EXHIBIT 3(ii)(a)
FBL FINANCIAL GROUP, INC.
SECOND RESTATED BYLAWS


            Article VI is revised in its entirety to read as follows:

                                   ARTICLE VI.

                                  Capital Stock

      6.1    Evidence of Shares. The shares of capital stock of the Corporation
shall be represented by certificates unless the board of directors shall by
resolution provide that some or all of any class or series of stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate until the certificate is surrendered to the Corporation.
Notwithstanding the adoption of any resolution providing for uncertificated
shares, every holder of stock represented by certificates and upon request every
holder of uncertificated shares shall be entitled to have a certificate in such
form as shall be determined by the Board of Directors. If certificates are
issued, they shall be issued in consecutive order within each class, shall
indicate the class of stock represented thereby, shall be numbered in the order
of their issue within the class, and shall be signed by the Chairman of the
Board or the Chief Executive Officer or any other Vice Chair or Vice President
and the Secretary or an Assistant Secretary, provided, however, that if any
stock certificate is countersigned by a transfer agent, other than the
Corporation or its employee, or by a registrar, other than the Corporation or
its employee, any other signature, including that of any such officer, on such
certificate may be a facsimile, engraved, stamped or printed. In case any
officer or agent who has signed or whose facsimile signature shall be used on
any stock certificate shall cease to be such officer or agent of the Corporation
because of death, resignation or otherwise before such stock certificate shall
have been delivered by the Corporation, such stock certificate may nevertheless
be issued and delivered as though the person or agent who signed the certificate
or whose facsimile signature shall have been used thereon had not ceased to be
such officer or agent of the Corporation.

      6.2    Lost, Destroyed and Mutilated Certificates. Holders of the shares
of the Corporation shall immediately notify the Corporation of any loss,
destruction, or mutilation of the certificate therefore, and the Board of
Directors may in its discretion cause one or more new certificates for the same
number of shares in the aggregate to be issued to such shareholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.

      6.3    Fixing of Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Corporation may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than seventy days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If no record



date is fixed for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the day before the first date on which notice of the meeting is
delivered or the day before the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. In order to determine the
shareholders entitled to demand a special meeting, the record date shall be the
sixtieth day preceding the date of receipt by the Corporation of written demands
sufficient to require the calling of such meeting, unless otherwise fixed by the
Board of Directors. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the Board of
Directors selects a new record date or unless a new record date is required by
law.

      6.4    Transfer of Shares. The shares of the Corporation shall be
transferable or assignable only on the books of the Corporation by the holder in
person or by attorney on surrender of the certificate for such shares duly
endorsed and, if sought to be transferred by attorney, accompanied by a written
power of attorney to have the same transferred on the books of the Corporation.
Uncertificated shares shall be transferred in the share transfer records of the
Company upon the written instruction originated by the appropriate person to
transfer the shares, and pursuant to any other transfer procedures the Board may
direct or adopt. No person, holding shares of Class B Common Stock may transfer,
and the Corporation shall not register the transfer of, such shares of Class B
Common Stock whether by sale, assignment, gift, bequest, appointment or
otherwise, except as permitted by the Class B Common Stockholder Agreement dated
May 1, 1996, as amended hereafter (the "Class B Stockholder Agreement").