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
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/ XXXXX X. XXXXXXX
By: ___________________________________
Xxxxx X. Xxxxxxx
Its: Chief Executive Officer Date: 8/26/13
IOWA FARM BUREAU FEDERATION
(representing two-thirds of Class B Common Shares)
/S/ XXXXX X. XXXX
By: ___________________________________
Xxxxx X. Xxxx
Its: President Date: 8/26/13