AMENDMENT TO RESTATED STOCKHOLDERS AGREEMENT REGARDING MANAGEMENT AND TRANSFER OF SHARES OF CLASS B COMMON STOCK OF FBL FINANCIAL GROUP, INC. EFFECTIVE FEBRUARY 14, 2013

EX-4.2A 4 ex42a2013classbamendment.htm EXHIBIT Ex 4.2a 2013 Class B Amendment


AMENDMENT TO
RESTATED STOCKHOLDERS AGREEMENT
REGARDING MANAGEMENT AND TRANSFER OF
SHARES OF CLASS B COMMON STOCK OF
FBL FINANCIAL GROUP, INC.
EFFECTIVE FEBRUARY 14, 2013



WHEREAS, FBL Financial Group, Inc. (“FBL”) and the holders of the Class B common stock of FBL, have all entered into a stockholders agreement last restated effective February 14, 2013 (“Class B Shareholders Agreement”); and

WHEREAS, pursuant to Section 11.02 of the Class B Shareholders Agreement, the agreement may be amended in writing effective when signed by FBL and the holders of at least two-thirds of the outstanding Class B common stock; and

WHEREAS, holders of at least two-thirds of the Class B common stock and FBL wish to amend the Class B Shareholders Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the mutual promises contained in the Class B Shareholders Agreement, and other good and valuable consideration, the parties below hereby agree as follows:

1.    Effective August 26, 2013, the Class B Shareholders Agreement shall be amended by deleting Section 10 in its entirety and inserting in lieu thereof the following:

“10. Term. This agreement shall terminate upon the occurrence of any of the following events:

(a)
Cessation of the Company’s business;
(b)
The bankruptcy, receivership or dissolution of the Company;
(c)
The voluntary agreement of Stockholders who are then bound by the terms hereof and who then own at least two-thirds of the outstanding Shares of Class B Common Stock;
(d)
The effectiveness of a Sale Transaction or a Merger Transaction.”

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed by the duly authorized representatives as of the dates noted below.




[SIGNATURES ON FOLLOWING PAGE]







FBL FINANCIAL GROUP, INC.



/S/ JAMES P. BRANNEN
By:    ___________________________________        
James P. Brannen


Its:        Chief Executive Officer            Date:    8/26/13





IOWA FARM BUREAU FEDERATION
(representing two-thirds of Class B Common Shares)


/S/ CRAIG D. HILL
By:    ___________________________________        
Craig D. Hill


Its:        President                    Date:    8/26/13