Exhibit 2.1.1(a)
ARTICLES OF AMENDMENT

CERTIFICATE OF DESIGNATIONS
SERIES C VOTING PREFERRED STOCK
OF
FBL FINANCIAL GROUP, INC.

Pursuant to Section 490.602 of the Iowa Business Corporation Act,
FBL Financial Group, Inc., an Iowa Corporation (the "Company"),
DOES HEREBY CERTIFY:

That pursuant to the authority conferred upon the Board of
Directors of the Company by the Restated Articles of
Incorporation of the Company, the Board of Directors of the
Company on December 28, 2000, duly adopted the following
resolution creating a series of Preferred Stock designated as
Series C Voting Preferred Stock, and such resolution has not been
modified and is in full force and effect on the date hereof:

RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Company in accordance with the provisions of its
Restated Articles of Incorporation, a series of Preferred Stock
of the Company, be and hereby is, authorized to be issued,
subject to the definitions set forth in Section 10 below, with
voting powers, designations, preferences, conversion, and other
special rights, qualifications, limitations and restrictions as
follows:

1. Designation and Number.

	The shares of this series of Preferred Stock shall be
designated as Series C Voting Preferred Stock with a par value of
$26.8404 per share (the "Series C Preferred Stock") and the
number of shares constituting the Series C Preferred Stock shall
be three million seven hundred fifty-two thousand one hundred
(3,752,100), which number may be decreased (but not increased) by
the Board of Directors without a vote of stockholders; provided,
however, that such number may not be decreased below the number
of then outstanding shares of Series C Preferred Stock.

2. Dividends and Distributions.

(a) The holders of shares of Series C Preferred Stock
shall be entitled to receive dividends ("Series C
Dividends") if, when, and in the same form and amount per
share as dividends declared on the Class A Common Stock.
The Series C Dividends shall only be payable when, as and
if declared by the Board of Directors of the Company out of
funds legally available therefor to holders of record at
the start of business on any date on which Series C
Dividends are declared, regardless of any conversion or
redemption of shares of Series C Preferred Stock after the
date any Series C Dividend is declared.  Notwithstanding
anything to the contrary in this Certificate or set forth
elsewhere in the Articles or Bylaws of the Company, no
Series C Dividend shall be preferred in any way to any
dividend on Class A Common Stock.  The Series C Preferred
Stock shall be entitled to participate in all extraordinary
dividends paid or payable to holders of Class A Common
Stock.

(b) So long as any Series C Preferred Stock shall be
outstanding, no dividend shall be declared or paid or set
apart for payment on any class of common stock,  unless
there shall also be or have been declared or paid or set
apart for payment an identical dividend per share on the
Class A Common Stock.

(c) Notwithstanding anything contained in this Certificate
of Designations to the contrary, the holders of a majority
of the outstanding shares of Series C Preferred Stock may
waive the right of the holders of all of the Series C
Preferred Stock to receive any extraordinary dividend
otherwise payable on the Series C Preferred Stock pursuant
to the provisions of this Section 2.

3. Voting Rights.  The holders of the shares of Series C
Preferred Stock shall have the following voting rights:

(a) The holders of Series C Preferred Stock shall be
entitled to vote on all matters submitted to a vote of the
holders of Class A Common Stock of the Company, voting
together with the holders of Class A Common Stock as one
class.  Each share of the Series C Preferred Stock shall be
entitled to one vote, adjusted as provided in Section 6
hereof.

(b) Except as otherwise required by the Iowa Business
Corporation Act or set forth herein, holders of Series C
Preferred Stock shall have no special voting rights as a
separate voting group and their consent shall not be
required (except to the extent they are entitled to vote
with holders of Class A Common Stock as set forth herein)
for the taking of any corporate action; provided, however,
that the vote of at least a majority of the outstanding
shares of Series C Preferred Stock, voting as a separate
voting group, shall be necessary to adopt any alteration,
amendment or repeal of any provision of the Restated
Articles of Incorporation of the Company, as amended, or
this certificate (including any such alteration, amendment
or repeal effected by any merger or consolidation in which
the Company is the surviving or resulting Person) if such
amendment, alteration or repeal would alter or change the
powers, preferences or special rights of the shares of
Series C Preferred Stock so as to affect them adversely.

4. Liquidation, Dissolution or Winding-up.

(a) Upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, the holders of
shares of Series C Preferred Stock shall be entitled to
receive out of the assets of the Company which remain after
the debts or obligations of the Company have been paid and
which are available for payment to stockholders and subject
to the rights of the holders of stock of the Company ranking
senior to or on a parity with the Series C Preferred Stock
in respect of distributions upon liquidation, dissolution or
winding-up of the Company, before any amount shall be paid
or distributed among the holders of Common Stock or any
other shares ranking junior to the Series C Preferred Stock
in respect of distributions upon liquidation, dissolution or
winding-up of the Company, liquidating distributions in cash
in the amount of the par value of $26.8404 per share plus
the right to receive, if and when paid to the holders of the
Class A Common Shares, an amount in cash equal to all
declared and unpaid dividends thereon to the date fixed for
distribution.  If upon any liquidation, dissolution or
winding-up of the Company, the amounts payable with respect
to the Series C Preferred Stock and any other stock ranking
as to any such distribution on a parity with the Series C
Preferred Stock are not paid in full, the holders of the
Series C Preferred Stock and such other stock shall share
ratably in any distribution of assets in proportion to the
full respective preferential amounts to which they are
entitled.  After payment of the full amount to which they
are entitled as provided by the foregoing provisions of this
paragraph 4(a), the holders of shares of Series C Preferred
Stock shall not be entitled to any further right or claim to
any of the remaining assets of the Company.

(b) Neither the merger or consolidation of the Company with
or into any other company, nor the merger or consolidation
of any other company with or into the Company, nor the sale,
transfer, exchange or lease of all or any portion of the
assets of the Company, shall be deemed to be a dissolution,
liquidation or winding-up of the affairs of the Company for
purposes of this Section 4, but the holders of Series C
Preferred Stock shall nevertheless be entitled in the event
of any such transaction to the rights provided by Section 5
hereof.

(c) Written notice of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company,
stating the payment date or dates when, and the place or
places where, the amounts distributable to holders of Series
C Preferred Stock in such circumstances shall be payable,
shall be given by first-class mail, postage prepaid, mailed
not less than twenty (20) days prior to any payment date
stated therein, to the holders of shares of Series C
Preferred Stock at the address shown on the books of the
Company or any transfer agent for the Series C Preferred
Stock.

5. Consolidation, Merger, etc.

(a) In the event that the Company shall consummate any
consolidation or merger or similar transaction, however
named, pursuant to which (i) the outstanding shares of Class
A Common Stock are by operation of law exchanged for or
changed, reclassified or converted into stock of any
successor or resulting company (including the Company), and,
if applicable, for a cash payment in lieu of fractional
shares, if any, and (ii) a majority of the board of
directors of the Company ceases to consist of
representatives of members or affiliates of the American
Farm Bureau Federation,  the shares of Series C Preferred
Stock shall, at the option of the holders thereof, either be
redeemed for cash at the Cash Redemption Price or converted
into the number of Class A Common Shares of the Company
equal to the number of votes then possessed by the holder
thereof.

(b) In the event the Company shall enter into any agreement
providing for any transaction described in paragraph (a) of
this Section 5, then the Company shall as soon as
practicable thereafter (and in any event at least ten (10)
Business Days before consummation of such transaction) give
notice of such agreement, the material terms thereof and the
proposed closing date thereof to each holder of Series C
Preferred Stock and each such holder shall have the right to
elect, by written notice to the Company (the "Election
Notice"), to receive, upon consummation of such transaction
(if and when such transaction is consummated), from the
Company or the successor of the Company, in retirement of
such Series C Preferred Stock:  (i) a cash payment equal to
the Cash Redemption Price as defined below, (ii) the number
of shares of Class A Common Stock of the Company described
in the last sentence of paragraph (a) of this Section 5, or
(iii) a combination of (i) and (ii).  No such Election
Notice shall be effective unless given to the Company prior
to the close of business on the fifth Business Day prior to
consummation of such transaction.  Any Election Notice so
given may be withdrawn by written notice given to the
Company prior to the close of business on the fifth Business
Day prior to consummation of such transaction.  If any
holder fails to timely give an Election Notice to the
Company, the holder shall be deemed to have elected to have
such Series C Preferred Stock redeemed for cash at the Cash
Redemption Price.

6. Anti-dilution Adjustments.

(a) In the event the Company shall, at any time or from
time to time while any of the shares of the Series C
Preferred Stock are outstanding:  (i) pay any dividend or
make a distribution in respect of the Class A Common Stock
in shares of Class A Common Stock or in securities
convertible or exchangeable into Class A Common Stock, or
(ii) subdivide the outstanding shares of Class A Common
Stock, or (iii) combine the outstanding shares of Class A
Common Stock into a smaller number of shares, in each case
whether by reclassification of shares or recapitalization of
the Company (including a recapitalization effected by a
merger or consolidation to which Section 5 hereof does not
apply), then the amount of the Series C Dividends under
Section 2 (except in the case of clause (i) above, which
shall not give rise to any adjustment to the Series C
Dividend), the number of votes under Section 3 shall be
adjusted by multiplying such votes, Series C Dividend, or
number of shares of Class A Common Stock by a fraction, the
denominator of which is the number of shares of Class A
Common Stock outstanding immediately before such event and
the numerator of which is the number of shares of Class A
Common Stock outstanding immediately after such event.  An
adjustment made pursuant to this paragraph 6(a) shall be
given effect, upon declaration of such a dividend or
distributions after the record date for the determination of
shareholders entitled to receive such dividend described in
clause (i) above and in the case of a subdivision or
combination shall become effective immediately as of the
effective date thereof.

(b) Whenever an adjustment to the voting rights of the
Series C Preferred Stock, the amount of the Series C
Dividend or the number of shares of Class A Common Stock
issuable upon a conversion is required pursuant to this
Certificate of Designations, the Company shall forthwith
place on file with the transfer agent for the Class A Common
Stock and the Series C Preferred Stock if there be one, and
with the Secretary of the Company, a statement signed by two
officers of the Company stating the voting rights (as
appropriately adjusted), of the Series C Preferred Stock,
the adjustment to the amount of the Series C Dividend and
the number of shares of Class A Common Stock issuable upon a
conversion.  Such statement shall set forth in reasonable
detail such facts as shall be necessary to show the reason
and the manner of computing such adjustments, Promptly after
each such adjustment the Company shall mail a notice thereof
to each holder of shares of the Series C Preferred Stock.

(c) Waiver of Anti-Dilution Obligation.  Notwithstanding
anything contained in this Section 6 to the contrary, the
holders of at least sixty percent (60%) of the outstanding
shares of Series C Preferred Stock may waive the obligation
of the Company with respect to all holders of Series C
Preferred Stock under this Section 6 by giving written
notice to the Company.

7.	Ranking; Retirement of Shares.

(a) The Series C Preferred Stock shall rank senior to the
Class A Common Stock and the Class B Common Stock and shall
rank on a parity with the Series B Preferred Stock as to the
distribution of assets upon liquidation, dissolution and
winding-up of the Company, and shall rank on a parity with
all other series or classes of the Company's Preferred
Stock, as to the distribution of assets upon liquidation,
dissolution or winding-up of the Company (but not as to any
unpaid dividends).  The Company shall not authorize or issue
any equity that ranks senior to the Series C Preferred
Stock.  No provision of this paragraph shall be deemed to
prohibit an affiliate of the Company from issuing trust
preferred securities.

(b) Any shares of Series C Preferred Stock acquired by the
Company by reason of the redemption of such shares as
provided by this Certificate of Designations, or otherwise
so acquired, shall be retired as shares of Series C
Preferred Stock and restored to the status of authorized but
unissued shares of preferred stock of the Company,
undesignated as to series, and may thereafter be reissued as
part of a new series of such preferred stock as permitted by
law.


8. Redemption.

(a) Subject to the provisions of subparagraph (c) of this
Section 8, 49.45764% of the outstanding shares of Series C
Preferred Stock shall be redeemed by the Company for cash in
the amount of its par value of $26.8404 per share  (the
"Cash Redemption Price") payable by wire transfer of
immediately available funds on the first Business Day after
the third annual anniversary date of the issuance of the
Series C Preferred Stock (the "Third Anniversary Date").

(b) Subject to the provisions of subparagraph (c) of this
Section 8, the remaining outstanding shares of Series C
Preferred Stock shall be redeemed by the Company for cash in
the amount of the Cash Redemption Price, payable by wire
transfer of immediately available funds on the first
Business Day after the fifth annual anniversary date of the
issuance of the Series C Preferred Stock (the "Fifth
Anniversary Date").

(c) If the Company, in its sole discretion, determines that
it is unable to pay (which determination may not be
challenged by any holder of the Series C Preferred Stock)
the Cash Redemption Price payable on the first Business Day
after the Third Anniversary Date or the Cash Redemption
Price payable on the Fifth Anniversary Date, the Company
shall, in lieu thereof, issue and deliver to the holders of
the Series C Preferred Stock to be redeemed on such dates,
in complete satisfaction of the requirements to pay such
Cash Redemption Price, shares of its Class A Common Stock.
The number of shares of Class A Common Stock to be issued in
exchange for one share of Series C Preferred Stock shall be
(x) the Cash Redemption Price (y) divided by the Average
Fair Market Value of one share of Class A Common Stock (the
"Stock Redemption Price").

(d) Unless otherwise required by law, notice of redemption
will be sent to the holders of Series C Preferred Stock at
the address shown on the books of the Company or any
transfer agent for the Series C Preferred Stock by first
class mail, postage prepaid, mailed not less than twenty
(20) days nor more than sixty (60) days prior to the Third
Anniversary Date and Fifth Anniversary Date.  Each such
notice shall state:  (i) the redemption date; (ii) the total
number of shares of the Series C Preferred Stock to be
redeemed and, if fewer than all the shares held by such
holder are to be redeemed, the number of such shares to be
redeemed from such holder; (iii) the Cash Redemption Price
or the Stock Redemption Price; and (iv) the place or places
where certificates for such shares are to be surrendered for
payment or exchange.  Upon the date fixed for redemption,
the Company shall either set aside cash funds having a value
equal to the aggregate Cash Redemption Price for the shares
of Series C Preferred Stock to be redeemed or issue shares
of Class A Common Stock in the number required to pay the
Stock Redemption Price.  Payment or exchange of the
Redemption Price shall be made by the Company only upon
surrender of the certificates evidencing the shares of
Series C Preferred Stock so redeemed, properly endorsed or
assigned for transfer.

(e) From and after the date fixed for redemption, and
provided the Company shall have set aside funds or issued
shares of Class A Common Stock sufficient to redeem the
Series C Preferred Stock, such shares will no longer be
deemed to be outstanding and all rights in respect of such
shares of the Company shall cease, except the right to
receive:

(i)  the Redemption Price therefor, without interest,
upon surrender to the Company of the certificates
evidencing such shares, properly endorsed or assigned
for transfer; and

(ii) the right to receive all Series C Dividends
declared prior to the date on which such shares of
Series C Preferred Stock are redeemed but which have
not been paid, but only when and to the extent such
dividends are actually paid to holders of Class A
Common Stock.

9. Miscellaneous.

(a) All notices referred to herein shall be in writing, and
all notices hereunder shall be deemed to have been given
upon the earlier of receipt thereof or three (3) Business
Days after the mailing thereof if sent by registered mail
(unless first-class mail shall be specifically permitted for
such notice under the terms of this Certificate of
Designation) with postage prepaid, addressed:  (i) if to the
Company, to its office at 5400 University Avenue, West Des
Moines, Iowa 50266 (Attention:  General Counsel) or other
agent of the Company designated as permitted by this
Resolution, or (ii) if to any holder of the Series C
Preferred Stock, to such holder at the address of such
holder as listed in the stock record books of the Company
(which may include the records of any transfer agent for the
Series C Preferred Stock), with a copy to The Kansas Farm
Bureau, 2677 KFB Plaza, PO Box 3500, Manhattan, Kansas
66503-8508 (Attn:  General Counsel) or (iii) to such other
address as the Company or any such holder, as the case may
be, shall have designated by notice similarly given.

(b) The Company shall pay any and all stock transfer and
documentary stamp taxes that may be payable in respect of
any issuance or delivery of shares of Series C Preferred
Stock or certificates representing such shares or
securities.  The Company shall not, however, be required to
pay any such tax which may be payable in respect of any
transfer involved in the issuance or delivery of shares of
Series C Preferred Stock in a name other than that in which
the shares of Series C Preferred Stock with respect to which
such shares or other securities are issued or delivered were
registered, or in respect of any payment to any person with
respect to any such shares or securities other than a
payment to the registered holder thereof.

(c) The Company may (but shall not be required to) appoint,
and from time to time discharge and change, a transfer agent
for the Series C Preferred Stock.  Upon any such appointment
or discharge of a transfer agent, the Company shall send
notice thereof by first-class mail, postage prepaid, to each
holder of record of Series C Preferred Stock.

(d) Fractional Shares.  Notwithstanding any other provision
of this Certificate of Designation, the Company shall not be
required to issue fractions of shares upon conversion of any
shares of Series C Preferred Stock or to distribute
certificates which evidence fractional shares.  In lieu of
fractional shares, the Company shall pay therefor, at the
time of any conversion of shares of Series C Preferred Stock
as herein provided, an amount in cash equal to such fraction
multiplied by the Average Fair Market Value of a share of
Class A Common Stock on such date.

(e) Mechanics of Conversion.  The holder of record of
Series C Preferred Stock on the date on which conversion
occurs shall be deemed to be the holder of record of the
shares of Class A Common Stock into which such shares of
Series C Preferred Stock were converted on such date,
notwithstanding that the certificates representing such
Class A Common Stock shall not then be actually delivered to
such Person.

(f) Reservation of Class A Common Stock.  The Company shall
at all times reserve and keep available for issuance upon
the conversion of the shares of Series C Preferred Stock,
the maximum number of its authorized but unissued shares of
Class A Common Stock sufficient to permit the conversion of
all outstanding shares of Series C Preferred Stock, and
shall take all action required to increase the authorized
number of shares of Class A Common Stock if at any time
there shall be insufficient authorized but unissued shares
of Class A Common Stock to permit such reservation or to
permit the conversion of all outstanding shares of Series C
Preferred Stock.

(g) No Conversion Charge or Tax.  The issuance and delivery
of certificates for shares of Class A Common Stock upon the
conversion of shares of Series C Preferred Stock shall be
made without charge to the holder of shares of Series C
Preferred Stock for any issue or transfer tax, or other
incidental expense in respect of the issuance or delivery of
such certificates or the securities represented thereby, all
of which taxes and expenses shall be paid by the Company.

10. Definitions.  For the purpose of this Certificate of
Designations, the following terms shall have the meanings
indicated:

"Average Fair Market Value" shall mean the average of the daily
closing prices on the New York Stock Exchange per share of such
Class A Common Stock for the 10 consecutive trading days before
the day in question.  If on any such date the shares of such
Class A Common Stock are not listed or admitted for trading on
any national securities exchange and not quoted on any similar
service, the Average Fair Market Value for such shares shall be
the fair market value as determined by mutual agreement of the
Board of Directors of the Company and a representative of holders
of a majority of the Series C Preferred Stockholders.

"Business Day" shall mean any day other than a Saturday, Sunday
or other day on which commercial banks in the City of New York
are authorized or required by law or executive order to close.

"Class A Common Stock" shall mean Company's no par value Class A
Common Stock, as the same exists at the date of filing of this
Certificate of Designations relating to the Series C Preferred
Stock, or any other class of stock resulting from successive
changes or reclassifications of such Class A Common Stock
consisting solely of changes in par value, or from par value to
no par value or from no par value to par value.

"Person" shall mean any individual, firm, Company, partnership,
trust, limited liability company, incorporated or unincorporated
association, joint venture, joint stock company, government (or
an agency or political subdivision thereof) or other entity of
any kind, and shall include any successor (by merger or
otherwise) of such entity.

FURTHER RESOLVED, that the Chief Executive Officer, any Vice
President, the Secretary, or the Treasurer of the Company be, and
hereby is, authorized for and on behalf of the Company, to
perform any and all acts and execute any and all documents
necessary or advisable to effectuate the foregoing Resolution.

The date of adoption of the amendment was December 28, 2000.

The amendment was duly adopted and approved by the board of
directors without shareholder approval, pursuant to Section
1002 of the Iowa Business Company Act.

This document is effective at the time of filing on the date
of filing as evidenced by the endorsement of the Iowa
Secretary of State.

FBL FINANCIAL GROUP, INC.

	/s/ William J. Oddy By
William J. Oddy, CEO