Common use of Certificates Clause in Contracts

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's the Director’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee the Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be entitled subject to receive all the Forfeiture Restrictions and further provided that dividends as hereinabove stated unless and until that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Shares are forfeited pursuant to by means of electronic, book-entry statement, rather than issuing physical share certificates. The Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the provisions stock until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement. The certificate Agreement shall bear cause a legend evidencing the nature forfeiture of the Restricted Shares. The certificate, and the Company may cause the certificate to if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of At the Committee or its delegateCompany’s request, Employee the Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any agreement to which the Director is a party) in the name of Employee the Director in exchange for the shares upon which forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreementcertificate evidencing the Restricted Shares or, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable the case, the Company shall issue appropriate instructions to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock transfer agent if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeelectronic, book-entry method is utilized.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's the Executive’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee the Executive shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be entitled subject to receive all dividends as hereinabove stated unless and the Forfeiture Restrictions). The Executive may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Restricted Shares are forfeited pursuant Forfeiture Restrictions with respect to such shares have expired, and a breach of the provisions terms of this AgreementAgreement shall cause a forfeiture of all then remaining Restricted Shares. The certificate shall bear a legend evidencing contain an appropriate endorsement reflecting the nature of the Restricted Shares, and the Company may cause the Forfeiture Restrictions. The certificate to shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request On the date of this Agreement, the Committee or its delegateExecutive shall, Employee shall if required by the Committee, deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse of the Forfeiture Restrictions without forfeitureforfeiture of the Restricted Shares, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Executive is a party) in the name of Employee the Executive in exchange for the shares upon which forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, certificate evidencing the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeRestricted Shares.

Certificates. A certificate evidencing the Restricted Shares Stock shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have all of the rights of a shareholder of the Company with respect to the Restricted Stock, including, without limitation, voting rights and the right to receive dividends; provided, however, that dividends paid in shares of the Company’s stock shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant subject to the provisions of this AgreementForfeiture Restrictions. The certificate shall bear a legend evidencing the nature Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Restricted SharesStock until the Forfeiture Restrictions have expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Stock. The Company, and in its discretion, may elect to complete the Company may cause delivery of the certificate to Restricted Stock by means of electronic, book-entry statement, instead of issuing physical share certificates. Certificates, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture of such Restricted Stock occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request the lapse of the Committee Forfeiture Restrictions, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Stock, or, as may be the case, it shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized. In any event, the Company, in its delegatediscretion, may elect to deliver the shares in certificate form or electronically to a brokerage account established for the Employee’s benefit at a brokerage financial institution selected by the Company. At the Company’s request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject Stock and the Employee agrees to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, complete and sign any other documents and take additional action that the Company shall cause a new certificate or certificates may request to be issued without legend in enable it to deliver the name of Employee for Restricted Stock on the shares upon which forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeEmployee’s behalf.

Certificates. A certificate evidencing the Restricted Shares ------------ shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions described in Paragraph 2 of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsAward. Upon the lapse of the Forfeiture Restrictions without forfeitureforfeiture and Employee’s delivery to the Company of the Restricted Shares, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to the restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares Stock shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have all of the rights of a shareholder of the Company with respect to the Restricted Stock, including, without limitation, voting rights and the right to receive dividends; provided, however, that dividends paid in shares of the Company's stock shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant subject to the provisions of this AgreementForfeiture Restrictions. The certificate shall bear a legend evidencing the nature Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Restricted SharesStock until the Forfeiture Restrictions have expired and a breach of the terms of this Agreement shall cause a forfeiture of the Restricted Stock. The Company, and in its discretion, may elect to complete the Company may cause delivery of the certificate to Restricted Stock by means of electronic, book-entry statement, instead of issuing physical share certificates. Certificates, if any, shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture of such Restricted Stock occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request the lapse of the Committee Forfeiture Restrictions, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate evidencing the Restricted Stock, or, as may be the case, it shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized. In any event, the Company, in its delegatediscretion, may elect to deliver the shares in certificate form or electronically to a brokerage account established for the Employee's benefit at a brokerage financial institution selected by the Company. At the Company's request, the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject Stock and the Employee agrees to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, complete and sign any other documents and take additional action that the Company shall cause a new certificate or certificates may request to be issued without legend in enable it to deliver the name of Employee for Restricted Stock on the shares upon which forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeEmployee's behalf.

Certificates. A certificate evidencing Any certificates issued in respect of the Restricted Shares shall be issued held by the Company in Employee's name, or at the option of the Company, and any such certificate shall contain a legend substantially in the name following form: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE EMPIRE STATE REALTY TRUST, INC. AND EMPIRE STATE REALTY OP, L.P. 2013 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND EMPIRE STATE REALTY TRUST, INC. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF EMPIRE STATE REALTY TRUST, INC. As soon as practicable following the vesting of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the any Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Sharesgranted herein, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeitureif applicable, the Company shall cause a new certificate or certificates covering such vested Restricted Shares, without the aforesaid legend, to be issued without legend and delivered to Grantee. If any Restricted Shares are held in book-entry form, the name Company may take such steps as it deems necessary or appropriate to record and manifest the restrictions applicable to such Restricted Shares. Notwithstanding the foregoing, any certificates representing vested Restricted Shares delivered to Grantee shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of Employee for the shares Securities Exchange Commission, any stock exchange upon which forfeiture Restrictions lapsed. Notwithstanding such shares are listed, and the Committee may cause a legend or legends to be put on any other provisions of this Agreement, such certificates to make appropriate reference to such restrictions as the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeCommittee deems appropriate.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be entitled subject to receive all the Forfeiture Restrictions and provided further that dividends as hereinabove stated unless and that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Restricted Shares are forfeited pursuant to Forfeiture Restrictions have expired and a breach of the provisions terms of this AgreementAgreement shall cause a forfeiture of the Restricted Shares. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request On the date of the Committee or its delegatethis Agreement, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which Employee is a party) in the name of Employee in exchange for the shares upon which forfeiture Restrictions lapsedcertificate evidencing the Restricted Shares. Notwithstanding any other provisions of this AgreementHowever, the issuance Company, in its sole discretion, may elect to deliver the certificate either in certificate form or delivery of electronically to a brokerage account established for Employee’s benefit at a brokerage/financial institution selected by the Company. Employee agrees to complete and sign any documents and take additional action that the Company may request to enable it to deliver the shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeon Employee’s behalf.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's Director’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be entitled subject to receive all dividends as hereinabove stated unless and the Forfeiture Restrictions). Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Restricted Shares are forfeited pursuant to Forfeiture Restrictions have expired and a breach of the provisions terms of this AgreementAgreement shall cause a forfeiture of the Restricted Shares. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request On the date of the Committee or its delegatethis Agreement, Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which Director is a party) in the name of Employee Director in exchange for the shares upon which forfeiture Restrictions lapsedcertificate evidencing the Restricted Shares. Notwithstanding any other provisions of this AgreementHowever, the issuance Company, in its sole discretion, may elect to deliver the certificate either in certificate form or delivery of electronically to a brokerage account established for Director’s benefit at a brokerage/financial institution selected by the Company. Director agrees to complete and sign any documents and take additional action that the Company may request to enable it to deliver the shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeon Director’s behalf.

Certificates. A certificate evidencing the Restricted Shares Stock shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive currently all dividends as hereinabove stated unless and until the Restricted Shares Stock are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted SharesStock, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares Stock then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares Stock shall be issued by the Company in Employee's Executive’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee Executive shall have voting rights and shall be entitled to receive currently all dividends as hereinabove stated unless and until the Restricted Shares Stock are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted SharesStock, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of the Committee or its delegateAdministrator, Employee Executive shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares Stock then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee Executive for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be entitled subject to receive all the Forfeiture Restrictions and further provided that dividends as hereinabove stated unless and that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividend for such class of stock is paid to stockholders of such class or, if later, the 15th day of the third month following the date the dividend is paid to stockholders of such class of stock). Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Restricted Shares are forfeited pursuant to Forfeiture Restrictions have expired and a breach of the provisions terms of this AgreementAgreement shall cause a forfeiture of the Restricted Shares. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall agrees to deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which Employee is a party) in the name of Employee in exchange for the shares upon which forfeiture Restrictions lapsedcertificate evidencing the Restricted Shares. Notwithstanding any other provisions of this AgreementHowever, the issuance Company, in its sole discretion, may elect to deliver the certificate either in certificate form or delivery of electronically to a brokerage account established for Employee’s benefit at a brokerage/financial institution selected by the Company. Employee agrees to complete and sign any documents and take additional action that the Company may request to enable it to deliver the shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeon Employee’s behalf.

Certificates. A certificate evidencing the Restricted Shares shall Stock may be issued by the Company Corporation in Employee's Participant’s name, or at the option of the CompanyCorporation, in the name of a nominee of the CompanyCorporation, pursuant to which Employee Participant shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are Stock is otherwise forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted SharesStock, and the Company Corporation may cause the certificate to be delivered upon issuance to the Secretary of the Company Corporation or to such other depository as may be designated by the Company Corporation as a depository for safekeeping until the Vesting Date or a forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon the request of the Committee or its delegateAdministrator, Employee Participant shall deliver to the Company Corporation a stock power, endorsed in blank, relating to unvested Restricted Stock. Additionally, in lieu of issuing a certificate evidencing Restricted Stock, the Corporation may issue such stock by establishing a restricted stock file with its transfer agent evidencing such Restricted Shares then subject Stock prior to the Forfeiture Restrictionslapsing of the applicable restriction. Upon the lapse of the Forfeiture Restrictions without forfeiturea Vesting Date, the Company Corporation shall cause a new certificate or certificates to be issued without legend in the name of Employee Participant for the shares upon which forfeiture Restrictions lapsedRestricted Stock vesting on such date. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Common Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company Corporation shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be entitled subject to receive all dividends as hereinabove stated unless and the Forfeiture Restrictions). Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Restricted Shares are forfeited pursuant to Forfeiture Restrictions have expired and a breach of the provisions terms of this AgreementAgreement shall cause a forfeiture of the Restricted Shares. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request On the date of the Committee or its delegatethis Agreement, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which Employee is a party) in the name of Employee in exchange for the shares upon which forfeiture Restrictions lapsedcertificate evidencing the Restricted Shares. Notwithstanding any other provisions of this AgreementHowever, the issuance Company, in its sole discretion, may elect to deliver the certificate either in certificate form or delivery of electronically to a brokerage account established for Employee’s benefit at a brokerage/financial institution selected by the Company. Employee agrees to complete and sign any documents and take additional action that the Company may request to enable it to deliver the shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeon Employee’s behalf.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsedlapsed to be credited to a book-entry account in Employee's name under the Company's direct registration system, provided that a physical stock certificate representing such shares will be issued upon request by Employee. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the The Restricted Shares shall be issued represented by the Company in Employee's name, a stock certificate or at the option of the Company, book entry transaction registered in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend or a book entry transaction registered in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled such rights to receive all dividends as hereinabove stated unless and until are described in paragraph 2(c), above. As required by the Restricted Shares are forfeited pursuant to Plan, the provisions of this Agreement. The certificate shall bear a legend evidencing the nature reading as follows: “The sale or other transfer of the Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the FBL Financial Group, Inc. 2006 Class A Common Stock Compensation Plan and in a Restricted SharesStock Agreement dated February 19, 2008. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of FBL Financial Group, Inc.” The Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Alternatively, the Company may maintain the shares in an uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed, or at the election of Employee, cause uncertificated shares to be transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing The Trust does not presently intend to issue certificates for shares of beneficial interest. If, however, the Restricted Shares Board authorizes the issuance of certificates representing shares of beneficial interest, such certificates shall be issued signed by the Company in Employee's namePresident, or at the option Chairman of the CompanyBoard or a Vice President and countersigned by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, in and sealed with the name of a nominee seal of the Company, pursuant to which Employee Trust. The signatures may be either manual or facsimile signatures and the seal may be either facsimile or any other form of seal. In no event shall have voting rights and certificates be issued for fractional shares. Such certificates shall be entitled in such form, not inconsistent with law or with the Declaration, as shall be approved by the Board. In case any officer of the Trust who has signed any certificate ceases to receive all dividends be an officer of the Trust, whether because of death, resignation or otherwise, before such certificate is issued, the certificate may nevertheless be issued and delivered by the Trust as hereinabove stated unless and until if the Restricted Shares are forfeited pursuant officer had not ceased to be such officer as of the provisions date of this Agreementits issue. Certificates need not be issued except to Shareholders who request such issuance in writing. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company Board may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause direct a new certificate or certificates to be issued without legend in place of any certificate or certificates theretofore issued by the name Trust alleged to have been lost, stolen or destroyed, upon the making of Employee for an affidavit of that fact by the shares upon which forfeiture Restrictions lapsedperson claiming the certificate to be lost, stolen or destroyed. Notwithstanding any other provisions When authorizing such issue of this Agreementa new certificate or certificates, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period Board may, in its discretion and as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable a condition precedent to the issuance or delivery thereof, require the owner of such shares. The Company lost, stolen or destroyed certificate or certificates or such owner's legal representative, to advertise the same in such manner as it shall not require and/or to give the Trust a bond in such sum as it may direct as indemnity against any claim that may be obligated made against the Trust with respect to issue the certificate alleged to have been lost, stolen or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangedestroyed.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan Agreement and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall Stock may be issued by the Company Corporation in Employee's Participant’s name, or at the option of the CompanyCorporation, in the name of a nominee of the CompanyCorporation, pursuant to which Employee Participant shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are Stock is otherwise forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted SharesStock, and the Company Corporation may cause the certificate to be delivered upon issuance to the Secretary of the Company Corporation or to such other depository as may be designated by the Company Corporation as a depository for safekeeping until the Vesting Date or a forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon the request of the Committee or its delegateAdministrator, Employee Participant shall deliver to the Company Corporation a stock power, endorsed in blank, relating to the unvested Restricted Shares then subject Stock. Additionally, in lieu of issuing a certificate evidencing the Restricted Stock, the Corporation may issue such stock by establishing a restricted stock file with its transfer agent evidencing such Restricted Stock prior to the Forfeiture Restrictionslapsing of the applicable restriction. Upon the lapse of the Forfeiture Restrictions without forfeiturea Vesting Date, the Company Corporation shall cause a new certificate or certificates to be issued without legend in the name of Employee Participant for the shares upon which forfeiture Restrictions lapsedvested Restricted Stock. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Restricted Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company Corporation shall not be obligated to issue or deliver any shares of Restricted Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in Employee's Holder’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee Holder shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The Each certificate shall bear the following legend: The shares evidenced by this certificate have been issued pursuant to an agreement effective , a legend evidencing copy of which may be obtained by contacting the nature Company’s Secretary, between the Company and the registered holder of the Restricted Sharesshares and are subject to forfeiture to the Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the shares of stock evidenced by this certificate is prohibited under the terms and conditions of such agreement, and the such shares may not be sold, assigned, pledged or otherwise transferred except as provided in such agreement. The Company may cause the certificate or certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of the Committee or its delegateCommittee, Employee Holder shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Holder a new certificate or certificates to be issued without legend in evidencing the name of Employee for the shares upon vested Restricted Shares with respect to which forfeiture Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under of any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. Employee shall not be entitled to receive dividends with respect to the Restricted shares. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's the Director’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee the Director shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be entitled subject to receive all dividends as hereinabove stated unless and the Forfeiture Restrictions). The Director may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Restricted Shares are forfeited pursuant Forfeiture Restrictions with respect to such shares have expired, and a breach of the provisions terms of this AgreementAgreement shall cause a forfeiture of all then remaining Restricted Shares. The certificate shall bear a legend evidencing contain an appropriate endorsement reflecting the nature of the Restricted Shares, and the Company may cause the Forfeiture Restrictions. The certificate to shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request On the date of this Agreement, the Committee or its delegateDirector shall, Employee shall if required by the Committee, deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse of the Forfeiture Restrictions without forfeitureforfeiture of the Restricted Shares, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Director is a party) in the name of Employee the Director in exchange for the shares upon which forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, certificate evidencing the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeRestricted Shares.

Certificates. A certificate Notwithstanding anything herein to the contrary, the Company may, in its discretion, reflect ownership of the Shares through the issuance of stock certificates, or in book-entry form, without stock certificates, on its books and records. If the Company elects to issue certificates, one or more certificates evidencing the Restricted Shares shall be issued by the Company in Employee's Executive’s name, or at the option of the Company’s option, in the name of a nominee of the Company’s nominee, pursuant to which Employee Executive shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreementrights. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to or certificates to, upon issuance, be delivered upon issuance to the Secretary an officer of the Company or to such other depository as may be designated by the Company as depository for safekeeping until the forfeiture thereof occurs or the Forfeiture Restrictions applicable thereto lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of the Committee Company or its delegatedesignee, Employee Executive shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon Subject to the Company’s rights under this Section 4 and the other provisions of this Agreement, upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Executive a new certificate or certificates evidencing the vested Restricted Shares with respect to be issued without legend in the name of Employee for the shares upon which forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Restrictions. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under of any law or regulation applicable to the issuance or delivery of such sharesStock. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled such rights to receive all dividends as hereinabove stated unless and until are described in paragraph 2(c), above. As required by the Restricted Shares are forfeited pursuant to Plan, the provisions of this Agreement. The certificate shall bear a legend evidencing the nature reading as follows: “The sale or other transfer of the Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the FBL Financial Group, Inc. 2006 Class A Common Stock Compensation Plan and in a Restricted SharesStock Agreement dated March 5, 2010. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of FBL Financial Group, Inc.” The Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Alternatively, the Company may maintain the shares in an uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed, or at the election of Employee, cause uncertificated shares to be transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more share certificates evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, Corporation in the name of a nominee of the Company, pursuant to which Corporation. The Employee shall not have voting rights and shall not be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited Restrictions expire pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company Corporation may cause the certificate to be delivered upon issuance to the Secretary of the Company Corporation or to such other depository as may be designated by the Company Corporation as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse expire pursuant to the terms of the Plan and this award. Upon At the time of award and upon request of the Committee or its delegateCorporation, the Employee shall deliver to the Company Corporation a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse Within 30 days of the Forfeiture expiration of all the Restrictions without forfeiture, and upon satisfaction of all other terms and conditions set forth in this Agreement, the Company Corporation shall cause a new certificate or certificates to be issued without legend in the name of the Employee for the shares upon with respect to which forfeiture the Restrictions lapsedexpired, together with an amount of cash (without interest) equal to the dividends that have been paid, if any, on such shares with respect to record dates occurring on or after the date of this award. Notwithstanding the forgoing, the Restricted Shares may be evidenced by uncertificated shares or otherwise in book entry form in which case the Employee shall receive a statement of holdings evidencing ownership of the Restricted Shares. In addition, notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company Corporation shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be entitled subject to receive all dividends as hereinabove stated unless and the Forfeiture Restrictions). Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Restricted Shares are forfeited pursuant to Forfeiture Restrictions have expired and a breach of the provisions terms of this AgreementAgreement shall cause a forfeiture of the Restricted Shares. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall agrees to deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which Employee is a party) in the name of Employee in exchange for the shares upon which forfeiture Restrictions lapsedcertificate evidencing the Restricted Shares. Notwithstanding any other provisions of this AgreementHowever, the issuance Company, in its sole discretion, may elect to deliver the certificate either in certificate form or delivery of electronically to a brokerage account established for Employee’s benefit at a brokerage/financial institution selected by the Company. Employee agrees to complete and sign any documents and take additional action that the Company may request to enable it to deliver the shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeon Employee’s behalf.

Certificates. A certificate evidencing the The Restricted Shares shall be issued represented by the Company in Employee's name, a stock certificate or at the option of the Company, book entry transaction registered in the name of a nominee of the Company, pursuant to which . Employee shall have voting rights and shall be entitled to receive all dividends dividends, as hereinabove stated well as dividend equivalents (paid when Restricted Shares are authorized prior to the dividend payment date but issued after the record date), unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend or a book entry transaction registered in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless distributions on such Shares free and until the Restricted Shares are forfeited pursuant to the provisions clear of this Agreementany Forfeiture Restrictions. The certificate shall bear the following legend: The Shares evidenced by this certificate have been issued pursuant to an agreement made as of , a legend evidencing copy of which is attached hereto and incorporated herein, between the nature Company and the registered holder of the Restricted Shares, and are subject to forfeiture to the Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the Shares evidenced by this certificate is prohibited under the terms and conditions of such agreement, and such Shares may cause not be sold, assigned, pledged or otherwise transferred except as provided in such agreement. The Company shall retain the certificate to be delivered upon issuance to the Secretary of the Company or to for such other depository as may be designated by the Company as depository for safekeeping Restricted Shares until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of the Committee or its delegateCompany, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued for the remaining Shares, without legend legend, in the name of Employee in exchange for the shares upon which forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, certificate evidencing the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such sharesRestricted Shares. The Company shall not be obligated to issue or deliver any shares certificates for Shares until such Shares have been listed (or authorized for listing upon official notice of Stock if issuance) upon each stock exchange upon which outstanding Shares of such class at the issuance time are listed nor until there has been compliance with such laws or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeregulations as the Company may deem applicable.

Certificates. A certificate evidencing the Restricted Shares shall Stock may be issued by the Company Corporation in Employee's Participant’s name, or at the option of the CompanyCorporation, in the name of a nominee of the CompanyCorporation, pursuant to which Employee Participant shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are Stock is otherwise forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted SharesStock, and the Company Corporation may cause the certificate to be delivered upon issuance to the Secretary of the Company Corporation or to such other depository as may be designated by the Company Corporation as a depository for safekeeping until the Vesting Date or a forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon the request of the Committee or its delegateAdministrator, Employee Participant shall deliver to the Company Corporation a stock power, endorsed in blank, relating to the unvested Restricted Shares then subject to Stock. Additionally, in lieu of issuing a certificate evidencing the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeitureRestricted Stock, the Company may issue such stock by establishing a restricted stock file with its transfer agent evidencing such Restricted Stock prior to the lapsing of the applicable restriction. Upon a Vesting Date, the Corporation shall cause a new certificate or certificates to be issued without legend in the name of Employee Participant for the shares upon which forfeiture Restrictions lapsedvested Restricted Stock. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Restricted Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company Corporation shall not be obligated to issue or deliver any shares of Restricted Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee's name, or at pursuant to which the option Employee shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company's stock shall be subject to the Forfeiture Restrictions). The Employee may not sell, in the name of a nominee transfer, pledge, exchange, hypothecate or otherwise dispose of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and stock until the Restricted Shares are forfeited pursuant to Forfeiture Restrictions have expired and a breach of the provisions terms of this AgreementAgreement shall cause a forfeiture of the Restricted Shares. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Board of Directors of the Committee or an authorized committee thereof (the "Board") as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to lapse. On the terms date of this Agreement, the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the shares upon which forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, certificate evidencing the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeRestricted Shares.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled such rights to receive all dividends as hereinabove stated unless and until are described in paragraph 2(c), above. As required by the Restricted Shares are forfeited pursuant to Plan, the provisions of this Agreement. The certificate shall bear a legend evidencing the nature reading as follows: “The sale or other transfer of the Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the FBL Financial Group, Inc. 2006 Class A Common Stock Compensation Plan and in a Restricted SharesStock Agreement dated February 16, 2010. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of FBL Financial Group, Inc.” The Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Alternatively, the Company may maintain the shares in an uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed, or at the election of Employee, cause uncertificated shares to be transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee's name, or at pursuant to which the option Employee shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company's stock shall be subject to the Forfeiture Restrictions). The Employee may not sell, in the name of a nominee transfer, pledge, exchange, hypothecate or otherwise dispose of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and stock until the Restricted Shares are forfeited pursuant to Forfeiture Restrictions have expired and a breach of the provisions terms of this AgreementAgreement shall cause a forfeiture of the Restricted Shares. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Board of Directors of the Company or an authorized committee thereof (the "Board") as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to lapse. On the terms date of this Agreement, the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the shares upon which forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, certificate evidencing the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeRestricted Shares.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled such rights to receive all dividends as hereinabove stated unless and until are described in paragraph 2(c), above. As required by the Restricted Shares are forfeited pursuant to Plan, the provisions of this Agreement. The certificate shall bear a legend evidencing the nature reading as follows: “The sale or other transfer of the Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the FBL Financial Group, Inc. 2006 Class A Common Stock Compensation Plan and in a Restricted SharesStock Agreement dated March 4, 2009. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of FBL Financial Group, Inc.” The Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Alternatively, the Company may maintain the shares in an uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed, or at the election of Employee, cause uncertificated shares to be transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more share certificates evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, Corporation in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this AgreementCorporation. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company Corporation may cause the certificate to be delivered upon issuance to the Secretary of the Company Corporation or to such other depository as may be designated by the Company Corporation as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon At the time of award and upon request of the Committee or its delegateCorporation, Employee the Participant shall deliver to the Company Corporation a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse Within 30 days of the Forfeiture Restrictions without forfeiturevesting of all or part of the Restricted Shares, and upon satisfaction of all other terms and conditions set forth in this Agreement, the Company Corporation shall cause a new certificate or certificates to be issued without legend in the name of Employee the Participant for the shares upon which forfeiture Restrictions lapsedthat have vested, together with an amount of cash (without interest) equal to the dividends that have been paid, if any, on such shares with respect to record dates occurring on or after the Grant Date. Notwithstanding the foregoing, the Restricted Shares may be evidenced by uncertificated shares or otherwise in book entry form in which case the Participant shall receive a statement of holdings evidencing ownership of the Restricted Shares. In addition, notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock stock (whether subject to restrictions vested or unrestrictedunvested) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company Corporation shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegateCommittee, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled such rights to receive all dividends as hereinabove stated unless and until are described in paragraph 2(c), above. As required by the Restricted Shares are forfeited pursuant to Plan, the provisions of this Agreement. The certificate shall bear a legend evidencing the nature reading as follows: “The sale or other transfer of the Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the FBL Financial Group, Inc. 2006 Class A Common Stock Compensation Plan and in a Restricted SharesStock Agreement dated April 29, 2009. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of FBL Financial Group, Inc.” The Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Alternatively, the Company may maintain the shares in an uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed, or at the election of Employee, cause uncertificated shares to be transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled such rights to receive all dividends as hereinabove stated unless and until are described in paragraph 2(c), above. As required by the Restricted Shares are forfeited pursuant to Plan, the provisions of this Agreement. The certificate shall bear a legend evidencing the nature reading as follows: “The sale or other transfer of the Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the FBL Financial Group, Inc. 2006 Class A Common Stock Compensation Plan and in a Bonus Restricted SharesStock Agreement dated February 17, 2010. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of FBL Financial Group, Inc.” The Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Alternatively, the Company may maintain the shares in an uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed, or at the election of Employee, cause uncertificated shares to be transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The Each certificate shall bear the following legend. The shares evidenced by this certificate have been issued pursuant to an agreement effective _______________ a legend evidencing copy of which may be obtained by contacting the nature Company’s Secretary, between the Company and the registered holder of the Restricted Sharesshares and are subject to forfeiture to the Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the shares of stock evidenced by this certificate is prohibited under the terms and conditions of such agreement, and the such shares may not be sold, assigned, pledged or otherwise transferred except as provided in such agreement. The Company may cause the certificate or certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegateCommittee, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee in exchange for the shares upon which forfeiture Restrictions lapsedcertificate evidencing the Restricted Shares. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under of any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The As required by the Plan, the certificate shall bear a legend evidencing the nature reading as follows: “The sale or other transfer of the Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the FBL Financial Group, Inc. 1996 Class A Common Stock Compensation Plan and in a Restricted SharesStock Agreement dated January 17, 2005. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of FBL Financial Group, Inc.” The Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's Non-Employee Director’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which . Non-Employee Director shall have voting rights and shall be entitled to receive all dividends dividends, as hereinabove stated well as dividend equivalents (paid when Restricted Shares are authorized prior to the dividend payment date but issued after the record date), unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee Board or its delegate, Non-Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Non-Employee Director for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock Restricted Shares (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national governmental authority or securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock Restricted Shares if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more share certificates evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, Corporation in the name of a nominee of the Company, pursuant to which Corporation. The Employee shall not have voting rights and shall not be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited Restrictions expire pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company Corporation may cause the certificate to be delivered upon issuance to the Secretary of the Company Corporation or to such other depository as may be designated by the Company Corporation as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse expire pursuant to the terms of the Plan and this award. Upon At the time of award and upon request of the Committee or its delegateCorporation, Employee shall deliver to the Company Corporation a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse Within 30 days of the Forfeiture expiration of the Restrictions without forfeiture, the Company Corporation shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture the Restrictions lapsedexpired, together with an amount of cash (without interest) equal to the dividends that have been paid on such shares with respect to record dates occurring on or after the date of this award. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company Corporation shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's Director’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee Director shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of Common Stock shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant subject to the provisions of this AgreementForfeiture Restrictions). The certificate shall bear the following legend: The shares evidenced by this certificate have been issued pursuant to an agreement made as of October ___, 2005, a legend evidencing copy of which is attached hereto and incorporated herein, between the nature Company and the registered holder of the Restricted Sharesshares. The shares are subject to forfeiture to the Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the shares evidenced by this certificate is prohibited under the terms and conditions of such agreement, and the Company such shares may cause the not be sold, assigned, pledged or otherwise transferred except as provided in such agreement. The certificate to shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping (the “Depository”) until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon request On the Date of the Committee or its delegateGrant, Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee Director for the shares upon which forfeiture Restrictions lapsedRestricted Shares issued to, without the second sentence in the legend above as to all of such Restricted Shares and without the third sentence in the legend above as to thirty-five percent (35%) of the Restricted Shares (rounded down to the next whole share), in exchange for the certificate evidencing the Forfeiture Restrictions. Notwithstanding Upon the lapse of the Transfer Restriction, the Company shall cause a new certificate to be issued for the certificate representing sixty-five percent (65%) of the Restricted Shares (rounded up to the next whole share) without the legend above (except for any legend required pursuant to applicable securities laws, the Stockholders Agreement (as defined below) or any other provisions agreement to which Director is a party) in the name of this Agreement, Director in exchange for the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to certificate evidencing the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeTransfer Restriction.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless distributions on such Shares free and until the Restricted Shares are forfeited pursuant to the provisions clear of this Agreementany Forfeiture Restrictions. The certificate shall bear the following legend: The Shares evidenced by this certificate have been issued pursuant to an agreement, made as of _____, a legend evidencing copy of which is attached hereto and incorporated herein, between the nature Company and the registered holder of the Restricted Shares, and are subject to forfeiture to the Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the Shares evidenced by this certificate is prohibited under the terms and conditions of such agreement, and such Shares may cause not be sold, assigned, pledged or otherwise transferred except as provided in such agreement. The Company shall retain the certificate to be delivered upon issuance to the Secretary of the Company or to for such other depository as may be designated by the Company as depository for safekeeping Restricted Shares until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of the Committee or its delegateCompany, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued for the remaining Shares, without legend legend, in the name of Employee in exchange for the shares upon which forfeiture Restrictions lapsed. Notwithstanding certificate evidencing the Restricted Shares provided; that the Company may cause any other provisions of this Agreementsuch Shares without legend to be uncertificated Shares; provided, that the issuance or delivery of any shares of Stock (whether subject Company may cause such Shares without legend to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such sharesuncertificated. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority certificates for Shares or any national securities exchangeevidence of the ownership of uncertificated Shares until such Shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the time are listed nor until there has been compliance with such laws or regulations as the Company may deem applicable.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The As required by the Plan, the certificate shall bear a legend evidencing the nature reading as follows: “The sale or other transfer of the Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the FBL Financial Group, Inc. 1996 Class A Common Stock Compensation Plan and in a Restricted SharesStock Agreement dated January 15, 2004. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of FBL Financial Group, Inc.” The Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall Stock may be issued by the Company Corporation in Employee's Participant’s name, or at the option of the CompanyCorporation, in the name of a nominee of the CompanyCorporation, pursuant to which Employee Participant shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are Stock is otherwise forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted SharesStock, and the Company Corporation may cause the certificate to be delivered upon issuance to the Secretary of the Company Corporation or to such other depository as may be designated by the Company Corporation as a depository for safekeeping until the Vesting Date or a forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon the request of the Committee or its delegateAdministrator, Employee Participant shall deliver to the Company Corporation a stock power, endorsed in blank, relating to the unvested Restricted Shares then subject Stock. Additionally, in lieu of issuing a certificate evidencing the Restricted Stock, the Corporation may issue such stock by establishing a record stock file with its transfer agent evidencing such Restricted Stock prior to the Forfeiture Restrictionslapsing of the applicable restriction. Upon the lapse of the Forfeiture Restrictions without forfeitureVesting Date, the Company shall Corporation may cause a new certificate or certificates to be issued without legend in the name of Employee Participant for the shares upon which forfeiture Restrictions lapsedvested Restricted Stock. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Restricted Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company Corporation shall not be = "FIRST PAGE ONLY" 2 = "1" , = "1" ) = 1 obligated to issue or deliver any shares of Restricted Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall Stock may be issued by the Company Corporation in Employee's Participant’s name, or at the option of the CompanyCorporation, in the name of a nominee of the CompanyCorporation, pursuant to which Employee Participant shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are Stock is otherwise forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted SharesStock, and the Company Corporation may cause the certificate to be delivered upon issuance to the Secretary of the Company Corporation or to such other depository as may be designated by the Company Corporation as a depository for safekeeping until the Vesting Date or a forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon the request of the Committee or its delegateAdministrator, Employee Participant shall deliver to the Company Corporation a stock power, endorsed in blank, relating to the unvested Restricted Shares then subject Stock. Additionally, in lieu of issuing a certificate evidencing the Restricted Stock, the Corporation may issue such stock by establishing a record stock file with its transfer agent evidencing such Restricted Stock prior to the Forfeiture Restrictionslapsing of the applicable restriction. Upon the lapse of the Forfeiture Restrictions without forfeitureVesting Date, the Company shall Corporation may cause a new certificate or certificates to be issued without legend in the name of Employee Participant for the shares upon which forfeiture Restrictions lapsedvested Restricted Stock. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Restricted Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company Corporation shall not be obligated to issue or deliver any shares of Restricted Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more share certificates evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, Corporation in the name of a nominee of the Company, pursuant to which Corporation. The Employee shall not have voting rights and shall not be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited vest pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company Corporation may cause the certificate to be delivered upon issuance to the Secretary of the Company Corporation or to such other depository as may be designated by the Company Corporation as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon At the time of award and upon request of the Committee or its delegateCorporation, the Employee shall deliver to the Company Corporation a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse Within 30 days of the Forfeiture Restrictions without forfeiturevesting of all or part of the Restricted Shares, and upon satisfaction of all other terms and conditions set forth in this Agreement, the Company Corporation shall cause a new certificate or certificates to be issued without legend in the name of the Employee for the shares upon which forfeiture Restrictions lapsedthat have vested, together with an amount of cash (without interest) equal to the dividends that have been paid, if any, on such shares with respect to record dates occurring on or after the date of this award. Notwithstanding the foregoing, the Restricted Shares may be evidenced by uncertificated shares or otherwise in book entry form in which case the Employee shall receive a statement of holdings evidencing ownership of the Restricted Shares. In addition, notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock stock (whether subject to restrictions vested or unrestrictedunvested) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company Corporation shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The Each certificate shall bear the following legend: The shares evidenced by this certificate have been issued pursuant to an agreement effective , a legend evidencing copy of which may be obtained by contacting the nature Company’s Secretary, between the Company and the registered holder of the Restricted Sharesshares and are subject to forfeiture to the Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the shares of stock evidenced by this certificate is prohibited under the terms and conditions of such agreement, and the such shares may not be sold, assigned, pledged or otherwise transferred except as provided in such agreement. The Company may cause the certificate or certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of the Committee or its delegateCommittee, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Employee a new certificate or certificates to be issued without legend in evidencing the name of Employee for the shares upon vested Restricted Shares with respect to which forfeiture Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under of any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and and, following the lapse of forfeiture restrictions, shall be entitled to receive all dividends as hereinabove stated unless and until dividends. All voting rights shall terminate when the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The As required by the Plan, the certificate shall bear a legend evidencing the nature reading as follows: “The sale or other transfer of the Shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the FBL Financial Group, Inc. 1996 Class A Common Stock Compensation Plan and in a Restricted SharesStock Agreement dated January 16, 2006. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of FBL Financial Group, Inc.” The Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without a legend regarding the Forfeiture Restrictions in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Common Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more share certificates evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, Corporation in the name of a nominee of the Company, pursuant to which Employee Corporation. The Recipient shall not have voting rights and shall not be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited Restrictions expire pursuant to the provisions of this Agreement. The Each certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company Corporation may cause the certificate to be delivered upon issuance to the Secretary of the Company Corporation or to such other depository as may be designated by the Company Corporation as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse expire pursuant to the terms of the Plan and this award. Upon At the time of award and upon request of the Committee or its delegateCorporation, Employee the Recipient shall deliver to the Company Corporation a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse Within 30 days of the Forfeiture expiration of all the Restrictions without forfeiture, and upon satisfaction of all other terms and conditions set forth in this Agreement, the Company Corporation shall cause a new certificate or certificates to be issued without legend in the name of Employee the Recipient for the shares upon with respect to which forfeiture the Restrictions lapsedexpired, together with an amount of cash (without interest) equal to the dividends that have been paid, if any, on such shares with respect to record dates occurring on or after the date of this award. Notwithstanding the forgoing, the Restricted Shares may be evidenced by uncertificated shares or otherwise in book entry form in which case the Recipient shall receive a statement of holdings evidencing ownership of the Restricted Shares. In addition, notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company Corporation shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The Each certificate shall bear the following legend: The shares evidenced by this certificate have been issued pursuant to an agreement effective July 16, 2003, a legend evidencing copy of which may be obtained by contacting the nature Company's Secretary, between the Company and the registered holder of the Restricted Sharesshares and are subject to forfeiture to the Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the shares of stock evidenced by this certificate is prohibited under the terms and conditions of such agreement, and the such shares may not be sold, assigned, pledged or otherwise transferred except as provided in such agreement. The Company may cause the certificate or certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of the Committee or its delegateCommittee, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Employee a new certificate or certificates to be issued without legend in evidencing the name of Employee for the shares upon vested Restricted Shares with respect to which forfeiture Forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under of any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate Notwithstanding anything herein to the contrary, the Company may, in its discretion, reflect ownership of the Shares through the issuance of stock certificates, or in book-entry form, without stock certificates, on its books and records. If the Company elects to issue certificates, one or more certificates evidencing the Restricted Shares shall be issued by the Company in Employee's Executive’s name, or at the option of the Company’s option, in the name of a nominee of the Company’s nominee, pursuant to which Employee Executive shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreementrights. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to or certificates to, upon issuance, be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as depository for safekeeping until the forfeiture thereof occurs or the Forfeiture Restrictions applicable thereto lapse pursuant to the terms of the Plan and this awardAgreement. Upon In request of the Committee Company or its delegatedesignee, Employee Executive shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon Subject to the Company’s rights under this Subsection (4) and the other provisions of this Agreement, upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause deliver to Executive a new certificate or certificates evidencing the vested Restricted Shares with respect to be issued without legend in the name of Employee for the shares upon which forfeiture Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Restrictions. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under of any law or regulation applicable to the issuance or delivery of such sharesStock. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless distributions on such Shares free and until the Restricted Shares are forfeited pursuant to the provisions clear of this Agreementany Forfeiture Restrictions. The certificate shall bear the following legend: The Shares evidenced by this certificate have been issued pursuant to an agreement, made as of , a legend evidencing copy of which is attached hereto and incorporated herein, between the nature Company and the registered holder of the Restricted Shares, and are subject to forfeiture to the Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the Shares evidenced by this certificate is prohibited under the terms and conditions of such agreement, and such Shares may cause not be sold, assigned, pledged or otherwise transferred except as provided in such agreement. The Company shall retain the certificate to be delivered upon issuance to the Secretary of the Company or to for such other depository as may be designated by the Company as depository for safekeeping Restricted Shares until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of the Committee or its delegateCompany, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued for the remaining Shares, without legend legend, in the name of Employee in exchange for the shares upon which forfeiture Restrictions lapsedcertificate evidencing the Restricted Shares. Notwithstanding any other provisions of this Agreementthe foregoing, the issuance or delivery of Company may cause any shares of Stock (whether subject Shares granted hereunder, to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such sharesuncertificated. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority certificates for Shares or any national securities exchangeevidence of the ownership of uncertificated Shares until such Shares have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which outstanding Shares of such class at the time are listed nor until there has been compliance with such laws or regulations as the Company may deem applicable.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's ’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall not have voting rights and shall not be entitled to receive all dividends. Employee shall not have any voting rights and shall not be entitled to receive any dividends as hereinabove stated paid by the Company with respect to the Restricted Shares unless and until they are designated as Issued Restricted Shares (as defined in Exhibit A); provided that, Employee shall forfeit such rights at such time, if at all, as the Issued Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without a legend regarding the Forfeiture Restrictions in the name of Employee for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Common Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's the Grantee’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee the Grantee shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive, when paid, cash dividends (provided, however, that all dividends paid in shares of the Company’s stock and distributions other than cash dividends shall be entitled subject to receive all dividends as hereinabove stated unless and until the Forfeiture Restrictions applicable to the Restricted Shares with respect to which such dividends or other distributions were paid and shall be held by the Company until such Restricted Shares are forfeited pursuant vested or forfeited). The Grantee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions with respect to such shares have expired, and a breach of the provisions terms of this AgreementAgreement shall cause a forfeiture of all then remaining Restricted Shares. The certificate shall bear a legend evidencing contain an appropriate endorsement reflecting the nature of the Restricted Shares, and the Company may cause the Forfeiture Restrictions. The certificate to shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request On the date of this Agreement, the Committee or its delegateGrantee shall, Employee shall if required by the Committee, deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsShares. Upon the lapse of the Forfeiture Restrictions without forfeitureforfeiture of the Restricted Shares, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Grantee is a party) in the name of Employee the Grantee in exchange for the shares upon which forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, certificate evidencing the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchangeRestricted Shares.

Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Employee's Non-Employee Director’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Non-Employee Director shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee Board or its delegate, Non-Employee Director shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Non-Employee Director for the shares upon which forfeiture Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock Restricted Shares (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national governmental authority or securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock Restricted Shares if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate One or more certificates evidencing the Restricted Shares shall be issued by the Company in Employee's name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreement. The Each certificate shall bear the following legend: The shares evidenced by this certificate have been issued pursuant to an agreement dated August 19, 1996, a legend evidencing copy of which is attached hereto and incorporated herein, between the nature Company and the registered holder of the Restricted Sharesshares, and are subject to forfeiture to the Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of the shares of stock evidenced by this certificate is prohibited under the terms and conditions of such agreement, and such shares may not be sold, assigned, pledged or otherwise transferred except as provided in such agreement. The Company may cause the certificate or certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company Committee as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. Upon request of the Committee or its delegateCommittee, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend in the name of Employee in exchange for the shares upon which forfeiture Restrictions lapsedcertificate evidencing the Restricted Shares. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. A certificate Notwithstanding anything herein to the contrary, the Company may, in its discretion, reflect ownership of the Shares through the issuance of stock certificates, or in book-entry form, without stock certificates, on its books and records. If the Company elects to issue certificates, one or more certificates evidencing the Restricted Shares shall be issued by the Company in Employee's Executive’s name, or at the option of the Company’s option, in the name of a nominee of the Company’s nominee, pursuant to which Employee Executive shall have voting rights and shall be entitled to receive all dividends as hereinabove stated unless and until the Restricted Shares are forfeited pursuant to the provisions of this Agreementrights. The certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to or certificates to, upon issuance, be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as depository for safekeeping until the forfeiture thereof occurs or the Forfeiture Restrictions Restriction applicable thereto lapse pursuant to the terms of the Plan and this awardAgreement. Upon request of the Committee Company or its delegatedesignee, Employee Executive shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture RestrictionsRestriction. Upon Subject to the Company’s rights under this Section 4 and the other provisions of this Agreement, upon the lapse of the Forfeiture Restrictions Restriction without forfeiture, the Company shall cause deliver to Executive a new certificate or certificates evidencing the vested Restricted Shares with respect to be issued without legend in the name of Employee for the shares upon which forfeiture Restrictions Forfeiture Restriction have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restriction. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions Forfeiture Restriction or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under of any law or regulation applicable to the issuance or delivery of such sharesStock. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.