosure by such counsel or any other person entitled to receive such
information pursuant to this paragraph (p) in violation of this proviso or (z)
such information is approved for release by the Company in writing.



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(q) In the case of any
Shelf Registration, the Company, if requested by any Holder of Securities
covered thereby, shall cause (i) its counsel to deliver an opinion and updates
thereof relating to the Securities in customary form addressed to such Holders
and the managing underwriters, if any, thereof and dated, in the case of the
initial opinion, the effective date of such Shelf Registration Statement (it
being agreed that the matters to be covered by such opinion shall include,
without limitation, the due incorporation and valid existence of the Company
and its “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation
S-X); the qualification of the Company and its significant subsidiaries to
transact business as foreign corporations; the due authorization, execution and
delivery of the relevant agreement of the type referred to in Section 3(o)
hereof; the due authorization, execution, authentication and issuance, and the
validity and enforceability, of the applicable Securities; the absence of material
legal or governmental proceedings involving the Company and its significant
subsidiaries; the absence of governmental approvals required to be obtained in
connection with the Shelf Registration Statement, the offering and sale of the
applicable Securities, or any agreement of the type referred to in Section 3(o)
hereof; the compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture with the
requirements of the Securities Act and the Trust Indenture Act, respectively;
and, as of the date of the opinion and as of the effective date of the Shelf
Registration Statement or most recent post-effective amendment thereto, as the
case may be, the absence from such Shelf Registration Statement and the
prospectus included therein, as then amended or supplemented, and from any
documents incorporated by reference therein, if applicable, of an untrue
statement of a material fact or the omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading (in the case of any such documents, in the light of the
circumstances existing at the time that such documents were filed with the
Commission under the Exchange Act); (ii) its officers to execute and deliver
all customary documents and certificates and updates thereof requested by any
underwriters of the applicable Securities; and (iii) its independent public
accountants and the independent public accountants with respect to any other entity,
if any, for which financial information is provided in the Shelf Registration
Statement to provide to the selling Holders of the applicable Securities and
any underwriter therefor a comfort letter in customary form and covering
matters of the type customarily covered in comfort letters in connection with
underwritten offerings, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72.


(r) In the case of the
Registered Exchange Offer, if requested by any Initial Purchaser or any known
Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver
to such Initial Purchaser or such Participating Broker-Dealer a signed opinion
in the form set forth in Sections 6(a) and 6(b) of the Purchase Agreement with
such changes as are customary in connection with the preparation of a
Registration Statement and (ii) its independent public accountants and the
independent public accountants with respect to any other entity, if any, for
which financial information is provided in the Registration Statement to
deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort
letter, in customary form, meeting the 



 11
 









requirements as to the substance thereof as set forth
in the Purchase Agreement, with appropriate date changes.


(s) If a Registered
Exchange Offer or a Private Exchange is to be consummated, upon delivery of the
Initial Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Securities or the Private
Exchange Securities, as the case may be, the Company shall mark, or caused to
be marked, on the Initial Securities so exchanged that such Initial Securities
are being canceled in exchange for the Exchange Securities or the Private
Exchange Securities, as the case may be; in no event shall the Initial
Securities be marked as paid or otherwise satisfied.


(t) The Company will use
its reasonable best efforts to cause the Securities covered by any Registration
Statement to continue to be rated by the rating agencies that initially rated
the Securities during the period that any such Registration Statement is
required hereunder to remain effective (it being acknowledged, however, that
the foregoing shall not be deemed to require the Company to maintain the rating
of such Securities at the rating initially given to the Securities).


(u) In the event that any
broker-dealer registered under the Exchange Act shall underwrite any Securities
or participate as a member of an underwriting syndicate or selling group or “assist
in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of
the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether
as a Holder of such Securities or as an underwriter, a placement or sales agent
or a broker or dealer in respect thereof, or otherwise, the Company will assist
such broker-dealer in complying with the requirements of such Rules, including,
without limitation, by (i) if such Rules, including Rule 2720, shall so
require, engaging a “qualified independent underwriter” (as defined in Rule
2720) to participate in the preparation of the Registration Statement relating
to such Securities, to exercise usual standards of due diligence in respect
thereto and, if any portion of the offering contemplated by such Registration
Statement is an underwritten offering or is made through a placement or sales
agent, to recommend the yield of such Securities, (ii) indemnifying any such
qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof and (iii) providing such information
to such broker-dealer as may be required in order for such broker-dealer to
comply with the requirements of the Rules.


(v) The Company shall use
its reasonable best efforts to take all other steps necessary to effect the
registration of the Securities covered by a Registration Statement contemplated
hereby.


(w) Notwithstanding any
other provision hereof, the Company may postpone or suspend the filing or the
effectiveness of a Registration Statement (or any amendments or supplements
thereto) if (i) such action is required by applicable law or (ii) such action
is taken by the Company in good faith and for valid business reasons (not
including the avoidance of the Company’s obligations hereunder), including the
acquisition or 



 12
 









divestiture of assets, other pending corporate
developments, public filings with the Commission or other similar events, so
long as the Company promptly thereafter complies with the requirements of
Section 3(j) hereof, if applicable. Notwithstanding the occurrence of any event
referred to in the immediately preceding sentence (each such occurrence, a “Suspension”),
no such Suspension shall suspend, postpone or in any other manner affect the
running of the time period after which a Registration Default shall be deemed
to occur and, if the filing or effectiveness of any such Registration Statement
is postponed or suspended as a result of a Suspension, a Registration Default shall
nonetheless exist if all other requirements required for the occurrence of a
Registration Default shall then be satisfied, and the provisions of Section 6
hereof requiring the accrual and payment of Additional Interest, as set forth
in such Section, on the Securities shall be payable.


4. Registration Expenses.


(a) All expenses incident
to the Company’s performance of and compliance with this Agreement will be
borne by the Company, regardless of whether a Registration Statement is ever
filed or becomes effective, including without limitation:


(i) all registration and
filing fees and expenses;


(ii) all fees and
expenses of compliance with federal securities and state “blue sky” or
securities laws;


(iii) all expenses of
printing (including printing certificates for the Securities to be issued in
the Registered Exchange Offer and the Private Exchange and printing of
Prospectuses), messenger and delivery services and telephone;


(iv) all fees and
disbursements of counsel for the Company; and


(v) all fees and disbursements
of independent certified public accountants of the Company (including the
expenses of any special audit and comfort letters required by or incident to
such performance).


The Company will bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any person, including special experts,
retained by the Company.


(b) In connection with
any Registration Statement required by this Agreement, the Company will
reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities who are tendering Initial Securities in the Registered Exchange
Offer and/or selling or reselling Securities pursuant to the “Plan of
Distribution” contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of the Special Counsel.



 13
 









5. Indemnification.


(a) The Company agrees to
indemnify and hold harmless each Holder of the Securities, any Participating
Broker-Dealer and each person, if any, who controls such Holder or such
Participating Broker-Dealer within the meaning of the Securities Act or the
Exchange Act (each Holder, any Participating Broker-Dealer and such controlling
persons are referred to collectively as the “Indemnified Parties”) from and
against any losses, claims, damages or liabilities, joint or several, or any
actions in respect thereof (including, but not limited to, any losses, claims,
damages, liabilities or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that the Company
shall not be liable in any such case to the extent that such loss, claim,
damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder specifically for inclusion therein;
provided further, however, that this indemnity agreement will be in addition to
any liability which the Company may otherwise have to such Indemnified Party.
The Company shall also indemnify underwriters, their officers and directors and
each person who controls such underwriters within the meaning of the Securities
Act or the Exchange Act to the same extent as provided above with respect to
the indemnification of the Holders of the Securities if requested by such
Holders.


(b) Each Holder of the Securities,
severally and not jointly, will indemnify and hold harmless the Company and
each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act from and against any losses, claims, damages
or liabilities or any actions in respect thereof, to which the Company or any
such controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration, or arise out of or are based upon
the omission or alleged omission to state therein a material fact necessary to
make the statements therein not misleading, but in each case only to the extent
that the untrue statement or omission or alleged untrue statement or omission
was made in reliance upon and in conformity with written information pertaining
to such Holder and 



 14
 









furnished to the Company by or on behalf of such
Holder specifically for inclusion therein; and, subject to the limitation set
forth immediately preceding this clause, shall reimburse, as incurred, the
Company for any legal or other expenses reasonably incurred by the Company or
any such controlling person in connection with investigating or defending any
loss, claim, damage, liability or action in respect thereof. This indemnity
agreement will be in addition to any liability which such Holder may otherwise
have to the Company or any of its controlling persons.


(c) Promptly after
receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; provided, however, that the
omission so to notify the indemnifying party (i) shall not relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (as
consented to in writing by the indemnified party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof the indemnifying party will not be liable to such indemnified
party under this Section 5 for any legal or other expenses, other than
reasonable costs of investigation, subsequently incurred by such indemnified
party in connection with the defense thereof; provided, however, that the
indemnified party shall have the right to employ counsel to represent the
indemnified party and their respective controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be
sought by the indemnified party against the indemnifying party under this
Section 5 if the employment of such counsel shall have been authorized in
writing by the indemnifying party in connection with the defense of such action,
if in the written opinion of counsel to either the indemnifying party or the
indemnified party, representation of both parties by the same counsel would be
inappropriate due to actual or likely conflicts of interest between them or the
indemnifying party shall have failed to employ counsel within a reasonable
period of time, and in that event the fees and expenses of one firm of separate
counsel (in addition to the fees and expenses of one firm of local counsel in
each applicable jurisdiction) shall be paid by the indemnifying party. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement (i)
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action, and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.


(d) If the
indemnification provided for in this Section 5 is unavailable or 



 15
 









insufficient to hold harmless an indemnified party
under subsections (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to in subsection (a) or (b) above in such proportion as is appropriate
to reflect the relative fault of the indemnifying party or parties on the one
hand and the indemnified party on the other in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof) as well as any other relevant equitable
considerations. The relative fault of the parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid
by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which
is the subject of this subsection (d). Notwithstanding any other provision of
this Section 5(d), the Holders of the Securities shall not be required to
contribute any amount in excess of the amount by which the net proceeds
received by such Holders from the sale of the Securities pursuant to a
Registration Statement exceeds the amount of damages which such Holders have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution
as such indemnified party and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as the Company.


(e) The agreements
contained in this Section 5 shall survive the sale of the Securities pursuant
to a Registration Statement and shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of any indemnified party.


6. Additional Interest Under Certain Circumstances.


(a) Additional interest
(the “Additional Interest”) with respect to each Transfer Restricted Security
shall be assessed as follows if either of the following events occurs (each such
event in clauses (i) and (ii) below being herein called a “Registration Default”):


(i) any Registration
Statement required by this Agreement is not declared effective by the
Commission on or prior to the applicable Effectiveness Deadline; or



 16
 









(ii) on and after the
applicable Effectiveness Deadline (plus an additional 30 days in respect of the
Exchange Offer Registration Statement), any Registration Statement required by
this Agreement has been declared effective by the Commission but (A) such
Registration Statement thereafter ceases to be effective or (B) such
Registration Statement or the related prospectus ceases to be usable in
connection with resales of Transfer Restricted Securities during the periods
specified herein because (1) any event occurs as a result of which the related
prospectus forming part of such Registration Statement would include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein in the light of the circumstances under which they
were made not misleading, (2) it shall be necessary to amend such Registration
Statement or supplement the related prospectus to comply with the Securities
Act or the Exchange Act or the respective rules thereunder or (3) of a
Suspension by the Company in accordance with Section 3(w) hereof.


Each of the foregoing will constitute a Registration
Default whatever the reason for any such event and whether it is voluntary or
involuntary or is beyond the control of the Company or pursuant to operation of
law or as a result of any action or inaction by the Commission. Additional
Interest shall accrue on each Transfer Restricted Security over and above the
interest set forth in the title of such Transfer Restricted Security from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all such Registration Defaults have ceased to be
continuing, at a rate of 0.50% per annum (the “Additional Interest Rate”).


(b) A Registration
Default referred to in Section 6(a)(ii) hereof shall be deemed not to have
occurred and be continuing in relation to a Shelf Registration Statement or the
related prospectus if (i) such Registration Default has occurred solely as a
result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with
respect to the Company where such post-effective amendment is not yet effective
and needs to be declared effective to permit Holders to use the related prospectus
or (y) other material events with respect to the Company that would need to be
described in such Shelf Registration Statement or the related prospectus and
(ii) in the case of clause (y), the Company is proceeding promptly and in good
faith to amend or supplement such Shelf Registration Statement and related
prospectus to describe such events; provided, however, that in any case if such
Registration Default occurs for a continuous period in excess of 30 days,
Additional Interest shall be payable in accordance with the above paragraph
from the date of such Registration Default until such Registration Default
ceases.


(c) Notwithstanding the
foregoing, the Company shall not be required to pay the Additional Interest
required pursuant to paragraph (a) above to a Holder of Transfer Restricted
Securities if the applicable Registration Default arises by reason of the
failure of such Holder to provide such information as (i) the Company may
reasonably request, with reasonable prior written notice, for use in the Shelf
Registration Statement or any prospectus included therein to the extent the
Company reasonably determines that such information is required to be included
therein by applicable law, (ii) the NASD or the Commission may request in
connection with such Shelf Registration Statement or (iii) is 



 17
 









required to comply with the agreements of such Holder
contained in Section 3(a) to the extent compliance thereof is necessary for the
Shelf Registration Statement to be declared effective.


(d) Any amounts of Additional
Interest due pursuant to Section 6(a) will be payable in cash on the regular
interest payment dates with respect to the Securities. The amount of Additional
Interest will be determined by multiplying the applicable Additional Interest
Rate by the principal amount of the Securities and further multiplied by a
fraction, the numerator of which is the number of days such Additional Interest
Rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months), and the denominator of which is 360.


(e) “Transfer Restricted
Securities” means each Security until (i) the date on which such Security has
been exchanged by a person other than a broker-dealer for a freely transferable
Exchange Security in the Registered Exchange Offer, (ii) following the exchange
by a broker-dealer in the Registered Exchange Offer of an Initial Security for
an Exchange Security, the date on which such Exchange Security is sold to a
purchaser who receives from such broker-dealer on or prior to the date of such
sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, (iii) the date on which such Security has been effectively
registered under the Securities Act and disposed of in accordance with the
Shelf Registration Statement or (iv) the date on which such Security is
distributed to the public pursuant to Rule 144 under the Securities Act or is
saleable pursuant to Rule 144(k) under the Securities Act.


7. Rules 144 and 144A. The Company agrees
with each Holder, for so long as any Transfer Restricted Securities remain
outstanding and during any period in which the Company (i) is not subject to
Section 13 or 15(d) of the Exchange Act, to make available, upon request of any
Holder, to such Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities designated by such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A,
and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all
filings required thereby in a timely manner in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144.


8. Underwritten Registrations. If any of the
Transfer Restricted Securities covered by any Shelf Registration are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering (“Managing Underwriters”)
will be selected by the Holders of a majority in aggregate principal amount of
such Transfer Restricted Securities to be included in such offering and will be
reasonably acceptable to the Company. No person may participate in any
underwritten registration hereunder unless such person (i) agrees to sell such
person’s Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.



 18















9. Miscellaneous.


(a) Remedies. The Company
acknowledges and agrees that any failure by the Company to comply with its
obligations under Section 1 and 2 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company’s obligations under Sections 1 and 2 hereof.
The Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.


(b) No Inconsistent
Agreements. The Company will not on or after the date of this Agreement enter
into any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. The Company hereby represents that the rights granted to the
Holders hereunder do not conflict with and are not inconsistent with the rights
granted to the holders of the Company’s securities under any agreement in
effect on the date hereof.


(c) Amendments and
Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, except by the Company and the written consent of the Holders
of a majority in principal amount of the Securities affected by such amendment,
modification, supplement, waiver or consents; provided, however, that, with
respect to any matter that directly or indirectly adversely affects the rights
of any Holder of Transfer Restricted Securities occurring within the period in
which any Registration Statement is effective for such Holder, the Company
shall obtain the written consent of each such Holder against which such
amendment, modification, supplement, waiver, consent or departure is to be
effective. Notwithstanding the foregoing (except for the foregoing proviso), a
waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of any Holder of Securities whose
Securities are being sold or exchanged pursuant to a Registration Statement and
that does not directly or indirectly adversely affect the rights of any other
Holder of Securities may be given by Holders of at least a majority in
aggregate principal amount of the Securities being sold or exchanged by such
holders pursuant to such Registration Statement; provided, however, that the
provisions of this sentence may not be amended, modified or supplemented except
in accordance with the provisions of the immediately preceding sentence.
Without the consent of the Holder of each Security, however, no modification
may change the provisions relating to the payment of Additional Interest.


(d) Notices. All notices
and other communications provided for or permitted hereunder shall be made in
writing by hand delivery, first-class mail, facsimile transmission, or air
courier which guarantees overnight delivery:


(1) if to a Holder of the Securities, at the most
current address given by such Holder to the Company.



 19
 









(2) if to the
Initial Purchasers:


Citigroup Global Markets
Inc.


388 Greenwich Street,
34th Floor


New York, NY 10013


Fax No.: (646) 291-5209


Attention: Transaction Execution Group


and to


ABN AMRO Incorporated


55 East 52nd Street, 6th Floor

New York, NY 10055


Fax No: (212) 409-5256


Attention: Vincent Murray


with a copy to:


LeBoeuf, Lamb, Greene
& MacRae LLP


125 W. 55th St.


New York, NY 10019


Fax No.: (212) 424-8500


Attention: Gary Boss


(3) if to the Company, at its address as follows:


FBL Financial Group, Inc.


5400 University Avenue


West Des Moines, IA
50266-5997


Fax No.: (515) 225-5604


Attention: General Counsel


with a copy to:


Davis, Brown, Koehn,
Shors & Roberts, P.C. 

2500 Financial Center


Des Moines, IA 50309


Fax No.: (515) 243-0654


Attention: Donald J. Brown


All such notices and
communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; three business days after being deposited in
the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s
facsimile machine operator, if sent by facsimile transmission; and on the day
delivered, if sent by overnight air courier guaranteeing next day delivery.


(e) Third Party
Beneficiaries. The Holders shall be third party beneficiaries to the 



 20
 









agreements made hereunder between the Company, on the
one hand, and the Initial Purchasers, on the other, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.


(f) Successors and
Assigns. This Agreement shall be binding upon the Company and its successors
and assigns.


(g) Counterparts. This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


(h) Headings. The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


(i) Governing Law. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


(j) Severability. If any
one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired
thereby.


(k) Securities Held by
the Company. Whenever the consent or approval of Holders of a specified
percentage of principal amount of Securities is required hereunder, Securities
held by the Company or its affiliates (other than subsequent Holders of
Securities if such subsequent Holders are deemed to be affiliates solely by
reason of their holdings of such Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


(1) Submission to
Jurisdiction. Each of the parties hereto hereby submits to the non-exclusive
jurisdiction of the Federal and State Courts of the Borough of Manhattan in the
City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.



 21
 









If
the foregoing is in accordance with your understanding of our agreement, please
sign and return to the Company a counterpart hereof, whereupon this instrument,
along with all counterparts, will become a binding agreement among the Initial
Purchaser and the Company in accordance with its terms.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  FBL FINANCIAL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Brannen

  
	
   

  	
   

  	
  Name: 

  	
  James P. Brannen

  
	
   

  	
   

  	
  Title: 

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
  Chief Administrative Officer and Treasurer

  



 


	
  The foregoing
  Registration

  	
   

  
	
  Rights Agreement
  is hereby confirmed

  	
   

  	
   

  
	
  and accepted as
  of the date first

  	
   

  
	
  above written.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITIGROUP GLOBAL
  MARKETS INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Chandru
  Harjani

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Chandru
  Harjani

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Vice
  President

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ABN AMRO
  INCORPORATED

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Daniel G. Mohen

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Daniel G.
  Mohen

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Director

  	
   

  	
   

  	
   

  	
   

  
								



 



 22
 









ANNEX A


Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Company has agreed
that, for a period of 120 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See “Plan of Distribution.”



 23
 









ANNEX B


Each
broker-dealer that receives Exchange Securities for its own account in exchange
for Initial Securities, where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See “Plan of Distribution.”



 24
 









ANNEX C


PLAN OF
DISTRIBUTION


Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as
a result of market-making activities or other trading activities. The Company
has agreed that, for a period of 120 days after the Expiration Date, it will
make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until             ,
200  , all dealers effecting transactions in the Exchange Securities
may be required to deliver a prospectus.(1)


The
Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Securities or a combination of
such methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
such broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Securities may be deemed to be
an “underwriter” within the meaning of the Securities Act and any profit on any
such resale of Exchange Securities and any commission or concessions received
by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an “underwriter” within the meaning of the Securities Act.


For
a period of 120 days after the Expiration Date the Company will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal. The Company has agreed to pay all expenses incident to the
Exchange Offer (including the expenses of one counsel for the Holders of the
Securities) other than commissions or concessions of any brokers or dealers and
will indemnify the Holders of the Securities (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act.


In addition, the legend
required by Item 502(e) of Regulation S-K will appear on the inside front cover
page of the Exchange Offer prospectus below the Table of Contents.






(1) In addition, the
legend required by Item 502(e) of Regulation S-K will appear on the inside
front cover page of the Exchange Offer prospectus below the Table of Contents.



 25
 









ANNEX D


o   CHECK
HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE INITIAL SECURITIES FOR YOUR
OWN ACCOUNT AS A RESULT OF MARKET MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES
AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.


 o   CHECK
HERE IF YOU ARE NOT SUCH A BROKER-DEALER BUT ARE A QUALIFIED INSTITUTIONAL
BUYER OR OTHERWISE RECEIVED THE INITIAL SECURITIES IN A TRANSACTION OR SERIES
OF TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10
COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.




	
  Name:

  	
   

  
	
  Address:

  	
   

  
			






 


If the undersigned
is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities. If the
undersigned is a broker-dealer that will receive Exchange Securities for its
own account in exchange for Initial Securities that were acquired as a result
of market-making activities or other trading activities, it acknowledges that
it will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an “underwriter” within the
meaning of the Securities Act.



 26