STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 11th day of March, 1998 by
and between FBL Financial Group, Inc., an Iowa corporation (the "Seller") and Farm Bureau Mutual Insurance
Company, an Iowa corporation (the "Buyer").
WHEREAS, the Seller is the owner, beneficially and of record, of all the issued and outstanding shares of the
capital stock of Utah Farm Bureau Insurance Company, a Utah domiciled insurance company (the "Company");
WHEREAS, the Seller desires to sell, and the Buyer desires to purchase, all of such capital stock, all in
accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1: DEFINITIONS
Unless otherwise defined herein or unless the context otherwise requires, capitalized terms used in this Agreement
shall have the meanings ascribed to them in Annex A attached hereto and by this reference incorporated herein.
ARTICLE 2: SALE AND PURCHASE OF STOCK
2.1 SALE AND PURCHASE.
Upon the terms and subject to the conditions of this Agreement, at the Closing the Seller will sell, assign and
transfer to the Buyer, and the Buyer will repurchase from the Seller, the Stock.
2.2 PURCHASE PRICE.
In consideration for the Stock and the other performances contemplated hereby, the Buyer shall pay to the Seller
the sum of Twenty-Five Million Dollars ($25,000,000) cash plus a 5-year earnout based on a 50% sharing of the
amount by which the incurred losses achieved on the Utah direct business are better than those assumed by the
independent appraiser (Tillinghast-Towers Perrin) in its appraisal (with a maximum of $2 million per year with
respect to any annual earnout payment). The assumed incurred losses are based on a loss ratio of 68.7%,
69.53%, 68.87%, 67.49% and 65.69% in 1998 through 2002, respectively. The earnout will be calculated in the
manner set forth on the Earnout Calculations attached hereto as Exhibits A, B and C. The loss ratios shall be