<PAGE>
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FBL FINANCIAL GROUP, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Iowa 42-1411715
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5400 University Avenue, West Des Moines, Iowa 50266
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
IOWA FARM BUREAU AND AFFILIATED COMPANIES 401(k) SAVINGS PLAN
- --------------------------------------------------------------------------------
(full title of the plan)
Stephen M. Morain, Esq., 5400 University Avenue, West Des Moines, IA 50266
- --------------------------------------------------------------------------------
(Name and address of agent for service)
515-225-5410
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
COPY TO:
DONALD J. BROWN
FINANCIAL CENTER, 666 WALNUT STREET, SUITE 2500, DES MOINES, IOWA 50309-3993
- --------------------------------------------------------------------------------
(Name and address)
(515) 288-2500
- --------------------------------------------------------------------------------
(Telephone number)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Proposed Proposed Amount of
Title of securities Amount to be maximum offering maximum aggregate registration
to be registered registered price per unit (1) offering price fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common 115,000 $18.3125 $2,105,937.50 $727.00
Stock of FBL shares
Financial Group,
Inc. (2)
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Average of the high and low prices reported by the New York Stock
Exchange on July 19, 1996.
(2) This registration statement also relates to an indeterminate number of
interests in Iowa Farm Bureau and Affiliated Companies 401(k) Savings Plan,
in which FBL Financial Group, Inc. is a participating employer, with respect
to the rights of participants to direct investment in shares of Class A
Common Stock of FBL Financial Group, Inc.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The purpose of this Registration Statement is to register Class A Common
Stock of FBL Financial Group, Inc. and participations in the Iowa Farm Bureau
and Affiliated Companies 401(k) Savings Plan, (the "Plan") permitting
employees to direct the investment of their accounts in Class A Common Stock
of FBL Financial Group, Inc. (the "Company") purchased in the open market.
The documents containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents
are not being filed with the Commission either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by reference
in the registration statement. All documents subsequently filed by the Company
or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the date of
filing of such documents.
(a) The Company's latest prospectus filed pursuant to Rule 424(b) dated
July 19, 1996 and filed with the Commission on July 19, 1996 and the Plan's
latest annual report for the year ended December 31, 1995, filed herewith as
Exhibit 99.1.
(b) Not Applicable.
(c) The description of Common Stock contained in the Company's
registration statement filed with the Commission on Form 8-A under Section 12 of
the Exchange Act, on July 11, 1996, effective July 19, 1996, incorporated by
reference to the Company's registration statement under the Securities Act of
1933 on Form S-1, file number 333-4332, effective July 18, 1996.
ITEM 4. DESCRIPTION OF SECURITIES.
Incorporated by reference to Item 3(c).
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 851 and 856 of the Iowa Business Corporation Act provide that a
corporation has the power to indemnify its directors and officers against
liabilities and expenses incurred by reason of such person serving in the
capacity of director or officer, if such person has acted in good faith and in
a manner reasonably believed by the individual to be in or not opposed to the
best interests of the corporation, and in any criminal proceeding if such person
had no reasonable cause to believe the individuals' conduct was unlawful. The
foregoing indemnity provisions notwithstanding, in the case of actions brought
by or in the right of the corporation, no indemnification shall be made to such
director or officer with respect to any matter as to which such individual has
been adjusted to be liable to the corporation unless, and only to the extent
that, a court determines that indemnification is proper under the circumstances.
Article VIII of the Company's Restated Articles of Incorporation provide
that the Company shall indemnify its directors to the fullest extent possible
under the Iowa Business Corporation Act. Article V of the Company's Restated
By-laws extends the same indemnity to its officers. Article VII of the Articles
provides that no director shall be liable to the Company or its stockholders for
monetary damages for breach of the individual's fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
any transaction in which the director derived an improper personal benefit, or
(iv) under the Iowa Business Corporation Act provisions relating to improper
distributions.
The Company maintains a directors' and officers' liability insurance policy
to insure against losses arising from claims made against its directors and
officers, subject to the limitations and conditions set forth in the policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4. Iowa Farm Bureau Federation and Affiliated Companies 401(k) Savings
Plan as amended and restated effective January 1, 1996.
5.1 Opinion of Davis, Brown, Koehn, Shors & Roberts, P.C. regarding the
legality of the shares being registered.
The Company has submitted the Plan to the Internal Revenue Service and
hereby undertakes to submit any amendment thereto to the Internal Revenue
Service in a timely manner and to make all changes required by the Internal
Revenue Service in order to qualify and continue the qualification of the Plan.
23.1 Consent of Ernst & Young LLP dated July 15, 1996.
23.2 Consent of Davis, Brown, Koehn, Shors & Roberts, P.C. (contained in
opinion filed as Exhibit 5.1).
<PAGE>
24. Powers of Attorney (contained on signature pages hereto).
99.1 Iowa Farm Bureau Federation and Affiliated Companies 401(k) Savings
Plan Financial Statements and Schedules for years ended December 31, 1995 and
1994.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes: (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement. (2)
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. (3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement or amendment thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of West
Des Moines, State of Iowa, on July 19, 1996.
FBL Financial Group, Inc.
By: /s/ Edward M. Wiederstein
-----------------------------------------
Edward M. Wiederstein
CHAIRMAN OF THE BOARD
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated. Each of the
undersigned directors and officers of FBL Financial Group, Inc. (the
"Company"), do hereby constitute and appoint Edward M. Weiderstein, or Thomas
R. Gibson, or Stephen M. Morain, or Eugene R. Maahs, or any of them, our true
and lawful attorneys and agents to sign an amendment to the Registration
Statement on Form S-8 filed with the Securities and Exchange Commission, and
to do any and all acts and things and to execute any and all instruments for
us and in our names in the capacities indicated below, which said attorneys
and agents, or any one of them, may deem necessary or advisable to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission, in
connection with such Registration Statement, including specifically, but
without limitation, power and authority to sign for us or any of us in our
names and in the capacities indicated below, any and all amendments
(including post-effective amendments) thereto; and we do hereby ratify and
confirm all that the said attorneys and agents, or any of them shall do or
cause to be done by virtue of this power of attorney.
Executed below by the following persons in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
--------- ----- ----
Executive Vice President,
/s/ Thomas R. Gibson General Manager, Chief July 19, 1996
- ---------------------- Executive Officer, and Director
Thomas R. Gibson (Principal Executive Officers)
/s/ James W. Noyce Vice President, Chief Financial
- ---------------------- Officer (Principal Financial and July 19, 1996
James W. Noyce Accounting Officer)
/s/ Edward M. Wiederstein
- ---------------------- Chairman of the Board and
Edward M. Wiederstein Director July 19, 1996
/s/ Eugene R. Maahs Senior Vice President,
- ---------------------- Secretary, Treasurer and July 19, 1996
Eugene R. Maahs Director
/s/ Stephen M. Morain
- ---------------------- Senior Vice President, General
Stephen M. Morain Counsel and Director July 19, 1996
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
person or persons in the capacities and on the dates indicated. Each of the
undersigned directors and officers of FBL Financial Group, Inc. (the "Company"),
do hereby constitute and appoint Edward M. Wiederstein, or Thomas R. Gibson, or
Stephen M. Morain, or Eugene R. Maahs, or any of them, our true and lawful
attorneys and agents to sign an amendment to the Registration Statement on Form
S-8 filed with the Securities and Exchange Commission, and to do any and all
acts and things and to execute any and all instruments for us and in our names
in the capacities indicated below, which said attorneys and agents, or any one
of them, may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with such
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names and in the capacities
indicated below, any and all amendments (including post-effective amendments)
thereto; and we do hereby ratify and confirm all that the said attorneys and
agents, or any of them shall do or cause to be done by virtue of this power of
attorney.
Executed below by the following persons in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ V. Thomas Geary
- ---------------------- First Vice Chair and Director July 19, 1996
V. Thomas Geary
/s/ Roger Bill Mitchell
- ---------------------- Second Vice Chair and July 19, 1996
Roger Bill Mitchell Director
/s/ Jerry L. Chicoine
- ---------------------- Director July 19, 1996
Jerry L. Chicoine
/s/ Al Christopherson
- ---------------------- Director July 19, 1996
Al Christopherson
/s/ John W. Creer
- ---------------------- Director July 19, 1996
John W. Creer
/s/ Kenny J. Evans
- ---------------------- Director July 19, 1996
Kenny J. Evans
/s/ Gary Hall
- ---------------------- Director July 19, 1996
Gary Hall
/s/ Karen J. Henry
- ---------------------- Director July 19, 1996
Karen J. Henry
/s/ Richard Kjerstad
- ---------------------- Director July 19, 1996
Richard Kjerstad
/s/ David L. McClure
- ---------------------- Director July 19, 1996
David L. McClure
<PAGE>
/s/ H. Eldon Merklin
- ---------------------- Director July 19, 1996
H. Eldon Merklin
/s/ Bryce P. Neidig
- ---------------------- Director July 19, 1996
Bryce P. Neidig
/s/ Howard D. Poulson
- ---------------------- Director July 19, 1996
Howard D. Poulson
/s/ Howard G. Schmid
- ---------------------- Director July 19, 1996
Howard G. Schmid
/s/ John J. Van Sweden
- ---------------------- Director July 19, 1996
John J. Van Sweden
/s/ John E. Walker
- ---------------------- Director July 19, 1996
John E. Walker
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 19 day of July, 1996.
/s/ Edward M. Wiederstein
-------------------------------------
Edward M. Wiederstein, Trustee
/s/ Eugene R. Maahs
--------------------------------------
Eugene R. Maahs, Trustee
IOWA FARM BUREAU FEDERATION AND AFFILIATED
COMPANIES 401(k) SAVINGS PLAN
By: Iowa Farm Bureau Federation
(Administrator of the Plan)
By: /s/ Edward M. Wiederstein
----------------------------------
Edward M. Wiederstein, President
By: /s/ Eugene R. Maahs
----------------------------------
Eugene R. Maahs, Secretary and
Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number
4. Iowa Farm Bureau Federation and Affiliated Companies 401(k)
Savings Plan as amended and restated effective January 1, 1996.
5.1 Opinion of Davis, Brown, Koehn, Shors & Roberts, P.C. regarding the
legality of the shares being registered.
23.1 Consent of Ernst & Young LLP dated July 15, 1996.
23.2 Consent of Davis, Brown, Koehn, Shors & Roberts, P.C. (contained in
opinion filed as Exhibit 5.1).
24. Powers of Attorney (contained on signature pages hereto).
99.1 Iowa Farm Bureau Federation and Affiliated Companies 401(k) Savings
Plan Financial Statements and Schedules for years ended December 31,
1995 and 1994.
<PAGE>
IOWA FARM BUREAU FEDERATION
AND AFFILIATED COMPANIES
401(K) SAVINGS PLAN
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE I ESTABLISHMENT
- --------- -------------
Section 1.1 Purpose. . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 Effective Date . . . . . . . . . . . . . . . . . . . . . 1
Section 1.3 Defined Terms and Interpretation . . . . . . . . . . . . 1
ARTICLE II PARTICIPATION
- ---------- -------------
Section 2.1 Initial Participation. . . . . . . . . . . . . . . . . . 2
Section 2.2 Participation Upon Reemployment. . . . . . . . . . . . . 2
ARTICLE III CONTRIBUTIONS
- ----------- -------------
Section 3.1 Employee Salary Deferrals. . . . . . . . . . . . . . . . 3
Section 3.2 Actual Deferral Percentage Test. . . . . . . . . . . . . 4
Section 3.3 Matching Contributions . . . . . . . . . . . . . . . . . 4
Section 3.4 Actual Contribution Percentage Test. . . . . . . . . . . 5
Section 3.5 Profit Sharing Contributions . . . . . . . . . . . . . . 5
Section 3.6 Employer Deduction Limitation. . . . . . . . . . . . . . 6
Section 3.7 After-Tax Contributions. . . . . . . . . . . . . . . . . 6
Section 3.8 Rollover Contributions . . . . . . . . . . . . . . . . . 6
Section 3.9 Treatment of Employer Contributions. . . . . . . . . . . 7
ARTICLE IV ALLOCATIONS, VALUATION AND VESTING
- ---------- ----------------------------------
Section 4.1 Allocation of Contributions. . . . . . . . . . . . . . . 8
Section 4.2 Allocation Limitations . . . . . . . . . . . . . . . . . 9
Section 4.3 Valuation. . . . . . . . . . . . . . . . . . . . . . . . 11
Section 4.4 Vesting. . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 4.5 Forfeitures. . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE V DISTRIBUTIONS
- --------- -------------
Section 5.1 Timing of Distributions. . . . . . . . . . . . . . . . . 12
Section 5.2 Forms of Distributions . . . . . . . . . . . . . . . . . 13
Section 5.3 Death. . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.4 Location of Participant. . . . . . . . . . . . . . . . . 14
Section 5.5 Hardship . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.6 Rollovers to Other Plans or IRAs . . . . . . . . . . . . 16
ARTICLE VI LOANS
- ---------- -----
Section 6.1 Availability of Loans. . . . . . . . . . . . . . . . . . 18
Section 6.2 Amount of Loans. . . . . . . . . . . . . . . . . . . . . 18
i
<PAGE>
Section 6.3 Terms and Conditions of Loans. . . . . . . . . . . . . . 18
ARTICLE VII PLAN ADMINISTRATION
- ----------- -------------------
Section 7.1 The Plan Administrator, Named Fiduciary, and
Agent for Legal Process. . . . . . . . . . . . . . . . . 20
Section 7.2 The Committee. . . . . . . . . . . . . . . . . . . . . . 20
Section 7.3 Powers and Duties. . . . . . . . . . . . . . . . . . . . 20
Section 7.4 Organization and Operation . . . . . . . . . . . . . . . 20
Section 7.5 Claims Procedure . . . . . . . . . . . . . . . . . . . . 21
Section 7.6 Records and Reports. . . . . . . . . . . . . . . . . . . 22
Section 7.7 Remuneration . . . . . . . . . . . . . . . . . . . . . . 22
Section 7.8 Liability and Indemnification. . . . . . . . . . . . . . 22
Section 7.9 Reliance on Statements . . . . . . . . . . . . . . . . . 23
ARTICLE VIII TRUST ADMINISTRATION
- ------------ --------------------
Section 8.1 Establishment of Trust . . . . . . . . . . . . . . . . . 24
Section 8.2 Trust Payments . . . . . . . . . . . . . . . . . . . . . 24
Section 8.3 Basic Responsibilities of the Trustee. . . . . . . . . . 24
Section 8.4 Investment Powers and Duties of the Trustee. . . . . . . 24
Section 8.5 Other Powers of the Trustee. . . . . . . . . . . . . . . 25
Section 8.6 Duties of the Trustee Regarding Payments . . . . . . . . 27
Section 8.7 Trustee's Compensation and Expenses and Taxes. . . . . . 28
Section 8.8 Annual Report of the Trustee . . . . . . . . . . . . . . 28
Section 8.9 Audit. . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.10 Resignation, Removal and Succession of the Trustee . . . 29
Section 8.11 Transfer of Interest . . . . . . . . . . . . . . . . . . 30
Section 8.12 Participant Voting Rights. . . . . . . . . . . . . . . . 31
Section 8.13 Reversion. . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE IX AMENDMENT, TERMINATION AND MERGER
- ---------- ---------------------------------
Section 9.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.2 Termination. . . . . . . . . . . . . . . . . . . . . . . 32
Section 9.3 Merger, Consolidation or Transfer. . . . . . . . . . . . 32
ARTICLE X TOP HEAVY PLANS
- --------- ---------------
Section 10.1 Top Heavy Plan Year. . . . . . . . . . . . . . . . . . . 33
Section 10.2 Minimum Benefit. . . . . . . . . . . . . . . . . . . . . 33
Section 10.3 Code Section 415 Changes . . . . . . . . . . . . . . . . 34
Section 10.4 Minimum Vesting. . . . . . . . . . . . . . . . . . . . . 34
ARTICLE XI GENERAL PROVISIONS
- ---------- ------------------
Section 11.1 Governing Law. . . . . . . . . . . . . . . . . . . . . . 35
ii
<PAGE>
Section 11.2 Power to Enforce . . . . . . . . . . . . . . . . . . . . 35
Section 11.3 Alienation of Benefits . . . . . . . . . . . . . . . . . 35
Section 11.4 Not an Employment Contract . . . . . . . . . . . . . . . 35
Section 11.5 Discretionary Acts . . . . . . . . . . . . . . . . . . . 35
Section 11.6 Interpretation . . . . . . . . . . . . . . . . . . . . . 36
ARTICLE XII DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . 37
- ----------- -----------
iii
<PAGE>
ARTICLE I--ESTABLISHMENT
------------------------
SECTION 1.1 PURPOSE.
The primary purpose of the Plan is to provide retirement benefits to
Participants. The Plan is intended to be a defined contribution plan which
is qualified under Section 401(a) of the Code, and the Trust is intended to
be exempt from tax under Section 501(a) of the Code. Additionally the Plan
is intended to be a profit sharing plan that permits cash or deferred
contributions under Section 401(k) of the Code.
SECTION 1.2 EFFECTIVE DATE.
The Plan is effective January 1, 1987. The effective date of this
restatement (unless otherwise provided) is also January 1, 1987. Except as
otherwise provided under the Code or ERISA, the rights of any Employee
whose employment has terminated (or the rights of any beneficiary or Spouse
of the Employee) shall be determined under the provisions of the Plan, if
any, which were in effect on the date such employment terminated, unless a
subsequently adopted provision of the Plan is made specifically applicable
to such Employee. The Plan and Trust are intended to comply with the
provisions of the Act.
SECTION 1.3 DEFINED TERMS AND INTERPRETATION.
(a) Throughout the Plan certain words and phrases have meanings which are
specifically defined for purposes of the Plan. These words and phrases
can be identified in that the first letter of the word or phrase is
capitalized. The definitions of these words and phrases are set forth
in Article XII, hereof.
(b) The words "hereof," "herein," "hereunder," and other similar compounds
of the word "here" shall mean and refer to the entire document and not
to any particular provisions. The titles and headings of the
provisions in this document are inserted merely for convenience of
reference and shall be given no legal effect.
(c) Wherever appropriate, pronouns of any gender shall be deemed
synonymous as shall singular and plural pronouns.
1
<PAGE>
ARTICLE II--PARTICIPATION
-------------------------
SECTION 2.1 INITIAL PARTICIPATION.
Each Eligible Employee who was employed on or before December 31, 1987
shall become a Participant in the Plan as of their employment date. Each
other Eligible Employee shall become a Participant in the Plan on the Entry
Date (if employed on that date) coincident with or immediately following
the later of his attainment of age 21 or one (1) Year of Service.
With respect to participation in profit sharing contributions under Section
3.5, Agency Managers and Assistant Agency Managers shall be eligible and
shall become a Participant with respect to those contributions on the Entry
Date (if employed on that date) coincident with or immediately following
the later of his attainment of age 21 or two (2) Years of Service.
SECTION 2.2 PARTICIPATION UPON REEMPLOYMENT.
A Participant whose employment terminates shall reenter the Plan as a
Participant on his date of reemployment. An Eligible Employee who has
satisfied the requirements set forth in Section 2.1, but who terminates
employment prior to becoming a Participant shall become a Participant in
the Plan on the later of the Entry Date on which he would have entered the
Plan had he not terminated employment or the date of his reemployment. An
Eligible Employee who terminates employment prior to satisfying the
eligibility requirements set forth in Section 2.1 shall become a
Participant in accordance with the provisions of Section 2.1.
2
<PAGE>
ARTICLE III--CONTRIBUTIONS
--------------------------
SECTION 3.1 EMPLOYEE SALARY DEFERRALS.
(a) A Participant may elect, in writing, to defer a portion of his
Compensation during a Plan Year. The amount of such deferral shall not
be less than one percent (1%). Additionally, a Participant's unused
Flexible Credits for a Plan Year shall be deferred pursuant to the
Flexible Benefit Plan. The deferral of Flexible Credits, when
aggregated with the Participant's deferral of Compensation shall not
however exceed twenty-five percent (25%) of the Participant's 415
Compensation for the Plan Year. This written election must be
delivered to the Committee no later than fifteen (15) days prior to
the Participant's Entry Date.
(b) A Participant who has made an election under Section 3.1(a), may
change such election, in writing, no more than once each calendar
quarter. Such written notice of a change must be delivered to the
Committee no later than fifteen (15) days prior to the first day of
the payroll period for which the change is effective.
(c) If a Participant has made an election under Section 3.1(a) or changed
his election under Section 3.1(b), such election shall remain in
effect in all subsequent Plan Years until such time as the Participant
changes his election.
(d) Any election to defer Compensation under this Section 3.1 shall be in
a form and manner determined by the Committee.
(e) A Participant's Salary Deferral Contributions made under this Plan and
all other qualified plans, contracts or arrangements maintained by the
Employer shall not exceed, during any taxable year, the dollar
limitation imposed by Section 402(g) of the Code, as in effect at the
beginning of such taxable year. This dollar limitation shall be
adjusted pursuant to the method provided in Section 402(g)(5) of the
Code.
(f) In the event the amount of a Participant's Salary Deferral
Contributions exceeds the amount referred to in Section 3.1(e) with
respect to any Participant's taxable year, such excess amount
(including income allocable thereto) shall be returned to the
Participant no later than April 15 of the taxable year following the
taxable year in which such excess amount was deferred.
(g) In the event a Participant is also a participant in (i) another
qualified cash or deferred arrangement (as defined in Code Section
401(k)), (ii) a simplified employee pension plan (as defined in Code
Section 408(k)), or (iii) a salary reduction arrangement (as defined
in Code Section 3121(a)(5)(D)), and the elective deferrals, as defined
in Code Section 402(g)(3), made under such other arrangement(s) and
this Plan exceed the dollar amount referred to in Section 3.1(e) with
respect to the Participant's taxable year, the Participant may, not
later than March 1 following the end of the taxable year, notify the
Committee in writing of such excess allocable to this Plan, and
request
3
<PAGE>
that a specific amount of his Salary Deferral Contributions (and
income allocable thereto) be returned no later than April 15 of the
taxable year following the taxable year in which such amount was
deferred.
(h) Notwithstanding any Plan provision to the contrary, effective January
1, 1994, no Participant shall be permitted to elect to defer a portion
of his Compensation and no additional Employee Salary Deferrals shall
be permitted to be made under the Plan.
SECTION 3.2 ACTUAL DEFERRAL PERCENTAGE TEST.
(a) As of the last day of each Plan Year, the Committee shall determine
the Actual Deferral Percentage for the Highly Compensated Group and
the Actual Deferral Percentage for the Non-Highly Compensated Group.
In the event the Actual Deferral Percentage for the Highly Compensated
Group shall exceed the maximum amount permitted by this Section
3.2(a), the amount of the Salary Deferral Contributions allocated to
the Deferral Account of each Participant in the Highly Compensated
Group for that Plan Year shall be reduced in accordance with Section
3.2(c). For each Plan Year, the Actual Deferral Percentage for the
Highly Compensated Group may not exceed an amount equal to the greater
of:
(1) 1.25 multiplied by the Actual Deferral Percentage for the Non-
Highly Compensated Group; or
(2) the Actual Deferral Percentage for the Non-Highly Compensated
Group plus two percentage points, provided that the Actual
Deferral Percentage for the Highly Compensated Group is not more
than two (2) times the Actual Deferral Percentage for the Non-
Highly Compensated Group.
(b) However, if necessary in order to prevent the "multiple use" as
described in Section 401(m)(9)(A) of the Code, of the alternative
described in Section 3.2(a)(2), certain Participants who are members
of the Highly Compensated Group, shall have their actual deferral
ratios reduced pursuant to Regulation 1.401(m)-2, the provisions of
which are incorporated herein by reference.
(c) In the event the Committee determines that the limitation imposed by
Section 401(k)(3) of the Code and Section 3.2(a) has been exceeded,
the Committee shall make a distribution of excess Salary Deferral
Contributions (including income allocable thereto) no later than the
last day of the Plan Year following the Plan Year in which the Salary
Deferral Contributions were made. This distribution of excess Salary
Deferral Contributions shall be made in the manner described in
Section 401(k)(8) of the Code.
SECTION 3.3 MATCHING CONTRIBUTIONS.
Each Plan Year the Employer may contribute a Matching Contribution to the
Trust. The Matching Contribution shall be equal to a percent of the
aggregate amount of Compensation
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and Flexible Credits contributed to each Participant's Deferral Account for
such Plan Year. This percentage shall be determined with respect to each
Plan Year prior to the beginning of such Plan Year by the Board of
Directors in its sole discretion.
SECTION 3.4 ACTUAL CONTRIBUTION PERCENTAGE TEST.
(a) As of the last day of each Plan Year, the Committee shall determine
the Actual Contribution Percentage for the Highly Compensated Group
and the Actual Contribution Percentage for the Non-Highly Compensated
Group. In the event the Actual Contribution Percentage for the Highly
Compensated Group shall exceed the maximum amount permitted by this
Section 3.4(a), the amount of the After-Tax Contribution or Matching
Contribution made by or on behalf of each Participant in the Highly
Compensated Group for that Plan Year shall be reduced in accordance
with Section 3.4(c). For each Plan Year, the Actual Contribution
Percentage for the Highly Compensated Group may not exceed an amount
equal to the greater of:
(1) 1.25 multiplied by the Actual Contribution Percentage for the
Non-Highly Compensated Group; or
(2) the Actual Contribution Percentage for the Non-Highly Compensated
Group plus two (2) percentage points, provided that the Actual
Contribution Percentage for the Highly Compensated Group is not
more than two (2) times the Actual Contribution Percentage for
the Non-Highly Compensated Group.
(b) However, if necessary in order to prevent the "multiple use", as
described in Section 401(m)(9)(A) of the Code, or the alternative
described in Section 3.4(a)(2), certain Participants who are members
of the Highly Compensated Group shall have their actual contribution
ratios reduced pursuant to Regulation 1.401(m)-2, the provisions of
which are incorporated herein by reference.
(c) In the event the Committee determines that the limitation imposed by
Section 3.4(a) has been exceeded, the Committee shall make a
distribution of excess After-Tax Contributions (including income
allocable through the December 31 of the Plan Year during which the
After-Tax Contributions were made) and/or Matching Contributions
(including income allocable through the December 31 of the Plan Year
during which the Matching Contributions were made) no later than the
last day of the Plan Year following the Plan Year in which such After-
Tax Contributions and Matching Contributions were made. The
distribution of excess After-Tax Contributions and Matching
Contributions shall be made in the manner described in Section
401(m)(6) of the Code.
SECTION 3.5 PROFIT SHARING CONTRIBUTIONS.
Each Plan Year the Employer may make a Profit Sharing Contribution to the
Trust. This contribution shall be in addition to the Matching Contribution
made under Section 3.3. The
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amount of the Profit Sharing Contribution shall be determined for each Plan
Year by the Board of Directors. Eligibility for such contributions shall
be limited to Participants who are Agency Managers or Assistant Agency
Managers. The Board of Directors shall set forth the contribution as a
percentage of that portion of Compensation which consists of base salary,
a percentage of that portion of Compensation which consists of mutual
overwrite commissions, and a percentage of that portion of Compensation
which consists of first year life overwrite commissions.
SECTION 3.6 EMPLOYER DEDUCTION LIMITATION.
In no event shall the sum of Salary Deferral Contributions, Matching
Contributions and Profit Sharing Contributions for any Plan Year exceed the
amount deductible for such Plan Year under Section 404 of the Code.
SECTION 3.7 AFTER-TAX CONTRIBUTIONS.
(a) A Participant may elect, in writing, to contribute a portion of his
Compensation during a Plan Year as an After-Tax Contribution. The
amount of such contributions shall not be less than one percent (1%),
nor more than twenty percent (20%). This written election must be
delivered to the Committee no later than fifteen (15) days prior to
the Participant's Entry Date.
(b) A Participant who has made an election under Section 3.7(a), may
change such election, in writing, no more than once each calendar
quarter. Such written notice of a change must be delivered to the
Committee no later than fifteen (15) days prior to the first day of
the payroll period for which the change is effective.
(c) If a Participant has made an election under Section 3.7(a), or changed
his election under Section 3.7(b), such election shall remain in
effect in all subsequent Plan Years until such time as the Participant
changes his election.
(d) Any election to contribute Compensation on an after-tax basis under
this Section 3.7 shall be in a form and manner determined by the
Committee. After-Tax Contributions shall be made only through payroll
withholding.
SECTION 3.8 ROLLOVER CONTRIBUTIONS.
(a) An Employee eligible to participate in the Plan, regardless of whether
he has satisfied the participation requirements of Section 2.1, who,
as a result of a plan termination, termination of employment,
disability, or attainment of age 59 1/2, has had distributed to him
within one (1) taxable year, his entire interest from another plan
which qualifies under Section 401(a) of the Code may, in accordance
with procedures approved by the Committee, transfer the distribution
received from such plan to the Trustee provided the following
conditions are met:
(1) the transfer occurs on or before the 60th day following such
Employee's
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receipt of the distribution from such other plan or, if such
distribution had previously been deposited in an Individual
Retirement Account (as defined in Section 408 of the Code), the
transfer occurs on or before the 60th day following such
Employee's receipt of such distribution plus earnings thereon
from his Individual Retirement Account;
(2) distribution from such other plan qualified as a lump sum
distribution within the meaning of Section 402(e)(4)(A) of the
Code, or as a distribution incident to a plan termination for
which a rollover to an Individual Retirement Account is allowed
under Subsection 402(a)(5)(A) of the Code.
(b) The Committee shall develop such procedures, and may require such
information from an Employee desiring to make such a rollover, as the
Committee deems necessary or desirable to determine that the proposed
rollover will meet the requirements of this Section 3.8. Upon approval
by the Committee, the amount rolled over shall be deposited in the
Trust and shall be credited to his Rollover Account. Such account
shall share in income allocations in accordance with Section 4.3, but
shall not share in Employer contribution allocations. Upon
termination of employment, the total amount of the Employee's Rollover
Account shall be distributed in accordance with Article V.
(c) Upon such a transfer by an Employee who is otherwise eligible to
participate in the Plan but who has not yet completed the
participation requirements of Section 2.1, his Rollover Account shall
represent his sole interest in the Plan until he becomes a
Participant.
SECTION 3.9 TREATMENT OF EMPLOYER CONTRIBUTIONS.
For purposes of satisfying the actual deferral percentage test, as set
forth in Section 3.2, the Employer may elect to treat Matching
Contributions as qualified matching contributions in the manner set forth
in Sections 401(k) and 401(m) of the Code, and the regulations thereunder.
Additionally, the Employer may elect to treat Profit Sharing Contributions
as qualified nonelective contributions in the manner set forth in Section
401(k) of the Code, and the regulations thereunder.
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ARTICLE IV--ALLOCATIONS. VALUATION
----------------------------------
AND VESTING
-----------
SECTION 4.1 ALLOCATION OF CONTRIBUTIONS.
(a) If a Participant elects under Section 3.1 to defer a portion of his
Compensation, the Employer shall allocate a Salary Deferral
Contribution to the Participant's Deferral Account in an amount equal
to the amount such Participant has elected to defer. The Salary
Deferral Contribution shall be made no later than sixty (60) days
following the close of the payroll period with respect to which the
Participant has elected to defer a portion of his Compensation.
(b) As of the Valuation Date, Matching Contributions made under Section
3.3 shall be allocated to the Employer Contribution Account of each
Participant electing to defer a portion of his Compensation or
Flexible Credits under Section 3.1. The amount allocated to a
Participant shall equal the amount contributed to the Trust with
respect to such Participant under Section 3.3.
(c) Profit Sharing Contributions made under Section 3.5 shall be allocated
to each eligible Participant's Profit Sharing Account according to the
percentages set by the Board of Directors of the types of
Compensation earned during the Plan Year. Only Compensation earned
after a Participant's Entry Date shall be counted for purposes of
contributions. A Participant does not have to have a minimum number
of Hours of Service or be employed on the last day of a Plan Year to
have Profit Sharing Contributions allocated to his account.
In the event an allocation of a Profit Sharing Contribution to the
account of a Highly Compensated Employee would result in any
violation of Section 401(a)(4) or Section 410(b) of the Code, or would
result in any denial of a tax deduction under Section 404 of the Code
with respect to the Plan Year for which the contribution is to be
made, the allocation to such Participant's account shall be reduced
accordingly in such a manner that any such violation or denial of tax
deduction shall not occur. The overall contribution made by the
Employer shall be reduced in any such case and shall not be paid to
the Plan.
(d) To enable the Committee to make allocations under this Section 4.1 the
Employer will provide the Committee, from time to time, a list of
Employees eligible to receive an allocation for such Plan Year,
together with any other information the Committee deems necessary.
(e) For any Plan Year which is a short plan year of less than twelve (12)
full months in duration, the 1,000 Hours of Service requirement, in
Section 4.1(c), shall be prorated by multiplying 1,000 hours by the
fraction consisting of the number of months in the short plan year
over twelve (12).
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(f) Notwithstanding Sections 4.1(b), if the Employer elects to treat
Matching Contributions and Profit Sharing Contributions as qualified
matching and nonelective contributions under Section 3.9, the
allocation of these contributions shall be made in the manner set
forth in Code Sections 401(k).
(g) If a Participant elects under Section 3.7 to contribute a portion of
his Compensation as an After-Tax Contribution, such After-Tax
Contribution shall be allocated to the Participant's After-Tax
Contribution in an amount equal to the amount such Participant has
elected to contribute. The After-Tax Contribution shall be paid to
the Trustee as soon as administratively feasible, but in any event, no
later than sixty (60) days following the close of the payroll period
with respect to which the Participant has elected to contribute a
portion of his Compensation.
SECTION 4.2 ALLOCATION LIMITATIONS.
(a) ONE OR MORE DEFINED CONTRIBUTION PLANS. If the Employer does not
maintain any other qualified retirement plan, the amount of Annual
Additions which may be allocated under the Plan on behalf of a
Participant for a Limitation Year shall not exceed the lesser of the
Maximum Permissible Amount or any other limitation contained in the
Plan. Prior to the determination of the Participant's actual 415
Compensation for a Limitation Year, the Maximum Permissible Amount may
be determined on the basis of the Participant's estimated annual 415
Compensation for such Limitation Year. Such estimated annual 415
Compensation shall be determined on a reasonable basis and shall be
uniformly determined for all Participants similarly situated. Any
Employer contributions which are based on estimated annual 415
Compensation shall be reduced by any Excess Amounts carried over from
prior years.
As soon as is administratively feasible after the end of the Plan
Year, the Maximum Permissible Amount for such Plan Year shall be
determined on the basis of the Participant's actual 415 Compensation
for such Limitation Year. If as a result of the allocation of
forfeitures, a reasonable error in estimating a Participant's 415
Compensation, or other facts and circumstances to which Regulation
Section 1.415-6(b)(6) shall apply, there is an Excess Amount with
respect to a Participant for the Limitation Year, such amount shall
first be reduced by refunding After-Tax Contributions, if any, and
earnings to the Participant, and if an Excess Amount still exists
after refunding such After-Tax Contributions and earnings, such
remaining amount will be held in a suspense account. The amount in the
suspense account will be used in the next Limitation Year (and
succeeding Limitation Years if necessary) to reduce Matching
Contributions for that Participant if that Participant is covered by
the Plan as of the end of the Limitation Year and is due a Matching
Contribution. If the Participant is not covered or is not due a
Matching Contribution, the suspense account shall be allocated and
reallocated in the next Limitation Year (and succeeding Limitation
Years if necessary) by using one of the other methods available under
Regulation Section 1.415-6(b)(6).
If a suspense account is in existence at any time during the Plan Year
pursuant to this
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Section 4.2, it will not participate in the allocation of investment
gains and losses of the Trust.
If, in addition to the Plan, the Employer maintains any other
qualified defined contribution plan, the amount of Annual Additions
which may be allocated under the Plan on behalf of a Participant for a
Limitation Year, shall not exceed the lesser of:
(1) the Maximum Permissible Amount, reduced by the sum of any Annual
Additions allocated to the Participant's accounts for the same
Limitation Year under such other defined contribution plan(s); or
(2) any other limitation contained in this Section 4.2.
If a Participant's Annual Additions under this Plan and all such other
plans result in an Excess Amount, such Excess Amount shall be deemed
to consist of the amounts last allocated. If an Excess Amount was
allocated to a Participant on an allocation date of another plan, the
Excess Amount attributed to the Plan will be the product of:
(1) the total Excess Amount allocated as of such date (including any
amount which would have been allocated but for the limitations of
Section 415 of the Code), multiplied by:
(2) the quotient of
i. the amount allocated to the Participant as of such date
under the Plan, divided by
ii. the total amount allocated as of such date under all
qualified defined contribution plans (determined without
regard to the limitations of Section 415 of the Code).
(b) ONE OR MORE DEFINED CONTRIBUTION PLANS AND ONE OR MORE DEFINED BENEFIT
PLANS. If the Employer maintains one or more defined contribution
plans and one or more defined benefit plans, the sum of the Defined
Contribution Plan Fraction and the Defined Benefit Plan Fraction
cannot exceed one (1) for any Limitation Year.
For purposes of this Section 4.2(b), employee contributions to a
qualified defined benefit plan are treated as a separate defined
contribution plan.
For purposes of this Section 4.2(b), all defined contribution plans of
the Employer are to be treated as one defined contribution plan and
all defined benefit plans of the Employer are to be treated as one
defined benefit plan, whether or not such plans have been terminated.
If the sum of the Defined Contribution Plan Fraction and the Defined
Benefit Plan Fraction exceeds one (1), the Annual Addition to the
defined contribution plan for the
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Limitation Year shall be reduced so that the sum of the fractions will
not exceed one (1).
SECTION 4.3 VALUATION.
As soon as practicable after each Valuation Date, and at such other date or
dates deemed appropriate by the Committee, the Trustee shall determine the
fair market value of the assets of the Trust. Allocations of gains and
losses of Trust assets since its last valuation shall be made to the
Accounts of Participants in a uniform and nondiscriminatory manner as
permitted under the Code and ERISA.
SECTION 4.4 VESTING.
Each Participant shall at all times be fully vested in his Accounts.
SECTION 4.5 FORFEITURES.
If a forfeiture arises due to events described in Section 5.4, the
forfeited amount shall be used to reduce the Matching Contribution for the
Plan Year following the Plan Year in which the forfeiture occurred.
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ARTICLE V--DISTRIBUTIONS
------------------------
SECTION 5.1 TIMING OF DISTRIBUTIONS.
(a) A Participant's Accounts are not distributable to a Participant or his
beneficiary any earlier than upon the occurrence of the following:
(1) the Participant's separation from service, death, or disability;
(2) the termination of the Plan without the establishment of a
successor plan, as defined under Proposed Regulation Section
1.401(k)-1(d)(1)(iii);
(3) the sale or disposition by the Employer to an unrelated
corporation of substantially all of the assets (within the
meaning of Section 409(d)(2) of the Code) used in a trade or
business of the Employer, but only with respect to Participants
who continue employment with the corporation acquiring such
assets;
(4) the sale or disposition by the Employer to an unrelated entity of
the Employer's interest in a subsidiary (within the meaning of
Section 409(d)(3) of the Code), but only with respect to
Participants who continue employment with such subsidiary;
(5) the hardship of the Participant as described in Section 5.5.
(b) If a Participant separates from service, the Participant may elect, in
writing, a distribution of his Accounts. Distribution of the
Participant's Accounts shall commence no later than sixty (60) days
after the end of the Plan Year in which such written election is
received by the Committee.
(c) If the written election described in Section 5.1(b) is not made, the
distribution of a Participant's Accounts shall commence no later than
sixty (60) days after the Valuation Date coincident with or next
following the later of:
(1) the date the Participant attains Normal Retirement Age;
(2) the date the Participant separates from service; or
(3) the 10th anniversary of the Participant's participation in the
Plan.
(d) Notwithstanding any contrary Plan provision, the commencement of
distribution of a Participant's Accounts shall not be delayed beyond
April 1 of the calendar year following the calendar year in which the
Participant attains age 70 1/2.
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SECTION 5.2 FORMS OF DISTRIBUTIONS.
(a) LUMP SUM CASH-OUT. If, upon the Valuation Date following a
Participant's separation from service, the value of the Participant's
Accounts is equal to or less than $3,500, the Trustee shall distribute
the vested portion of the Participant's Accounts. This distribution
shall be made no later than sixty (60) days following such Valuation
Date. Notwithstanding any contrary Plan provision, this distribution
shall be made in the form of a single lump sum. Additionally, this
distribution shall not require the consent of the Participant. A
Participant who is not vested in his Accounts shall be deemed to
receive a distribution under this Section 5.2(a) upon separation from
service.
(b) ALTERNATIVE FORMS. If, upon the Valuation Date following a
Participant's separation from service, the value of the Participant's
Accounts is greater than $3,500, the Participant may elect in writing
one of the following alternative forms of distribution:
(1) a single lump sum; or,
(2) substantially equal annual installments.
(c) SPECIAL RULES. Notwithstanding any contrary Plan provision, a
Participant shall not be permitted to elect a form of distribution
under which the present value of the retirement benefits payable
solely to the Participant will be less than 50% of the present value
of the total retirement benefits payable to the Participant and his
beneficiaries.
Additionally, a Participant's Accounts shall be distributed over a
period not extending beyond the life expectancy of such Participant,
or over a period not extending beyond the joint life and last survivor
expectancy of the Participant and a designated beneficiary. Where the
distribution of a Participant's Accounts has commenced, and such
Participant dies before the entire amount in his Accounts has been
distributed, the remaining portion of his Accounts shall be
distributed at least as rapidly as provided in the preceding sentence,
as of the date of his death.
If the Participant dies prior to the time distribution of his Accounts
has commenced, his entire Accounts shall be paid within five (5) years
of his death; however, if he has designated a beneficiary to receive
the balance of his Accounts, such payments may be made over a period
not to exceed the life expectancy of such designated beneficiary
provided that such payments commence no later than one (1) year from
the date of such Participant's death.
Notwithstanding the foregoing paragraph, if such Participant dies
prior to the commencement of distribution of his Accounts and such
Participant's designated beneficiary is his surviving Spouse, the
distribution of his Accounts shall be made over the life expectancy of
such surviving Spouse, and shall commence no later than the year such
Participant would have attained age 70 1/2, but for his death.
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If a Participant's designated beneficiary is his surviving Spouse, and
such Spouse dies prior to her receipt of the deceased Participant's
Accounts, the balance of such benefit shall be distributed to such
Spouse's designated beneficiary. Payments shall be made over a period
not exceeding the life expectancy of such beneficiary and shall
commence within one (1) year after such Spouse's death.
SECTION 5.3 DEATH.
(a) If a Participant dies prior to the distribution of all or any portion
of his Accounts, the balance of his Accounts shall be paid to his
Spouse. If a Participant fails to name a beneficiary in accordance
with Section 5.3(b), or if the beneficiary named by a Participant
predeceases him, then the Participant's Accounts shall be paid to his
estate by the Trustee.
(b) Notwithstanding Section 5.3(a), a Participant may elect an alternate
beneficiary, provided that the following requirements are met: i) a
Participant's Spouse consents in writing to such election; ii) such
election designates a beneficiary which may not be changed without
spousal consent (or the consent of the Spouse expressly permits
designations by the Participant without any requirement of further
consent by the Spouse); and iii) the Spouse's consent acknowledges the
effect of such election and is witnessed by a notary public.
Notwithstanding the foregoing requirements, if it is established to
the satisfaction of a Plan representative that such written consent
may not be obtained because there is no Spouse or because the Spouse
cannot be located, the requirements shall be deemed to have been met.
Any consent under this paragraph shall be effective only with respect
to such Spouse. Additionally, a revocation of a prior waiver may be
made by a Participant without consent of the Spouse at any time before
commencement of benefits.
SECTION 5.4 LOCATION OF PARTICIPANT.
In the event that all or any portion of a distribution payable to a
Participant or his beneficiary hereunder which exceeds $3,500 shall, at the
expiration of three (3) years (or, if a longer time period, the time by
which under state law such benefit would escheat) after it becomes payable,
remain unpaid solely by reason of the inability of the Committee to
ascertain the whereabouts of such Participant or his beneficiary, the
amount so distributable shall be treated as a forfeiture pursuant to
Section 4.5 of the Plan. For such distribution payable which does not
exceed $3,500, the amount shall be treated as a forfeiture after one (1)
year after it becomes payable. Such forfeitures shall occur only after the
Committee has sent a registered letter, return receipt requested, to the
last known address of the Participant or his beneficiary.
SECTION 5.5 HARDSHIP.
(a) A Participant may receive a distribution of up to one hundred percent
(100%) of the After-Tax Contributions (and earnings) allocated to his
After-Tax Contribution Account under Section 4.1(g), valued as of the
last Valuation Date, in the event of
14
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financial hardship. If after having received all amounts allocated to
his After-Tax Contribution Account, a financial hardship still exists,
a Participant may receive a distribution of up to one hundred percent
(100%) of the Salary Deferral Contributions allocated to his Deferral
Account under Section 4.1(a), valued as of the last Valuation Date.
The determination of whether the Participant is experiencing financial
hardship shall be determined by the Committee, and shall be limited to
the following:
(1) Medical expenses under Code Section 213(d) incurred by the
Participant or the Participant's spouse or dependents as that
term is defined in Section 152 of the Code or expenses necessary
for these persons to obtain medical care described in 213(d) of
the Code;
(2) the purchase (excluding mortgage payments) of the Participant's
principal residence;
(3) the payments of tuition and related educational fees for the next
twelve (12) months of post-secondary education for the
Participant, the Participant's spouse, or the Participant's
children or dependents as that term is defined in Section 152 of
the Code;
(4) the Participant's need to prevent the eviction from his principal
residence or the foreclosure on the mortgage of the Participant's
principal residence; or,
(5) such other events that the Commissioner of the Internal Revenue
Service specifies, through the publication of revenue rulings,
notices and other documents of general availability, as giving
rise to an immediate and heavy financial need.
(b) A hardship distribution may only be made if it is necessary in light
of immediate and heavy financial need of the Participant, such amount
does not exceed the amount necessary to meet such immediate and heavy
financial need and the amount is not reasonably available from other
financial resources of the Participant. A distribution will be treated
as necessary to satisfy a financial need if the Participant provides
the Committee with a written sworn statement that the financial need
cannot be relieved:
(1) through reimbursement or compensation by insurance or otherwise;
(2) by reasonable liquidation of the Participant's assets, to the
extent such liquidation would not itself cause an immediate and
heavy financial need;
(3) by cessation of Salary Deferral Contributions under this Plan;
and
(4) by other distributions or nontaxable loans from plans maintained
by the Employer or any other employer, or by borrowing from
commercial sources on reasonable commercial terms.
15
<PAGE>
(c) Application for hardship distribution from a Participant's Deferral
Account shall be made in a form prescribed by the Committee, and the
Committee shall act on a Participant's request within thirty (30) days
of the time the application is submitted.
(d) Notwithstanding any contrary provision, the earnings on a
Participant's Deferral Account shall not be distributable solely upon
the occurrence of a financial hardship as described in this Section
5.5.
SECTION 5.6 ROLLOVERS TO OTHER PLANS OR IRAS.
This Section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this Section, a distributee
may elect, at the time and in the manner prescribed by the Administrator,
to have any portion of an eligible rollover distribution (provided such
portion exceeds at least $200) paid directly to an eligible retirement plan
specified by the distributee in a direct rollover, as defined below:
DEFINITIONS:
(a) ELIGIBLE ROLLOVER DISTRIBUTION. An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of
the distributee, except that an eligible rollover distribution does
not include:
(1) any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee and the
distributee's beneficiary, or for a specified period of ten (10)
years or more;
(2) any distribution to the extent such distribution is required
under Section 401(a)(9) of the Code; and
(3) the portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
(b) ELIGIBLE RETIREMENT PLAN. An eligible retirement plan is an
individual retirement account described in Section 408(a) of the Code,
an individual retirement annuity described in Section 408(b) of the
Code, and annuity plan described in Section 403(a) of the Code, or a
qualified trust described in Section 401(a) of the Code, that accepts
the distributee's eligible rollover distribution. However, in the
case of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account or
individual retirement annuity.
(c) DISTRIBUTEE. A distributee includes an employee or former employee.
In addition, the employee's or former employee's surviving spouse and
the employee's or former
16
<PAGE>
employee's spouse or former spouse who is the alternate payee under a
qualified domestic relations order as defined in Section 414(p) of the
Code, are distributees with regard to the interest of the spouse or
former spouse.
(d) DIRECT ROLLOVER. A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.
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ARTICLE VI--LOANS
-----------------
SECTION 6.1 AVAILABILITY OF LOANS.
(a) The provisions of this Article VI shall be subject to such conditions
and limitations as the Committee deems necessary for administrative
convenience and to preserve the tax-qualified status of the Plan. The
Committee is designated to administer the participant loan program.
Any Participant may apply for a loan from the Plan. For purposes of
this Section, "Participant" means any participant or beneficiary who
is a party in interest (as determined under Section 3(14) of ERISA)
with respect to the Plan. A Participant must apply for each loan in
writing on a form prescribed by the Committee which states the
specifics of the loan request.
SECTION 6.2 AMOUNT OF LOANS.
The maximum aggregate dollar amount of such loan, when added to the
Participant's outstanding balance of all other loans, must not exceed the
lesser of fifty percent (50%) of the Participant's account balance, or
$50,000, reduced by the excess (if any) between the highest outstanding
balance of loans during the one- (1) year period preceding the date the
loan is made, and the outstanding balance of loans on the date the loan is
made.
SECTION 6.3 TERMS AND CONDITIONS OF LOAN.
(a) The Committee shall document every loan in the form of a promissory
note signed by the Participant for the face amount of the loan,
together with a commercially reasonable rate of interest. The rate of
interest shall be one and one-half percent (1 1/2%), plus the current
interest rate in effect at the time of the loan on the Companies' FBL
Flexible Premium Deferred Annuities. This rate shall be deemed a
commercially reasonable rate of interest based on the security of the
loan and the term of the loan.
(b) Participant loans made hereunder shall be secured solely by up to
fifty percent (50%) of the value of a Participant's Accounts, as
determined on the date of the loan. Principal and interest on such
loans shall be paid in equal installments at least quarterly.
Repayments of the loans shall be made via payroll deduction. The term
of a loan made to a Participant may not extend beyond five (5) years,
unless such loan is used to acquire a dwelling unit which, within a
reasonable time, is to be used as the principal residence of the
Participant.
(c) The Committee shall treat a loan in default if any scheduled payment
is not made within ten (10) days of its due date. The Participant will
have the opportunity to repay the loan or resume current status of the
loan by paying any missed payment plus interest. If the Participant
separates from service, the note automatically becomes due an payable
in full. If the loan remains in default after such separation from
service, the Committee may, to the extent a distribution of the
Participant's Accounts is
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permissible under the Plan, offset the Participant's account balance
by the outstanding balance of the loan.
(d) The loan program is not intended to place other Participants at risk
with respect to their interests in the Plan, therefore, any
Participant loan is treated as a directed investment of that
Participant's Accounts. The principal amount of the loan shall be
taken from the Participant's Account and all such interest and
principal payments will be credited to the particular Participant's
Accounts. The Committee may also charge that portion of the
Participant's Accounts with the expenses directly related to the
organization, maintenance and collection of the note.
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ARTICLE VII--PLAN ADMINISTRATION
--------------------------------
SECTION 7.1 THE PLAN ADMINISTRATOR, NAMED FIDUCIARY, AND AGENT FOR SERVICE OF
LEGAL PROCESS.
Iowa Farm Bureau Federation, shall be the "named fiduciary" (as defined in
Section 402(a)(2) of ERISA), the "administrator" (as defined in Section
3(16) of ERISA and Section 414(g) of the Code), and the agent for service
of legal process of the Plan. The actual administrative matters of the Plan
are delegated to the Committee, and the Committee shall be vested in the
powers and duties pursuant to Section 7.3 of the Plan.
SECTION 7.2 THE COMMITTEE.
The Board of Directors shall appoint the Committee to administer the Plan.
The Committee shall consist of officers or other employees of the Employer,
or any other persons who shall serve at the request of the Board of
Directors. Any member of the Committee may resign by delivering a written
resignation to the Board of Directors and to the Committee. Vacancies on
the Committee, which result from resignation, death, removal, or otherwise,
shall be filled by the Board of Directors. Furthermore, the Employer shall
be the Committee until such time as the Board of Directors appoints a
Committee.
SECTION 7.3 POWERS AND DUTIES.
(a) The Committee shall make rules and regulations for the administration
of the Plan in accordance with the provisions of the Plan's terms, and
shall have all powers necessary to carry out such provisions. The
Committee shall interpret the Plan and shall determine all questions
arising in the administration and application of the Plan. Any such
interpretation or determination by the Committee shall be conclusive
and binding on all persons.
(b) At the direction of the Committee, distributions to minors or persons
under legal disability may be made by the Trustee directly to such
persons or to the legal guardians or conservators of such persons, as
permitted under state law. The Employer, the Committee, and the
Trustee shall not be required to see to the application of any such
distributions so made to any of such persons, but his or their receipt
thereof shall be a full discharge of the Employer, the Committee, and
the Trustee of any obligation under the Plan or the Trust.
SECTION 7.4 ORGANIZATION AND OPERATION.
The Committee shall act by a majority of its members at the time in office,
and such action may be taken either by a vote at a meeting or by written
consent without a meeting. The Committee may authorize any one or more of
its members to execute any document or documents on behalf of the
Committee, in which event the Committee shall notify the Employer, in
writing, of such authorization and the name or names of its member or
members so designated. The Employer thereafter shall accept and rely on any
documents executed by
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said member of the Committee or members as representing action by the
Committee until the Committee shall file with the Employer a written
revocation of such designation. The Committee may adopt such bylaws and
regulations as it deems desirable for the conduct of its affairs and may
appoint such accountants, counsel, specialists, actuaries, and other
persons as it deems necessary or desirable in connection with the
administration and maintenance of the Plan. The Committee shall have the
authority to control and manage the operation and administration of the
Plan.
SECTION 7.5 CLAIMS PROCEDURE.
(a) A claim for benefits under the Trust shall be filed on an application
form supplied by the Committee. Written notice of the disposition of
the claim shall be furnished the claimant within ninety (90) days
after an application form is received by the Committee, unless special
circumstances (as determined by the Committee) require an extension
for processing the claim. If such an extension is required, the
Committee shall render a decision as soon as possible subsequent to
the ninety- (90) day period, but such decision shall not be rendered
later than one hundred eighty (180) days after the application form is
received by the Committee. Written notice of such extension shall be
furnished to the claimant prior to the commencement of the extension
indicating the special circumstances requiring such extension and the
date by which the Committee expects to render the decision on the
claim. In the event the claim is denied, the Committee shall set forth
in writing the reasons for the denial and shall cite pertinent
provisions of the Plan and Trust. In addition, the Committee shall
provide a description of any additional material or information
necessary for the claimant to perfect the claim, an explanation of why
such information is necessary shall be furnished, and appropriate
information as to the steps to be taken if the Participant or
beneficiary wish to submit such claim for review as provided in
Section 7.5(b).
(b) A Participant or beneficiary whose claim under Section 7.5(a) has been
denied shall be entitled to the following rights if exercised within
sixty (60) days after written denial of a claim is received:
(1) to request a review of the claim upon written application to the
Committee;
(2) to review documents associated with the claim; and
(3) to submit issues and comments in writing to the Committee.
(c) If a Participant or a beneficiary requests a review of the claim under
Section 7.5(b), the Committee shall conduct a full review (including a
formal hearing if desired) of such request, and a decision on such
request shall be made within sixty (60) days after the Committee has
received the written request for review from the Participant or the
beneficiary. However, special circumstances (such as a need for full
hearing on request) can allow the Committee to extend the decision on
such request, but the decision shall be rendered no later than one
hundred twenty (120) days after receipt
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of the request for review. Written notice of such an extension shall
be furnished to the Participant or the beneficiary prior to the
commencement of the extension. The decision of the Committee on review
shall be set forth in writing and shall include specific reasons for
the decision as well as specific references to the pertinent
provisions of the Plan or Trust on which the decision is based.
SECTION 7.6 RECORDS AND REPORTS.
(a) The Committee shall be entitled to rely upon certificates, reports and
opinions provided by an accountant or legal counsel employed by the
Employer or Committee. The Committee shall keep a record of all of its
proceedings and acts, and shall keep all such books of account,
records, and other data as may be necessary for the proper
administration of the Plan.
(b) Each Participant and each Participant's designated beneficiary must
file with the Committee from time to time in writing his post office
address and each change of post office address. Any communication,
statement or notice addressed to a Participant or beneficiary at the
last post office address filed with the Committee, or if no address is
filed with the Committee, the last post office address as shown on the
Employer's records, will be binding on the Participant and his
beneficiary for all purposes of the Plan. Neither the Committee nor
the Trustee shall be required to search for or locate a Participant or
a beneficiary.
SECTION 7.7 REMUNERATION.
Unless otherwise determined by the Employer, the members of the Committee
shall serve without remuneration for services to the Plan and Trust;
however, all expenses of the Committee shall be paid by the Employer. Such
expenses shall include any expenses incidental to the functioning of the
Committee, including but not limited to fees of accountants, legal counsel
and other specialists, or any other costs of administration of the Plan.
SECTION 7.8 LIABILITY AND INDEMNIFICATION.
(a) A member of the Committee shall not be liable for any act, or failure
to act, of any other member of the Committee, except to the extent
that such member:
(1) knowingly participates in, or undertakes to conceal, an act or
omission of another Committee member, knowing that such act or
omission is a breach of fiduciary duty to the Plan;
(2) fails to comply with the specific responsibilities given him as a
member of the Committee, and such failure enables another member
of the Committee to commit a breach of fiduciary duty to the
Plan; or
(3) has knowledge of a breach of a fiduciary duty to the Plan by
another member
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of the Committee, unless such member makes reasonable effort
under the circumstances to remedy such breach.
(b) Each member of the Committee shall be liable with respect to his own
acts of willful misconduct or gross negligence concerning the Plan.
The Employer may indemnify the Committee or each of its members for
part or all expenses, costs, or liabilities arising out of the
performance of duties required by the terms of the Plan or Trust,
except for those expenses, costs, or liabilities arising out of a
member's willful misconduct or gross negligence.
SECTION 7.9 RELIANCE ON STATEMENTS.
The Committee, in any of its dealings with Participants hereunder, may
conclusively rely on any written statement, representation, or documents
made or provided by such Participants. For purposes of this paragraph, any
writing bearing a signature which purports to be that of a Participant
shall be deemed "made or provided by" such Participant.
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ARTICLE VIII--TRUST ADMINISTRATION
----------------------------------
SECTION 8.1 ESTABLISHMENT OF TRUST.
A Trust known as the Iowa Farm Bureau Federation and Affiliates 401(k)
Savings Trust has been established between the Employer and the Trustee.
The assets of the Trust will be held, invested, and disposed of by the
Trustee, in accordance with the provisions hereunder for the benefit of the
Participants and their beneficiaries.
SECTION 8.2 TRUST PAYMENTS.
All contributions under the Plan will be paid into and credited to the
Trust, and all benefits provided hereunder will be paid from the Trust and
charged thereto. The operating expenses of the Plan and Trust shall be
charged to the Employer unless and until the Trustee assumes payment of
them.
SECTION 8.3 BASIC RESPONSIBILITIES OF THE TRUSTEE.
The Trustee shall have the following categories of responsibilities:
(a) Consistent with the "funding policy and method" determined by the
Employer, to invest, manage, and control the Plan assets subject,
however, to the direction of an Investment Manager if the Trustee
should appoint such manager as to all or a portion of the assets of
the Plan;
(b) At the direction of the Committee, to pay benefits required under the
Plan to be paid to Participants, or, in the event of their death, to
their Beneficiaries;
(c) To maintain records of receipts and disbursements and furnish to the
Employer and/or Administrator for each Fiscal Year a written annual
report per Section 8.8.
(d) If there shall be more than one Trustee, they shall act by a majority
of their number, but may authorize one or more of them to sign papers
on their behalf.
SECTION 8.4 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE.
(a) The Trustee shall invest and reinvest the Trust Fund to keep the Trust
Fund invested without distinction between principal and income and in
such securities or property, real or personal, wherever situated, as
the Trustee shall deem advisable, including, but not limited to,
stocks, common or preferred, bonds and other evidences of indebtedness
or ownership, and real estate or any interest therein. The Trustee
shall at all times in making investments of the Trust Fund consider,
among other factors, the short and long-term financial needs of the
Plan on the basis of information furnished by the Employer. In making
such investments, the Trustee shall not be restricted to securities or
other property of the character expressly authorized by the
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applicable law for trust investments; however, the Trustee shall give
due regard to any limitations imposed by the Code or the Act so that
at all times the Plan may qualify as a qualifies Profit Sharing Plan
and Trust.
(b) The Trustee may employ a bank or trust company pursuant to the terms
of its usual and customary bank agency agreement, under which the
duties of such bank or trust company shall be of a custodial, clerical
and record-keeping nature.
SECTION 8.5 OTHER POWERS OF THE TRUSTEE.
The Trustee, in addition to all powers and authorities under common law,
statutory authority, including the Act, and other provisions of the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:
(a) To purchase, or subscribe for, any securities or other property and to
retain the same. In conjunction with the purchase of securities,
margin accounts may be opened and maintained;
(b) To sell, exchange, convey, transfer, grant options to purchase, or
otherwise dispose of any securities or other property held by the
Trustee, by private contract or at public auction. No person dealing
with the Trustee shall be bound to see to the application of the
purchase money or to inquire into the validity, expediency, or
propriety of any such sale or other disposition, with or without
advertisement;
(c) To vote, subject to Section 8.12, upon any stocks, bonds, or other
securities; to give general or special proxies or powers of attorney
with or without power of substitution; to exercise any conversion
privileges, subscription rights or other options, and to make any
payments incidental thereto to oppose, or to consent to, or otherwise
participate in, corporate reorganizations or other changes affecting
corporate securities, and to delegate discretionary powers, and to pay
any assessments or charges in connection therewith; and generally to
exercise any of the powers of an owner with respect to stocks, bonds,
securities or other property;
(d) To cause any securities or other property to be registered in the
Trustee's own name or in the name of one or more of the Trustee's
nominees, and to hold any investments in bearer form, but the books
and records of the Trustee shall at all times show that all such
investments are part of the Trust Fund;
(e) To borrow or raise money for the purposes of the Plan in such amount,
and upon such terms and conditions, as the Trustee shall deem
advisable; and for any sum so borrowed, to issue a promissory note as
Trustee, and to secure the repayment thereof by pledging all, or any
part, of the Trust Fund; and no person lending money to the Trustee
shall be bound to see to the application of the money lent or to
inquire into the validity, expediency, or propriety of any borrowing;
(f) To keep such portion of the Trust Fund in cash or cash balances as the
Trustee may,
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from time to time, deem to be in the best interests of the Plan,
without liability for interest thereon;
(g) To accept and retain for such time as the Trustee may deem advisable
any securities or other property received or acquired as Trustee
hereunder, whether or not such securities or other property would
normally be purchased as investments hereunder;
(h) To make, execute, acknowledge, and deliver any and all documents of
transfer and conveyance and any and all other instruments that may be
necessary or appropriate to carry out the powers herein granted;
(i) To settle, compromise, or submit to arbitration any claims, debts, or
damages due or owing to or from the Plan, to commence or defend suits
or legal or administrative proceedings, and to represent the Plan in
all suits and legal and administrative proceedings;
(j) To employ suitable agents and counsel and to pay their reasonable
expenses and compensation, and such agent or counsel may or may not be
agent or counsel for the Employer;
(k) To apply for and procure from responsible insurance companies, to be
selected by the Administrator, as an investment of the Trust Fund such
annuity, or other Contracts (on the life of any Participant) as the
Administrator shall deem proper; to exercise, at any time or from time
to time, whatever rights and privileges may be granted under such
annuity, or other Contracts; to collect, receive, and settle for the
proceeds of all such annuity or other Contracts as and when entitled
to do so under the provisions thereof;
(1) To invest funds of the Trust in time deposits or savings accounts
bearing a reasonable rate of interest in the Trustee's bank;
(m) To invest in Treasury Bills and other forms of United States
government obligations;
(n) To sell, purchase and acquire put or call options if the options are
traded on and purchased through a national securities exchange
registered under the Securities Exchange Act of 1934, as amended, or,
if the options are not traded on a national securities exchange, are
guaranteed by a member firm of the New York Stock Exchange;
(o) To deposit monies in federally insured savings accounts or
certificates of deposit in banks or savings and loan associations;
(p) To pool all or any of the Trust Fund, from time to time, with assets
belonging to any other qualified employee pension benefit trust
created by the Employer or an affiliated company of the Employer, and
to commingle such assets and make joint or common investments and
carry joint accounts on behalf of this Plan and such other trust or
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trusts, allocating undivided shares or interests in such investments
or accounts or any pooled assets of the two or more trusts in
accordance with their respective interests;
(q) To do all such acts and exercise all such rights and privileges,
although not specifically mentioned herein, as the Trustee may deem
necessary to carry out the purposes of the Plan;
(r) Directed Investment Account. The powers granted to the Trustee shall
be exercised in the sole fiduciary discretion of the Trustee. However,
if Participants are so empowered by the Administrator, each
Participant may direct the Trustee to separate and keep separate all
or a portion of his share of his account; and further each Participant
is authorized and empowered, in his sole and absolute discretion, to
give directions to the Trustee in such form as the Trustee may require
concerning the investment of the Participant's Directed Investment
Account, among the class or classes of investments that are
authorized, chosen and made available to the Participants by the
Administrator, including Common Stock of any participating Employer if
such Common Stock is regularly traded on a recognized security
exchange. Neither the Trustee nor any other persons including the
Administrator or otherwise shall be under any duty to question any
such direction of the Participant or to review any securities or other
property, real or personal, or to make any suggestions to the
Participant in connection therewith, and the Trustee shall comply as
promptly as practicable with directions given by the Participant
hereunder. Any such direction may be of a continuing nature or
otherwise and may be revoked by the Participant at any time in such
form as the Trustee may require. Notwithstanding any provision to the
contrary in this Plan, a Participant who is designated by the Employer
as a reporting person under Section 16(a) of the Securities Exchange
Act of 1934 shall only make changes is such Participant's Directed
Investment Account affecting investment in any Employer Common Stock
pursuant to an irrevocable investment direction filed with the
Administrator at least six (6) months prior to the date said direction
is to become effective. The Trustee shall not be responsible or
liable for any loss or expense which may arise from or result from
compliance with any directions from the Participant nor shall the
Trustee be responsible for, or liable for, any loss or expense which
may result from the Trustee's refusal or failure to comply with any
directions from the Participant. The Trustee may refuse to comply with
any direction from the Participant in the event the Trustee, in its
sole and absolute discretion, deems such directions improper by virtue
of applicable law. Any costs and expenses related to Compliance with
the Participant's directions shall be borne by the Participant's
Directed Investment Account.
SECTION 8.6 DUTIES OF THE TRUSTEE REGARDING PAYMENTS.
At the direction of the Administrator, the Trustee shall, from time to
time, in accordance with the terms of the Plan, make payments out of the
Trust Fund. The Trustee shall not be responsible in any way for the
application of such payments.
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SECTION 8.7 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES.
The Trustee shall be paid such reasonable compensation as shall from time
to time be agreed upon in writing by the Employer and the Trustee. An
individual serving as Trustee who already receives full-time pay from the
Employer shall not receive compensation from the Plan. In addition, the
Trustee shall be reimbursed for any reasonable expenses, including
reasonable counsel fees incurred by it as Trustee. Such compensation and
expenses shall be paid from the Trust Fund unless paid or advanced by the
Employer. All taxes of any kind and all kinds whatsoever that may be levied
or assessed under existing or future laws upon, or in respect of, the Trust
Fund or the income thereof, shall be paid from the Trust Fund.
SECTION 8.8 ANNUAL REPORT OF THE TRUSTEE.
Within sixty (60) days after the later of the Anniversary Date or receipt
of the Employer's contribution for each Fiscal Year, the Trustee shall
furnish to the Employer and Administrator a written statement of account
with respect to the Fiscal Year for which such contribution was made
setting forth:
(a) the net income, or loss, of the Trust Fund:
(b) the gains, or losses, realized by the Trust Fund upon sales or other
disposition of the assets;
(c) the increase, or decrease, in the value of the Trust Fund;
(d) all payments and distributions made from the Trust Fund; and
(e) such further information as the Trustee and/or Administrator deems
appropriate. The Employer, forthwith upon its receipt of each such
statement of account, shall acknowledge receipt thereof in writing and
advise the Trustee and/or Administrator of its approval or disapproval
thereof. Failure by the Employer to disapprove any such statement of
account within thirty (30) days after its receipt thereof shall be
deemed an approval thereof. The approval by the Employer of any
statement of account shall be binding as to all matters embraced
therein as between the Employer and the Trustee to the same extent as
if the account of the Trustee had been settled by judgment or decree
in an action for a judicial settlement of its account in a court of
competent jurisdiction in which the Trustee, the Employer and all
persons having or claiming an interest in the Plan were parties;
provided, however, that nothing herein contained shall deprive the
Trustee of its right to have its accounts judicially settled if the
Trustee so desires.
SECTION 8.9 AUDIT.
(a) If an audit of the Plan's records shall be required by the Act and the
regulations thereunder for any Plan Year, the Administrator shall
direct the Trustee to engage on behalf of all Participants an
independent qualified public accountant for that purpose.
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Such accountant shall, after an audit of the books and records of the
Plan in accordance with generally accepted auditing standards, within
a reasonable period after the close of the Plan Year, furnish to the
Administrator and the Trustee a report of his audit setting forth his
opinion as to whether each of the following statements, schedules or
lists, or any others that are required by Section 103 of the Act or
the Secretary of Labor to be filed with the Plan's annual report, are
presented fairly in conformity with generally accepted accounting
principles applied consistently:
(1) statement of the assets and liabilities of the Plan;
(2) statement of changes in net assets available to the Plan;
(3) statement of receipts and disbursements, a schedule of all assets
held for investment purposes, a schedule of all loans or fixed
income obligations in default at the close of the Plan Year;
(4) a list of all leases in default or uncollectible during the Plan
Year;
(5) the most recent annual statement of assets and liabilities of any
bank common or collective trust fund in which Plan assets are
invested or such information regarding separate accounts or
trusts with a bank or insurance company as the Trustee and
Administrator deem necessary; and
(6) a schedule of each transaction or series of transactions
involving an amount ms in excess of three percent (3%) of Plan
assets.
All auditing and accounting fees shall be an expense of and may, at
the election of the Administrator, be paid from the Trust Fund.
(b) If some or all of the information necessary to enable the
Administrator to comply with Section 103 of the Act is maintained by a
bank, insurance company, or similar institution, regulated and
supervised and subject to periodic examination by a state or federal
agency, it shall transmit and certify the accuracy of that information
to the Administrator as provided in Section 103(b) of the Act within
one hundred twenty (120) days after the end of the Plan Year or by
such other date as may be prescribed under regulations of the
Secretary of Labor.
SECTION 8.10 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE.
(a) The Trustee may resign at any time by delivering to the Employer, at
least thirty (30) days before its effective date, a written notice of
his resignation.
(b) The Employer may remove the Trustee by mailing by registered or
certified mail, addressed to such Trustee at his last known address,
at least thirty (30) days before its effective date, a written notice
of his removal.
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(c) Upon the death, resignation, incapacity, or removal of any Trustee, a
successor may be appointed by the Employer; and such successor, upon
accepting such appointment in writing and delivering same to the
Employer, shall, without further act, become vested with all the
estate, rights, powers, discretions, and duties of his predecessor
with like respect as if he were originally named as a Trustee herein.
Until such a successor is appointed, the remaining Trustee or Trustees
shall have full authority to act under the terms of the Plan.
(d) The Employer may designate one or more successors prior to the death,
resignation, incapacity, or removal of a Trustee. In the event a
successor is so designated by the Employer and accepts such
designation, the successor shall, without further act, become vested
with all the estate, rights, powers, discretions, and duties of his
predecessor with the like effect as if he were originally named as
Trustee herein immediately upon the death, resignation, incapacity, or
removal of his predecessor.
(e) Whenever any Trustee hereunder ceases to serve as such, he shall
furnish to the Employer and Administrator a written statement of
account with respect to the portion of the Fiscal Year during which he
served as Trustee. This statement shall be either (i) included as part
of the annual statement of account for the Fiscal Year required under
Section 7.6 or (ii) set forth in a special statement. Any such special
statement of account should be rendered to the Employer no later than
the due date of the annual statement of account for the Fiscal Year.
The procedures set forth in Section 7.6 for the approval by the
Employer of annual statements of account shall apply to any special
statement of account rendered hereunder and approval by the Employer
of any such special statement in the manner provided in Section 7.6
shall have the same effect upon the statement as the Employer's
approval of an annual statement of account. No successor to the
Trustee shall have any duty or responsibility to investigate the acts
or transactions of any predecessor who has rendered all statements of
account required by Section 7.6 and this subparagraph.
SECTION 8.11 TRANSFER OF INTEREST.
Notwithstanding any other provision contained in the Plan, the Trustee at
the direction of the Administrator shall transfer the Vested interest, if
any, of such Participant in his account to another trust forming part of a
pension, profit sharing, or stock bonus plan maintained by such
Participant's new employer and represented by said employer in writing as
meeting the requirements of Code Section 401(a), provided that the trust to
which such transfers are made permits the transfer to be made.
The Trustee may accept funds transferred from such trusts or a "conduit"
Individual Retirement Account for the account of a Participant under this
Plan, provided the conditions precedent to such transfer set forth in
Section 4.13 are satisfied. In the event of such a transfer under this
Plan, the Trustee shall maintain a separate, nonforfeitable "Participant's
Rollover Account for the amount transferred. The Trustee may act upon the
direction of the Administrator without determining the facts concerning a
transfer.
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8.12 PARTICIPANT VOTING RIGHTS.
A Participant (or Beneficiary) has the right to direct the Trustee
regarding the voting of any Common Stock of any Employer participating in
the Plan whose Common Stock is traded on a recognized securities exchange,
which is allocated to the Participant's account. The Participant's right
to vote stock shall be with respect to all matters requiring a vote of
stockholders. The Trustee does not have the right to vote any shares of
such Common Stock which a Participant (or Beneficiary) fails to vote as
authorized by this Section 8.12.
SECTION 8.13 REVERSION.
Notwithstanding any contrary Plan provision, the Employer has no beneficial
interest in the assets of the Trust and no part of the Trust shall ever
revert or be repaid to the Employer, directly or indirectly, except that
the Employer shall upon written request have a right to recover:
(a) a contribution to the Plan made by mistake of fact if such
contribution is returned to the Employer within one (1) year after
payment of such contribution;
(b) any contributions to the Plan if the Plan fails to initially qualify
under Section 401(a) of the Code if such contributions are returned to
the Employer within one year after the date of denial of qualification
of the Plan;
(c) a contribution to the Plan which is disallowed as a deduction under
Section 404 of the Code if such contribution (to the extent
disallowed) is returned to the Employer within one year after the
deduction is disallowed; and
(d) any residual assets upon termination of the Plan if all liabilities of
the Plan to Participants and their beneficiaries have been satisfied
and the reversion does not contravene any provision of law.
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ARTICLE IX--AMENDMENT. TERMINATION
----------------------------------
AND MERGER
----------
SECTION 9.1 AMENDMENT.
The Board of Directors reserves the right to amend the Plan and Trust, by
resolution of the Board of Directors, to the extent permitted under the
Code and ERlSA. No amendment affecting the rights or duties of the Trustee
shall be effective without the written consent of the Trustee.
SECTION 9.2 TERMINATION.
(a) The Employer intends to continue the Plan indefinitely and to fund the
Plan as required by law and its terms. However, the Employer reserves
the right to terminate the Plan at any time. If the Plan is totally or
partially terminated, a Participant whose participation in the Plan is
terminated as a result of such total or partial termination shall be
one hundred percent (100%) vested in such Participant's Accounts,
determined as of the date of such total or partial termination.
(b) Upon termination of the Plan, the Board of Directors shall allocate
the assets of the Plan, after the payment of or set aside for the
payment of all expenses, among the Participants and their
beneficiaries in accordance with the Code and ERISA.
(c) Upon termination of the Plan, and after all liabilities of the Plan to
Participants and beneficiaries have been satisfied, any residual
assets of the Plan shall be distributed to the Employer provided such
distribution does not contravene any provision of the law or the Plan.
(d) The allocation of retirement benefits under this Article shall be
accomplished either through the continuance of the Trust, the creation
of a new trust, the payment of the benefits to be provided to the
Participants or beneficiaries, or the purchase of annuity contracts,
as determined by the Board of Directors.
SECTION 9.3 MERGER. CONSOLIDATION OR TRANSFER.
The Employer shall have the right at any time to merge or consolidate the
Plan with any other plan, or transfer the assets or liabilities of the
Trust to any other trust provided each Participant would (if the Plan were
then terminated) receive a benefit immediately after such merger,
consolidation, or transfer which would equal or exceed the benefit the
Participant would have been entitled to immediately before such merger,
consolidation, or transfer (if the Plan were then terminated).
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ARTICLE X--TOP HEAVY PLANS
--------------------------
SECTION 10.1 TOP HEAVY PLAN YEAR.
(a) The Plan shall be "Top Heavy" in a Plan Year in which the aggregate
Accounts as of the Determination Date of all Key Employees and former
Key Employees exceeds sixty percent (60%) of the aggregate Accounts of
all Participants and former Participants as of such date. In the event
that the Plan shall be part of an Aggregation Group during any Plan
Year, it shall be deemed a Top Heavy Plan and the Aggregation Group
shall be deemed Top Heavy if the sum of the present value of the
cumulative accrued benefits of all Key Employees and former Key
Employees under all defined benefit plans which are part of the
Aggregation Group plus the account balances of all Key Employees and
former Key Employees under all defined contribution plans, which are
part of such Aggregation Group as of the Determination Date exceeds
sixty percent (60%) of the sum of such cumulative accrued benefits and
account balances of all Participants and former Participants in all
such plans as of such Determination Date. The Plan shall be deemed to
be part of an Aggregation Group in the event it and any other plan or
plans maintained by the Employer or an Affiliate which cover Key
Employees must be treated as a single plan in order to meet the
requirements of Sections 401(a)(4) or 410 of the Code. However, the
Employer may elect to treat the Plan as part of an Aggregation Group
with any other plan or plans maintained by the Employer or an
Affiliate, provided that all such plans in such group would continue
to satisfy the requirements of Sections 401(a)(4) and 410 of the Code.
(b) For purposes of calculating the Top Heavy ratios described in Section
10.1(a), aggregate distributions made with respect to Employees under
all tax qualified plans under Section 401(a) of the Code and
maintained by the Employer or an Affiliate for the last five (5) years
ending on the Determination Date shall be taken into account, unless
such distributions were made under a Plan which has terminated and
which is not required to be taken into account in an Aggregation
Group. Furthermore, if any individual has not performed an Hour of
Service at any time during the five-(5) year period ending on the
Determination Date, the accounts of such individual shall not be taken
into account.
(c) Notwithstanding this Section 10.1, the determination of whether the
Plan is Top Heavy shall in all cases be made with reference to Section
416(g) the Code.
SECTION 10.2 MINIMUM BENEFIT.
(a) Each Participant who is a Non-Key Employee and is employed by the
Employer on the last day of a Top Heavy Plan Year, regardless of the
number of Hours of Service, shall have a minimum Employer contribution
made to his Employer Contributions Account equal to the lesser of:
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(1) Three percent (3%) of his 415 Compensation earned during the Plan
Year; or
(2) The percentage of his 415 Compensation earned during the Plan
Year which is equal to the percentage at which Employer
contributions are allocated for such year to the Key Employee for
whom such percentage is the highest.
(b) For purposes of determining the minimum contribution referred to in
Paragraph (a) (1) of this Section, the Employer may not consider any
Non-Key Employee's Employee Salary Deferral Contributions as Employer
contributions. However, any Key Employee's Employee Salary Deferral
Contributions are taken into account in determining the amount
referred to in Paragraph (a)(2) of this Section.
SECTION 10.3 CODE SECTION 415 CHANGES.
In any Limitation Year in which the Plan is Top Heavy, the Defined Benefit
Plan Fraction and Defined Contribution Plan Fraction shall be changed by
substituting the number "1.0" for "1.25" wherever it appears in the
definition of such terms, unless the requirements of Section 416(h)(2) of
the Code are met with respect to the provision of additional benefits for
non-Key Employees. However, in any Limitation Year in which the Plan is
Super Top Heavy, "1.0" will be substituted for "1.25" in any event.
SECTION 10.4 MINIMUM VESTING.
All Participants' Accounts are one hundred percent (100%) immediately
vested in non-Top Heavy and Top Heavy Plan Years.
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ARTICLE XI--GENERAL PROVISIONS
------------------------------
SECTION 11.1 GOVERNING LAW.
The Plan is established under, and its validity, construction and effect
shall be governed by the laws of the State of Iowa. The parties to the
Trust intend that the Plan be qualified under Section 401(a) of the Code,
and the Trust be exempt from taxation under Section 501(a) of the Code, and
any ambiguities in its construction shall be resolved in favor of an
interpretation which will affect such intention.
SECTION 11.2 POWER TO ENFORCE.
The Committee shall have authority to enforce the Plan on behalf of any and
all persons having or claiming any interest in the Trust or Plan.
SECTION 11.3 ALIENATION OF BENEFITS.
Benefits under the Plan shall not be subject to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt
to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge
the same shall be void, nor shall any such benefits be in any way liable
for or subject to the debts, contracts, liabilities, engagements, or torts
of any person entitled to such benefits. This Section shall also apply to
the creation, assignment, or recognition of a right to any benefit payable
with respect to a Participant pursuant to a domestic relations order,
unless such order is determined to be a qualified domestic relations order
as defined in Section 414(p) of the Code, or any domestic relations order
entered before January 1, 1985.
SECTION 11.4 NOT AN EMPLOYMENT CONTRACT.
The Plan is not and shall not be deemed to constitute a contract between
the Employer and any employee, or to be a consideration for, or an
inducement to, or a condition of, the employment of any employee. Nothing
contained in the Plan shall give or be deemed to give an employee the right
to remain in the employment of the Employer or to interfere with the right
to be retained in the employ of the Employer any legal or equitable right
against the Employer, or to interfere with the right of the Employer to
discharge or retire any employee at any time.
SECTION 11.5 DISCRETIONARY ACTS.
Any discretionary acts to be taken under the Plan with respect to the
classification of Employees, contributions, or benefits shall be
nondiscriminatory and uniform in nature and applicable to all persons
similarly situated.
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SECTION 11.6 INTERPRETATION.
If any provision or provisions of the Plan shall for any reason be invalid
or unenforceable, the remaining provisions of the Plan shall be carried
into effect, unless the effect thereof would be to materially alter or
defeat the purposes of the Plan. All terms of the Plan and all discretion
granted hereunder shall be uniformly and consistently applied to all the
Employees, Participants and beneficiaries.
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ARTICLE XLI--DEFINITIONS
As used herein the following words and phrases shall have the meaning and
application set forth below:
ACCOUNTS. "Accounts" shall mean the interest of a Participant in the assets of
the Trust.
ACT. "Act" shall mean the Tax Reform Act of 1986.
ACTUAL CONTRIBUTION PERCENTAGE. "Actual Contribution Percentage" shall mean the
average of the quotients, determined separately for each Participant, that the
sum of the After-Tax Contributions made to the After-Tax Contribution Account of
the Participant and the Matching Contributions made to the Employer Contribution
Account for the Participant for a Plan Year, bears to the Participant's 414(s)
Compensation for such Plan Year.
ACTUAL DEFERRAL PERCENTAGE. "Actual Deferral Percentage" shall mean the average
of the quotients, determined separately for each Participant, that the aggregate
Salary Deferral Contributions and Qualified Nonelective Contributions, made to
the Deferral Account of the Participant for a Plan Year, bears to the
Participant's 414(s) Compensation for such Plan Year.
AFFILIATE. "Affiliate" shall mean:
(a) a member of a controlled group of corporations, within the meaning of
Section 414(b) of the Code;
(b) an unincorporated trade or business which is in common control with
the Employer as determined in accordance with Section 414(c) of the
Code; or
(c) an affiliated service group within the meaning of Section 414(m) of
the Code.
AFTER-TAX CONTRIBUTION ACCOUNT. "After-Tax Contribution Account" shall mean the
separate account maintained for each Participant reflecting After-Tax
Contributions allocated under Section 4.1(g) and earnings or losses thereon.
ANNUAL ADDITION. "Annual Addition" shall mean the sum of the following amounts
allocated to a Participant's Accounts for a Limitation Year, which shall include
Employee Salary Deferral Contributions and Qualified Nonelective Contributions
as Employer contributions:
(a) employer contributions;
(b) employee contributions; and,
(c) forfeitures.
BOARD OF DIRECTORS. "Board of Directors" shall mean the board of directors of
the Employer.
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CODE. "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
COMMITTEE. "Committee" shall mean the persons described in Section 7.2.
COMPENSATION. "Compensation" shall mean the remuneration paid to an Employee by
the Employer, for services rendered to the Employer during a Plan Year,
including bonuses, commissions, and overtime, but excluding:
(a) contributions, that are excluded from the employees taxable income,
under any retirement or life insurance program maintained by the
Employer with the exception of any salary reduction amounts an
Employee elects to contribute into a cafeteria plan sponsored by the
Employer under Section 125 of the Code and any Salary Deferral
Contributions a Participant elects to defer under this Plan;
(b) contributions, that are excluded from the employee's taxable income,
under any health or welfare plan maintained by the Employer with the
exception of any salary reduction amounts an Employee elects to defer
into a cafeteria plan sponsored by the Employer under Section 125 of
the Code;
(c) amounts realized from the exercise of any nonqualified stock option or
amounts realized from the lapse of restrictions on restricted property
held by the Employee;
(d) amounts realized from the sale, exchange, or other disposition of
stock acquired under an incentive stock option or qualified stock
option;
(e) amounts for which the Employee receives special tax benefit, such as
premiums for group term life insurance, (but only to the extent the
premiums are not included in the gross income of the Employee); and
(f) for Plan Years beginning after December 31, 1988 and before January 1,
1994, amounts in excess of $200,000 as adjusted under Section
401(a)(17) of the Code.
(g) for Plan Years beginning after December 31, 1993, amounts in excess of
$150,000 as adjusted under Section 401(a)(17) of the Code.
DEFERRAL ACCOUNT. "Deferral Account" shall mean the separate account maintained
for each Participant reflecting Salary Deferral Contributions allocated under
Section 4.1(a), Qualifying Nonelective Contributions under Section 4.1(b), and
earnings thereon.
DEFINED BENEFIT PLAN FRACTION. The "Defined Benefit Plan Fraction" for any year
shall be equal to the quotient of:
(a) the projected annual benefit of the Participant under the defined
benefit plan(s), (determined as of the close of the Limitation Year),
divided
(b) the lesser of:
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(1) the product of 1.25 times the dollar limitation under Section
415(b)(1)(A) of the Code (as adjusted, if necessary) for such
year; or
(2) the product of 1.4 times the amount which may be taken into
account under Section 415(b)(1)(B) of the Code with respect to
such individual for such Limitation Year.
DEFINED CONTRIBUTION PLAN FRACTION. "Defined Contribution Plan Fraction" for
any Limitation Year shall be equal to the quotient of:
(a) the sum of the actual Annual Additions to the Participant's accounts
at the close of the Limitation Year, divided by
(b) the sum of the lesser of the following amounts determined for such
year and for each prior Year of Service of the Employer:
(1) the product of 1.25 times the dollar limitation under Section
415(c)(1)(A) of the Code in effect for such Limitation Year
(determined without regard to Section 415(c)(6) of the Code); or
(2) the product of 1.4 times the amount which may be taken into
account under Section 415(c)(1)(b) for such Limitation Year.
DETERMINATION DATE. "Determination Date" shall mean the last day of the
preceding Plan Year, or in the case of the first Plan Year, the last day of such
first Plan Year.
DISABILITY. "Disability" shall mean a Participant's permanent and total
incapacity of engaging in any employment for the Employer for physical or mental
reasons. Disability shall be deemed to exist only when a written application has
been filed with the Committee by or on behalf of such Participant and when such
Disability is certified to the Committee by a licensed physician approved by the
Committee; provided, however, that in the event any such Participant meets the
requirements for disability benefits under the Social Security law then in
effect, he shall therefore be deemed to be disabled within the meaning of this
definition.
EFFECTIVE DATE. "Effective Date" shall mean the date specified in Section 1.2.
ELIGIBLE EMPLOYEE. "Eligible Employee" shall mean all Employees, except:
(a) Employees who are included in a unit of employees covered by an
agreement between employee representatives and the Employer if there
is evidence that retirement benefits were the subject of good faith
bargaining between such employee representatives and the Employer;
(b) Employees who are nonresident aliens with no earned income from
sources within the United States;
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(c) Financed Agents, as that term is defined in the Employers personnel
manual;
(d) Leased Employees; and
(c) Temporary employees, as that term is defined in the Employers
personnel manual.
EMPLOYEE. "Employee" shall mean a person who is in the employ of the Employer,
excluding the following:
(a) all directors who are not in the Employer's employ in any other
capacity; and
(b) independent contractors.
EMPLOYER. "Employer" shall mean Iowa Farm Bureau Federation, any successor
through merger, consolidation, or purchase of substantially all of the
Employer's assets or business which, within ninety (90) days after such
succession, agrees to continue this Plan, and any other Affiliate which adopts
the Plan, and whereby Iowa Farm Bureau Federation approves such adoption.
EMPLOYER CONTRIBUTION ACCOUNT. "Employer Contribution Account" shall mean the
separate account maintained for each Participant reflecting Matching
Contributions allocated under Section 4.1(b) and earnings or losses thereon.
ENTRY DATE. "Entry Date" shall mean the first day of each calendar month.
ERISA. "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.
EXCESS AMOUNT. "Excess Amount" shall mean for any Participant for the
Limitation Year, the excess, if any, of the "annual additions" which would be
credited to his account under terms of the Plan without regard to the
limitations of Section 415 of the Code, over the maximum "annual additions"
determined pursuant to Section 4.2.
FIVE PERCENT (5%) OWNER. "Five Percent (5%) Owner" shall mean any person who
owns (or is considered as owning within the meaning of Section 318 of the Code)
more than five percent (5%) of the outstanding shares of stock of the Employer,
or stock possessing more than five percent (5%) of the total combined voting
power of all stock of the Employer, calculated without taking into account the
attribution rules of Sections 414(b), (c), and (m) of the Code.
FLEXIBLE CREDITS. "Flexible Credits" shall mean any employer provided credits,
under the Iowa Farm Bureau Federation and Affiliated Companies Flexible Benefits
Plan (the Flexible Benefit Plan), which the Participant elects to defer under
Section 3.1 of the Plan. A Participant's employer provided credits will first be
applied to purchase the other welfare benefits, elected by the Participant,
under the Flexible Benefits Plan before any credits may be deferred under the
Plan.
414(S) COMPENSATION. "414(s) Compensation" shall mean a Participant's
compensation as defined in Section 414(s) of the Code and the Regulations
thereunder, for the Plan Year and shall include
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Salary Deferral Contributions to this Plan. If not otherwise prohibited by law,
each Plan Year the Committee may elect to limit the compensation taken into
account to compensation received by an Employee while the Employee is a Plan
Participant. For Plan Years beginning after December 31, 1993, "414(s)
Compensation" shall not exceed $150,000 (as adjusted under Section 401(a)(17) of
the Code).
415 COMPENSATION. "415 Compensation" shall mean a Participant's compensation as
defined in Section 415(c)(3) of the Code, and the Regulations thereunder for the
Limitation Year. For Plan Years beginning after December 31, 1988, "415
Compensation" shall not exceed $150,000 (as adjusted under Section 401(a)(17) of
the Code). For Plan Years beginning after December 31, 1993, "415 Compensation"
shall not exceed $150,000 (as adjusted under Section 401(a)(17) of the Code).
HIGHLY COMPENSATED EMPLOYEE. "Highly Compensated Employee" shall have the same
meaning as defined in Section 414(q) of the Code and the Regulations thereunder.
(a) Generally, this shall include the group consisting of employees who,
during the current or preceding Plan Year, were either:
(1) at any time a five percent (5%) Owner of the Employer;
(2) in receipt of 415 Compensation in excess of $75,000, as indexed
for inflation in the same manner as under Code Section 415(d);
(3) in receipt of 415 Compensation in excess of $50,000, as indexed
for inflation in the same manner as under Code Section 415(d),
and in the group consisting of the top twenty percent (20%) of
the Employees when ranked on the basis of 415 Compensation paid
during such year; or
(4) at any time an officer of the Employer with 415 Compensation in
excess of fifty percent (50%) of the amount in effect under
Section 415(b)(1)(A) of the Code for such Plan Year.
(b) In the case of the year for which the relevant determination is being
made, an employee not described in Paragraph (2), (3), or (4) for the
preceding Plan Year (without regard to this paragraph) shall not be
treated as described in Paragraph (2), (3), or (4) unless such
employee is a member of the group consisting of one hundred (100)
employees paid the greatest 415 Compensation during the year for which
the determination is being made.
(c) For purposes of this Section, the determination of "415 Compensation"
shall be made without regard to Sections 125, 402(a)(8), 402(h)(1)(B)
of the Code and, in the case of Employer contributions made pursuant
to a salary reduction agreement, without regard to Section 403(b) of
the Code. This definition of "415 Compensation" shall be consistent
with Section 414(q)(7) of the Code and the Regulations thereunder.
(d) The applicable dollar limits referred to in Paragraphs (2) and (3) of
this Section which
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shall be applied, are those in effect for the calendar year in which
the preceding year or determination year begins.
(e) For purposes of Paragraph (a)(4) of this Section, no more than fifty
(50) employees (or, if lesser, the greater of three (3) employees or
ten percent (10%) of the employees) shall be treated as officers.
However, if for any year no officer of the employer is described in
Paragraph (a)(4) of this Section, the highest paid officer of the
employer for such year shall be treated as described in such
paragraph.
(f) This definition of Highly Compensated Employee, shall incorporate by
reference all such relevant rules as contained in Section 414(q) of
the Code and the Regulations thereunder, as needed to make a
determination of such group. Such rules include, but are not limited
to, rules regarding the definition of "employee", inclusion of former
employees, treatment of certain family members, and which employees
may be excluded in determining the Highly Compensated Employee.
HIGHLY COMPENSATED GROUP. "Highly Compensated Group" shall mean the group of
Highly Compensated Employees who are Participants in the Plan.
HOUR OF SERVICE. "Hour of Service" shall mean:
(a) each hour for which an Employee is directly or indirectly compensated
or entitled to Compensation for the performance of duties for the
Employer or an Affiliate;
(b) each hour for which an Employee is directly or indirectly compensated
or entitled to Compensation by the Employer or an Affiliate
(irrespective of whether the employment relationship has terminated)
for reasons other than for the performance of duties, such as
vacation, holidays, sickness, disability, layoff, jury duty, military
duty, or leave of absence; and
(c) each hour for which back pay is awarded or agreed to by the Employer
or an Affiliate without regard to mitigation of damages. Hours of
Service under this Paragraph (c) shall be credited to the Employee for
the Plan Year(s) to which the award or agreement pertains rather than
for the Plan Year in which the award, agreement or payment is made.
(d) for purposes of the provisions of (c) above, an Hour of Service
required to be credited under Paragraphs (a) or (b) above, shall not
also be credited under Paragraph (c) above.
The following rules shall apply for purposes of the provisions of Paragraph (b)
above:
(a) no more than 501 Hours of Service shall be credited to an Employee on
account of any single continuous period during which the Employee
performs no duties whether or not such period occurs during a single
Plan Year;
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(b) an hour for which an Employee is directly or indirectly paid or
entitled to payment on account of a period during which no duties are
performed shall not be credited to the Employee if such payment is
made or due under a plan maintained solely for the purpose of
complying with applicable worker's compensation, unemployment
compensation, or disability insurance laws; and
(c) Hours of Service shall not be credited to an Employee for a payment
which solely reimburses an Employee for medical or medically related
expenses incurred by the Employee.
For purposes of determining an Hour of Service, a payment shall be deemed to be
made by or due from the Employer if such payment is made or due on behalf of the
Employer through a trust fund, an insurer to which the Employer contributes or
pays premiums, or any other entity regardless of whether contributions made or
due to the trust fund, insurer, or other entity are for the benefit of
particular Employees or are on behalf of all Employees.
Solely for purposes of determining whether a One-Year Break in Service has
occurred in a Plan Year, an individual who is absent from work for maternity or
paternity reasons shall receive credit for Hours of Service which would
otherwise have been credited to such individual but for such absence, or, in any
case in which such Hours of Service cannot be determined, eight (8) Hours of
Service per day of such absence. For purposes of this provision, an absence from
work for maternity or paternity reasons means an absence:
(a) by reason of the pregnancy of the individual;
(b) by reason of the birth of a child of the individual;
(c) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual; or
(d) for purposes of caring for such child for a period beginning
immediately following such birth or placement.
Hours of Service credited under this paragraph shall be credited in either the
Plan Year in which the absence begins if such crediting is necessary to prevent
a One-Year Break in Service in that Plan Year, or, in any other case, the
following Plan Year. Notwithstanding anything contained in this provision, no
more than 501 Hours of Service shall be credited to an Employee for maternity or
paternity reasons.
An Employee shall furnish to the Committee such timely information as the
Committee requires to establish that the absence is for maternity or paternity
reasons and the duration of such absence. Notwithstanding anything contained in
this provision, an Hour of Service shall be determined in accordance with
Department of Labor Regulations 2530.200b-2(b) and (c).
KEY EMPLOYEE. "Key Employee" shall mean any employee as defined in Section
416(i) of the Code and the Regulations thereunder. This generally includes the
following:
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(a) an employee who at any time during the Plan Year containing the
Determination Date for the Plan Year to be tested, or any of the four
(4) preceding Plan Years is:
(1) an officer of the Employer or Affiliate having annual 415
Compensation greater than fifty percent (50%) of the amount in
effect under Section 415(b)(1)(A) of the Code for the calendar
year in which the Plan Year ends;
(2) one of the ten (10) employees of the Employer having annual 415
Compensation from the Employer of more than the limitation in
effect under 415(c)(1)(A) of the Code, and owning (or considered
as owning within the meaning of Section 318 of the Code) the
largest interests in the Employer;
(3) a Five Percent (5%) Owner; or
(4) a One Percent (1%) Owner of the Employer if his 415 Compensation
from the Employer exceeds $150,000;
(b) For purposes of determining whether the Plan is Top Heavy, the term
"Key Employee" shall include all beneficiaries of a Key Employee.
(c) For purposes of determining the number of officers in Paragraph 1 of
this Section, no more than fifty (50) employees (or, if lesser, the
greater of 3 or ten percent (10%) of the employees) shall be treated
as officers.
(d) For purposes of this Section, the determination of "415 Compensation"
shall be made without regard to Sections 125, 402(a)(8), 402(h)(1)(B)
of the Code and, in the case of Employer contributions made pursuant
to a salary reduction agreement, without regard to Section 403(b) of
the Code. This definition of "415 Compensation" shall be consistent
with Section 414(q) of the Code and the Regulations thereunder.
(e) Notwithstanding this Section, the determination of whether an employee
is a "Key Employee" shall in all cases be made with reference to
Section 416 of the Code.
LEASED EMPLOYEES. "Leased Employee" shall mean an individual who is not
otherwise an Employee but who provides services to the Employer if:
(a) such services are provided pursuant to an agreement between the
Employer and any other person;
(b) such individual has performed such services for the Employer (or a
related person within the meaning of 144(a)(3) of the Code) on a
substantially full-time basis for a period of at least one (1) year;
and
(c) such services are of a type historically performed by Employees in the
business field of the Employer.
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LIMITATION YEAR. "Limitation Year" shall mean the Plan Year.
MATCHING CONTRIBUTION. "Matching Contribution" shall mean the Employer
contributions described in Section 3.3 which are contributed to the employer
contribution account under Section 4.1(b).
MAXIMUM PERMISSIBLE AMOUNT. "Maximum Permissible Amount" shall mean the lesser
of:
(a) $30,000 (or if greater, one-fourth of the dollar limitation in effect
under Section 415(b)(1)(A), as adjusted periodically as provided in
Section 415(d)(1) of the Code), or
(b) twenty-five percent (25%) of the Participant's 415 Compensation for
the Limitation Year.
If there is a Limitation Year which is less than twelve (12) full months in
duration, the $30,000 limitation (or larger if adjusted) shall be multiplied by
the fraction consisting of the number of months in the short Limitation Year
over twelve (12).
NON-HIGHLY COMPENSATED GROUP. "Non-Highly Compensated Group" shall mean the
group of Participants who are not part of the Highly Compensated Group during a
Plan Year.
NON-KEY EMPLOYEE. "Non-Key Employee" shall mean any Employee who is not a Key
Employee. "Non-Key Employee" shall include all beneficiaries of a Non-Key
Employee.
NORMAL RETIREMENT AGE. "Normal Retirement Age" shall mean age 65.
ONE PERCENT (1%) OWNER. "One Percent (1%) Owner" shall mean any person who would
be a Five Percent (5%) Owner as defined in this Plan, if the term "1% Owner" was
substituted for "5% Owner" where it appears in the definition.
ONE-YEAR BREAK IN SERVICE. "One-Year Break in Service" shall mean a Plan Year
in which the Participant completes less than 501 Hours of Service. However, for
any Plan Year which is a short plan year of less than twelve (12) full months in
duration, the 501 Hours of Service requirement shall be prorated by multiplying
501 hours by the fraction consisting of the number of months in the short plan
year over twelve (12).
PARTICIPANT. "Participant" shall mean:
(a) an Employee who participates in the Plan under Article II;
(b) a former Employee who had participated in the Plan under Article II,
and who continues to be entitled to a benefit under the Plan; or
(c) a former Employee who has participated in the Plan under Article II,
and who has not yet incurred a One-Year Break in Service.
45
<PAGE>
PLAN. "Plan" shall mean the Iowa Farm Bureau Federation 401(k) Savings Plan, as
set forth herein.
PLAN YEAR. "Plan Year" shall mean the twelve- (12) month period which begins on
the first day of January and ends on the last day of December.
PROFIT SHARING ACCOUNT. "Profit Sharing Account" shall mean the separate
account maintained for each Participant reflecting Profit Sharing Contributions
allocated under Section 4.1(c) and earnings or losses thereon.
PROFIT SHARING CONTRIBUTIONS. "Profit Sharing Contributions" shall mean the
contributions allocated to a Participant's Profit Sharing Account under Section
4.1(c).
ROLLOVER ACCOUNT. "Rollover Account" shall mean the separate account to which
contributions are made under Section 3.8.
SALARY DEFERRAL CONTRIBUTIONS. "Salary Deferral Contributions" shall mean the
Compensation and Flexible Credits a Participant elected to defer pursuant to
Section 3.1 which are allocated to a Participant's Deferral Account under
Section 4.1(a).
SPOUSE. "Spouse" shall mean the Spouse or surviving Spouse of a Participant,
and a former Spouse to the extent provided under a "Qualified Domestic Relations
Order" as described in Section 414(p) of the Code. For purposes of the one (1)
year of marriage requirement in this paragraph, if a Participant marries within
one (1) year before the date retirement benefits are to commence, and the
Participant and his Spouse in such marriage have been married for at least a one
(1) year period ending on or before the date of the Participant's death, such
Participant and such Spouse shall be treated as having been married throughout
the one (1) year period ending on the date retirement benefits are to commence.
SUPER TOP HEAVY. "Super Top Heavy" shall mean a Top Heavy Plan as determined in
Section 10.1, except that "90%" shall be substituted for "60%" in every place
that it appears in Section 10.1.
TRUST. "Trust" shall mean the trust set forth in Section 8.1.
TRUSTEE. "Trustee" shall mean the party or parties named under the Trust who
shall have exclusive authority and discretion to manage and control the assets
of the Plan, except to the extent that the Plan expressly provides that the
Trustee is subject to the direction of the Committee.
VALUATION DATE. "Valuation Date" shall mean the last day of the Plan Year, and
any such other date or dates deemed appropriate by the Committee.
YEAR OF SERVICE. "Year of Service" shall mean a twelve- (12) month period
during which an Employee is credited with at least 1,000 Hours of Service.
(a) For any Plan Year which is a short plan year of less than twelve- (12)
full months in duration, the 1,000 Hours of Service requirement shall
be prorated by multiplying the 1,000 hours by the fraction consisting
of the number of months in the short plan year
46
<PAGE>
over twelve (12).
(b) For purposes of determining a Year of Service, the initial twelve-
(12) month period shall begin on the date of the Employee's
commencement of employment or latest reemployment with the Employer.
Subsequent 12-month periods shall be measured by reference to the Plan
Year. An Employee will be deemed to have commenced employment or
reemployment on the first day he is credited with performing an Hour
of Service after such employment or reemployment.
(c) For each Eligible Employee who, immediately preceding his employment
with the Employer, was employed by:
(1) The American Farm Bureau Federation,
(2) any state Farm Bureau Federation, or
(3) any company affiliated with a state Farm Bureau Federation by
virtue of stock control or through management contract,
service with such prior organization shall be credited in determining Years
of Service hereunder.
*****
47
<PAGE>
IN WITNESS WHEREOF, the parties have executed the Plan on the 19th
day of July, 1996.
IOWA FARM BUREAU FEDERATION
FARM BUREAU MANAGEMENT CORPORATION
FARM BUREAU LIFE INSURANCE COMPANY
FARM BUREAU MUTUAL INSURANCE COMPANY
By: Edward M. Wiederstein
------------------------------------------------
President
FBL FINANCIAL GROUP, INC.
By: Edward M. Wiederstein
------------------------------------------------
Chairman
COMMUNICATIONS PROVIDERS, INC.
By: Darryl Jahn
------------------------------------------------
Vice President
TRUSTEE
Edward M. Wiederstein
----------------------------------------------------
President, Iowa Farm Bureau Federation
TRUSTEE
Eugene R. Maahs
----------------------------------------------------
Secretary and Treasurer, Iowa Farm Bureau Federation
48
<PAGE>
DAVIS, BROWN, KOEHN, SHORS & ROBERTS, P.C.
The Financial Center
666 Walnut Street, Suite 2500
Des Moines, Iowa 50309-3993
July 19, 1996
FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266
Ladies and Gentlemen:
FBL Financial Group, Inc., an Iowa corporation (the "Company"), is
filing a Registration Statement on Form S-8 under the Securities Act of 1933
(the "Act") in connection with the proposed sale of up to 115,000 shares of
Class A Common Stock, without par value, of the Company (the "FBL Common
Shares").
As counsel to the Company, we have examined the corporate proceedings
and such other legal matters as we deemed relevant to the authorization and
issuance of the FBL Common Shares covered by the Registration Statement.
Based on such examination, it is our opinion that the FBL Common Shares are
legally issued, fully paid and nonassessable.
We do not find it necessary for the purpose of this opinion, and,
accordingly, do not purport to cover herein, the application of the "Blue
Sky" or securities laws of various states to offers or sales of the FBL
Common Shares.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the references therein to our firm in such
Registration Statement. In giving this consent, we do not concede that we
are experts within the meaning of the Act or the rules and regulations
thereunder, or that this consent is required by Section 7 of the Act.
Very truly yours,
DAVIS, BROWN, KOEHN, SHORS & ROBERTS, P.C.
/s/ Donald J. Brown
------------------------------------------
Donald J. Brown
DJB:dd
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Iowa Farm Bureau Federation and Affiliated Companies
401(k) Savings Plan of our reports (a) dated March 12, 1996, with respect to the
consolidated financial statements and schedules of FBL Financial Group, Inc. as
of December 31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995 included in its prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) dated July 19, 1996, and (b) dated
May 17, 1996, with respect to the financial statements and schedules of the Iowa
Farm Bureau Federation and Affiliates Companies 401(k) Savings Plan as of
December 31, 1995 and 1994 and for the years then ended included as Exhibit 99.1
herein.
Des Moines, Iowa
July 15, 1996
<PAGE>
Iowa Farm Bureau Federation and Affiliated
Companies 401(k) Savings Plan
Financial Statements
and Schedules
Years ended December 31, 1995 and 1994
CONTENTS
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statements of Net Assets Available for Plan Benefits . . . . . . . . . . . 2
Statements of Changes in Net Assets Available for Plan Benefits. . . . . . 3
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . 4
Schedules
Assets Held for Investment . . . . . . . . . . . . . . . . . . . . . . . . 10
Transactions or Series of Transactions in Excess of 5% of the
Current Value of Plan Assets . . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
Report of Independent Auditors
The Board of Directors
Iowa Farm Bureau Federation
We have audited the accompanying statements of net assets available for plan
benefits of the Iowa Farm Bureau Federation and Affiliated Companies 401(k)
Savings Plan as of December 31, 1995 and 1994, and the related statements of
changes in net assets available for plan benefits for the years then ended.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 1995 and 1994, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment at December 31, 1995 and transactions or series of
transactions in excess of 5% of the current value of plan assets for the year
then ended are presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employment
Retirement Income Security Act of 1974, and are not a required part of the
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1995 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1995 financial statements taken as a whole.
The information presented in the schedule of assets held for investments assumes
cost to be equal to current value as historical cost information is not
available. Disclosure of cost information, which is not considered material to
the financial statements taken as a whole, is required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
May 17, 1996
1
<PAGE>
Iowa Farm Bureau Federation and Affiliated
Companies 401(k) Savings Plan
Statements of Net Assets Available for Plan Benefits
DECEMBER 31
1995 1994
-------------------------
ASSETS
Investments:
Mutual funds, at fair value:
FBL Series Fund, Inc.:
High Grade Bond Portfolio $ 225,532 $ 185,448
High Yield Bond Portfolio 246,354 229,548
Managed Portfolio 825,183 622,588
Money Market Portfolio 65,997 56,870
Blue Chip Portfolio 516,020 384,796
Growth Common Stock Portfolio 2,154,425 1,620,314
-------------------------
4,033,511 3,099,564
FBL Money Market Fund, Inc. 70,356 69,154
-------------------------
Total investments in mutual funds 4,103,867 3,168,718
Flexible premium deferred annuities 4,273,444 3,918,338
Notes receivable from participants 579,579 498,506
-------------------------
Total investments 8,956,890 7,585,562
-------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $8,956,890 $7,585,562
-------------------------
-------------------------
SEE ACCOMPANYING NOTES.
2
<PAGE>
Iowa Farm Bureau Federation and Affiliated
Companies 401(k) Savings Plan
Statements of Changes in Net Assets
Available for Plan Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1995 1994
-------------------------
<S> <C> <C>
Additions:
Investment income:
Interest $ 314,291 $ 262,669
Dividends 177,406 176,182
Net unrealized and realized gains (losses) on
investments 628,494 (286,592)
-------------------------
1,120,191 152,259
Contributions:
Employee 501,033 528,704
Rollovers from other plans 15,298 64,250
----------------------
Total additions 1,636,522 745,213
Deductions - benefits paid to participants (265,194) (488,051)
----------------------
Net additions 1,371,328 257,162
Net assets available for plan benefits at begining of year 7,585,562 7,328,400
---------------------
Net assets available for plan benefits at end of year $8,956,890 $7,585,562
---------------------
---------------------
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE>
Iowa Farm Bureau Federation and Affiliated
Companies 401(k) Savings Plan
Notes to Financial Statements
December 31, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
Investments in FBL Series Fund, Inc. and FBL Money Market Fund, Inc. are stated
at fair market value, based on the latest quoted market price. Investments in
flexible premium deferred annuities, which are considered fully benefit-
responsive contracts, are valued at contract value (including earnings
attributed to the investment). Contract value approximates fair value.
Notes receivable from participants are stated at the unpaid principal balance
plus accrued interest, which approximate fair value. The interest rate is
1-1/2% above the FBL Flexible Premium Deferred Annuity Rate and ranged from
8.10% to 8.60% during the year ended December 31, 1995 and 7.75% to 8.10% during
the year ended December 31, 1994.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
2. DESCRIPTION OF THE PLAN
Iowa Farm Bureau Federation and Affiliated Companies 401(k) Savings Plan (the
Plan) is a defined contribution plan which covers substantially all employees of
Iowa Farm Bureau Federation and affiliated companies (the Companies) and is
designed to provide retirement benefits. Participants are allowed to contribute
form 1% to 15% of their salaries, after tax, to the Plan, subject to certain
limitations described in the plan document. The Companies may contribute a
discretionary matching contribution equal to a percentage not to exceed the
aggregate amount of compensation contributed to each participant's deferral
account for each plan year. All amounts are 100% vested. The Plan also allows
for participants to borrow money from the Plan subject to certain provisions.
In addition, the Companies provide a supplemental early retirement plan. This
supplemental plan together with the basic defined benefit retirement plan
provides employees 70% of average monthly compensation after age 55 with 30
years of service. Because total contributions to the basic retirement plan, the
supplemental early retirement plan, and the Plan would likely exceed the 25% of
taxable compensation limitation, the Companies discontinued pre-tax
contributions to the 401(k) plan effective January 1, 1994 and implemented a
401(m) amendment to the plan. The 401(m) amendment will only allow after-tax
dollar contributions (rather than before-tax).
4
<PAGE>
Iowa Farm Bureau Federation and Affiliated
Companies 401(k) Savings Plan
Notes to Financial Statements (continued)
2. DESCRIPTIONS OF THE PLAN (CONTINUED)
On termination of service, the participant may elect to receive either a lump-
sum amount equal to the value of the account or equal installment payments over
a period of time not to exceed the life expectancy of the participant.
The foregoing description of the Plan provides only general information. A more
complete description of the Plan's provisions may be obtained from the plan
administrator.
3. INVESTMENTS
Contributions are invested in the mutual funds or flexible premium deferred
annuities sponsored by or offered by the Companies. Participants may elect
which portfolios of the mutual funds to invest their contributions. The
portfolios invest primarily in common stock, fixed income, high quality
corporate bonds, debt securities of the United States Government and short-term
money markets. Participants electing to have contributions deposited into the
Flexible Premium Deferred Annuities receive interest at a rate determined by the
Board of Directors of Farm Bureau Life Insurance Company, with a guaranteed rate
of 3%. These rates vary based upon the investment experience of the general
account of Farm Bureau Life Insurance Company. During the years ended December
31, 1995 and 1994, the interest rate credited to these contributions ranged from
6.60% to 7.10% and 6.25% to 6.60%, respectively. During the years ended
December 31, 1995 and 1994, the average yield on the Flexible Premium Deferred
Annuities was 6.84% and 6.07%, respectively.
Changes in net assets available for plan benefits for each investment option are
as follows:
<TABLE>
<CAPTION>
HIGH GRADE HIGH YIELD MONEY
BOND BOND MANAGED MARKET BLUE CHIP
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at January 1, 1994 $197,764 $244,325 $567,915 $54,399 $444,494
Interest and dividend income
11,227 18,044 32,952 1,192 2,846
Net unrealized and realized
losses on investments (11,801) (22,730) (57,704) -- (620)
Contributions:
Employees 10,852 17,747 87,004 3,321 36,584
Rollovers from other plans -- 3,097 11,116 -- 3,513
Benefits paid to participants (21,180) (15,019) (28,789) (611) (49,378)
Transfers between funds (1,414) (15,916) 10,094 (1,431) (52,643)
---------------------------------------------------------------------
Net assets available for plan
benefits at December 31, 1994 185,448 229,548 622,588 56,870 384,796
</TABLE>
5
<PAGE>
Iowa Farm Bureau Federation and Affiliated
Companies 401(k) Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
HIGH GRADE HIGH YIELD MONEY
BOND BOND MANAGED MARKET BLUE CHIP
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest and dividend income $ 12,910 $ 19,065 $ 38,250 $ 2,281 $ 4,046
Net unrealized and realize
gains on investments 11,408 8,147 118,477 -- 121,697
Contributions:
Employees 8,835 16,258 82,854 7,328 38,453
Rollovers from other plans 341 751 3,434 1,330 751
Benefits paid to participants (2,527) (18,708) (25,378) (525) (18,218)
Transfers between funds 9,117 (8,707) (15,042) (1,287) (15,505)
---------------------------------------------------------------------------------
Net assets available for plan
benefits at December 31, 1995 $225,532 $246,354 $825,183 $ 65,997 $516,020
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
GROWTH FLEXIBLE NOTES
COMMON FBL MONEY PREMIUM RECEIVABLE
STOCK MARKET DEFERRED FROM
PORTFOLIO FUND,INC. ANNUITIES PARTICIPANTS TOTALS
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at January 1, 1994 $1,555,141 $ 71,457 $3,796,342 $ 396,563 $7,328,400
Interest and dividend income 108,039 1,882 234,020 28,649 438,851
Net unrealized and realized
losses on investments (193,737) -- -- -- (286,592)
Contributions:
Employees 183,072 9,010 181,114 -- 528,704
Rollovers from other plans 12,471 -- 34,053 -- 64,250
Benefits paid to participants (109,119) (2,050) (261,905) -- (488,051)
Loans made to participants -- -- (347,400) 347,400 --
Loan repayments -- -- 274,106 (274,106) --
Transfers between funds 64,447 (11,145) 8,008 -- --
---------------------------------------------------------------------------------
Net assets available for plan
benefits at December 31, 1994 1,620,314 69,154 3,918,338 498,506 7,585,562
</TABLE>
6
<PAGE>
Iowa Farm Bureau Federation and Affiliated
Companies 401(k) Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
GROWTH FLEXIBLE NOTES
COMMON FBL MONEY PREMIUM RECEIVABLE
STOCK MARKET DEFERRED FROM
PORTFOLIO FUND, INC. ANNUITIES PARTICIPANTS TOTALS
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest and dividend income $ 97,744 $ 3,110 $ 280,358 $ 33,933 $ 491,697
Net unrealized and realized
gains on investments 368,765 -- -- -- 628,494
Contributions:
Employees 161,425 11,276 174,604 -- 501,033
Rollovers from other plans 5,056 -- 3,635 -- 15,298
Benefits paid to participants (79,269) (2,139) (118,430) -- (265,194)
Loans made to participants -- -- (353,300) 353,300 --
Loan repayments -- -- 306,160 (306,160) --
Transfers between funds (19,610) (11,045) 62,079 -- --
-----------------------------------------------------------------------
Net assets available for plan
benefits at December 31, 1994 $2,154,425 $ 70,356 $4,273,444 $ 579,579 $8,956,890
-----------------------------------------------------------------------
-----------------------------------------------------------------------
</TABLE>
The fair values of individual investments that represent 5% or more of the
Plan's net assets are as follows:
DECEMBER 31
1995 1994
---------------------------
FBL Series Fund, Inc.:
Managed Portfolio (64,217 shares in 1995 and
57,066 shares in 1994) $ 825,183 $ 622,588
Blue Chip Portfolio (20,908 shares in 1995 and
20,479 shares in 1994) 516,020 384,796
Growth Common Stock Portfolio (152,796 shares
in 1995 and 139,322 shares in 1994) 2,154,425 1,620,314
Flexible premium deferred annuities 4,273,444 3,918,338
Notes receivable from participants 579,579 498,506
7
<PAGE>
Iowa Farm Bureau Federation and Affiliated
Companies 401(k) Savings Plan
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated November 18, 1994, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code of 1986 (the "Code") and, therefore, is exempt from
taxation. Once qualified, the Plan is required to operate in conformity with
the Code and ERISA to maintain its tax-exempt status. The administrator is not
aware of any course of action or series of events that have occurred that might
adversely affect the Plan's qualified status.
5. ADMINISTRATIVE AND OPERATING EXPENSES
The Companies pay all administrative and operating expenses of the Plan.
6. SUBSEQUENT EVENT
Effective January 1, 1996, the Company approved a plan amendment that will
provide profit sharing for agency managers and assistant agency managers through
employer contributions.
8
<PAGE>
SCHEDULES
<PAGE>
Iowa Farm Bureau Federation and Affiliated
Companies 401(k) Savings Plan
Assets Held for Investment
December 31, 1995
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT
IDENTITY OF ISSUER, INCLUDING MATURITY DATE,
BORROWER RATE OF INTEREST, PAR CURRENT
OR SIMILAR PARTY OR MATURITY VALUE COST VALUE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FBL Series Fund, Inc. Investments in mutual fund as
follows:
High Grade Bond Portfolio $ 225,532* $ 225,532
High Yield Bond Portfolio 246,354* 246,354
Managed Portfolio 825,183* 825,183
Money Market Portfolio 65,997 65,997
Blue Chip Portfolio 516,020* 516,020
Growth Common Stock
Portfolio 2,154,425* 2,154,425
FBL Money Market Fund,
Inc. Money market mutual fund 70,356 70,356
Farm Bureau Life Insurance Flexible premium deferred
Company annuities 4,273,444 4,273,444
Various participants Notes receivable, 7.75% to
10.25% due through
December 2000 579,579 579,579
----------------------------------------
Total investments $8,956,890 $8,956,890
----------------------------------------
----------------------------------------
</TABLE>
The issuers of all the investments above are considered as parties-in-interest
to the Plan.
* Cost is assumed to equal current value as historical cost information is
not available.
10
<PAGE>
Iowa Farm Bureau Federation and Affiliated
Companies 401(k) Savings Plan
Transaction or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets
Year ended December 31, 1995
NUMBER OF
TRANSACTIONS IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET
- -------------------------------------------------------------------------------
CATEGORY (i) -- ANY SINGLE SECURITY TRANSACTION WHICH EXCEEDS 5% OF THE PLAN
ASSETS.
For purposes of schedule presentation, category (i) transactions have been
aggregated and included under the category (iii) heading.
CATEGORY (iii) -- ANY TRANSACTIONS INVOLVING SECURITIES OF THE SAME ISSUE, WHEN
AGGREGATED, EXCEEDS 5% OF PLAN ASSETS.
50 FBL Series Fund, Inc.* Purchases of Growth Common
Stock Portfolio
59 FBL Series Fund, Inc.* Sales of Growth Common Stock
Portfolio
74 Farm Bureau Life Insurance Purchases of Flexible Premium
Company* Deferred Annuity
138 Farm Bureau Life Insurance Sales of Flexible Premium
Company* Deferred Annuity
89 Various participants* Issuance of notes receivable
12 Various participants* Repayments (net of interest)
of notes receivable
THERE WERE NO CATEGORY (ii) OR (iv) TRANSACTIONS DURING THE YEAR ENDED
DECEMBER 31, 1995.
* Indicates party-in-interest to the Plan.
Cost information is not available. Purchases include expenditures for
securities and realized and unrealized gains/losses during the year. Sales
represent proceeds received upon sale of securities.
11
<PAGE>
CURRENT VALUE NET GAIN
PURCHASE PRICE SELLING PRICE COST OF ASSET OF ASSETS (LOSS)
- -------------------------------------------------------------------------------
$645,755 $ -- $645,755 $645,755 $ --
-- 111,644 111,644 111,644 --
841,282 -- 841,282 841,282 --
-- 486,176 486,176 486,176 --
353,300 -- 353,300 353,300 --
-- 272,227 272,227 272,227 --
12
