Edgar Filing: FBL FINANCIAL GROUP INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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FBL Financial Group, Inc.
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(Name of Registrant as Specified In Its Charter)

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[LOGOL FBL FINANCIAL GROUP, INC.
5400 UNIVERSITY AVENUE
WEST DES MOINES, IA 50266

NOTICE OF ANNUAL MEETING

Dear Shareholder:

On Friday, May 14, 2004, FBL Financial Group, Inc. will hold our Annual
Meeting of Shareholders at the auditorium of our corporate headquarters, 5400
University Avenue, West Des Moines, Iowa. The meeting will begin at 9:00 a.m.
Central Daylight Time.

Only shareholders who owned stock at the close of business on March 12,
2004 can vote at this meeting or any adjournments that may take place. At the
meeting we will:

1. Consider amendments to the Articles of Incorporation and Bylaws which
will allow us to change the number of Class A and Class B Directors to
be elected. If approved, we will be electing a Board with a majority of
independent directors;

2. Elect a Board of Directors;

3. Approve the appointment of our independent auditors for 2004; and

4. Attend to other business that may properly come before the meeting.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE THREE
PROPOSALS OUTLINED IN THIS PROXY STATEMENT.

At the meeting we will also report on FBL's 2003 business results and other
matters of interest to shareholders.

Enclosed with the mailing of this Proxy Statement is the 2003 Annual Report
to Shareholders, which includes the 2003 Annual Report on Form 10-K as filed
with the Securities and Exchange Commission. The approximate date of mailing for
this proxy statement, plus the proxy card and Annual Report, is March 31, 2004.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Jerry C. Downin

Jerry C. Downin
SENIOR VICE PRESIDENT,
SECRETARY AND TREASURER
March 31, 2004

TABLE OF CONTENTS

QUESTIONS AND ANSWERS
PROPOSALS YOU MAY VOTE ON
1. APPROVAL OF AMENDMENTS TO THE ARTICLES OF INCORPORATION AND
BYLAWS
2. ELECTION OF CLASS A DIRECTORS
3. APPROVAL OF THE APPOINTMENT OF INDEPENDENT AUDITORS
NOMINEES FOR THE BOARD OF DIRECTORS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
DIRECTORS' COMPENSATION AND BENEFITS
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
BOARD COMMITTEE REPORT ON EXECUTIVE COMPENSATION
REPORT OF THE AUDIT COMMITTEE
PERFORMANCE GRAPH
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

QUESTIONS AND ANSWERS

1. Q: WHAT MAY I VOTE ON?
A: 1) the approval of amendments to the Articles of Incorporation
and Bylaws which will permit us to decrease the size of the
Board of Directors and elect a majority of independent
directors;
2) the election of eight Class A directors; and
3) the ratification of the appointment of our independent
auditors for 2004.

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2. Q: HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?
A: The Board recommends a vote FOR the amendments to the Articles
of Incorporation and Bylaws, FOR each of the nominees for
Class A directors, and FOR the ratification of the appointment
of Ernst & Young LLP as independent auditors for 2004.

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3. Q: WHO IS ENTITLED TO VOTE?
A: Shareholders as of the close of business on March 12, 2004
(the record date) are entitled to vote at the annual meeting.

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4. Q: HOW DO I VOTE?
A: Sign and date each proxy card you receive and return it in the
pre-paid envelope. Or, depending on the form of proxy card or
voting instruction card you receive, you may follow directions
on the card to cast your vote by telephone or over the
internet. If you return your signed proxy card but do not mark
the box as showing how you wish to vote, your shares will be
voted FOR the three proposals. Regardless of the method of
voting you use, you have the right to revoke your proxy at any
time before the meeting by: 1) notifying FBL's corporate
secretary, 2) voting in person, or 3) returning a later dated
proxy card.

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5. Q: WHO WILL COUNT THE VOTE?
A: Mellon Investor Services, LLC (Mellon), our transfer agent,
will receive the proxy cards and tabulate the results. This
report will be verified by an employee of our legal department
who will be appointed as the inspector of election.

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6. Q: IS MY VOTE CONFIDENTIAL?
A: Proxy cards, ballots and voting tabulations that identify
individual shareholders are mailed or returned directly to
Mellon. They are forwarded to us after the meeting. We do not
receive any identifying information regarding how employees
vote Class A shares held in their 401(k) accounts.

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7. Q: WHAT SHARES ARE INCLUDED IN THE PROXY CARDS?
A: The shares on your proxy cards represent all of your shares,
including those in FBL's Direct Stock Purchase and Dividend
Reinvestment Plan. Shares held in custody by Wells Fargo for
the 401(k) plan for employees are represented by a separate
voting instruction card. If you do not vote by telephone or
internet or return your proxy cards, your shares will not be
voted. If employees do not vote by telephone or internet or
return their voting instruction card, their shares in the
401(k) plan will be voted in proportion to the votes
instructed by other employees.

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8. Q: WHAT DOES IT MEAN IF I GET MORE THAN ONE PROXY CARD?
A: If your shares are registered differently and are in more than
one account, you will receive more than one card. Sign and
return all proxy cards to insure that all your shares are
voted. We encourage you to have all accounts registered in the
same name and address (whenever possible). You can accomplish
this by contacting our transfer agent, Mellon, at (888)
213-0965. Employees will receive a separate voter instruction
card for shares in the 401(k) plan, in addition to a proxy
card for any shares owned directly by employees.

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9. Q: HOW MANY SHARES CAN VOTE?
A: As of the record date, March 12, 2004, 27,360,691 shares of
Class A common stock, 1,192,990 shares of Class B common
stock, 5,000,000 shares of Series B preferred stock and
1,724,000 shares of Series C preferred stock were issued and
outstanding. Every shareholder of common stock and of Series C
preferred stock is entitled to one vote for each share held.
Each share of Series B preferred stock is entitled to two
votes. In summary, there were a total of 40,277,681 eligible
votes as of the record date. The Class A common shareholders
and the Series B and Series C preferred shareholders vote
together to amend the Bylaws and to elect the Class A
directors; the Class B common shareholders elect the Class B
directors; and all shareholders vote on other proposals.

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10. Q: WHAT IS A "QUORUM"?
A: A "quorum" is a majority of the outstanding shares that may be
present at the meeting or represented by proxy. There must be
a quorum for the meeting to be held, and a proposal must
receive more than 50% of the shares voting to be adopted. If
you submit a properly executed proxy card, even if you abstain
from voting, then you will be considered part of the quorum.
However, abstentions are not counted in the tally of votes FOR
or AGAINST a proposal. A WITHHELD vote is the same as an
abstention.

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11. Q: WHO CAN ATTEND THE ANNUAL MEETING?
A: Your directors and management look forward to personally
greeting any shareholders who are able to attend. However,
only persons who were shareholders on March 12, 2004 can vote.

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12. Q: HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED?
A: Although we do not know of any business to be conducted at the
2004 annual meeting other than the proposals described in this
proxy statement, if any other business is presented at the
annual meeting, your signed proxy card gives authority to
Craig Lang, FBL's Chairman, and Bill Oddy, FBL's Chief
Executive Officer, to vote on such matters at their
discretion.

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13. Q: WHO ARE THE LARGEST PRINCIPAL SHAREHOLDERS?
A: Iowa Farm Bureau Federation is the principal shareholder as of
March 12, 2004. It owned 14,964,157 shares of Class A common
stock (54.7% of that class), 761,855 shares of Class B common
stock (63.9% of that class), and 5,000,000 shares of Series B
preferred stock (100% of that class). Those shares represent
63.9% of the total potential votes. Farm Bureau Mutual
Insurance Company (Farm Bureau Mutual) held 727,362 shares of
Class A common stock (2.7% of that class) and 213,590 shares
of Class B common stock, being 17.9% of that class; in total,
2.3% of the total potential votes. Both Iowa Farm Bureau
Federation and Farm Bureau Mutual share our corporate
headquarters' address, 5400 University Avenue, West Des
Moines, Iowa 50266. In addition, The Kansas Farm Bureau, 2627
KFB Plaza, Manhattan, KS 66502, owns 1,724,000 shares of the
Series C preferred stock (100% of that class).

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14. Q: HOW ARE THE CLASS B DIRECTORS ELECTED?
A. Only Farm Bureau organizations may own Class B common stock.
Farm Bureau federations or their affiliates in 15 Midwestern
and Western states own Class B shares. By agreement, only
presidents of the 15 state Farm Bureau federations, and one
officer of a Farm Bureau organization, are eligible for
nomination as the five Class B directors. The Class B
nominating committee is made up of all of the state Farm
Bureau presidents who are on the Board, who meet annually with
representatives of the other Class B shareholders to determine
the nominees. Their determinations are made based on the
voting power of the organizations they represent. All of the
Class B owners have agreed they will vote to elect the named
nominees as Class B directors. It is expected that the
president and the executive director of the Iowa Farm Bureau
Federation will both be Class B directors, as long as that
organization retains more than 50% of the Class B shares.

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15. Q: WHEN ARE SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL
MEETING DUE?
A: All shareholder proposals to be considered for inclusion in
next year's proxy statement must be submitted in writing to
Jerry C. Downin, Senior Vice President, Secretary and
Treasurer, FBL Financial Group, Inc., 5400 University Avenue,
West Des Moines, Iowa 50266 by December 1, 2004. Additionally,
FBL's advance notice bylaw provisions require that any
shareholder proposal to be presented from the floor of the
annual meeting must be submitted to the Corporate Secretary at
the above address not less than 45 days before the first
anniversary of mailing of this year's proxy statement. That
would be February 15, 2005. That notice needs to be
accompanied by the name, residence and business address of the
shareholder, a representation that the shareholder is a record
holder of FBL shares or holds FBL shares through a broker and
the number and class of shares held, and a representation that
the shareholder intends to appear in person or by proxy at the
2005 annual meeting to present the proposal.

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16. Q: CAN A SHAREHOLDER NOMINATE SOMEONE AS A DIRECTOR OF
THE COMPANY?
A: As a shareholder, you may recommend any person as a nominee
for Class A director. Nominations for Class B directors are
governed by an agreement between all the holders of Class B
common stock. Directors, officers and employees of any Farm
Bureau organization have not been eligible to be Class A
directors. Proposal 1 deletes that restriction from our
Articles of Incorporation. Recommendations are made by writing
to the Secretary of the Company not less than 45 days prior to
the first anniversary of the mailing of this year's proxy
statement. Your notice needs to set forth your name and
address, and the name, address, age and principal occupation
or employment of the person to be nominated, a representation
that you are a record holder of Class A common stock, and
intend to appear in person or proxy at the meeting to nominate
the person specified, the number and class of shares you own,
and the number and class of shares, if any, owned by the
nominee. You also need to describe any arrangements between
you and the nominee and other information as required by the
Securities Exchange Act, including the nominee's written
consent to being named in a proxy statement and to serve as a
director if nominated.

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PROPOSALS YOU MAY VOTE ON

PROPOSAL 1. APPROVAL OF AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION
AND BYLAWS RELATING TO THE NUMBER OF CLASS A DIRECTORS AND CLASS B DIRECTORS OF
THE COMPANY.

GENERAL

Recent changes in the listing requirements of the New York Stock
Exchange, on which the Company's Class A shares are traded, require most public
companies to have a board of directors of which a majority of the directors are
"independent". This requirement does not apply to a company if more than 50% of
its voting power is held by an individual, a group or another company. The Iowa
Farm Bureau Federation owns approximately 63.9% of the voting power of the
Company. Consequently, we are not currently required to have a majority of
independent directors. However, we believe that having a majority of independent
directors will be beneficial to the Company and to its shareholders, even if we
are not required to do so by the New York Stock Exchange.

Therefore, we are at this time asking our shareholders to consider and
approve the recommendation of the Board of Directors that our Articles of
Incorporation and Bylaws be amended to permit us to have more Class A directors
and fewer Class B directors, which will allow us to have a majority of
independent directors.

Class A directors are elected by a vote of the Class A shareholders and
holders of the Series B and Series C preferred stock, voting together as a
single class. There are currently three Class A directors. The current
provisions of the Company's Articles of Incorporation and

Bylaws limit to five (5) the maximum number of Class A directors. Class B
directors are elected by a vote of the Class B shareholders only. Class B shares
are owned by Farm Bureau entities only. Our current Articles of Incorporation
and Bylaws require that there be at least 10 Class B directors. The proposed
amendments to our Articles of Incorporation would increase the maximum potential
number of Class A directors from five (5) to ten (10) and would reduce the
minimum potential number of Class B directors from ten (10) to five (5). The
revised Articles would require that the number of Class A directors is always at
least three more than the number of Class B directors. Approval of Proposal 1
will allow the Company to have a Board with a majority of independent directors.

In addition, the changes will eliminate the prohibition of an officer,
director or employee of a Class B common stockholder, any other Farm Bureau
organization or any affiliate thereof from being qualified to serve as a Class A
Director. The CEO of the Company has been a Class B director, and this change
will cause any officer of the Company who is elected as a director to be elected
by the Class A stockholders and to be designated as a Class A director. It is
anticipated that the CEO, in addition to 7 independent directors, will
constitute the Class A directors of the Company.

Resolutions to be presented to the shareholders regarding the
amendments to the Articles of Incorporation read as follows:

Resolved that Section 2 of Article VI of the FBL Articles of
Incorporation be amended to read as follows:

"Number: The number of Class A Directors of the Corporation shall be
not less than eight (8) nor more than ten (10). The number of Class B Directors
of the Corporation shall be not less than five (5) nor more than seven (7). The
number of Class B Directors of the Corporation shall be not less than three (3)
less than the number of Class A Directors of the Corporation."

Resolved that Section 3 of Article VI of the FBL Articles of
Incorporation be amended to read as follows:

"Class A Director Qualifications and Removal. Not less than eight (8)
nor more than ten (10) Class A Directors (the exact number to be set from time
to time by resolution of the Board of Directors) shall be elected annually by
the holders of the Class A Common Stock. Class A Directors may be removed
without cause by the holders of a majority of the outstanding Class A Common
Stock."

Resolved that Section 4 of Article VI of the FBL Articles of
Incorporation be amended to read as follows:

"Class B Director Qualifications and Removal. Not less than five (5)
nor more than seven (7) Class B Directors (the exact number to be set from time
to time by the terms of an agreement among the Class B Common Stockholders)
shall be elected annually by the holders of the Class B Common Stock. Class B
Directors may be removed without cause by the holders of a majority of the
outstanding Class B Common Stock."

The Class B Stockholders' Agreement has been amended (subject to
shareholder approval of this Proposal 1) to provide that the Class B
shareholders will elect five (5) Class B directors nominated by the Class B
stockholders.

Section 3.6(a) of our Bylaws contains certain provisions relating to
the nomination and number of Class A directors, and can only be amended by a
vote of the Class A shareholders and holders of Series B and Series C preferred
stock, voting as a single group. Current Section 3.6(a) of our Bylaws, and the
Bylaw provisions for amending Section 3.6(a), are as follows:

"3.6 Nominating Committee.

(a) Class A Directors Nominating Committee. The Class A Directors
Nominating Committee shall include at least two-thirds of the Class A
Directors and consist of up to five members of the Board of Directors
who shall be nominated by the Chairman of the Board and appointed by
the Board of Directors. The action of the Class A Directors Nominating
Committee requires the concurrence of at least 50% of the Class A
Directors who are members of such Committee. The Chairman of the Board
shall designate the Chairman and the Secretary of the Class A Director
Nominating Committee. A majority of the members of the Committee shall
constitute a quorum. The Secretary of the Committee shall keep a
complete record of the proceedings thereof. The duty of the Committee
shall be to recommend to the Board of Directors the number of Class A
Directors, which shall be not less than 3, nor more than 5, to be
elected for the next year, and to nominate for election the Class A
Directors. The Secretary of the Committee shall submit and file in
writing with the Secretary of this Corporation, not less than
seventy-five (75) days prior to the date of the meeting of the
shareholders of this Corporation at which Directors are to be elected,
the names of such nominees.

...............

(c) Class A and Series A Preferred Shareholder Bylaw. Section
3.6(a) and this Section 3.6(c) are shareholder bylaws and may only be
amended by a vote of a majority of a quorum of the Class A Common Stock
and any series of preferred stock having voting rights, voting together
as a single voting group."

"7.4 Amendment of Bylaws. Unless proscribed by the Articles of
Incorporation, an existing Bylaw, or by law, these Bylaws may be
amended or altered at any meeting of the Board of Directors. Only the
holders of Class A Common Stock and any series of preferred stock
having voting rights, voting together as a single voting group, shall
have the power to rescind, amend, alter, or repeal Section 3.6(a) and
Section 3.6(c). Any other shareholder amendment or repeal of the Bylaws
shall require the approval of a majority of the shares of each voting
group."

The Board of Directors recommends the substitution of the words, "which
shall be not less than 8 nor more than ten (10)", for the words, "which shall be
not less than 3, nor more than 5" in Section 3.6(a); the deletion of Section
3.6(c), and the deletion from Section 7.4 of the second sentence and the word
"other", in the third sentence. This amendment will be effective only when each
of the following has occurred: (i) the Bylaw amendment is approved by the vote
of the Class A and preferred shares; and (ii) the proposal to amend our Articles
of Incorporation to increase the minimum number of Class A directors to eight
(8) is approved by the shareholders.

The reason for the Bylaws recommendation is that these provisions will
not be necessary after the implementation of the steps described above to elect
a majority of Class A directors. The Bylaw provision requiring approval of any
amendment thereof by the Class A voting group, was intended to protect the
Class A shareholders from loss of the minimum number of Class A directors
prescribed by the existing Articles of Incorporation. That number would always
constitute a minority of the directors under the existing Articles of
Incorporation and the terms of the prior Class B Stockholders' Agreement. As our
Articles of Incorporation are changed to require a majority of the Board of
Directors to be elected by the holders of the Class A shares, there will no
longer be a need to reserve to the Class A shareholders the existing rights with
respect to the nomination of Class A directors.

Upon completion of these steps, we anticipate that the Board of
Directors at its annual meeting May 14, 2004 will further amend Section 3.6(a)
of the Bylaws, so that the Class A Nominating Committee will be composed only of
independent directors. It is expected that the committee will also take on
governance responsibilities. Further, the Board of Directors will take action to
amend the Bylaws to provide that the Compensation Committee will be composed
only of independent directors, and both committees will prepare and publish
committee charters. In addition, the Board will take any other steps necessary
to comply with SEC regulations and NYSE listing criteria for companies which are
not "controlled companies."

REASONS FOR THE AMENDMENTS.

We believe that a Board of Directors which includes a majority of
independent directors can result in better governance on behalf of our
shareholders. We also believe that potential buyers of our public shares may
perceive them to have less value, if we do not have a majority of independent
directors, or more value if we do. We believe that we should have the
flexibility in future corporate transactions to issue additional shares in such
number that could result in loss of 50% voting control by the Iowa Farm Bureau
Federation. Under the New York Stock Exchange "controlled company exemption", we
could continue to be listed on the New York Stock Exchange without having a
majority of independent directors only as long as the Iowa Farm Bureau
Federation continues to own more than 50% of our voting shares. Without a
majority of independent directors we would no longer be eligible for listing
twelve months after majority ownership falls below 50%. We believe that the loss
of listing privileges would have an adverse effect on our shareholders.
Moreover, efforts by us to prevent the loss of 50% voting control by the Iowa
Farm Bureau Federation could include limiting the issuance of additional shares,
which, in turn, could adversely affect our ability to engage in transactions
which might be of advantage to our shareholders.

AMENDMENT TO SHAREHOLDERS' AGREEMENT REGARDING MANAGEMENT AND TRANSFER OF SHARES
OF CLASS B COMMON STOCK

All of our Class B common stock is owned by Farm Bureau organizations.
As holders of all of the Class B common stock of the Company, these
organizations have entered into the Stockholders' Agreement Regarding Management
and Transfer of Shares of Class B Common Stock (Shareholders' Agreement). As
part of the planned reorganization of the Board into one which will have a
majority of independent directors, the Class B shareholders have agreed to amend
the Shareholders' Agreement, contingent upon the approval by other classes of
shareholders of the matters contained in Proposal 1 of this proxy statement.

Previously the Shareholders' Agreement provided that the holders of the
Class B common stock would vote for the election, as Class B Directors, of (i)
the Presidents of each of the 15 state Farm Bureau Federations which own or are
affiliated with the owners of the Class B common stock and (ii) FBL's Chief
Executive Officer and two additional officers nominated by the Chairman of the
Board. The Shareholders' Agreement also provided that as long as a single state
Farm Bureau Federation and its affiliates owned in excess of 50% of the
outstanding shares of Class B common stock (the Iowa Farm Bureau Federation owns
approximately 63.9% of the Class B common stock), the Class B common
shareholders would direct the Class B directors to elect the President of such
state Farm Bureau Federation as the Chairman of the Board, and to elect persons
nominated by the Chairman to serve as Chief Executive Officer, Secretary and
Treasurer.

As amended, the Class B shareholders have agreed they will elect five
Class B directors each year, to be nominated by a committee of the whole, i.e.,
all the presidents of the 15 state Farm Bureau federations which are
stockholders. The nominees must be either any of the 15 presidents, or one
officer of a Farm Bureau organization. As a result, the Chairman of the Board,
the Chief Executive Officer and the Secretary and Treasurer will be elected by
vote of the entire Board of Directors.

IMPLEMENTING PROPOSAL 1.

If the shareholders approve Proposal 1, (i) we will immediately file
the amendment to our Articles of Incorporation with the Iowa Secretary of State,
(ii) the Bylaw amendments would become effective, (iii) we would proceed to vote
on the election of seven independent directors and one management director to
our Board of Directors at the May 14, 2004 annual meeting of our shareholders
and (iv) the Class B stockholders will elect five Class B directors to the Board
of Directors at the annual meeting.

VOTE REQUIRED.

The amendments to our Articles of Incorporation set forth in Proposal 1
require the approval of the holders of Class A common shares, Series B preferred
shares and Series C preferred shares present at the meeting if more than 50% of
such shares are represented, voting together as a single class, and the approval
of the holders of our Class B common shares present at the meeting if more than
50% of such shares are represented, voting as a separate class. In each case,
the amendments will be approved if more votes are cast for the amendments than
are cast against the amendments.

Similarly, the amendments to our Bylaws set forth in Proposal 1 require
the approval of the holders of the Class A common shares and the Series B
preferred shares and the Series C preferred shares if more than 50% of such
shares are represented, voting as a single group. The amendments will be
approved if more votes are cast for the amendments than are cast against the
amendments.

Iowa Farm Bureau Federation has informed the Company that it intends to
vote in favor of Proposal 1. Because of the voting power of Iowa Farm Bureau
Federation, this proposal is assured passage.

YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THESE AMENDMENTS TO
THE ARTICLES OF INCORPORATION AND BYLAWS.

PROPOSAL 2. ELECTION OF CLASS A DIRECTORS.

Assuming passage of Proposal 1, there are eight nominees for election
as Class A directors, to be elected by the vote of the Class A shareholders and
holders of the Series B and Series C preferred stock, voting together as a
single class. One nominee is the chief executive officer of the company, and
seven nominees are independent of management. The Board of Directors, based on
information received in questionnaires and in personal interviews, has
determined that all nominees are qualified to serve, and the seven nominees
possess the degree of independence from management and from the Company mandated
by the Securities and Exchange Commission and the New York Stock Exchange.

In making its independence determinations, the Board specifically
reviewed information that director John E. Walker is also a director of LabOne,
Inc., which provides the Company's insurance subsidiaries with over $1,000,000
of services in blood and urine testing annually. Nominee Paul E. Larson was
noted as also being a director of Wellmark, Inc., a provider of Blue Cross-Blue
Shield health insurance policies sold by agents of the Company's insurance
affiliates in Iowa and South Dakota. The Company's managed affiliate, Farm
Bureau Mutual, received in excess of $11,000,000 of commission income for such
sales in 2003, the bulk of which was in turn paid to the selling agents. In
neither case are Mr. Walker or Mr. Larson officers or significant shareholders
of the other company. The amounts involved are substantially below 2% of
revenues of the affected companies. Based on these facts, the Board determined
that these relationships are not material and do not affect the independence of
Mr. Walker or Mr. Larson. There were no other relationships involving the
independent directors and the Company that required an assessment of materiality
by the Board. Detailed information on each nominee,

including the five Class B director nominees, is in the following pages. All
directors are elected annually, and serve a one year term until the next annual
meeting. If any director is unable to stand for election, the Board will
designate a substitute. In that case, proxies voting on the original director
candidate will be cast for the substituted candidate.

YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THESE NOMINEES FOR CLASS A
DIRECTORS.

PROPOSAL 3. APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS.

The Audit Committee has appointed, and the Board has approved, subject
to shareholder ratification, Ernst & Young LLP as our independent auditors for
2004. Ernst & Young LLP provided audit and other services during 2003 and 2002
for fees totaling $684,000 and $715,000, respectively. This included the
following fees:

Audit Fees: $602,000 and $604,000, respectively, for the annual audit
of the Company's consolidated financial statements and review of interim
financial statements in the Company's Reports on Form 10-Q;

Audit Related Fees: $44,000 and $28,000, respectively, primarily for
employee benifit plan audits;

Tax Related Fees: $38,000 and $83,000, respectively, for tax
compliance, tax consulting and tax planning;

All other Fees: $0 and $0, respectively.

The Company's policy as reflected in the Audit Committee Charter
approved by the Board of Directors in March 2003, which can be found on our
website at www.fblfinancial.com, is that all services provided by the Company's
independent auditors, and fees for such services, must be approved in advance by
the Audit Committee. The committee has determined to grant general pre-approval
authority for tax services that are routine and recurring, and would not impair
the independence of the auditor, of $5,000 per engagement and $35,000 in total
for the calendar year, and for other services that are routine and recurring,
and would not impair the independence of the auditor, of $10,000 per engagement
and $40,000 in total for audit services, and $10,000 per engagement and $40,000
in total for audit related services. Engagements exceeding those limits would
require specific pre-approval. The Audit Committee reviews with Ernst & Young
LLP whether the non-audit services to be provided are compatible with
maintaining their independence. Permissible non-audit services are usually
limited to fees for tax services, accounting assistance or audits in connection
with acquisitions, and other services specifically related to accounting or
audit matters such as audits of employee benefit plans.

Representatives of Ernst & Young LLP will be present at the meeting,
will be available to respond to questions and may make a statement if they so
desire.

YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2004.

Abstentions or votes withheld on any of the proposals will be treated
as present at the meeting for purposes of determining a quorum, but will not be
counted as votes cast.

NOMINEES FOR THE BOARD OF DIRECTORS

NOMINEES FOR CLASS A DIRECTOR

JERRY L. CHICOINE retired effective January 1, 2001 as Chairman and
Chief Executive Officer of Pioneer Hi-Bred International, Inc. He had served in
those capacities since 1999, and was Pioneer's Executive Vice President and
Chief Operating Officer since 1997. From 1988 to 1997 he had served as Senior
Vice President and Chief Financial Officer. He was named a director of Pioneer
Hi-Bred in March 1998. He was a partner in the accounting firm of McGladrey &
Pullen from 1969 to 1986. Mr. Chicoine is a lawyer and a certified public
accountant. He is also a member of the board of directors of several non-public
companies, including Iowa Health Systems, Varied Investments and The Weitz
Company, and of Simpson College. Mr. Chicoine is the chair of our Audit
Committee, and has been designated by the Board of Directors as our "audit
committee financial expert." MEMBER: Audit, Budget, and Compensation Committees
CLASS A DIRECTOR SINCE 1996 AGE: 61

JOHN W. CREER has been President and Chief Executive Officer of Farm
Management Company, the agricultural real estate holding and management company
wholly owned by the Church of Jesus Christ of Latter-day Saints (Mormon), since
1980. As such he is responsible for management of a substantial multi-national
resource. He is also Secretary of the worldwide church's Investment Policy
Committee. In addition, he serves as chairman of the Utah State School and
Institutional Trust Lands Board of Trustees. Mr. Creer is a lawyer and received
a doctorate of laws degree from the University of Munich. MEMBER: Audit, Budget,
and Class A Nominating Committees CLASS A DIRECTOR SINCE 1996 AGE: 64

JOHN E. WALKER retired January 1, 1996 from Business Men's Assurance
(BMA), Kansas City, Missouri, where he had been the Managing Director of
Reinsurance Operations since 1979. He had been a member of the board of
directors of BMA for 11 years before his retirement, and a member of its
executive committee. Mr. Walker is also a director and member of the audit and
governance/nominating committees of LabOne, Inc., Lenexa, Kansas, a publicly
traded blood and urine testing business. MEMBER: Audit, Compensation, and Class
A Nominating Committees CLASS A DIRECTOR SINCE 1996 AGE: 65

WILLIAM J. ODDY, FSA, was elected Chief Executive Officer of FBL and of
Farm Bureau Mutual and their major operating subsidiaries, and a Class B
Director, March 1, 2000. Pursuant to the revised board structure presented to
the shareholders, Mr. Oddy will be classified as a Class A director. Mr. Oddy is
also a director of several non-public companies with which we have investment
and business relationships, including Berthel Fisher & Company, Berthel Fisher &
Company Financial Services and American Equity Investment Life Insurance
Company. He is also a director of our subsidiary, EquiTrust Life Insurance
Company ("EquiTrust Life"). Mr. Oddy has been employed by FBL and its affiliates
since 1968, and prior to becoming CEO served as Chief Operating Officer from
1993 to 1997, and Executive Vice President and General Manager of the Company's
life insurance subsidiaries from 1997 to 2000. MEMBER: Executive and Investment
Committees CLASS B DIRECTOR SINCE 2000 AGE: 59

NEW NOMINEES AS CLASS A DIRECTORS:

TIM H. GILL, 51, has been President and Chief Executive Officer of
Montana Livestock Ag Credit, Inc. since 1986. The company specializes in
agricultural finance throughout the state of Montana, underwrites long term real
estate loans and has its own investment offerings. Mr. Gill is on the finance
committee, and is a past vice chairman, of Montana Stockgrowers; a member of the
tax and credit committee of the National Cattlemen's Beef Association; a
director and past chairman of the Montana Council on Economic Education, and a
director of the Montana State University College of Agriculture Development
Board. Mr. Gill was recommended to the Nominating Committee by a Class B
director.

ROBERT H. HANSON, 62, was an investment banker and Vice President of
Merrill Lynch, Pierce Fenner & Smith in New York for 25 years, with substantial
experience in corporate finance, before relocating to Cody, Wyoming in 1990. He
was then employed by Dean Witter Reynolds, Inc. as an Account Executive, and
later by D.A. Davidson & Co., as Vice President and Office Manager of that
firm's Cody office. In 1993 he joined GST Telecommunications, Inc., initially as
Senior Vice President - Corporate Development, and subsequently as Chief
Financial Officer, retiring from those positions in 1999. Mr. Hanson is a member
of the Wyoming Telecommunications Council, Chairman of the Technology Committee
of the Cody County Chamber of Commerce, Chairman of the Joint Powers Board of
the Yellowstone Regional Airport and Vice Chairman of the Cody Economic
Development Council. Mr. Hanson was recommended to the Nominating Committee by a
Class B shareholder.

PAUL E. LARSON, 51, retired in 1999 as President of Equitable Life
Insurance Company of Iowa and its subsidiary, USG Annuity and Life, after 22
years with the companies. Mr. Larson holds both a law degree and a certified
public accountant designation. He was named Outstanding CPA in Business and
Industry by the Iowa Society of CPA's in 1999, and inducted into the American
Institute of CPA's Business and Industry Hall of Fame in 2000. He is a member of
the board of directors of non-public companies Wellmark, Inc., GuideOne Mutual
Insurance Company and GuideOne Specialty Mutual Insurance Company. He is also a
board member of EquiTrust Mutual Funds (which is managed by one of our
subsidiaries), where he is chair of the Audit Committee and the committee's
financial expert. He will resign from the EquiTrust Mutual Funds board upon
election. Mr. Larson was recommended to the Nominating Committee by the
Company's CEO.

EDWARD W. MEHRER, 65, is currently a member of the board of directors,
and the audit and compensation committees, of Winn-Dixie Stores and NovaStar
Financial. He is also on the board and the audit committee of MGI Pharma. He
served as Interim Chief Executive Officer of CyDex, Inc., a drug delivery
company, from late 2002 to mid 2003, and as its Chief Financial Officer from
November 1996 to December 2003. Prior to joining CyDex in 1996, Mr. Mehrer was
Executive Vice President and Chief Financial and Administrative Officer of
Marion Merrell Dow and a Director and member of its Executive Committee. From
1976 to 1986, Mr. Mehrer served as partner-in-charge of audit and accounting for
KPMG Peat Marwick in Kansas City, Missouri. Mr. Mehrer was recommended to the
Nominating Committee by a Class A director.

NOMINEES FOR CLASS B DIRECTOR

CRAIG A. LANG is the Chairman of the Board. He has been a director of
the Iowa Farm Bureau Federation since 1992 and was its vice president for six
years beginning in 1995. He has been a director of Farm Bureau Mutual and Farm
Bureau Life Insurance Company (Farm Bureau Life) since 1993. In December 2001 he
was elected President of the Iowa Farm Bureau Federation and director and
president of its subsidiary, Farm Bureau Management Corporation. He was also
then named president of Farm Bureau Life and Farm Bureau Mutual (until 2003), a
director and president of EquiTrust Life and a director of Western Agricultural
Insurance Company (Western Ag). In 2003 Mr. Lang was elected to the Board of
Directors of the American Farm Bureau Federation, and Iowa Governor Tom Vilsack
appointed him chairman of the Grow Iowa Values Fund, within the Iowa Department
of Economic Development. Mr. Lang has farmed since 1973 in partnership with his
father and brother on 1,000 acres near Brooklyn, Iowa where they have a 400 head
dairy operation.
MEMBER: Executive and Compensation Committees
CLASS B DIRECTOR SINCE 2001 AGE: 52

JERRY C. DOWNIN is Senior Vice President, Secretary and Treasurer of
FBL and of Farm Bureau Mutual and their major operating subsidiaries. He is
Executive Director, Secretary and Treasurer of the Iowa Farm Bureau Federation,
and Vice President and Treasurer of Farm Bureau Management Corporation. He was
elected to all of those positions in March 2000. Mr. Downin has been employed by
the Iowa Farm Bureau Federation since 1968. He has previously worked for the
federation as Director of Organization, Director of Public Affairs, State
Legislative Director, Director of Environmental Affairs and Regional Manager. He
serves on the Board of Directors of Children and Families Services of Iowa and
of Living History Farms.
MEMBER: Executive Committee
CLASS B DIRECTOR SINCE 2000 AGE: 62

STEVE L. BACCUS became a Class B Director in May 2002 after being named
President of the Kansas Farm Bureau Federation. He is also Chairman of the Board
of Directors of Farm Bureau Mutual, and a director of Farm Bureau Life and
EquiTrust Life. His family farm in Ottawa County, Kansas produces wheat, milo,
soybeans, sunflower and irrigated corn. Mr. Baccus earned bachelors and masters
degrees in psychology from Washburn University and Chapman College,
respectively.
MEMBER: Executive Committee
CLASS B DIRECTOR SINCE 2002 AGE: 54

O. AL CHRISTOPHERSON has been President of the Minnesota Farm Bureau
Federation since December 1988 and is also a director of Farm Bureau Life, Farm
Bureau Mutual and American Agricultural Insurance Company (American Ag).
Mr. Christopherson is also a director of the American Farm Bureau Federation and
serves on a number of agricultural boards including the Agricultural Utilization
and Research Institute. Mr. Christopherson is a diversified grain and livestock
farmer from Pennock, Minnesota, where he operates an 1,800 acre family farm,
raising hogs, corn, soybeans, and wheat. MEMBER: Compensation and Class A
Nominating Committees CLASS B DIRECTOR SINCE 1994 AGE: 63

FRANK S. PRIESTLEY was elected President of the Idaho Farm Bureau
Federation in 1997, having first been elected to the Board of Directors of Idaho
Farm Bureau Federation in 1985. He is also President and a director of Farm
Bureau Mutual Insurance Company of Idaho and Farm Bureau Finance Company
(Idaho), and a director of Farm Bureau Life and Western Ag. Mr. Priestley

graduated from Western College of Auctioneering in 1967 and has actively
practiced auctioning. He operates a family dairy farm near Franklin, Idaho.
MEMBER: Class A Nominating Committee
CLASS B DIRECTOR SINCE 1998 AGE: 55

FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

In addition to the Class B nominees listed above, the Board of
Directors until the date of the annual meeting also includes the following
Class B directors, who are officers of Farm Bureau federations in the states
named:

NAME STATE

1. Erik K. Aasmundstad North Dakota
2. William C. Bruins Wisconsin
3. Alan L. Foutz Colorado
4. Craig D. Hill Iowa
5. Karen J. Henry Wyoming
6. Leland J. Hogan Utah
7. Richard J. Kjerstad South Dakota
8. G. Steven Kouplen Oklahoma
9. David L. McClure Montana
10. Keith R. Olsen Nebraska
11. Kevin G. Rogers Arizona
12. Michael S. White New Mexico

The Board of Directors met six times during 2003, including one
telephone conference meeting. All of the Class A directors attended at least 75%
of the Board meetings and committee meetings of which they were members. All of
the Class B directors attended at least 75% of such meetings, except for
Mr. Aasmundstad, who attended two of six meetings. Although the Company does not
have a formal policy regarding attendance of directors at the annual shareholder
meeting, 19 of 21 directors did attend that meeting in May 2003.

The committees of the Board of Directors and the number of meetings
held by each committee in 2003 were:

Committee Name Number of Meetings
-------------- Held During 2003
------------------

Executive Committee..................................... 10
Audit Committee ........................................ 9
Budget Committee ....................................... 2
Compensation Committee ................................. 5
Class A Directors Nominating Committee ................. 1
Class B Directors Nominating Committee.................. 1

The Executive Committee is currently composed of Messrs. Lang
(Chairman), Baccus, Downin, Hill and Oddy, with Stephen M. Morain, Senior Vice
President and General Counsel, serving as an ex-officio member. The Executive
Committee may exercise all powers of the Board

of Directors during intervals between meetings of the Board, except for matters
reserved to the Board by the Iowa Business Corporation Act, and except for
removal or replacement of the Chairman or Chief Executive Officer.

The Audit Committee consists of Class A directors Messrs. Chicoine,
Creer and Walker, with Mr. Chicoine serving as Chairman. The Audit Committee
must include only Class A directors who are independent of management and free
from any relationships that would interfere with the exercise of independent
judgment. The Board of Directors has determined that all members of the Audit
Committee meet such standards, and further that all members are "financially
literate," and that one member of the committee has "accounting or related
financial management expertise," as required by the New York Stock Exchange
Listed Company Manual. Further, the Board of Directors has determined that
Mr. Chicoine is an "audit committee financial expert," as that term is defined
in SEC regulations.

The Audit Committee hires FBL's independent auditor and reviews the
professional services to be provided by the auditor and the independence of the
auditor from our management. The Audit Committee also reviews the scope of the
audit by the independent auditor, fees of the auditor, our annual and quarterly
financial statements, system of internal accounting controls and other matters
involving the accounting, auditing and financial reporting practices and
procedures of the Company as it may find appropriate or as may be brought to its
attention, and meets from time to time with members of the internal audit staff.
The Audit Committee is required to review with the auditor and management any
material transaction or series of similar transactions to which FBL was, within
the past year, or is currently expected to be, a party, and with respect to
which a director, executive officer, or holder of more than five percent of any
class of voting stock of the Company is a party. Additionally, if the Audit
Committee determines that any transaction or proposed transaction between FBL
and Farm Bureau Mutual is unfair to FBL, the Board is required to submit the
matter to a coordinating committee for resolution. The Board of Directors
approved an Audit Committee Charter in 2001 and approved a revised charter in
2003. A copy of the revised Audit Committee Charter is available on our web
site, www.fblfinancial.com.

The Budget Committee is designated by the Chairman of the Board and
composed of Messrs. Chicoine, Creer, Foutz, McClure and Olsen. The Budget
Committee reviews all budgets proposed by management and makes recommendations
regarding them to the Board of Directors.

The Compensation Committee has oversight responsibility with respect to
compensation matters involving directors and all employees, including executive
officers. The Compensation Committee is composed of Messrs. Chicoine,
Christopherson, Lang and Walker, with Mr. Chicoine serving as Chairman. A
subcommittee of the Compensation Committee composed of independent directors
Chicoine and Walker administers our stock option plan. As part of the changes to
the Board of Directors discussed in this proxy statement, the Company expects to
reorganize the Compensation Committee at the 2004 annual meeting of the Board of
Directors. It will comply with SEC and NYSE rules requiring wholly independent
director membership on this committee, and full responsibility for determining
the compensation of the chief executive officer. At the same time, the committee
expects to adopt and publish a Compensation Committee Charter in compliance with
new rules and listing standards.

The Class A Directors Nominating Committee nominates candidates for
election to the Board as Class A directors. The committee members are nominated
by the Chairman of the

Board and appointed by the Board, and include Messrs. Chicoine, Creer, McClure,
Olsen and Walker, with Mr. Creer serving as Chairman. The committee must include
at least two-thirds of the Class A directors and may consist of up to five
members of the Board. Any action of the Class A Directors Nominating Committee
requires the concurrence of at least 50% of the Class A directors who are
members of the committee.

To date, the Class A Directors Nominating Committee has not operated
under a formal written charter. We expect that as the changes described in
Proposal 1 occur, the Class A Directors Nominating Committee will be reorganized
at the May 14, 2004 annual meeting of the Board, to consist only of independent
directors, and that it will approve and publish a committee charter at that
time. The committee was responsible for locating the four new nominees for
election as Class A directors for this meeting. It identified potential
candidates from its own network of business and industry contacts, and from
recommendations from other directors, Class B shareholders and management. The
candidates' qualifications were reviewed to determine if they possess several of
the following characteristics: business and financial acumen, knowledge of the
insurance and financial services industries, knowledge of agriculture and
agricultural businesses, and prior experience as a director. The committee also
reviewed the candidate's independence from the Company and its management, based
on responses to written questions, background checks and personal interviews. It
secured a commitment from the candidate to serve on the Board if elected. The
Class A Directors Nominating Committee will consider nominations made by
stockholders, as explained in question 16 at the beginning of this Proxy
Statement.

The Class B Directors Nominating Committee reviews nominations for
election to the Board as Class B directors pursuant to the Class B Shareholders
Agreement, and nominates candidates to fill vacancies among the Class B
directors. The Committee members this year include all 15 of the Class B
directors who are presidents of their respective state Farm Bureau organization.

In addition to the Board committees, we have established several
operational committees the activities of which are reported to the Board. These
include an Investment Committee which includes Mr. Oddy and five additional
executive officers, and an Advisory Committee composed of certain executives of
Farm Bureau affiliated insurance companies in the Farm Bureau Life market
territory. The Board may establish other committees in its discretion.

Corporate Governance Task Force. The Board has continued to review best
governance practices during the past year, in light of the Sarbanes-Oxley Act,
new and proposed SEC rules, and revised NYSE listing standards, as well as the
recently revised Iowa Business Corporation Act. A temporary Corporate Governance
Task Force, chaired by Mr. Walker, was appointed to propose any appropriate
modifications to our corporate structure and practices, including board size and
composition. Proposal 1 of this proxy statement is the result of deliberations
which began in this task force. Other members include Ms. Henry and
Messrs. Christopherson, Foutz, Hogan, Kjerstad and Kouplen.

In actions approved by the Board in the last two years based on
recommendations from management, Board committees and the Corporate Governance
Task Force, we have revised our audit committee charter, named an audit
committee financial expert, adopted early disclosure of auditor fee information,
established an internal CEO/CFO Certification Committee which extensively
reviews our disclosure environment before the CEO and CFO execute their required
periodic report certifications, established procedures to encourage timely
reporting of insider

transactions under the two day reporting requirements, adopted expensing of
stock options beginning in 2003, established procedures for the appropriate use
of non-GAAP financial measures, and adopted a Code of Ethics for the CEO and
senior financial officers (which is posted on our web site, fblfinancial.com),
and an attorney policy statement to govern the reporting responsibilities of
attorneys in our legal department and in law firms retained by us.

DIRECTORS' COMPENSATION AND BENEFITS

All non-employee directors receive an annual retainer of $4,000 and a
fee of $1,250 for each Board meeting attended ($500 for telephonic meetings).
Non-employee members of the audit, compensation, executive and governance
committees receive $1,000 per committee meeting; members of other committees
receive $500 per meeting. The chairperson of the committee receives 50% more
than the members. In addition, Class A directors receive an annual retainer of
$20,000. Directors may elect to receive their fees in cash, in shares, or in
deferred stock equivalent units pursuant to the Director Compensation Plan. All
directors are reimbursed for travel expenses incurred in attending Board or
committee meetings. The non-employee directors each annually receive
nonqualified stock options to purchase 4,000 shares.

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table shows how many shares of Class A common stock were
owned by each director, director nominee, and each executive officer named in
the Summary Compensation Table, as of February 29, 2004. The percentage of FBL
Class A common shares beneficially owned by any director nominee or any one
officer does not exceed 1%, and by all directors and officers as a group, does
not exceed 3%.

Name Shares Beneficially Owned
---- -------------------------
Eric K. Aasmundstad 14,000(a)
Steve L. Baccus 4,000(a)
William C. Bruins 4,000(a)
Jerry L. Chicoine 24,907(a)(b)
O. Al Christopherson 15,568(a)
John W. Creer 19,727(a)(b)
Jerry C. Downin 19,221(d)
Alan L. Foutz 4,038(a)
Tim H. Gill 0
Robert H. Hanson 0
Karen J. Henry 11,646(a)(b)
Craig D. Hill 13,000(a)
Leland J. Hogan 9,000(a)
Richard G. Kjerstad 22,000(a)
G. Steven Kouplen 4,000(a)
Craig A. Lang 11,822(c)(d)
Paul E. Larson 0
David L. McClure 11,000(a)
Edward W. Mehrer 0
Stephen M. Morain 78,118(c)(d)(e)
James W. Noyce 92,312(c)(d)
William J. Oddy 147,347(c)(d)
Keith R. Olsen 8,800(a)
Frank S. Priestley 13,000(a)

Kevin G. Rogers 4,200(a)
JoAnn W. Rumelhart 42,651(c)(d)
John E. Tatum 14,531(c)(d)
John E. Walker 24,139(a)(b)
Michael S. White 7,000(a)
All directors and executive officers
as a group (30 persons) 785,028

--------------
(a) Includes shares subject to options exercisable within 60 days for the
following directors: Aasmundstad, 14,000; Baccus, 4,000; Bruins, 4,000;
Chicoine, 15,000; Christopherson, 15,000; Creer, 15,000; Foutz, 4,000; Henry,
11,000; Hill, 13,000; Hogan, 9,000; Kjerstad, 15,000; Kouplen, 4,000; McClure,
11,000; Olsen, 8,000; Priestly, 13,000; Rogers, 4,000; Walker, 15,000; White,
7,000.
(b) Includes deferred units in Director Compensation Plan equivalent to
the following shares: Chicoine, 8,907; Creer, 4,727; Henry, 646, and Walker,
7,439.
(c) Includes share units held in Company 401(k) Savings Plan equivalent to the
following shares: Lang, 271; Oddy, 15,354; Noyce, 5,516; Morain, 9,397;
Rumelhart, 10,144, and Tatum, 573.
(d) Includes shares subject to options exercisable within 60 days held by the
following executive officers: Downin, 19,221; Lang, 11,551; Morain, 34,268;
Noyce, 56,598, Oddy, 91,445; Rumelhart, 25,224, and Tatum, 12,005.
(e) Mr. Morain disclaims beneficial ownership of 1,860 shares owned by his
children.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act generally requires the
officers and directors of a public company, and persons who own more than ten
percent of a registered class of a public company's equity securities, to file
reports of beneficial ownership and changes in beneficial ownership with the
Securities and Exchange Commission. Based solely on our review of the copies of
such reports received by us, or upon written representations received from
certain reporting persons, we believe that during 2003 our officers, directors
and ten-percent shareholders complied with all section 16(a) filing requirements
applicable to them, with the exception that Douglas Gumm, an officer, was late
in filing one report of a disposition of shares from an intra fund transfer
within his 401(k) account.

EXECUTIVE OFFICERS

Most of our executive and other officers devote all of their time to
the affairs of the Company. Services performed for affiliates are charged to the
affiliates on the basis of a time allocation and the affiliates are required to
reimburse the Company for the cost of services. As explained in the section
"Certain Relationships and Related Party Transactions -- Management and
Marketing Agreements," we receive management fees for managing our affiliates.
Two officers, Mr. Lang and Mr. Downin, are employed by Farm Bureau Management
Corporation, a wholly owned subsidiary of the Iowa Farm Bureau Federation, and
with the exception of option grants, they are compensated by Farm Bureau
Management Corporation.

The current executive officers of the Company are as follows:

NAME AGE POSITION

Craig A. Lang 52 Chairman of the Board and Director
William J. Oddy 59 Chief Executive Officer and Director

Jerry C. Downin 62 Senior Vice President, Secretary, Treasurer
and Director
Stephen M. Morain 58 Senior Vice President and General Counsel
James W. Noyce 48 Chief Financial Officer and Chief Administrative
Officer
John M. Paule 47 Chief Marketing Officer; Executive Vice
President - EquiTrust Life
JoAnn W. Rumelhart 50 Executive Vice President - Farm Bureau Life
John E. Tatum 63 Executive Vice President - Property-Casualty
Companies.
James P. Brannen 41 Vice President, Finance
Douglas W. Gumm 49 Vice President, Information Technology
Barbara J. Moore 52 Chief Operating Officer - Property - Casualty
Companies
Lou Ann Sandburg 55 Vice President, Investments

The following describes the business experience, principal occupation
and employment during the last five years of the executive officers:

Biographical information for Messrs. Lang, Oddy and Downin is found
above under "Election of Directors."

Stephen M. Morain is Senior Vice President and General Counsel, an
ex-officio member of the Executive Committee and a member of the Investment
Committee. He also serves as General Counsel and Assistant Secretary of the Iowa
Farm Bureau Federation; General Counsel, Secretary and director of Farm Bureau
Management Corporation, and Senior Vice President and General Counsel of FBL's
major operating subsidiaries and of Farm Bureau Mutual. Mr. Morain is also
chairman and a director of Edge Technologies, Inc., and a director and Secretary
of the Iowa Agricultural Finance Corporation. He is chairman of the Iowa Life &
Health Insurance Guaranty Association. Mr. Morain has been employed by the
Company and its affiliates since 1977.

James W. Noyce, CPA, FCAS, ASA, FLMI, MAAA, has been Chief Financial
Officer of FBL and its major operating subsidiaries since January 1996, and
Chief Administrative Officer since July 2002. Additionally, from January 2000 to
July 2002 he was Executive Vice President and General Manager of the
property-casualty companies managed by FBL. He is a member of the Investment
Committee, Chairman of the CEO/CFO Certification Committee, Chairman of the
Corporate Compliance Committee (and Chief Compliance Officer) and Chairman of
the Asset-Liability Management Committee of the life insurance companies.
Mr. Noyce has been employed by the Company and its affiliates since 1985. He is
also a director of Berthel Fisher & Company, Berthel Fisher & Company Financial
Services, Inc. and Berthel Fisher & Company Leasing Services, Inc.

John M. Paule has been Chief Marketing Officer since January 2000 after
serving as Vice President, Corporate Administration from August 1998 and Vice
President, Information Technology from January 1998. In 2003 he was also
appointed Executive Vice President of the Company's subsidiary, EquiTrust Life
Insurance Company. Mr. Paule had been employed by IBM Corporation from 1978
until he joined FBL in 1997. During his last five years with IBM he was its
manager of the North American general business insurance segment and its senior
state executive in Iowa. He is a past president of the Board of Directors of the
West Des Moines Community School District and of the West Des Moines Chamber of
Commerce.

JoAnn W. Rumelhart, FSA, MAAA, has been Executive Vice President --
Farm Bureau Life Insurance Company since 2000. She is a member of the Investment
Committee. She was Vice President - Life Operations of FBL and its major
operating subsidiaries from 1994. She began working for FBL in 1978, and served
as Vice President - Client Services from 1991.

John E. Tatum, CLU, became Executive Vice President of the Company's
managed property-casualty operations in July 2002. He led the effort to merge
Farm Bureau Mutual, Farm Bureau Mutual Insurance Company, Inc. (Kansas) and Farm
Bureau Insurance Company of Nebraska in January 2003. He has been with five
separate Farm Bureau insurance companies since 1970 as an agent, agency manager,
district sales manager, director of agencies and state sales manager, and became
Executive Vice President and General Manager of Farm Bureau Insurance Company of
Nebraska in 1988. Mr. Tatum has served on numerous industry and civic boards,
including the Nebraska Insurance Federation, the Nebraska Property/Liability
Guarantee Association and the Farm Bureau Capital Corporation.

James P. Brannen, CPA, has been Vice President, Finance of FBL and of
its major operating subsidiaries since January 2002, after serving as Vice
President, Controller from January 2000. He is the chairman of the Benefits
Administration Committee and the Acquisitions and the Expense Task Force for the
companies. He is also a member of the Investment Committee and the Agent
Compensation Task Force. Mr. Brannen has been employed by FBL and its affiliates
since 1991.

Douglas W. Gumm has been Vice President, Information Technology since
January 2000. He had served as Information Systems Vice President since joining
FBL on January 1, 1999. Mr. Gumm had been employed by Principal Financial Group
in its Information Services division since 1975, his last five years serving as
Director of Information Systems - Technical Services.

Barbara J. Moore, CPCU, AIM, Are, AAM, has been Chief Operating
Officer, Property-Casualty since April 2003. Prior thereto, Ms. Moore served as
Vice President, Property-Casualty Operations of FBL from January 2000. She was
the Vice President, Market Development for the prior year. Ms. Moore was Vice
President, Property-Casualty Operations from 1997 to 1998, and Senior Vice
President of Property-Casualty Operations for Western Ag and Western Farm Bureau
Mutual from 1991 to 1996. Ms. Moore has been employed by FBL and its affiliates
since 1978.

Lou Ann Sandburg, CFA, FLMI, has been Vice President, Investments since
January 1998. She joined the Company in 1980 as the portfolio manager of the
EquiTrust Money Market Fund, and later assumed the management of the tax-exempt
bonds and mortgage-backed securities portfolios. Ms. Sandburg was named
Securities Vice President in 1993 and Investment Vice President, Securities, in
1994. She serves on the Asset-Liability Management Committee and the Credit
Committee, and chairs the Investment Committee. She is past president and a
board member of the Iowa Society of Financial Analysts.

EXECUTIVE COMPENSATION

The following table summarizes the compensation expense paid by FBL to
the Chief Executive Officer and to the Company's other four most highly
compensated executive officers who were serving on December 31, 2003, for
services rendered to FBL and its affiliates in all capacities during the fiscal
years ended December 31, 2001, 2002 and 2003.

SUMMARY COMPENSATION TABLE

Long Term
Annual Compensation Compensation
------------------- Awards
--------------
Securities
Underlying All Other(c)
Name and Principal Position(a) Year Salary Bonus Options (#)(b) Compensation
------------------------------- ---- ------ ----- -------------- ------------

William J. Oddy 2001 $470,000 $175,764 30,323 $36,120
Chief Executive Officer 2002 540,500 188,761 30,078 67,700
2003 617,971 232,610 31,691 85,925

James W. Noyce 2001 321,219 120,125 20,724 11,376
Chief Financial Officer and 2002 356,604 124,538 19,844 25,171
Choef Administrative Officer 2003 413,034 155,470 21,181 29,988

Stephen M. Morain 2001 358,000 100,410 17,323 20,294
Senior Vice President and 2002 411,700 107,835 17,183 38,360
General Counsel 2003 428,168 120,850 16,468 43,744

John E. Tatum 2001 -- -- -- --
Executive Vice President - 2002 162,500 91,939 7,363 38,639
P/C Cos. 2003 344,500 129,673 17,667 84,487

JoAnn W. Rumelhart 2001 242,914 68,131 11,754 9,110
Executive Vice President - 2002 269,400 70,563 11,244 17,470
Farm Bureau Life 2003 310,169 116,750 15,906 21,034

a) These executives receive all their compensation from the Company.
Through 2001, Mr. Morain received approximately 16% of his compensation
from Farm Bureau Management Corporation. The Company charges a
management fee for services it provides to the Company's affiliates,
and also is reimbursed by the affiliates for an allocated portion of
expenses including executive compensation. See "Certain Relationships
and Related Party Transactions - Management and Marketing Agreements."

(b) Awards include incentive and nonqualified stock options. The options
have vesting periods as described in "Option Grants in Last Fiscal
Year" table. Unvested options are forfeited upon voluntary termination
of employment with the Company. All options will vest in the event of a
change of control of the Company.

(c) All other compensation in 2003 includes (i) matching contributions made
to the 401(k) plan accounts of each of the named executives, $6,000;
(ii) under a revised deferred compensation plan beginning in 2002,
matching contributions accrue for each of the named executives in an
amount equal to the 401(k) plan percentage match times base salary and
bonus, less the ERISA limitation of $200,000; this resulted in
allocations to Oddy, $18,202; Noyce, $10,127; Morain, $10,080; Tatum,
$7,093, and Rumelhart, $5,422, (iii) employee group life payments of
$967 on behalf of Noyce and $3,495 on behalf of Tatum, and (iv) the
costs of an executive life insurance program through which the
executives may purchase with after tax dollars a universal life
insurance policy of up to twice salary, less $50,000, with a schedule
of payments that will make the policy paid up at age 65; under this
program payments were made to Oddy, $61,723; Noyce, $12,894; Morain,
$27,664; Tatum, $67,899, and Rumelhart, $9,612.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about our Class A common stock
that may be issued upon the exercise of options, warrants and rights under our
existing equity compensation plans as of December 31, 2003. These plans include
a stock compensation plan and a director compensation plan. Details regarding
these plans can be found in Notes 1 and 9 to the consolidated financial
statements.

(c) Number of
Securities
Remaining
(a) Number of Available for
Securities to be (b) Weighted Future Issuance
Issued Upon Average Exercise Under Equity
Exercise of Price of Compensation
Outstanding Outstanding Plans (Excluding
Options, Options, Securities
Warrants and Warrants and Reflected in
Plan Category Rights Rights Column (a))
---------------------------------------------- ---------------- ---------------- ----------------

Equity compensation plans approved
by shareholders:
1996 Class A Common Stock Compensation Plan 2,035,215 $ 15.70 4,947,948
Directors Deferred Compensation Plan....... 21,719 28,281
---------- ----------
Total................................... 2,056,934 4,976,229
========== ==========
Equity compensation plans not
approved by shareholders: None None None

OPTION GRANTS IN LAST FISCAL YEAR

The following table summarizes stock options granted during the last
fiscal year to the named executive officers under the Company's 1996 Class A
Common Stock Compensation Plan.

Percent of
Total
Number of Options
Securities Granted to Exercise Grant
Underlying Employees or Base Date
Options in Fiscal Price Expiration Present
Granted(a)(c) Year ($/sh) Date Value(b)
------------- ---------- -------- ---------- --------

William J. Oddy 31,691 6.9% $19.50 1/15/13 $219,893
James W. Noyce 21,181 4.6 19.50 1/15/13 145,799
Stephen M. Morain 16,468 3.6 19.50 1/15/13 112,939
John E. Tatum 17,667 3.8 19.50 1/15/13 115,171
JoAnn W. Rumelhart 15,906 3.5 19.50 1/15/13 107,881

---------------------------------
(a) The exercise price of the options is the fair market price on the date
of grant. Each of these options has a term of up to 10 years and
becomes exercisable in five equal annual installments on each of the
first, second, third, fourth and fifth anniversaries of the date of
grant. Unvested options are forfeited upon a voluntary termination of
employment. Options vest upon normal retirement and in the event of a
change of control of the Company. The options granted are incentive
stock options to the extent permitted under the Plan and the Internal
Revenue Code, and the remainder are nonqualified stock options.

(b) The grant date present value of these options was estimated using a
Black-Scholes option pricing model with the following weighted average
assumptions: risk-free interest rate of 3.80%; dividend yield of 1.90%;
volatility factor of the expected market price of FBL's Class A common
stock of 0.361, and a weighted average life expectancy of the options
of 6.6 years. The weighted average grant date fair value of the options
granted to the named executives during 2003 was $6.82 per share. The
actual value, if any, an executive may realize will depend on the
excess of the stock price over the exercise price on the date the
option is exercised, giving no assurance that the value realized by a
named individual will be at or near the value estimated by the
Black-Scholes model.

(c) At December 31, 2003, 4,947,948 shares of Class A common stock were
available for grant as additional awards under the Plan, including
shares previously forfeited. No grants of SARs or stock awards were
made under the Plan prior to January 1, 2004. See "Board Committee
Report on Executive Compensation" in regard to grants of restricted
stock made in January 2004.

AGGREGATED OPTIONS/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTIONS/SAR VALUES

The following table describes the exercise of options during the last
fiscal year and value of unexercised options held as of the end of the fiscal
year, by the named executive officers:

Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Shares Options/SARs Options/SARs at
Acquired at FY-End(#) FY-End($)
On Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable(a)
---- -------- -------- ------------- --------------------

William J. Oddy 37,850 $610,895 101,780/84,196 $1,427,754/$675,593
James W. Noyce 6,982 95,485 80,738/57,335 1,104,003/463,072
Stephen M. Morain 28,570 402,551 27,482/23,604 374,498/191,787
John E. Tatum -- -- 56,104/136,251 845,858/285,612
JoAnn W. Rumelhart -- -- 8,472/23,558 100,481/132,215

------------------
(a) Value determined from market price at fiscal year end ($25.80) less
exercise price. The actual value, if any, that an executive may realize
will depend on the stock price on date of exercise of an option, so
there is no assurance the value stated would be equal to the value
realized by the executive.

RETIREMENT BENEFITS

Employees are generally covered under the FBL Financial Group
Retirement Plan and the FBL Financial Group Supplemental Retirement Plan
(together, the "plan"). The two plans operate as a single plan to provide total
benefits to all participants. The former is a qualified plan under Section
401(a) and the latter plan is a nonqualified plan which provides benefits
according to the overall plan formulas, but includes compensation exceeding
$200,000 ($205,000 starting in 2004) under Section 401(a)(17) and provides
benefits provided by the formula which are otherwise limited by Section 415 of
the Internal Revenue Code. The plan is generally available to all employees and
officers and provides for the same method of allocation of benefits between
management and non-management participants. Active participants include
employees over age 21 who have worked at least one year and provided at least
1,000 hours of service during the year.

The plan is a defined benefit plan which provides monthly income (or
lump sum option) to retirees who have worked for at least 10 years and attained
age 55. The amount provided is a percentage of high 36 consecutive month average
salary calculated according to the following

formula: for service prior to 1998, 2% per year for the first 10 years of
service, plus 2 1/2% for each year in excess of 10 years of service, up to 30
years of service. For service after 1997, 1.675% per year of service, plus
0.325% per year of service times the average salary less social security covered
compensation. Unreduced early retirement benefits are provided when age plus
years of service equal 85 on the benefit earned before 2002. Reduced early
retirement benefits are generally provided with reductions of 3% per year before
age 65.

The plan formula provides a monthly benefit for life with a guarantee
of 120 monthly payments. There is an automatic annual cost of living adjustment
not to exceed 4.0% on the benefit earned before 2002.

Years of service include all years in which an individual first exceeds
1,000 hours of service and any year thereafter in which the person exceeds 500
hours of service. The compensation covered by the plan is calculated based upon
total salary and bonuses paid to the participant during the given year.

The estimated annual benefits payable under this plan upon retirement
(at the normal retirement age of 65) for Messrs. Oddy, Noyce, Morain and Tatum,
and Ms. Rumelhart, are approximately $497,000, $186,000, $180,000, $164,000 and
$186,000, respectively. This calculation is based on service and earnings as of
December 31, 2003.

OTHER COMPENSATION PLANS

FBL and Farm Bureau Mutual sponsor bonus plans for all employees,
including a management performance (bonus) plan in which executives, department
heads and managers participate. On an annual basis, the companies establish
various and distinct goals which generally relate to such matters as Farm Bureau
membership levels, new business production, agent recruiting, expense levels and
earnings. Attainment of the goals through 2003 was targeted to result in payment
of cash bonuses up to 33 1/3% for the executive group and up to 8% for managers,
with exceptional performance increasing bonuses by as much as 50%; in 2004 the
targets have been adjusted to result in payment of cash bonuses ranging up to
40% of base salary for Mr. Oddy, 35% of base salary for Messrs. Noyce, Tatum and
Ms. Rumelhart, 25% of base salary for Mr. Morain, and up to 8% for managers.
Exceptional performance could increase cash bonuses up to 100% of base salary
for Mr. Oddy, 75% of base salary for Messrs. Noyce, Tatum and Ms. Rumelhart, 50%
of base salary for Mr. Morain and up to 12% for managers. See discussion in
"Board Committee Report on Executive Compensation." Payment of the performance
incentive is made annually in a single, separate lump sum in early February of
the ensuing year.

We also have a trustee qualified 401(k) plan for all employees after 30
days of employment and attainment of age 21. Employee contributions up to 2% of
compensation are matched by Company contributions 100%, and contributions from
2% to 4% of compensation are matched 50%, subject to ERISA limitations, with the
match paid in shares of Class A common stock.

As noted in footnote (c) to the Summary Compensation Table, we
initiated a deferred compensation plan for executives in 2002 based on the
portion of the Company match from the 401(k) plan which would be in excess of
ERISA limitations. The amounts are accrued in an unfunded plan and bear interest
at the rate credited on FBL's flexible premium deferred annuity, payable upon
termination of employment.

BOARD COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is responsible for oversight of compensation
policies which govern annual compensation, stock ownership programs and
employee benefit programs for the executive officers as well as other employees
of the Company and its subsidiaries.

As part of the changes to the Board of Directors discussed earlier in
this proxy statement, the Company expects to reorganize the Compensation
Committee at the 2004 annual meeting of the Board of Directors. It will comply
with SEC and NYSE rules requiring it to consist solely of independent directors,
with full responsibility for determining the compensation of the chief executive
officer. At the same time, the committee expects to adopt and publish a
Compensation Committee Charter in compliance with new rules and listing
standards.

Even before those changes, the committee in 2003 expressed a desire to
tie compensation more closely to performance. Mr. Chicoine, one of our
independent directors, became chairman of the committee in 2003. The committee
hired an outside consultant to study peer group compensation patterns and make
recommendations. As a result, executive compensation beginning in 2004 is being
targeted differently than in the past. Base salaries are targeted at a level
equal to the median amounts paid to comparable positions by a peer group of
companies, where through 2003 they had been set at levels between the 50th to
75th percentile of those median compensation levels, with incentive compensation
less heavily weighted. Because of this, base salaries for the named executive
officers have generally not been increased from 2003 to 2004, but potential
payments under the Company's bonus plan payable in 2005 for 2004 performance
have been increased. Total cash compensation is targeted at the 60th percentile
for the named executive group. Additionally, grants under the 1996 Class A
Common Stock Compensation Plan have been revised for the executive group. A
target amount of equity incentive compensation was established for each
executive, and grants made in January 2004 were divided equally by value between
stock options and performance based restricted stock. The goal of the entire
compensation package is to target the 60th percentile of comparable positions in
the peer group.

COMPENSATION CRITERIA

In making compensation determinations, the committee considers and
endeavors to attain the following goals:

1) attract and retain highly qualified and motivated executive officers
and employees,

2) encourage and reward achievement of FBL's annual and long-term
financial goals and operating plans, and

3) encourage executive officers and employees to become shareholders
with interests aligned with those of other shareholders.

The committee's policy with regard to the compensation of executive
officers is to meet these goals through a combination of base salary, annual
bonus, opportunities for stock ownership and other benefits, with a particular
focus on encouraging executive officers to attain performance goals that are
designed to favorably impact FBL's overall performance.

COMPENSATION COMPONENTS

The basic components of compensation for executive officers, including
those individuals listed in the Summary Compensation Table, are in four areas:

BASE SALARY: Through 2003, the committee was setting base salary ranges
annually which were intended to reflect the mid point between the 50th
percentile and 75th percentile level of base pay for comparable positions at
companies of similar size and complexity. The committee reviews salary survey
data provided by independent survey consultants. To determine the level of a
specific salary within its range, the committee was considering management input
regarding the officer's length of service in the position, experience and
management skills in handling short and long range issues. In addition, the
committee reviews the officer's performance during the prior year measured
against predetermined corporate and individual plans and objectives set by
management. For 2004, base salaries have been targeted at the median (50th
percentile) level of base pay for comparable positions at similar companies.

ANNUAL BONUS: The committee believes that a significant portion of
annual cash compensation for the executive officers should be variable ("at
risk") and tied to the Company's financial results. FBL annually establishes
profit, growth, and other goals. Through 2003, attainment of the goals has been
designed to produce target bonuses to the executive officers of up to 33 1/3% of
base salary, with exceptional performance allowing bonus payments up to 50% of
base salary. To put more of the potential annual pay at risk of performance, we
have changed the bonus targets for 2004 from a 33-1/3% level to 40% for
Mr. Oddy, 35% for Messrs. Noyce and Tatum, and Ms. Rumelhart, and 25% for
Mr. Morain. Exceptional performance will allow bonuses of up to 100% for
Mr. Oddy, 75% for Messrs. Noyce and Tatum, and Ms. Rumelhart, and 50% for
Mr. Morain.

STOCK OWNERSHIP: The committee believes that a fundamental goal of
executive compensation is to encourage and create opportunities for long-term
executive stock ownership. The committee expects that over time, executive
officers will establish ownership positions that are of significant value as a
percentage of their annual salary.

The 1996 Class A Common Stock Compensation Plan provides for the grant
of stock options (nonqualified and incentive stock options), stock appreciation

rights ("SARs"), and shares of restricted stock. The plan is administered by a
subcommittee of the Compensation Committee consisting solely of independent
directors. We encourage ownership of FBL stock through the grant of options to
participants in the Plan. To determine who will participate and the amount of
awards, we have adopted a formula which covers key management employees, and
bases awards on their position, salary, and previous grants. Generally, the
amount increases with the level of the position. We intend to make grants of
options on an annual basis. The options vest in 20% increments on the first,
second, third, fourth, and fifth anniversary of the grant date.

For 2004 we have included grants of performance based restricted stock
to the executive group. This change is partially in response to our expensing of
stock option costs, and partially to create more performance based incentives
for this key group. We traditionally grant stock options to executives and other
key employees each January 15. For the 2004 grant, we have determined a target
level of incentive awards to this group, then divided it by value, 50% in stock
options and 50% in performance based restricted stock. The restricted stock is
subject to forfeiture in whole or part in early 2007 if earnings per share goals
for 2006 are not met. The executives will have voting and dividend rights during
the period of restriction. We intend to continue this usage of performance based
restrictive stock in the future for this group.

We also encourage ownership of our stock through the employee 401(k)
plan, in which all executives are eligible to participate, by matching employee
contributions in company stock as set forth under "Other Compensation Plans",
and by making an investment option available in a Company common stock fund.

EMPLOYEE BENEFITS: FBL offers benefit plans such as vacation, medical,
life and disability insurance to executive officers on the same basis as offered
to all employees. In addition, the executive insurance program allows the
executive officers additional compensation with which they may purchase with
after tax dollars a universal life insurance policy of up to twice salary, less
$50,000, with a schedule of payments that will make the policy paid up at age
65, and a disability policy which will provide benefits in case of covered
disability up to full salary.

CEO COMPENSATION

The compensation of Mr. Oddy in 2003 included the above four factors.
Mr. Oddy became Chief Executive Officer of FBL and its major operating
subsidiaries March 1, 2000, after a number of years with other management
responsibilities. We increased his base salary 14.3% over 2002, after reviewing
market factors, his prior performance and in part in recognition of his
additional responsibilities with FBL's growth. Under Mr. Oddy's leadership, the
Company has grown both internally and by consolidating with Kansas Farm Bureau
Life Insurance Company in 2001. In 2003, the Company's managed affiliate, Farm
Bureau Mutual, merged with Farm Bureau Mutual Insurance Company, Inc. (Kansas)
and Farm Bureau Insurance Company of Nebraska. We believe FBL is well positioned
to continue its internal growth due to its geographic spread, diverse product
portfolio and ability to cross sell its various products to its existing
customers. FBL's current strategy is to also expand through growth in direct
distribution of products by its subsidiary EquiTrust Life, product alliances
with other insurers, and through consolidations either inside or outside of the
Farm Bureau network. Mr. Oddy earned a bonus

equal to 37.6% of his actual 2003 salary based on 2003 Company performance of
established goals (in 2002, 34.9%). Mr. Oddy was awarded options for 31,691
shares of Class A common stock in 2003, which is 6.9% of the awards granted to
all employees in the year.

CHANGE OF CONTROL AGREEMENTS

In 2002 we entered into change of control agreements with each of the
named executive officers, and with the other officers named in our "Executive
Officers" list (except for Messrs. Lang and Downin, whose employer is the Farm
Bureau Management Corporation). The forms of agreements were filed with the SEC
as exhibits to our Form 10-Q in August 2002.

In entering into these agreements, the Board determined that it is in
the best interests of the Company and its stockholders to ensure that we will
have the continued dedication of the executives notwithstanding the possibility,
threat or occurrence of a termination of the executive's employment in certain
circumstances, including following a change of control. Further, the Board
stated that it "believes it is imperative to diminish the inevitable distraction
of the Executive by virtue of the personal uncertainties and risks created by a
pending or threatened termination of the Executive's employment in such
circumstances and to provide the Executive with compensation and benefits
arrangements upon such a termination which ensure that the compensation and
benefits expectations of the Executive will be satisfied and which are
competitive with those of other corporations who may seek to employ the
Executive."

Under the agreements, a change of control is defined as occurring when
any person acquires 35% of the combined voting power of the Company, or when
during two consecutive years a majority of the directors originally on the board
(and certain designated successors) cease to constitute a majority of the Board.
The payments required by the agreements are triggered if during the two or three
years after a change of control the executive's duties are changed or diminished
inconsistent with his position, or if the executive's base salary is reduced,
the executive's office is relocated more than 50 miles from West Des Moines,
Iowa, existing employee plans are not continued or the agreements are not
assumed by the Company's successor.

If a triggering event occurs, the executive will become entitled to
salary through the termination date, plus payment of a prorated bonus for that
year, plus payment of a multiple of annual salary (paid monthly for the number
of years equal to the multiplier, the "salary continuation period"), plus a
multiple of the targeted annual bonus of the executive, plus continuation of
benefit plans for the salary continuation period and certain accruals and
vesting of retirement plans.

The agreements are effective for three years after a change of control,
at a multiple of salary and bonus of three times for Messrs. Oddy, Noyce,
Morain, Paule and Tatum, and Ms. Rumelhart, and for two years after a change of
control, and a multiple of salary and bonus of two times for Messrs. Brannen and
Gumm, Ms. Moore and Ms. Sandburg.

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Section 162(m) of the Internal Revenue Code (the "Code") generally limits to $1
million per individual per year the federal income tax deduction for
compensation paid by a publicly-held company to the company's chief executive
officer and its other four highest paid executive officers. Compensation that
qualifies as performance-based compensation for purposes of Section 162(m) is
not subject to the $1 million deduction limitation. Options and restricted stock
awards granted under the 1996 Class A Common Stock Compensation Plan, as
amended, will satisfy the requirements for performance-based compensation. The
committee currently does not anticipate that any executive officer will be paid
compensation from FBL in excess of $1 million in any year (including amounts
that do not qualify as performance-based compensation under the Code), and
accordingly, the committee anticipates that all amounts paid as executive
compensation will be deductible by FBL for federal income tax purposes.

COMPENSATION COMMITTEE

Jerry L. Chicoine, CHAIRMAN
O. Al Christopherson
Craig A. Lang
John E. Walker

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees FBL's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the committee
reviewed the audited financial statements in the Annual Report on Form 10-K with
management, including a discussion of the quality, not just the acceptability,
of the accounting principles, the reasonableness of significant judgments, and
the clarity of disclosures in the financial statements.

The committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with accounting principles generally accepted in the United
States, their judgments as to the quality, not just the acceptability, of the
Company's accounting principles and such other matters as are required to be
discussed with the committee under generally accepted auditing standards. In
addition, the committee has discussed with the independent auditors the
auditors' independence from management and the Company including the matters in
the written disclosures required by the Securities and Exchange Commission and
considered the compatibility of nonaudit services with the auditors'
independence. The committee has also reviewed and discussed the quality of the
personnel staffing the engagement for the independent auditors.

The committee discussed with the internal and independent auditors the
overall scope and plans for their respective audits. The committee meets with
the internal and independent auditors, with and without management present, to
discuss the results of their examinations, their evaluations of FBL's internal
controls, and the overall quality of FBL's financial reporting.

In reliance on the reviews and discussions referred to above, the
committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended December 31, 2003 for filing with the Securities and
Exchange Commission. The committee has also appointed, subject to shareholder
ratification, Ernst & Young LLP as the Company's independent auditors for 2004.

THE AUDIT COMMITTEE

Jerry L. Chicoine, Chairman
John W. Creer
John E. Walker

PERFORMANCE GRAPH

The following performance graph shows a comparison of the cumulative
total return over the past five years of FBL's Class A common stock, the S&P
Life and Health Insurance Index and the S&P 500. The graph plots the changes in
value of an initial $100 investment, assuming reinvestment of all dividends.

In prior years, for the industry comparison FBL has utilized the Value
Line Life Insurance Index, which had a five-year cumulative total return of
$146.38 at December 31, 2003. This year we elected to utilize the S&P 500 Life &
Health Insurance Index as the industry comparison as we believe it is a more
commonly used measure of performance of the life insurance industry. Its
five-year cumulative total return at December 31, 2003 was $96.12.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
FBL Financial Group, Inc., S&P 500 Index and S&P 500 Life & Health Insurance
(Performance Results Through December 31, 2003)

[PLOT POINTS GRAPH]

------------------------------------------------------------------------------------------------------
12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
------------------------------------------------------------------------------------------------------

FBL Financial Group, Inc. $100.00 $83.89 $74.52 $73.27 $87.29 $117.76
S&P 500 Index 100.00 121.04 110.02 96.95 75.52 97.18
S&P 500 Life & Health Insurance 100.00 85.97 97.84 90.28 75.63 96.12
------------------------------------------------------------------------------------------------------

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

ORGANIZATION OF THE COMPANY

FBL is a holding company. Through our life insurance subsidiaries, we
market individual life insurance policies and annuity contracts to Farm Bureau
members and other individuals and businesses in Midwestern and Western sections
of the United States. We also market variable universal life and variable
annuity contracts in these and other states through alliances with
non-affiliated Farm Bureau insurance companies, other non-Farm Bureau life
insurance companies and a regional broker-dealer. In addition to marketing our
products through these channels, we also assume business through reinsurance
arrangements with other companies and are in the process of expanding our
EquiTrust Life Insurance Company subsidiary through building its own
distribution. Our life insurance operations are complemented by non-insurance
services we provide to third parties and affiliates. These include investment
advisory, leasing, marketing and distribution services. In addition, we provide
management and administrative services to three Farm Bureau affiliated
property-casualty companies. Effective January 1, 2003, Farm Bureau Mutual
merged with Farm Bureau Mutual Insurance Company, Inc. (Kansas) and Farm Bureau
Insurance Company of Nebraska and we are now managing the property-casualty
operations in those states, expanding our managed property-casualty operations
to eight states.

CAPITAL, INVESTMENT AND LOAN TRANSACTIONS

Our subsidiary, FBL Real Estate Ventures, sold a 51% interest in two
mezzanine commercial real estate loans to Farm Bureau Mutual on September 30,
2003. The loans were sold at their fair value of $2,697,658. Farm Bureau Mutual
also has a 51% interest in a third mezzanine loan that was originated during the
fourth quarter of 2003. Farm Bureau Mutual's investment in this loan totaled
$2,111,400.

On April 7, 2003, we invested $7,000,000 in an investment fund which is
managed by an affiliate of the Kansas Farm Bureau, a major shareholder. We
redeemed this investment on December 30, 2003 for $6,992,456.

MANAGEMENT AND MARKETING AGREEMENTS

We have management agreements with Farm Bureau Mutual and other
affiliates under which we provide general business, administrative and
management services. For insurance companies, the management fee is generally
equal to a percentage of premiums collected. For non-insurance companies, the
management fee is equal to a percentage of expenses incurred. Fee income from
Farm Bureau Mutual for these services during 2003 totaled $2,376,000. In
addition, Farm Bureau Management Corporation, a wholly-owned subsidiary of the
Iowa Farm Bureau Federation, provides certain management services to us under a
separate arrangement. During 2003 we incurred related expenses totaling
$619,000.

We have marketing agreements with the Farm Bureau property-casualty
companies operating within our marketing territory, including Farm Bureau Mutual
and other affiliates.

Under the marketing agreements, the property-casualty companies are responsible
for the development and management of our agency force for a fee equal to
approximately 33% of commissions on first year life insurance premiums and
annuity deposits. In addition, through June 30, 2003, we paid a service fee to
the property-casualty companies operating in certain states equal to 25% of
commissions on renewal premiums. We paid $4,690,000 to Farm Bureau Mutual under
these arrangements during 2003. Effective July 1, 2003, these payments were
discontinued.

RELATIONSHIP WITH FARM BUREAU ORGANIZATIONS

American Farm Bureau Federation is a national federation of member
organizations having as a major objective and purpose to promote, protect and
represent the business, economic, social and educational interests of farmers
and ranchers of the nation, and to develop agriculture, and a further objective
to correlate Farm Bureau activities and strengthen member state Farm Bureau
federations. Through a membership agreement, the Iowa Farm Bureau Federation
(our principal shareholder) and similar state Farm Bureau federations throughout
the country agree to cooperate in reaching these objectives.

American Farm Bureau Federation is the owner of the "Farm Bureau" and
"FB" trade names and related trademarks and service marks including "FB design"
which has been registered as a service mark with the U.S. Patent and Trademark
Office. Under the state membership agreements, use of such trade names and marks
in each state is restricted to members of the federation and their approved
affiliates. We are licensed by the Iowa Farm Bureau Federation to use the "Farm
Bureau" and "FB" designations in Iowa, and pursuant thereto, incurred royalty
expense of $420,000 for the year ended December 31, 2003. Our subsidiaries have
similar arrangements with Farm Bureau organizations in the other states of the
market territory. Royalty expense incurred pursuant to these arrangements
totaled $1,198,000. Royalty payments in 2003 in excess of $60,000 were made to
Farm Bureau organizations in Idaho ($104,000), Kansas ($299,000), Minnesota
($94,000), Nebraska ($92,000), Oklahoma ($210,000), Utah ($66,000) and Wisconsin
($81,000).

OTHER SERVICES, TRANSACTIONS AND GUARANTEES

We lease our home office properties under a 15-year operating lease
from a wholly-owned subsidiary of the Iowa Farm Bureau Federation. Rent expense
for the lease totaled $3,046,000 for 2003. This amount is net of $1,395,000 in
amortization of the deferred gain on the exchange of home office properties for
common stock that took place on March 31, 1998.

Farm Bureau Life leases property under an annually renewable lease from
Farm Bureau Mutual which expires in 2006. Rent expense for this lease totaled
$578,000 for 2003.

Farm Bureau Life has a services agreement for certain information
technology, administrative and other services we receive from Farm Bureau
Mutual. Farm Bureau Life paid $580,000 related to this agreement during 2003.

We provide a number of services to, and receive certain services from,
other Farm Bureau organizations, including the Iowa Farm Bureau Federation, Farm
Bureau Mutual, Nebraska Farm

Bureau Federation and Kansas Farm Bureau and its affiliates. The company
providing such services is reimbursed based on an allocation of the cost of
providing such services. In addition, we charge rent to other Farm Bureau
organizations for space occupied in properties we own in Arizona, Minnesota, New
Mexico, Utah and Wisconsin based on market or negotiated rates.

Farm Bureau Life and FBL Leasing Services, Inc. own aircraft that are
available for use by our affiliates. In 2003, Farm Bureau Mutual paid us
approximately $1,204,000 for use of such aircraft.

Through our subsidiary, FBL Leasing Services, Inc., we lease computer
equipment, furniture and automobiles to other Farm Bureau organizations. In
2003, Farm Bureau Mutual paid approximately $5,372,000 and the Iowa Farm Bureau
Federation paid approximately $814,000 under these leases.

Through our investment advisor subsidiary, EquiTrust Investment
Management Services, Inc., we provide investment advice and related services.
Farm Bureau Mutual paid us approximately $956,000 and the Iowa Farm Bureau
Federation paid us approximately $63,000 for such services in 2003.

Farm Bureau Mutual and other Farm Bureau organizations will, on
occasion, enter into structured settlement arrangements with EquiTrust Assigned
Benefit Company (ETABC), one of our indirect wholly-owned subsidiaries. For a
fee, ETABC relieves Farm Bureau Mutual of its contractual obligations relating
to a policyholder and funds payments to the policyholder with an annuity
contract purchased from Farm Bureau Life. Premiums paid to us during 2003 under
this arrangement totaled $4,439,000 from Farm Bureau Mutual and $859,000 from
other Farm Bureau organizations.

PROXY
CLASS A COMMON SHAREHOLDERS

FBL FINANCIAL GROUP, INC.
Annual Meeting May 14, 2004

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION

The undersigned Class A shareholder of FBL Financial Group, Inc., an Iowa
corporation, appoints Craig A. Lang and William J. Oddy, or either of them, with
full power to act alone, the true and lawful attorneys-in-fact of the
undersigned, with full power of substitution and revocation, to vote all shares
of stock of said Corporation which the undersigned is entitled to vote at the
annual meeting of its shareholders to be held at the principal executive offices
of the Corporation at 5400 University Avenue, West Des Moines, Iowa, on May 14,
2004, at 9:00 a.m. and at any adjournment thereof, with all powers the
undersigned would possess if personally present, as follows:

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| Address Change/Comments (Mark the corresponding box on the reverse side) |
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| |
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| |
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^ FOLD AND DETACH HERE ^

YOU CAN NOW ACCESS YOUR FBL FINANCIAL GROUP, INC. ACCOUNT ONLINE.

Access your FBL Financial Group, Inc. shareholder account online via Investor
ServiceDirect(R) (ISD).

Mellon Investor Services LLC, Transfer Agent for FBL Financial Group, Inc., now
makes it easy and convenient to get current information on your shareholder
account.

o View account status o View payment history for dividends
o View certificate history o Make address changes
o View book-entry information o Obtain a duplicate 1099 tax form
o Establish/change your PIN

VISIT US ON THE WEB AT http://www.melloninvestor.com
FOR TECHNICAL ASSISTANCE CALL 1-877-978-7778 BETWEEN 9AM-7PM
MONDAY-FRIDAY EASTERN TIME

THIS PROXY WILL BE VOTED "FOR" ITEMS 1,2, AND 3 IF NO INSTRUCTION TO THE CONTRARY IS INDICATED. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE Please
RECOMMENDATION OF THE MANAGEMENT. Mark Here [ ]
for address
Change or
Comments
SEE REVERSE SIDE

1. Proposal to amend the Articles of 3. Proposal to ratify the
Incorporation (and a provision in appointment of Ernst & Young FOR AGAINST ABSTAIN
the Bylaws requiring shareholder LLP as independent auditors [ ] [ ] [ ]
approval) to change the number of for the Company.
Class A Directors and the number
of Class B Directors to be elected
each year, and to require that the
Class B Directors are always at FOR AGAINST ABSTAIN
least three less in number than [ ] [ ] [ ]
the Class A Directors.

WITHHOLD
2. Election of Class A Directors: FOR all nominees AUTHORITY 4. On any other matter that may
listed at left (except as to vote for all nominees be submitted to a vote of
01 Jerry L. Chicoine, 02 John W. Creer, marked to the contrary) listed at left shareholders.
03 Tim H. Gill, 04 Robert H. Hanson, ______ ______
05 Paul E. Larson, 06 Edward W. Mehrer, | | | |
07 William J. Oddy, and 08 John E. Walker | | | |
|______| |______|

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE BELOW.)

_____________________________________________________________________________

Dated ____________________________________, 2004

________________________________________________
Signature

Please sign name or names as appearing on this
proxy. If signing as a representative, please
indicate capacity.

(YOU ARE REQUESTED TO COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY)

^ FOLD AND DETACH HERE ^

FBL FINANCIAL GROUP, INC.

March 31, 2004

Dear Shareholder:

The annual meeting of Shareholders of FBL Financial Group, Inc. will be
held at the principal executive offices of the Corporation at 5400 University
Avenue, West Des Moines, Iowa at 9:00 a.m. on Friday, May 14, 2004. At the
meeting the shareholders will act on proposals to amend the Articles of
Incorporation and Bylaws, Class A Shareholders will elect eight directors, Class
B Shareholders will elect five directors, and the shareholders will act on a
proposal to ratify the selection of Ernst & Young LLP as independent auditors.

It is important that your shares are represented at this meeting. Whether
or not you plan to attend the meeting, please review the enclosed proxy
materials, complete the attached proxy form below, and return it promptly in the
envelope provided.