Exhibit 3(i)(h)
Series C Waiver
Agreement
This Agreement, dated this 31st
day of January, 2005, is by and between FBL Financial Group, Inc.,
an Iowa corporation (“FBL”), and Kansas Farm Bureau, a
Kansas corporation (“KFB”).
FBL issued to KFB 3,411,000
shares of FBL’s Series C Cumulative Voting Preferred
Stock (the “Series C Stock”) in January 2001;
49.5% of the shares were redeemed for cash January 2, 2004,
and the remaining shares are scheduled to be redeemed for cash
January 3, 2006. KFB is the only holder of the Series C
Stock.
The Certificate of Designations
of the Series C Stock contains provisions at paragraph 5
permitting KFB to elect to take cash or shares of FBL’s
Class A Common Stock in redemption of the Series C stock
in the event of certain mergers or consolidations which are change
of control events. At paragraph 8 of the Certificate of
Designations is a provision which allows FBL, if in its sole
discretion it believes it does not have cash resources for a
required redemption payment, to make the payment in shares of
Class A Common Stock.
The Financial Accounting
Standards Boa
