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EXHIBIT A
ARTICLES OF AMENDMENT
CERTIFICATE OF DESIGNATIONS
SERIES C CUMULATIVE VOTING PREFERRED STOCK
OF
FBL FINANCIAL GROUP, INC.
Pursuant to Section 490.602 of the Iowa Business Corporation Act, FBL
Financial Group, Inc., an Iowa Corporation (the "Company"), DOES HEREBY
CERTIFY:
That pursuant to the authority conferred upon the Board of Directors of the
Company by the Restated Articles of Incorporation of the Company, the Board of
Directors of the Company on ____________, 2000, duly adopted the following
resolution creating a series of Preferred Stock designated as Series C
Cumulative Voting Preferred Stock, and such resolution has not been modified
and is in full force and effect on the date hereof:
RESOLVED, that pursuant to the authority vested in the Board of Directors of
the Company in accordance with the provisions of its Restated Articles of
Incorporation, a series of Preferred Stock of the Company, be and hereby is,
authorized to be issued, subject to the definitions set forth in Section 10
below, with voting powers, designations, preferences, conversion, and other
special rights, qualifications, limitations and restrictions as follows:
1. DESIGNATION AND NUMBER.
The shares of this series of Preferred Stock shall be designated as
Series C Cumulative Voting Preferred Stock with a par value of $25.8425
per share (the "Series C Preferred Stock") and the number of shares
constituting the Series C Preferred Stock shall be three million seven
hundred fifty-two thousand one hundred (3,752,100), which number may be
decreased (but not increased) by the Board of Directors without a vote
of stockholders; provided, however, that such number may not be
decreased below the number of then outstanding shares of Series C
Preferred Stock.
2. DIVIDENDS AND DISTRIBUTIONS.
(a) The holders of shares of Series C Preferred Stock shall be
entitled to receive cumulative cash dividends ("Series C
Dividends") in an amount per share described below. Although
accruing from the date of issuance of the Series C Preferred
Stock, the Series C Dividends shall only be payable when, as
and if declared by the Board of Directors of the Company out
of funds legally available therefor to holders of record at
the start of business on each Dividend Payment Date (as
hereinafter defined). Such dividends shall be paid quarterly
on the last Business Day of March, June, September and
December (each a "Dividend Payment Date"). The amount of the
dividend payable on each Dividend Payment Date shall be the
greater of (i) $.10 per share or (ii) the amount of the
Regular
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Quarterly Dividend (as hereinafter defined) paid on the
Class A Common Stock dividend payment date coinciding with
or immediately preceding the date of issuance of the Series
C Preferred Stock, (the greater of (i) or (ii) being the
"Base Amount"). In addition to the Base Amount, the Company
shall pay on each Dividend Payment Date an amount per share
equal to the amount by which the Regular Quarterly Dividend
paid on the Class A Common Stock dividend payment date
coinciding with or immediately preceding such Dividend
Payment Date exceeds the Base Amount(the "Participating
Amount"). Series C Dividends shall begin to accrue on
outstanding shares of Series C Preferred Stock from the date
of issuance of such shares of Series C Preferred Stock. The
Regular Quarterly Dividend shall be prorated for the number
of days that the Series C Preferred Stock is issued and
outstanding. Series C Dividends shall accrue on a daily
basis whether the Company shall have earnings or surplus at
the time and whether the Board of Directors of the Company
declares the Series C Dividend payable. Series C Dividends
accrued for any period less than a full quarterly period
shall be computed on the basis of a 360-day year of 30-day
months. Accrued but unpaid Series C Dividends shall cumulate
as of the Dividend Payment Date on which they first become
payable, but no interest shall accrue on accumulated but
unpaid Series C Dividends. The term "Regular Quarterly
Dividend" shall mean the dividend paid by the Company on a
regular quarterly basis on each share of Class A Common
Stock in the ordinary course of business. The Participating
Amount shall be subject to adjustment as provided in Section
6 hereof. The Series C Preferred Stock shall be entitled to
participate in all extraordinary dividends paid or payable
to holders of Class A Common Stock.
(b) So long as any Series C Preferred Stock shall be outstanding,
no dividend shall be declared or paid or set apart for payment
on any other series of stock ranking on a parity with the
Series C Preferred Stock as to dividends, unless there shall
also be or have been declared or paid or set apart for
payment on the Series C Preferred Stock, dividends for all
dividend payment periods of the Series C Preferred Stock
ending on or before the dividend payment date of such parity
stock, ratably in proportion to the respective amounts of
dividends accumulated and unpaid. In the event that full
cumulative dividends on the Series C Preferred Stock have
not been declared and paid or set apart for payment when
due, the Company shall not declare or pay or set apart for
payment any dividends or make any other distributions on, or
make any payment on account of the purchase, redemption or
other retirement of, any other class of stock or series
thereof of the Company ranking, as to dividends or as to
distributions in the event of a liquidation, dissolution or
winding-up of the Company, junior to the Series C Preferred
Stock until full cumulative dividends on the Series C
Preferred Stock shall have been declared and paid or set
apart for payment; PROVIDED, HOWEVER, that the foregoing
shall not apply to (i) any dividend payable solely in any
shares of stock ranking, as to dividends or as to
distributions in the event of a liquidation, dissolution or
winding-up of the Company, junior to the Series C Preferred
Stock, or (ii) the acquisition of shares of any stock
ranking, as to dividends or as to distributions in
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the event of a liquidation, dissolution or winding-up of the
Company, junior to the Series C Preferred Stock either (A)
pursuant to any employee or director incentive or benefit
plan or arrangement (including any employment, severance or
consulting agreement) of the Company or any subsidiary of
the Company heretofore or hereafter adopted or (B) in
exchange solely for shares of any other stock ranking junior
to the Series C Preferred Stock.
(c) Notwithstanding anything contained in this Certificate of
Designations to the contrary, the holders of a majority of the
outstanding shares of Series C Preferred Stock may waive the
right of the holders of all of the Series C Preferred Stock to
receive any dividend otherwise payable on the Series C
Preferred Stock pursuant to the provisions of this Section 2.
3. VOTING RIGHTS. The holders of the shares of Series C Preferred Stock
shall have the following voting rights:
(a) The holders of Series C Preferred Stock shall be entitled to
vote on all matters submitted to a vote of the holders of
Class A Common Stock of the Company, voting together with the
holders of Class A Common Stock as one class. Each share of
the Series C Preferred Stock shall be entitled to one vote,
adjusted as provided in Section 6 hereof.
(b) Except as otherwise required by the Iowa Business Corporation
Act or set forth herein, holders of Series C Preferred Stock
shall have no special voting rights as a separate voting group
and their consent shall not be required (except to the extent
they are entitled to vote with holders of Class A Common Stock
as set forth herein) for the taking of any corporate action;
PROVIDED, HOWEVER, that the vote of at least a majority of
the outstanding shares of Series C Preferred Stock, voting
as a separate voting group, shall be necessary to adopt any
alteration, amendment or repeal of any provision of the
Restated Articles of Incorporation of the Company, as
amended, or this certificate (including any such alteration,
amendment or repeal effected by any merger or consolidation
in which the Company is the surviving or resulting Person)
if such amendment, alteration or repeal would alter or
change the powers, preferences or special rights of the
shares of Series C Preferred Stock so as to affect them
adversely.
4. LIQUIDATION, DISSOLUTION OR WINDING-UP.
(a) Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Company, the holders of shares of Series C
Preferred Stock shall be entitled to receive out of the assets
of the Company which remain after the debts or obligations of
the Company have been paid and which are available for payment
to stockholders and subject to the rights of the holders of
stock of the Company ranking senior to or on a parity with the
Series C Preferred Stock in respect of distributions upon
liquidation, dissolution or winding-up of the Company, before
any amount shall be paid or distributed among the holders of
Common Stock or
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any other shares ranking junior to the Series C Preferred
Stock in respect of distributions upon liquidation,
dissolution or winding-up of the Company, liquidating
distributions in cash in the amount of the par value of
$25.8425 per share plus an amount in cash equal to all
accrued and unpaid dividends thereon to the date fixed for
distribution. If upon any liquidation, dissolution or
winding-up of the Company, the amounts payable with respect
to the Series C Preferred Stock and any other stock ranking
as to any such distribution on a parity with the Series C
Preferred Stock are not paid in full, the holders of the
Series C Preferred Stock and such other stock shall share
ratably in any distribution of assets in proportion to the
full respective preferential amounts to which they are
entitled. After payment of the full amount to which they are
entitled as provided by the foregoing provisions of this
paragraph 4(a), the holders of shares of Series C Preferred
Stock shall not be entitled to any further right or claim to
any of the remaining assets of the Company.
(b) Neither the merger or consolidation of the Company with or
into any other company, nor the merger or consolidation of any
other company with or into the Company, nor the sale,
transfer, exchange or lease of all or any portion of the
assets of the Company, shall be deemed to be a dissolution,
liquidation or winding-up of the affairs of the Company for
purposes of this Section 4, but the holders of Series C
Preferred Stock shall nevertheless be entitled in the event of
any such transaction to the rights provided by Section 5
hereof.
(c) Written notice of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, stating the payment
date or dates when, and the place or places where, the amounts
distributable to holders of Series C Preferred Stock in such
circumstances shall be payable, shall be given by first-class
mail, postage prepaid, mailed not less than twenty (20) days
prior to any payment date stated therein, to the holders of
shares of Series C Preferred Stock at the address shown on the
books of the Company or any transfer agent for the Series C
Preferred Stock.
5. CONSOLIDATION, MERGER, ETC.
(a) In the event that the Company shall consummate any
consolidation or merger or similar transaction, however named,
pursuant to which (i) the outstanding shares of Class A Common
Stock are by operation of law exchanged for or changed,
reclassified or converted into stock of any successor or
resulting company (including the Company), and, if applicable,
for a cash payment in lieu of fractional shares, if any, and
(ii) a majority of the board of directors of the Company
ceases to consist of representatives of members or affiliates
of the American Farm Bureau Federation, the shares of Series C
Preferred Stock shall, at the option of the holders thereof,
either be redeemed for cash at the Cash Redemption Price or
converted into the number of Class A Common Shares of the
Company equal to the number of votes then possessed by the
holder thereof.
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(b) In the event the Company shall enter into any agreement
providing for any transaction described in paragraph (a) of
this Section 5, then the Company shall as soon as practicable
thereafter (and in any event at least ten (10) Business Days
before consummation of such transaction) give notice of such
agreement, the material terms thereof and the proposed closing
date thereof to each holder of Series C Preferred Stock and
each such holder shall have the right to elect, by written
notice to the Company (the "Election Notice"), to receive,
upon consummation of such transaction (if and when such
transaction is consummated), from the Company or the successor
of the Company, in retirement of such Series C Preferred
Stock: (i) a cash payment equal to the Cash Redemption Price
as defined below, (ii) the number of shares of Class A Common
Stock of the Company described in the last sentence of
paragraph (a) of this Section 5, or (iii) a combination of (i)
and (ii). No such Election Notice shall be effective unless
given to the Company prior to the close of business on the
fifth Business Day prior to consummation of such transaction.
Any Election Notice so given may be withdrawn by written
notice given to the Company prior to the close of business on
the fifth Business Day prior to consummation of such
transaction. If any holder fails to timely give an Election
Notice to the Company, the holder shall be deemed to have
elected to have such Series C Preferred Stock redeemed for
cash at the Cash Redemption Price.
6. ANTI-DILUTION ADJUSTMENTS.
(a) In the event the Company shall, at any time or from time to
time while any of the shares of the Series C Preferred Stock
are outstanding: (i) pay any dividend or make a distribution
in respect of the Class A Common Stock in shares of Class A
Common Stock or in securities convertible or exchangeable into
Class A Common Stock, or (ii) subdivide the outstanding shares
of Class A Common Stock, or (iii) combine the outstanding
shares of Class A Common Stock into a smaller number of
shares, in each case whether by reclassification of shares,
recapitalization of the Company (including a recapitalization
effected by a merger or consolidation to which Section 5
hereof does not apply), then the amount of the Regular
Quarterly Dividend for purposes of calculating the
Participating Amount of the Series C Dividends under Section
2, the number of votes under Section 3 and the number of
shares of Class A Common Stock of the Company into which the
Series C Preferred Stock may be converted under Section 5 in
effect immediately prior to such action shall be adjusted by
multiplying such votes, Regular Quarterly Dividend, or number
of shares of Class A Common Stock by a fraction, the
denominator of which is the number of shares of Class A Common
Stock outstanding immediately before such event and the
numerator of which is the number of shares of Class A Common
Stock outstanding immediately after such event. An adjustment
made pursuant to this paragraph 6(a) shall be given effect,
upon declaration of such a dividend or distributions of the
record date for the determination of shareholders entitled to
receive such dividend described in clause (i) above and in the
case of a subdivision or combination shall become effective
immediately as of the effective date thereof.
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(b) Whenever an adjustment to the voting rights of the Series C
Preferred Stock, the Participating Amount of the Series C
Dividend or the number of shares of Class A Common Stock
issuable upon a conversion is required pursuant to this
Certificate of Designations, the Company shall forthwith place
on file with the transfer agent for the Class A Common Stock
and the Series C Preferred Stock if there be one, and with the
Secretary of the Company, a statement signed by two officers
of the Company stating the voting rights (as appropriately
adjusted), of the Series C Preferred Stock, the adjustment to
the Participating Amount of the Series C Dividend and the
number of shares of Class A Common Stock issuable upon a
conversion. Such statement shall set forth in reasonable
detail such facts as shall be necessary to show the reason and
the manner of computing such adjustments, Promptly after each
such adjustment the Company shall mail a notice thereof to
each holder of shares of the Series C Preferred Stock.
(c) WAIVER OF ANTI-DILUTION OBLIGATION. Notwithstanding anything
contained in this Section 6 to the contrary, the holders of at
least sixty percent (60%) of the outstanding shares of Series
C Preferred Stock may waive the obligation of the Company with
respect to all holders of Series C Preferred Stock under this
Section 6 by giving written notice to the Company.
7. RANKING; RETIREMENT OF SHARES.
(a) The Series C Preferred Stock shall rank senior to the Class A
Common Stock and the Class B Common Stock and shall rank on a
parity with the Series B Preferred Stock as to the payment of
dividends and the distribution of assets upon liquidation,
dissolution and winding-up of the Company, and shall rank on a
parity with all other series or classes of the Company's
Preferred Stock, as to the payment of dividends and the
distribution of assets upon liquidation, dissolution or
winding-up of the Company. The Company shall not authorize or
issue any equity that ranks senior to the Series C Preferred
Stock. No provision of this paragraph shall be deemed to
prohibit an affiliate of the Company from issuing trust
preferred securities.
(b) Any shares of Series C Preferred Stock acquired by the Company
by reason of the redemption of such shares as provided by this
Certificate of Designations, or otherwise so acquired, shall
be retired as shares of Series C Preferred Stock and restored
to the status of authorized but unissued shares of preferred
stock of the Company, undesignated as to series, and may
thereafter be reissued as part of a new series of such
preferred stock as permitted by law.
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8. REDEMPTION.
(a) Subject to the provisions of subparagraph (c) of this
Section8, forty-nine and nine-tenths percent (49.9%) of the
outstanding shares of Series C Preferred Stock shall be
redeemed by the Company for cash in the amount of its par
value of $25.8425 per share plus all accrued and unpaid
dividends, (the "Cash Redemption Price") payable by wire
transfer of immediately available funds on the first Business
Day after the first annual anniversary date of the issuance of
the Series C Preferred Stock (the "First Anniversary Date").
(b) Subject to the provisions of subparagraph (c) of this
Section8, the remaining outstanding shares of Series C
Preferred Stock shall be redeemed by the Company for cash in
the amount of the Cash Redemption Price, payable by wire
transfer of immediately available funds on the first Business
Day after the fifth annual anniversary date of the issuance of
the Series C Preferred Stock (the "Fifth Anniversary Date").
(c) If the Company, in its sole discretion, determines that it is
unable to pay (which determination may not be challenged by
any holder of the Series C Preferred Stock) the Cash
Redemption Price payable on the First Anniversary Date or the
Cash Redemption Price payable on the Fifth Anniversary Date,
the Company shall, in lieu thereof, issue and deliver to the
holders of the Series C Preferred Stock to be redeemed on such
dates, in complete satisfaction of the requirements to pay
such Cash Redemption Price, shares of its Class A Common
Stock. The number of shares of Class A Common Stock to be
issued in exchange for one share of Series C Preferred Stock
shall be (x) the Cash Redemption Price (y) divided by the
Average Fair Market Value of one share of Class A Common Stock
(the "Stock Redemption Price").
(d) Unless otherwise required by law, notice of redemption will be
sent to the holders of Series C Preferred Stock at the address
shown on the books of the Company or any transfer agent for
the Series C Preferred Stock by first class mail, postage
prepaid, mailed not less than twenty (20) days nor more than
sixty (60) days prior to the First Anniversary Date and Fifth
Anniversary Date. Each such notice shall state: (i) the
redemption date; (ii) the total number of shares of the Series
C Preferred Stock to be redeemed and, if fewer than all the
shares held by such holder are to be redeemed, the number of
such shares to be redeemed from such holder; (iii) the Cash
Redemption Price or the Stock Redemption Price; (iv) the place
or places where certificates for such shares are to be
surrendered for payment or exchange; and (v) that dividends on
the shares to be redeemed will cease to accrue on such
redemption date. Upon the date fixed for redemption, the
Company shall either set aside cash funds having a value equal
to the aggregate Cash Redemption Price for the shares of
Series C Preferred Stock to be redeemed or issue shares of
Class A Common Stock in the number required to pay the Stock
Redemption Price. Payment or exchange of the Redemption Price
shall be made
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by the Company only upon surrender of the certificates
evidencing the shares of Series C Preferred Stock so
redeemed, properly endorsed or assigned for transfer.
(e) From and after the date fixed for redemption, and provided the
Company shall have set aside funds or issued shares of Class A
Common Stock sufficient to redeem the Series C Preferred
Stock, dividends on shares of Series C Preferred Stock called
for redemption will cease to accrue, such shares will no
longer be deemed to be outstanding and all rights in respect
of such shares of the Company shall cease, except the right to
receive the Redemption Price therefor, without interest, upon
surrender to the Company of the certificates evidencing such
shares, properly endorsed or assigned for transfer.
9. MISCELLANEOUS.
(a) All notices referred to herein shall be in writing, and all
notices hereunder shall be deemed to have been given upon the
earlier of receipt thereof or three (3) Business Days after
the mailing thereof if sent by registered mail (unless
first-class mail shall be specifically permitted for such
notice under the terms of this Certificate of Designation)
with postage prepaid, addressed: (i) if to the Company, to its
office at 5400 University Avenue, West Des Moines, Iowa 50266
(Attention: General Counsel) or other agent of the Company
designated as permitted by this Resolution, or (ii) if to any
holder of the Series C Preferred Stock, to such holder at the
address of such holder as listed in the stock record books of
the Company (which may include the records of any transfer
agent for the Series C Preferred Stock), with a copy to The
Kansas Farm Bureau, 2677 KFB Plaza, PO Box 3500, Manhattan,
Kansas 66503-8508 (Attn: General Counsel) or (iii) to such
other address as the Company or any such holder, as the case
may be, shall have designated by notice similarly given.
(b) The Company shall pay any and all stock transfer and
documentary stamp taxes that may be payable in respect of any
issuance or delivery of shares of Series C Preferred Stock or
certificates representing such shares or securities. The
Company shall not, however, be required to pay any such tax
which may be payable in respect of any transfer involved in
the issuance or delivery of shares of Series C Preferred Stock
in a name other than that in which the shares of Series C
Preferred Stock with respect to which such shares or other
securities are issued or delivered were registered, or in
respect of any payment to any person with respect to any such
shares or securities other than a payment to the registered
holder thereof..
(c) The Company may (but shall not be required to) appoint, and
from time to time discharge and change, a transfer agent for
the Series C Preferred Stock. Upon any such appointment or
discharge of a transfer agent, the Company shall send notice
thereof by first-class mail, postage prepaid, to each holder
of record of Series C Preferred Stock.
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(d) Fractional Shares. Notwithstanding any other provision of this
Certificate of Designation, the Company shall not be required
to issue fractions of shares upon conversion of any shares of
Series C Preferred Stock or to distribute certificates which
evidence fractional shares. In lieu of fractional shares, the
Company shall pay therefor, at the time of any conversion of
shares of Series C Preferred Stock as herein provided, an
amount in cash equal to such fraction multiplied by the
Average Fair Market Value of a share of Class A Common Stock
on such date.
(e) Mechanics of Conversion. The holder of record of Series C
Preferred Stock on the date on which conversion occurs shall
be deemed to be the holder of record of the shares of Class A
Common Stock into which such shares of Series C Preferred
Stock were converted on such date, notwithstanding that the
certificates representing such Class A Common Stock shall not
then be actually delivered to such Person.
(f) Reservation of Class A Common Stock. The Company shall at all
times reserve and keep available for issuance upon the
conversion of the shares of Series C Preferred Stock, the
maximum number of its authorized but unissued shares of Class
A Common Stock sufficient to permit the conversion of all
outstanding shares of Series C Preferred Stock, and shall take
all action required to increase the authorized number of
shares of Class A Common Stock if at any time there shall be
insufficient authorized but unissued shares of Class A Common
Stock to permit such reservation or to permit the conversion
of all outstanding shares of Series C Preferred Stock.
(g) No Conversion Charge or Tax. The issuance and delivery of
certificates for shares of Class A Common Stock upon the
conversion of shares of Series C Preferred Stock shall be made
without charge to the holder of shares of Series C Preferred
Stock for any issue or transfer tax, or other incidental
expense in respect of the issuance or delivery of such
certificates or the securities represented thereby, all of
which taxes and expenses shall be paid by the Company.
10. DEFINITIONS.
For the purpose of this Certificate of Designations, the following terms shall
have the meanings indicated:
"Average Fair Market Value" shall mean the average of the daily closing prices
on the New York Stock Exchange per share of such Class A Common Stock for the
10 consecutive trading days before the day in question. If on any such date
the shares of such Class A Common Stock are not listed or admitted for trading
on any national securities exchange and not quoted on any similar service, the
Average Fair Market Value for such shares shall be the fair market value as
determined by mutual agreement of the Board of Directors of the Company and a
representative of holders of a majority of the Series C Preferred Stockholders.
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"Business Day" shall mean any day other than a Saturday, Sunday or other day
on which commercial banks in the City of New York are authorized or required
by law or executive order to close.
"Class A Common Stock" shall mean Company's no par value Class A Common Stock,
as the same exists at the date of filing of this Certificate of Designations
relating to the Series C Preferred Stock, or any other class of stock
resulting from successive changes or reclassifications of such Class A Common
Stock consisting solely of changes in par value, or from par value to no par
value or from no par value to par value.
"Person" shall mean any individual, firm, Company, partnership, trust, limited
liability company, incorporated or unincorporated association, joint venture,
joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind, and shall include any successor (by
merger or otherwise) of such entity.
FURTHER RESOLVED, that the Chief Executive Officer, any Vice President, the
Secretary, or the Treasurer of the Company be, and hereby is, authorized for
and on behalf of the Company, to perform any and all acts and execute any and
all documents necessary or advisable to effectuate the foregoing Resolution.
The date of adoption of the amendment was ___________ __, 2000.
The amendment was duly adopted and approved by the board of directors
without shareholder approval, pursuant to Section 1002 of the Iowa
Business Company Act.
This document is effective at the time of filing on the date of filing
as evidenced by the endorsement of the Iowa Secretary of State.
FBL FINANCIAL GROUP, INC.
By
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