FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT

Exhibit 4.17

FORM OF
PREFERRED SECURITIES GUARANTEE AGREEMENT
FBL FINANCIAL GROUP, INC.

Dated as of [__________]

TABLE OF CONTENTS

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PREFERRED SECURITIES GUARANTEE AGREEMENT

          This PREFERRED SECURITIES GUARANTEE AGREEMENT (“PREFERRED SECURITIES GUARANTEE”), dated as of [____], is executed and delivered by FBL Financial Group, Inc., an Iowa corporation (the “GUARANTOR”), and U.S. Bank National Association, a nationally chartered banking association, as trustee (the “PREFERRED GUARANTEE TRUSTEE”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of FBL Financial Group Capital Trust II, a Delaware statutory trust (the “ISSUER”).

          WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the “DECLARATION”), dated as of [______], among the trustees of the Issuer named therein, the Guarantor, as Sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer is issuing on the date hereof [  ] Preferred Securities, having an aggregate stated liquidation preference of [  ], designated the [  ]% Preferred Securities (the “PREFERRED SECURITIES”);

          WHEREAS, as incentive for the Holders to purchase the Preferred Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Preferred Securities Guarantee, to pay to the Holders of the Preferred Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein; and

          WHEREAS, the Guarantor is also executing and delivering a guarantee agreement (the “COMMON SECURITIES GUARANTEE”) in substantially identical terms to this Preferred Securities Guarantee for the benefit of the holders of the Common Securities (as defined herein) except that if an Indenture Event of Default (as defined herein), has occurred and is continuing, the rights of holders of the Common Securities to receive Guarantee Payments under the Common Securities Guarantee are subordinated to the rights of Holders of Preferred Securities to receive Guarantee Payments under this Preferred Securities Guarantee.

          NOW, THEREFORE, in consideration of the purchase by each Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Preferred Securities Guarantee for the benefit of the Holders.

ARTICLE 1

DEFINITIONS AND INTERPRETATION

SECTION 1.01 DEFINITIONS AND INTERPRETATION.

          In this Preferred Securities Guarantee, unless the context otherwise requires:

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          (a)          Capitalized terms used in this Preferred Securities Guarantee but not defined in the preamble above have the respective meanings assigned to them in this Section 1.01;

          (b)          a term defined anywhere in this Preferred Securities Guarantee has the same meaning throughout;

          (c)          all references to “the Preferred Securities Guarantee” or “this Guarantee” are to this Preferred Securities Guarantee as modified, supplemented or amended from time to time;

          (d)          all references in this Preferred Securities Guarantee to Articles and Sections are to Articles and Sections of this Preferred Securities Guarantee unless otherwise specified;

          (e)          a term defined in the Trust Indenture Act has the same meaning when used in this Preferred Securities Guarantee unless otherwise defined in this Preferred Securities Guarantee or unless the context otherwise requires;

          (f)          a reference to the singular includes the plural and vice versa;

          (g)          a reference to any Person shall include its successors and assigns;

          (h)          a reference to any agreement or instrument shall mean such agreement or instrument, as supplemented, modified, or amended and restated, and in effect from time to time; and

          (i)          a reference to any statute, law, rule or regulation shall include any amendments thereto applicable to the relevant Person, and any successor statute, law, rule or regulation.

          “AFFILIATE” has the same meaning as given to that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

          “COMMON SECURITIES” means the common securities representing common undivided beneficial interests in the assets of the Issuer.

          “COMMON STOCK” means the common stock, par value $1.00 per share, of the Guarantor.

          “COVERED PERSON” means any Holder or beneficial owner of Preferred Securities.

          “DEBENTURE ISSUER” means the Guarantor in its capacity as the issuer of the Debentures.

          “DEBENTURES” means the series of debentures of the Guarantor designated [____] held by the Property Trustee of the Issuer.

          “EVENT OF DEFAULT” means a default by the Guarantor on any of its payment or other obligations under this Preferred Securities Guarantee.

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          “GUARANTEE PAYMENTS” means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined in the Declaration) that are required to be paid on such Preferred Securities to the extent the Issuer shall have funds available therefor, (ii) the amount payable upon redemption to the extent the Issuer has funds available therefor, with respect to any Preferred Securities called for redemption by the Issuer, and (iii) upon a voluntary or involuntary dissolution, winding-up or termination of the Issuer (other than in connection with the distribution of Debentures to the Holders in exchange for Preferred Securities as provided in the Declaration), the lesser of (a) the aggregate of the liquidation preference and all accrued and unpaid Distributions on the Preferred Securities to the date of payment, to the extent the Issuer shall have funds available therefor, and (b) the amount of assets of the Issuer remaining available for distribution to Holders upon liquidation of the Issuer (in either case, the “Liquidation Distribution”). If an event of default under the Indenture has occurred and is continuing, the rights of holders of the Common Securities to receive payments under the Common Securities Guarantee are subordinated to the rights of Holders of Preferred Securities to receive Guarantee Payments.

          “HOLDER” means any holder, as registered on the books and records of the Issuer of any Preferred Securities; provided, however, that, in determining whether the holders of the requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor or any Affiliate of the Guarantor.

          “INDEMNIFIED PERSON” means the Preferred Guarantee Trustee, any Affiliate of the Preferred Guarantee Trustee, or any officers, directors, shareholders, members, partners, employees, representatives, nominees, custodians or agents of the Preferred Guarantee Trustee.

          “INDENTURE” means either the Senior Indenture dated as of [______], between the Debenture Issuer and U.S. Bank National Association, as trustee, and any indenture supplemental thereto pursuant to which the Debentures are to be issued (the “Senior Indenture”), or the Subordinated Indenture, dated as of [_____], between the Debenture Issuer and U.S. Bank National Association, as trustee, and any indenture supplemental thereto pursuant to which the Debentures are to be issued (the “Subordinated Indenture”).

          “MAJORITY IN LIQUIDATION PREFERENCE OF THE PREFERRED SECURITIES” means, except as provided by the Trust Indenture Act, Holder(s) of Preferred Securities, voting separately as a class, representing more than 50% of the stated liquidation preference (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all Preferred Securities then outstanding.

          “OFFICERS’ CERTIFICATE” means, with respect to any Person, a certificate signed by two duly authorized officers of such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Preferred Securities Guarantee shall include:

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          “PERSON” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

          “PREFERRED GUARANTEE TRUSTEE” means U.S. Bank National Association, until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Preferred Securities Guarantee and thereafter means each such Successor Preferred Guarantee Trustee.

          “RESPONSIBLE OFFICER” means, with respect to the Preferred Guarantee Trustee, the chairman of the board of directors, the president, any vice-president, any assistant vice-president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer or assistant trust officer or any other officer of the Preferred Guarantee Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

          “SUCCESSOR PREFERRED GUARANTEE TRUSTEE” means a successor Preferred Guarantee Trustee possessing the qualifications to act as Preferred Guarantee Trustee under Section 4.1.

          “TRUST INDENTURE ACT” means the Trust Indenture Act of 1939, as amended.

ARTICLE 2

TRUST INDENTURE ACT

SECTION 2.01 TRUST INDENTURE ACT; APPLICATION.

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SECTION 2.02 LISTS OF HOLDERS OF SECURITIES.

SECTION 2.03 REPORTS BY THE PREFERRED GUARANTEE TRUSTEE.

          Within 60 days after May 15 of each year, commencing [____], the Preferred Guarantee Trustee shall provide to the Holders of the Preferred Securities such reports, if any, as are required by Section 313 of the Trust Indenture Act in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Preferred Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.04 PERIODIC REPORTS TO PREFERRED GUARANTEE TRUSTEE.

          The Guarantor shall provide to the Preferred Guarantee Trustee such documents, reports and information (if any) as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act.

SECTION 2.05 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

          The Guarantor shall provide to the Preferred Guarantee Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Preferred Securities Guarantee which relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture Act may be given in the form of an Officers’ Certificate.

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SECTION 2.06 EVENTS OF DEFAULT; WAIVER.

          The Holders of a Majority in liquidation preference of the Preferred Securities may, by vote, on behalf of the Holders of all of the Preferred Securities, waive any past Event of Default and its consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Preferred Securities Guarantee, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

SECTION 2.07 EVENT OF DEFAULT; NOTICE.

SECTION 2.08 CONFLICTING INTERESTS.

          The Declaration shall be deemed to be specifically described in this Preferred Securities Guarantee for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

ARTICLE 3

POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE

SECTION 3.01 POWERS AND DUTIES OF THE PREFERRED GUARANTEE TRUSTEE.

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