INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE

THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, (“Instrument”), dated as of February 19, 2009, by and among the FBL Financial Group, Inc (the “Company”), LaSalle Bank National Association., as prior trustee (the “Prior Trustee”), and Commerce Bank, N.A., as successor trustee (the “Successor Trustee&rdqu o;).

 

 

 

 

 

 

 

 

 

 

NOW, THEREFORE, in consideration of the covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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1.    Resignation and Appointment. As of the date of this Instrument of Resignation, Appointment and Acceptance (the “Effective Date”): (a) the Prior Trustee resigns as Trustee, Registrar, Authenticating Agent, Paying Agent and, if applicable, escrow agent or custodian for the Notes, under the Indenture; and (b) the Successor Trustee is appointed as Trustee, Registrar, Authenticating Agent, Paying Agent and Paying Agent and, if applicable, escrow agent or custodian for the Notes, under the Indenture, and the Successor Trustee is vested with all rights, powers, trusts, privileges, d uties and obligations of the Trustee, Registrar, Authenticating Agent, Paying Agent and, if applicable, escrow agent or custodian for the Notes, under the Indenture.

 

2.    The Company's Representations and Warranties. The Company hereby represents and warrants to the Prior Trustee and the Successor Trustee that:

b.    It has not entered into any amendment or supplement to the Indenture, and the Indenture is in full force and effect;

 

c.    It is not in default of any of its obligations u nder the Indenture, and to the best of the knowledge of the Company, no event has occurred and is continuing which is, or after notice or lapse of time, or both, would become, an Event of Default under the Indenture;

 

d.    No covenant or condition contained in the Indenture has been waived by the Prior Trustee or, to the best of the knowledge of the Company, by the owners of the percentage in aggregate principal amount of the Notes required by the Indenture to effect any such waiver;

 

e.    The Indenture was validly executed and delivered by the Company and the Notes were validly issued by the Company;

 

f.    There is no action, suit, or proceeding pending, or to the best of the Company's knowledge, threatened against the Company before any court or any governmental authority arising out of any act or omission of the Company under the Indenture;

 

g.    The execution, delivery and performance of this Instrument does not and will not conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, any (i) contract, agreement, indenture or other instrument (including, without limitation, its certificate of incorporation, by-laws and/or any and all other applicable organizational documents) to which it is a party or by which it or its property is bound, or (ii) any judgment, decree or order of any court or gove rnmental agency or regulatory body or law, rule or regulation applicable to it or its property; and

 

h.    All conditions precedent in the Indenture relating to the appointment of the Successor Trustee as the successor trustee under the Indenture have been complied with by the Company.

 

j.    The Company shall give notice of such resignation of the Prior Trustee and the appointment of a successor trustee to all Holders as provided in the Indenture, as provided in Section 6.10(C) of the Indenture. The notice shall include the name of the successor trustee and the address of its Corporate Trust Office.

3.    Prior Trustee's Representations and Warranties . The Prior Trustee hereby represents and warrants to the Company and the Successor Trustee that:

 

a.    It has not entered into an amendment or supplement to the Indenture, and to the best of its knowledge, the Indenture is in full force and effect;

 

b.    No covenant or condition contained in the Indenture has been waived by the Prior Trustee or, to the best of the knowledge of the Prior Trustee, by the holders of the percentage in aggregate principal amount of the Notes required by the Indenture to effect any such waiver;

c.    There is no action, suit or proceeding pending or, to its knowledge, threatened, against the Prior Trustee before any court or governmental authority arising out of any action or omission by the Prior Trustee as t rustee under the Indenture;

 

d.    It has made, or promptly will make, available to the Successor Trustee originals, if available, or copies in its possession, of all documents relating to the trusts created by the Indenture and all information in the possession of its corporate trust administration department rel ating to the administration and status of the trusts under the Indenture;

 

e.    This Instrument has been duly authorized, executed and delivered on behalf of the Prior Trustee and constitutes its legal, valid, binding and enforceable obligation;

 

f.    As of the Effective Date, the Prior Trustee has made no advances as Trustee or Paying Agent under the Indenture for the reimbursement of which it claims or may claim a lien or charge prior to that of the holders of Notes;

 

 

h.    To the best of the knowledge of the Prior Trustee, no default of any of obligations under the Indenture has occurred, and no event has occurred and is continuing which is, or after notice or lapse of time, or both, would become, an Event of Default under the Indenture.

    

4.    Successor Trustee's Representations and Warranties. The Successor Trustee represents and warrants to the Prior Trustee and the Company that:

 

a.     ;It is qualified and eligible to serve as Trustee, Registrar, Authenticating Agent and Paying Agent under the Indenture; and

 

b.    This Instrument has been duly authorized, executed and delivered on behalf of the Successor Trustee and constitutes its legal, valid, binding and enforceable obligation.

    

< font style="">5.    Acceptance of Appointment. The Successor Trustee hereby accepts appointment as, and is eligible to act as Trustee, Registrar, Authenticating Agent, Paying Agent and, if applicable, escrow agent or custodian for the Notes, under the Indenture and accepts all rights, powers, privileges, duties, obligations, and trusts of the Prior Trustee as the Trustee, Registrar, Authenticating Agent, Paying Agent, and if applicable, escrow agent or custodian for the Notes, under and pursuant to the Indenture and agrees to be bound by all terms of the Indenture, such acceptance and agreement to be effective as of the Effective Date and subject to the terms and conditions set forth in this Instrument.

 

6.    Conveyance by Prior Trustee. The Prior Trustee hereby duly conveys, assigns, transfers and delivers to the Successor Trustee and to its successors and assigns, without recourse, but otherwise subject to the terms hereof, and upon the trusts expressed in the Indenture, all the rights, powers, privileges, obligations and trusts of the Prior Trustee as Trustee, Registrar, Authenticating Agent, Paying Agent, and if applicable, as escrow agent or custodian, under and pursuant to the Indenture and a ll property and money, if any, held by or under the control of the Prior Trustee as Trustee, Registrar, Authenticating Agent, Paying Agent, and if applicable, escrow agent or custodian, under the Indenture, together with all records and documents in any way relating thereto, including any and all right, title and interest in the Notes (including, if any, any Credit Facility then in effect). The Prior Trustee hereby agrees to transfer all money and property held by it or under its control as Trustee, Registrar, Authenticating Agent, Paying Agent, and if applicable, as escrow agent or custodian, for the Notes to the Successor Trustee.

7.    Deliveries by Prior Trustee. On or before the Effective Date, the Prior Trustee shall deliver to the Successor Trustee the following:

 

8.    Indemnification. The Company and the Prior Trustee acknowledge and agree that nothing contained in this Instrument or otherwise shall constitute an assumption by the Successor Trustee of any liability of the Prior Trustee arising out of any breach by the Prior Trustee in the performance or non-performance of the Prior Trustee's duties as Trustee, Registrar, Authenticating Agent or Paying Agent under the Indenture. The Borrower agrees to pay or indemnify, as applicable, the Successor Trustee and save the Successor Trustee harmless from and against any and all costs, claims, liabilities, losses or damages (including the fees, expenses and disbursements of the Successor Tr ustee's legal counsel and other advisors) arising out of the actions or omissions of the Prior Trustee that the Successor Trustee may suffer or incur as a result of accepting such appointment and acting as Trustee, Registrar, Authenticating Agent or Paying Agent under the Indenture. The Successor Trustee will furnish to the Borrower, promptly upon receipt, all documents with respect to any action the outcome of which would make the indemnity provided for in this paragraph operative. The Successor Trustee shall notify the Borrower in writing of any claim for which it may seek indemnity.

 

9.    Further Assurances. The Company and the Prior Trustee, for the purposes of more fully and certainly vesting in and confirming to the Successor Trustee, as successor Trustee, Registrar, Authenticating Agent and Paying Agent under the Indenture, said rights, powers, trusts, privileges, duties and obligations, agree upon reasonable request of the Company or the Successor Trustee, to execute, acknowledge and deliver such further instruments of conveyance and further assurance and to do such other things as may reasonably be required for more fully and certainly vesting and confirming to the Successor Trustee all rights, powers, trusts, privileges, duties and obligations which the Prior Trustee held under and by virtue of the Indenture.

 

 

11.    Notices. All notices, whether faxed or mailed will be deemed received when sent pursuant to the following instructions:

 

TO THE PRIOR TRUSTEE:

        

LaSalle Bank, National Association.

TO THE SUCCESSOR TRUSTEE:

        

Commerce Bank, N.A.

Attention: Merry Evans

Ph# 816 ###-###-####

Fax# 816 ###-###-####

TO THE COMPANY:

 

FBL Financial Group, Inc.    

Attn: Chief Financial Officer

5400 University Avenue

West Des Moines, IA 50266

515 ###-###-####

        

        

12.    Ratification of Indenture. In all respects not inconsistent with the terms and provisions of this Instrument, the Indenture is hereby ratified, approved and confirmed. In executing and delivering this Instrument, the Successor Trustee shall be entitled to all of the privileges and immunities afforded to the Trustee, Registrar, and Paying Agent under the terms and provisions of the Indenture.

 

13.    Effective Date. This Instrument and the resignation, appointment and acceptance effected by this Instrument shall be effective as of the Effective Date.

 

14.    Governing Law. This Instrument shall be governed by and construed in accordance with the laws of the State of New York without regard to principals of conflicts of laws.

 

15.    Counterparts. This Instrument may be executed in any number of counterparts, each of which will be an original, but such counterparts shall together constitute one and the same instrument. Copies, telecopies, facsimiles, electronic files and other reproductions of original e xecuted documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.

 

16.    Severability. In the event that any provisions of this Instrument shall be deemed invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Instrument.

 

17.    Entire Agreement. This Instrument sets forth the entire agreement of the parties with respect to its subject matter, and supersedes and replaces any and all prior contemporaneous warranties, representations or agreements, whether oral or written, with respect to the subject matter of this Instrument other than those contained in the Instrument.

 

18.    Amendments. This Instrument may not be amended or modified except by agreement set forth in a written memorandum executed by all parties to this Instrument.

 

 

IN WITNESS WHEREOF, the parties have executed this Instrument to be effective as of the day and year first above written.

 

 

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/s/ Margaret M. Muit

By: ____________________________

Name: Margaret M. Muir

Title: First Vice President

 

 

 

COMMERCE Bank, N.A.

                        as Successor Trustee

/s/ William E. Ekey

By: ____________________________

Name: William E. Ekey    

Title: Senior. Vice President    

 

 

 

FBL Financial Group, Inc.

as Company

                        

/s/ James P. Brannen