CITIZENS INC (Form: 8-K, Received: 11/08/2017 15:08:51)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2017

CITIZENS, INC.

(Exact name of registrant as specified in its charter)

COLORADO

0-16509

84-0755371

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2900 Esperanza Crossing

Austin, Texas 78758

(Address of principal executive offices) (Zip Code)

(512) 837-7100

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement

On November 2, 2017, the board of directors (the “Board”) of Citizens, Inc. (the “Company”) approved the entry into a form of indemnification agreement (each, an “Indemnification Agreement”) with each of its executive officers and directors (each, an “Indemnitee”). Among other things, consistent with the Company’s bylaws, pursuant to the Indemnification Agreements, the Company has agreed to indemnify and advance expenses and costs incurred by each Indemnitee in connection with any threatened, pending or completed action, suit, proceeding, or alternative dispute resolution mechanism arising as a result of his or her service as a director or officer, to the fullest extent permitted by the laws of the State of Colorado. The Indemnification Agreements also establish various related procedures, processes and requirements.

The above description of the forms of Indemnification Agreement does not purport to be a complete statement of the provisions thereof. Such description is qualified in its entirety by reference to the form of Indemnification Agreement for the executive officers, which is attached hereto as Exhibit 10.1 and incorporated herein by reference, and to the form of Indemnification Agreement for the directors, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 2, 2017, the Board adopted the Company’s Third Amended and Restated Bylaws (the “Bylaws”). The amendments implement certain changes to the Bylaws to update and clarify the indemnification provisions of the Bylaws in accordance with the Indemnification Agreements and Colorado law. Among other things, the amendments:

•

authorize the Company to indemnify any “Proper Person” who is not a director of the Company to the fullest extent permitted by Colorado law (a “Proper Person” under the Bylaws is defined as “any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, or other enterprise or employee benefit plan.”);

•

authorize the Company to advance expenses incurred in defending an action, suit or proceeding arising in connection with service to the Company to any Proper Person that is a director of the Company upon (i) receipt of a written affirmation of the Proper Person’s good faith belief that he or she has met the standards of conduct required under the bylaws, (ii) receipt of an irrevocable undertaking by the Proper Person to repay the Company if it is determined that they are not entitled to indemnification, and (iii) a determination by the proper group that the facts then known to the group would not preclude indemnification; and

•

authorize the Company to advance expenses incurred in defending an action, suit or proceeding arising in connection with service to the Company to any Proper Person that is not a director of the Company to the fullest extent permitted by Colorado law, subject to receipt of an undertaking by the Proper Person to repay the Company if it is determined that the Proper Person is not entitled to indemnification.

The foregoing summary description of amendments to the Bylaws is not complete and is qualified in its entirety by the complete copy of the Third Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits



3.1		Third Amended and Restated Citizens, Inc. Bylaws, dated November 2, 2017

10.1		Form of Indemnification Agreement for Executive Officers

10.2		Form of Indemnification Agreement for Directors

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


CITIZENS, INC

By:		/s/ Geoffrey M. Kolander
		President and Chief Executive Officer

Date: November 8, 2017

Exhibit 3.1

CITIZENS, INC.

THIRD AMENDED AND RESTATED BYLAWS

November 2, 2017

TABLE OF CONTENTS


		Page
ARTICLE I. OFFICES			1
Section 1.01.	Registered Office and Place of Business		1
Section 1.02.	Other Offices		1

ARTICLE II. MEETINGS OF SHAREHOLDERS			1
Section 2.01.	Place of Meeting		1
Section 2.02.	Annual Meetings		1
Section 2.03.	Special Meetings		1
Section 2.04.	Voting Lists		1
Section 2.05.	Notice of Meeting		2
Section 2.06.	Quorum of Shareholders		2
Section 2.07.	Manner of Action		2
Section 2.08.	Voting of Shares		2
Section 2.09.	Record Date		3
Section 2.10.	Action Without Meeting		3
Section 2.11.	Corporation’s Acceptance of Votes		3
Section 2.12.	Meetings by Telecommunication		4
Section 2.13.	Shareholder Nominations and Proposals		5

ARTICLE III. DIRECTORS			7
Section 3.01.	Management of the Corporation		7
Section 3.02.	Number and Qualification		7
Section 3.03.	Change in Number		7
Section 3.04.	Chairman of the Board		7
Section 3.05.	Vice Chairman of the Board		7
Section 3.06.	Removal		7
Section 3.07.	Resignation; Vacancies		8
Section 3.08.	Methods and Voting Requirements for Election of Directors		8
Section 3.09.	Place of Meetings		8
Section 3.10.	Annual Meetings		8
Section 3.11.	Regular Meetings		8
Section 3.12.	Special Meetings		9
Section 3.13.	Quorum and Manner of Acting		9
Section 3.14.	Action Without Meeting		9
Section 3.15.	Compensation		9
Section 3.16.	Procedure		9
Section 3.17.	Advisory Board		9
Section 3.18.	Interested Directors, Officers and Shareholders		9
Section 3.19.	Telephonic Meetings		11
Section 3.20.	Standard of Care		11

ARTICLE IV. EXECUTIVE COMMITTEE			11
Section 4.01.	Designation		11
Section 4.02.	Authority		11

-i-

TABLE OF CONTENTS

(continued)


		Page
Section 4.03.	Procedure		11
Section 4.04.	Removal		11

ARTICLE V. OTHER COMMITTEES OF THE BOARD			12
Section 5.01.	Other Committees		12

ARTICLE VI. NOTICES			12
Section 6.01.	Manner of Giving Notices		12
Section 6.02.	Waiver of Notice		12

ARTICLE VII. POWERS AND DUTIES OF OFFICERS			12
Section 7.01.	Appointed Officers		12
Section 7.02.	Two or More Offices		12
Section 7.03.	Compensation		12
Section 7.04.	Term of Office; Removal; Filling of Vacancies		13
Section 7.05.	Chief Executive Officer		13
Section 7.06.	President		13
Section 7.07.	Vice Presidents		13
Section 7.08.	Treasurer		13
Section 7.09.	Assistant Treasurers		13
Section 7.10.	Secretary		13
Section 7.11.	Assistant Secretaries		14
Section 7.12.	Additional Powers and Duties		14

ARTICLE VIII. STOCK AND TRANSFER OF STOCK			14
Section 8.01.	Certificates Representing Shares; Uncertificated Shares		14
Section 8.02.	Lost Certificates		14
Section 8.03.	Transfer of Shares		15
Section 8.04.	Registered Shareholders		15
Section 8.05.	Pre-emptive Rights		15

ARTICLE IX. MISCELLANEOUS PROVISIONS			15
Section 9.01.	Dividends		15
Section 9.02.	Reserves		15
Section 9.03.	Signing of Negotiable Instruments		16
Section 9.04.	Seal		16
Section 9.05.	Indemnification		16
Section 9.06.	Right to Indemnification		16
Section 9.07.	Effect of Termination of Action		17
Section 9.08.	Groups Authorized to Make Indemnification Determination		17
Section 9.09.	Court-ordered Indemnification		17
Section 9.10.	Advance of Expenses		17
Section 9.11.	Witness Expenses		18
Section 9.12.	Report to Shareholders		18
Section 9.13.	Surety Bonds		18

-ii-

TABLE OF CONTENTS

(continued)


		Page
Section 9.14.	Invalid Provisions		18
Section 9.15.	Conflicts		19
Section 9.16.	Gender		19

ARTICLE X. AMENDMENTS			19
Section 10.01.	Amendments		19

-iii-

AMENDED AND RESTATED BYLAWS OF

CITIZENS, INC.

ARTICLE I. OFFICES

Section 1.01. Registered Office and Place of Business . The registered office of the Corporation required by the Colorado Business Corporation Act to be maintained in Colorado may be, but need not be, identical with the principal or home office, and the address of the registered office or principal or home office may be changed from time to time by the Board of Directors (the “Board” or the “Board of Directors”).

Section 1.02. Other Offices . The Corporation may have, in addition to its registered office, offices (including its principal office) and places of business at such places, both within and outside the State of Colorado, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II. MEETINGS OF SHAREHOLDERS

Section 2.01. Place of Meeting . All meetings of shareholders for any purpose may be held at such times and at such place within or without the State of Colorado as shall be stated in the notice of the meeting or a duly executed waiver of notice thereof, except as may otherwise be required by law.

Section 2.02. Annual Meetings . An annual meeting of the shareholders shall be held (i) on the first Tuesday in June in each year, or if such day is a legal holiday, then the next business day thereafter, or (ii) at such other date as shall be determined by the Board of Directors and stated in the notice of the meeting, at which time the Board of Directors will be elected and such other business as may properly be brought before the meeting will be transacted.

Section 2.03. Special Meetings . Special meetings of the shareholders for any purpose or purposes, may be called (i) by a majority of the Board of Directors, or (ii) by the holders of shares representing at least ten percent of all votes entitled to be cast on any matter proposed to be considered at the special meeting, if the Corporation receives one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by such holders. Business transacted at all special meetings shall be confined to the subjects stated in the notice of the meeting.

Section 2.04. Voting Lists . The Secretary shall make, at the earlier of ten days before each meeting of shareholders or two business days after notice of the meeting has been given, a complete list of the shareholders entitled to be given notice of such meeting or any adjournment thereof. The list shall be arranged by voting groups and within each voting group by class or series of shares, shall be in alphabetical order within each class or series, and shall show the address of and the number of shares of each class or series held by each shareholder. For the period beginning the earlier of ten days prior to the meeting or two business days after notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of the Corporation, or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any shareholder (including for the purpose of this Section 2

any holder of voting trust certificates) or his agent or attorney during regular business hours and during the period available for inspection. The original stock transfer books shall be prima facie evidence as to the shareholders entitled to examine such list or to vote at any meeting of shareholders.

Section 2.05. Notice of Meeting . Written or printed notice, stating the date, time and place of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at the meeting, except (i) if the number of authorized shares is to be increased, at least thirty days’ notice shall be given, or (ii) if any other longer notice period is required by the Colorado Business Corporation Act. Notice shall be given personally or by mail, private carrier, electronically transmitted facsimile or other means of electronic transmission in accordance with applicable law. If mailed and if in a comprehensible form, such notice shall be deemed to be given and effective when deposited in the United States mail, addressed to the shareholder at such address as appears in the Corporation’s current record of shareholders, with postage prepaid. If notice is given other than by mail, and provided that such notice is in a comprehensible form, the notice is given and effective on the date received by the shareholder.

Section 2.06. Quorum of Shareholders . Unless otherwise required by law, the Corporation’s Articles of Incorporation, as may be amended from time to time (the “Articles of Incorporation”) or these Bylaws, a quorum shall be present for action on any matter at a shareholder meeting if a majority of the votes entitled to be cast on the matter by a voting group are represented in person or by proxy. Once a quorum has been established at a meeting, the shareholders present can continue to conduct business until adjournment of the meeting notwithstanding the withdrawal of enough shareholders to leave less than a quorum. The shareholders in a voting group represented in person or by proxy at a meeting of shareholders, even if not comprising a quorum, may adjourn the meeting from time to time. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally. For participants (“Participants”) in the Citizens, Inc. Stock Investment Plan, as amended from time to time (the “Plan”), unless a Participant notifies the Corporation in writing that it elects to withhold the Plan administrator’s authority, the Plan administrator is deemed to have the written authorization to appear in person or by proxy at any annual or special meeting of shareholders of the Corporation and to submit the Participant’s unvoted shares at the meeting for the sole purpose of determining a quorum.

Section 2.07. Manner of Action . If a quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater number or voting by classes is required by law or the Articles of Incorporation. The voting requirements for the election of directors are set forth in Section 3.08.

Section 2.08. Voting of Shares . Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation or any other certificate creating any class or series of stock. At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in

person, or by proxy appointed by an instrument in writing subscribed by such shareholder or by his duly authorized attorney-in-fact and bearing a date not more than eleven months prior to said meeting, unless said instrument provides for a longer period. A shareholder may also appoint a proxy by transmitting by mail or means of electronic transmission a written statement of the appointment to the proxy, a proxy solicitor, proxy support service organization, or other person duly authorized by the proxy to receive appointments as agent for the proxy, or to the Corporation. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the shareholder transmitted or authorized the transmission of the appointment. Any complete copy, including an electronically transmitted facsimile, of an appointment of a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used. Revocation of a proxy does not affect the right of the Corporation to accept the proxy’s authority unless (i) the Corporation had notice that the appointment was coupled with an interest and notice that such interest had been extinguished is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment, or (ii) other notice of the revocation of the appointment is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment. Other notice of revocation may, in the discretion of the Corporation, be deemed to include the appearance at a shareholders’ meeting of the shareholder who granted the proxy and his voting in person on any matter subject to a vote at such meeting. The death or incapacity of the shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment. The Corporation shall not be required to recognize an appointment made irrevocable if it has received a writing revoking the appointment signed by the shareholder (including a shareholder who is a successor to the shareholder who granted the proxy) either personally or by his attorney-in-fact, notwithstanding that the revocation may be a breach of an obligation of the shareholder to another person not to revoke the appointment. Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Except as otherwise provided in the Articles of Incorporation or in applicable law, shareholders shall not have a right to cumulative voting.

Section 2.09. Record Date . The Board of Directors may fix in advance a record date for the purpose of determining shareholders entitled to notice of or to vote at a meeting of the shareholders, the record date to be not less than ten nor more than sixty days prior to such meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is mailed shall be the record date.

Section 2.10. Action Without Meeting . Any action required or permitted by statute to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of the shareholders. Any such signed consent, or a signed copy thereof, shall be placed in the minute book of the Corporation.

Section 2.11. Corporation ’ s Acceptance of Votes . If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the Corporation, if acting in good faith, is entitled to accept the vote, consent,

waiver, proxy appointment or proxy appointment revocation and give it effect as the act of the shareholder. If the name signed on a vote, consent, waiver, proxy appointment or proxy appointment revocation does not correspond to the name of a shareholder, the Corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and to give it effect as the act of the shareholder if:

(i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(ii) the name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;

(iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;

(iv) the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;

(v) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-tenants or fiduciaries, and the person signing appears to be acting on behalf of all the co-tenants or fiduciaries; or

(vi) the acceptance of the vote, consent, waiver, proxy appointment or proxy appointment revocation is otherwise proper under rules established by the Corporation that are not inconsistent with this Section 2.11.

The Corporation is entitled to reject a vote, consent, waiver, proxy appointment or proxy appointment revocation if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

Neither the Corporation nor its officers nor any agent who accepts or rejects a vote, consent waiver, proxy appointment or proxy appointment revocation in good faith and in accordance with the standards of this Section is liable in damages for the consequences of the acceptance or rejection.

Section 2.12. Meetings by Telecommunication . Any or all of the shareholders may participate in an annual or special shareholders’ meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

Section 2.13. Shareholder Nominations and Proposals .

(i) Only such business shall be conducted as shall have been properly brought before a meeting of shareholders of the Corporation. At an annual meeting, nominations for election to the Board of Directors and proposals for any other business to be considered by the shareholders may be made only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereof), (B) by or at the direction of the Board of Directors or any committee thereof, or (C) by any shareholder who was a shareholder of record on the date that the notice provided for in this Section 2.13 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.13.

(ii) To be timely, such shareholder’s notice must be delivered to or mailed and received by the Secretary of the Corporation at its principal executive offices not later than 5:00 PM Central time on the ninetieth (90th) calendar day and not earlier than the one hundred twentieth (120 ^th ) calendar day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within thirty (30) days of the anniversary of the previous year’s annual meeting, notice must be received not later than the tenth (10 ^th ) calendar day following the day on which the notice of the date of the meeting was mailed or public announcement of the date of the annual meeting, whichever occurs first. In no event will the public announcement of an adjournment or postponement of an annual meeting of shareholders commencing a new time period for giving a proposing shareholder’s notice as provided above.

(iii) A shareholder’s notice shall set forth:

(A) as to each shareholder nominee for election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder;

(B) as to any other business that the shareholder proposes to bring before the meeting, (1) a brief description of the business proposed to be brought before the meeting, (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), and (3) the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, of stock of the Corporation (a “beneficial owner”) on whose behalf the proposal or business is made; and

(C) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (1) the name and address of such shareholder, as they appear on the Corporation’s books, and the name and address of such beneficial owner, (2) the class or series and number of shares of stock of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner, (3) a description of any agreement, arrangement or understanding with respect to the nomination or

proposal between or among such shareholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, (4) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) by, or on behalf of, such shareholder and such beneficial owner, whether or not any such instrument or right shall be subject to settlement in underlying shares of stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder or such beneficial owner, with respect to securities of the Corporation, (5) a representation that such shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (6) any other information relating to such shareholder and such beneficial owner required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.

(D) The foregoing notice requirements in this Section 2.13(iii) shall be deemed satisfied by a shareholder with respect to business other than a nomination for election to the Board of Directors if the shareholder has notified the Corporation of the shareholder’s intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such shareholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(iv) Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected (A) pursuant to the Corporation’s notice of meeting, (B) by or at the direction of the Board of Directors or (C) provided that the special meeting has been called in accordance with Section 2.03 for the purpose of electing directors, by any shareholder of the Corporation who (1) is a shareholder of record both at the time of giving of notice provided for in this Section 2.13 and at the time of the meeting, (2) is entitled to vote at the meeting and (3) complies with the provisions of this Section 2.13. In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors, any such shareholder may nominate a person or persons (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the shareholder’s notice containing all of the information required by Section 2.13(iii), shall have been delivered to the Secretary of the Corporation not earlier than the 90th day prior to such special meeting and not later than 5:00 PM Central time on the later of the 60th day prior to such special meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. The announcement of a postponement of a special meeting after notice of the meeting has been given or an adjournment of a special meeting shall not commence a new time period for the giving of a shareholder’s notice as described in this Section 2.13(iii).

(v) The chairman of an annual or special meeting may refuse to acknowledge the proposal of any business not made in compliance with the foregoing procedures.

(vi) Notwithstanding the foregoing, a shareholder also shall comply with any applicable requirements of state law with respect to the matters set forth in this Section 2.13. Nothing herein shall be deemed to affect any rights of shareholders to request inclusion of a proposal in, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

ARTICLE III. DIRECTORS

Section 3.01. Management of the Corporation . The business and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, by the Articles of Incorporation, or by these Bylaws directed, required to be exercised or done by, or reserved to the shareholders.

Section 3.02. Number and Qualification . The number of directors shall be determined from time to time by resolution of the Board of Directors, provided, however, that the Board of Directors shall consist of not less than five nor more than fifteen directors, none of whom need be shareholders or residents of the State of Colorado. The directors shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall hold office until his successor shall be duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 3.03. Change in Number . The minimum and maximum number of directors may be increased or decreased from time to time by amendment to these Bylaws, provided that at all times the minimum and maximum number of directors shall conform to the Articles of Incorporation. No decrease shall have the effect of shortening the term of any incumbent director. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

Section 3.04. Chairman of the Board . The Board of Directors shall designate from its membership a Chairman of the Board, who shall preside at all meetings of the shareholders and of the Board of Directors. He may sign with the Secretary or an Assistant Secretary certificates of stock of the Corporation, and shall perform such other duties as may be prescribed by the Board of Directors.

Section 3.05. Vice Chairman of the Board . The Board of Directors may designate from its membership a Vice Chairman of the Board, who shall preside at all meetings of the shareholders and of the Board of Directors if the Chairman is not present (other than executive sessions of the Board when only non-management or independent members of the Board are present) as well as perform such functions and duties as may be prescribed by the Board of Directors or requested by the Chairman of the Board.

Section 3.06. Removal . Any director may be removed either with or without cause in the manner set forth in the Colorado Business Corporation Act.

Section 3.07. Resignation; Vacancies . Any director may resign at any time by giving written notice to the Corporation. Such resignation shall take effect at the time the notice is received by the Corporation unless the notice specifies a later effective date. Unless otherwise specified in the notice of resignation, the Corporation’s acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring on the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by either the directors or the shareholders. If the directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, then, if any of the remaining directors was elected by the same voting group, only such directors are entitled to vote to fill the vacancy if it is filled by directors, and they may do so by the affirmative vote of a majority of such directors remaining in office; and only the shareholders of that voting group may vote to fill the vacancy if it is filled by the shareholders. If elected by the directors, the director shall hold office until the next annual shareholders’ meeting at which directors are elected. If elected by the shareholders, the director shall hold office for the unexpired term of his predecessor in office; except that, if the director’s predecessor was elected by the directors to fill a vacancy, the director elected by the shareholders shall hold office for the unexpired term of the last predecessor elected by the shareholders.

Section 3.08. Methods and Voting Requirements for Election of Directors . Cumulative voting shall not be permitted. As is provided in the Articles of Incorporation, the voting rights of Class A common stock and Class B common stock shall be equal in all respects, with the exception that the holders of the Class B common stock shall have the exclusive right to elect a simple majority of the members of the Board of Directors and the holders of the Class A common stock shall have the exclusive right to elect the remaining directors. Accordingly, at each election of directors by shareholders the holders of the Class B common stock shall first elect a simple majority of the number to be elected and the holders of the Class A common stock shall elect the remaining directors. In an election of directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, are elected to the board of directors, unless a greater number of votes is required by the Articles of Incorporation or the Colorado Business Corporation Act.

Section 3.09. Place of Meetings . The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Colorado.

Section 3.10. Annual Meetings . The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of shareholders and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

Section 3.11. Regular Meetings . Regular meetings of the Board of Directors may be held at such times and places as may be fixed from time to time by the Board of Directors. Except as otherwise provided by statute, the Articles of Incorporation or these Bylaws, any and all business may be transacted at any regular meeting.

Section 3.12. Special Meetings . Special meetings of the Board of Directors may be called by the Chairman of the Board on one day’s notice to each director, either personally or by mail, facsimile, electronic mail or other means of electronic transmission; special meetings shall be called by the Chairman of the Board in like manner, and like notice, on the written request of a majority of the directors. Except as may be otherwise expressly provided by statute, the Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice.

Section 3.13. Quorum and Manner of Acting . At all meetings of the Board of Directors, the presence of a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Articles of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of directors, a majority of the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present. At any such adjourned meeting reconvened, any business may be transacted which might have been transacted at the meeting as originally convened.

Section 3.14. Action Without Meeting . Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State.

Section 3.15. Compensation . The Board of Directors shall have authority to determine from time to time the amount of compensation, if any, which shall be paid to its members for their services as directors and as members of standing or special committees of the Board. The Board shall also have power in its discretion to provide for and to pay to directors rendering services to the Corporation not ordinarily rendered by directors as such, special compensation appropriate to the value of such services as determined by the Board from time to time. Nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.16. Procedure . The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 3.17. Advisory Board . The Chairman of the Board may establish and appoint a member or members to an Advisory Board to act in an advisory capacity to the Board of Directors.

Section 3.18. Interested Directors, Officers and Shareholders .

(1) As used in this section, “conflicting interest transaction” means any of the following:

(a) A loan or other assistance by the Corporation to a director of the Corporation or to an entity in which a director of the Corporation is a director or officer or has a financial interest;

(b) A guaranty by the Corporation of an obligation of a director of the Corporation or of an obligation of an entity in which a director of a Corporation is a director or officer or has a financial interest; or

(c) A contract or transaction between the Corporation and a director of the Corporation or between the Corporation and an entity in which a director of the Corporation is a director or officer or has a financial interest.

(2) No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the right of the Corporation, solely because the conflicting interest transaction involves a director of the Corporation or an entity in which a director of the Corporation is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the Corporation’s Board of Directors or of the committee of the Board of Directors which authorizes, approves, or ratifies the conflicting interest transaction or solely because the director’s vote is counted for such purpose if:

(a) The material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

(b) The material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the shareholders; or

(c) The conflicting interest transaction is fair to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the shareholders.

(3) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes, approves, or ratifies the conflicting interest transaction.

(4) The Board of Directors or a committee thereof shall not authorize a loan, by the Corporation to a director of the Corporation or to an entity in which a director of the Corporation is a director or officer or has a financial interest, or a guaranty, by the Corporation of an obligation of a director of the Corporation or of an obligation of an entity in which a director of the Corporation is a director or officer or has a financial interest, pursuant to paragraph (a) of subsection (2) of this section until at least ten days after written notice of the proposed authorization of the loan or guaranty has been given to the shareholders who would be entitled to vote thereon if the issue of the loan or guaranty were submitted to a vote of the shareholders.

Section 3.19. Telephonic Meetings . The Board of Directors may permit any director (or any member of a committee designated by the Board of Directors) to participate in a regular or special meeting of the Board of Directors or a committee thereof through the use of any means of communication by which all directors participating in the meeting can hear each other and be heard during the meeting. A director participating in a meeting in this manner is deemed to be present at the meeting.

Section 3.20. Standard of Care . A director shall perform his duties as a director, including without limitation his duties as a member of any committee of the Board of Directors, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the persons herein designated. However, he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A director shall not be liable to the Corporation or its shareholders for any action he takes or omits to take as a director if, in connection with such action or omission, he performs his duties in compliance with this Section 3.20.

The designated persons on whom a director is entitled to rely are (i) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented, (ii) legal counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence, or (iii) a committee of the Board of Directors on which the director does not serve if the director believes the committee merits confidence.

ARTICLE IV. EXECUTIVE COMMITTEE

Section 4.01. Designation . The Board of Directors may, by resolution adopted by a majority of the whole Board, designate an executive committee, to consist of a majority of independent directors with at least three but not more than five directors of the Corporation representing both classes of stock, one of whom shall be the Chairman of the Board of Directors of the Corporation.

Section 4.02. Authority . The executive committee shall have and may exercise all the authority of the Board of Directors in the management of the business and affairs of the Corporation, unless restricted by the Colorado Business Corporation Act, the Articles of Incorporation, these Bylaws, or other applicable law, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 4.03. Procedure . The executive committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. The minutes of the proceedings of the executive committee shall be placed in the minute book of the Corporation.

Section 4.04. Removal . Any member of the executive committee may be removed by the Board of Directors by the affirmative vote of a majority of the whole Board, whenever in its judgment the best interests of the Corporation will be served thereby.

ARTICLE V. OTHER COMMITTEES OF THE BOARD

Section 5.01. Other Committees . The Board of Directors may, by resolution adopted by affirmative vote of a majority of the whole Board, designate one or more committees, each consisting of one or more directors (with such alternates, if any, as may be deemed desirable). To the extent permitted by law, any such committee or committees shall have and may exercise all the power and authority of the Board of Directors in the management of the business and affairs of the Corporation to the extent so authorized by the Board, unless restricted by the Colorado Business Corporation Act, the Articles of Incorporation or other applicable law.

ARTICLE VI. NOTICES

Section 6.01. Manner of Giving Notices . Whenever, under the provisions of the statutes or the Articles of Incorporation, or these Bylaws, notice is required to be given to any committee member, director, or shareholder, and no provisions are made regarding how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing, by mail, postage prepaid, addressed to such director or shareholder at such address as appears on the books of the Corporation or by facsimile or other means of electronic transmission. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mail as aforesaid.

Section 6.02. Waiver of Notice . Whenever any notice is required to be given to any committee member, shareholder, or director of the Corporation under the provisions of the statutes, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice (whether before or after the time stated in such notice) shall be deemed equivalent to the giving of such notice. Attendance of a director at a meeting, or participation in a meeting, shall constitute a waiver of notice of such meeting, except for any restrictions on such waivers under the Colorado Business Corporation Act.

ARTICLE VII. POWERS AND DUTIES OF OFFICERS

Section 7.01. Appointed Officers . The officers of the Corporation shall be appointed by the Board of Directors and may include, at the discretion of the Board of Directors, a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer, and any other officers that the Board may from time to time appoint, including one or more Assistant Vice Presidents, Assistant Secretaries and/or Assistant Treasurers. No officer of the Corporation need be a shareholder or resident of the State of Colorado. All officers must be natural persons age eighteen (18) or older. Such officers shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Board of Directors.

Section 7.02. Two or More Offices . The same person may hold any two or more offices, except that the President and Secretary shall not be the same person.

Section 7.03. Compensation . The Board of Directors shall fix the compensation of all officers and directors of the Corporation from time to time, and may delegate such authority to a committee of the full Board.

Section 7.04. Term of Office; Removal; Filling of Vacancies . Each officer of the Corporation shall hold office until his successor is elected and qualifies in his stead or until his earlier death, resignation, or removal from office. Each officer shall hold office at the pleasure of the Board of Directors without the necessity of periodic reappointment. Any officer or agent appointed by the Board of Directors may be removed at any time by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

Section 7.05. Chief Executive Officer . Subject to the authority of the Board of Directors, the Chief Executive Officer shall have general charge and supervision of the business and affairs of the Corporation and shall perform such other duties as may be prescribed by the Board from time to time. The Chief Executive Officer shall have authority to sign and execute in the name and on behalf of the Corporation all deeds, bonds, contracts or other instruments. If no Chief Executive Officer is elected, the duties of that office shall be performed by the President unless the Board provides otherwise.

Section 7.06. President . The President shall have general charge and supervision of the operations of the Corporation and shall have such other powers and perform such other duties and services as shall from time to time be prescribed or delegated by the Board or the Chief Executive Officer.

Section 7.07. Vice Presidents . Each Vice President, including Senior and Executive Vice Presidents as appropriate, shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the Board or the Chief Executive Officer.

Section 7.08. Treasurer . The Treasurer shall have general charge and be responsible for the care and custody of all monies, funds, securities, receipts and disbursements of the Corporation; and shall deposit or cause to be deposited in the name of the Corporation all such funds in and with such depositories as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedure established by the Board;. The Treasurer shall generally perform all the duties usually appertaining to the office of Treasurer of a corporation. In his absence or disability, his duties shall be performed and his powers may be exercised by an Assistant Treasurer, unless otherwise determined by the Treasurer, the Board of Directors, or the Chief Executive Officer.

Section 7.09. Assistant Treasurers . Each Assistant Treasurer shall generally assist the Treasurer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the Treasurer, the Board, or the Chief Executive Officer.

Section 7.10. Secretary . The Secretary shall give or cause to be given notice of all meetings of the shareholders and the Board of Directors, and shall attend such meetings and keep and attest to true records of all proceedings at all meetings of the shareholders, and the Board; shall have charge of the corporate seal, with authority to attest to any and all instruments or

writings to which the same may be affixed; shall keep and account for all minute books, documents, papers, and records of the Corporation, except those for which some other officer or agent is properly accountable; and shall have authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of Secretary of a corporation. In the absence or disability of the Secretary, his duties shall be performed by the Chief Legal Officer or an Assistant Secretary, unless otherwise determined by the Chief Executive Officer, or the Board of Directors.

Section 7.11. Assistant Secretaries . Each Assistant Secretary shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the Secretary, the Chief Executive Officer or the Board of Directors.

Section 7.12. Additional Powers and Duties . In addition to the foregoing especially enumerated duties, services, and powers, the several elected and appointive officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Articles of Incorporation, or these Bylaws, or as may from time to time be determined by the Board of Directors or the Chief Executive Officer.

ARTICLE VIII. STOCK AND TRANSFER OF STOCK

Section 8.01. Certificates Representing Shares; Uncertificated Shares . Certificates in such form as may be determined by the Board of Directors and as shall conform to the requirements of the statutes, the Articles of Incorporation and these Bylaws shall be delivered representing all shares to which shareholders are entitled; provided that the Board of Directors may provide for some or all of any class or series of stock to be uncertificated. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof that the Corporation is organized under the laws of Colorado, the holder’s name, the number and class of shares which such certificate represents, and the par value of such shares or a statement that such shares are without par value. Each certificate shall be signed by the Chairman of the Board, the Chief Executive Officer, or the President and the Secretary or an Assistant Secretary, and may be sealed with the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent or registered by a registrar, either of which is other than the Corporation or an employee of the Corporation, the signature of any such officer may be a facsimile.

Section 8.02. Lost Certificates . The Chief Executive Officer, the President, the Secretary or such other officer or officers of the Corporation as the Board of Directors may from time to time designate, in its or his discretion, may direct a new certificate or certificates representing shares to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors, the Chief Executive Officer, the President, the Secretary or any such other officer, in its or his discretion and as a condition precedent to the issuance thereof, may require the owner of such lost, stolen or destroyed certificate(s), or his legal representative, to advertise the same in such manner as it or he shall require and/or give the Corporation a bond in such form, in such sum, and with such

surety or sureties as it or he may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate or certificates to have been lost, stolen or destroyed.

Section 8.03. Transfer of Shares . Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate or certificates representing shares, duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, with all required stock transfer tax stamps affixed thereto and canceled or accompanied by sufficient funds to pay such taxes, or in the case of uncertificated shares, upon receipt of proper transfer instructions from the holder thereof, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate or certificates to the person entitled thereto, cancel the old certificate or certificates, and record the transaction upon its books.

Section 8.04. Registered Shareholders . The Corporation shall be entitled to treat the holder of record of any share or shares of stocks as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 8.05. Pre-emptive Rights . No shareholder or other person shall have any pre-emptive rights with regard to securities issued by the Company, except as otherwise provided in the Articles of Incorporation or in applicable law.

ARTICLE IX. MISCELLANEOUS PROVISIONS

Section 9.01. Dividends . The Board of Directors may, at any regular or special meeting, declare dividends upon the outstanding shares of the Corporation, if any, subject to applicable law and the Articles of Incorporation. Dividends may be paid in cash, in property, or in shares of the Corporation, subject to applicable law and the Articles of Incorporation. The Board of Directors may fix in advance a record date for the purpose of determining shareholders entitled to receive payment of any dividend, such record date to be not more than fifty days prior to the payment date of such dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring such dividend shall be the record date. The cash dividends paid upon each share of Class B common stock shall be only one-half of the cash dividends paid on each share of Class A common stock.

Section 9.02. Reserves . There may be created from time to time by resolution of the Board of Directors, out of the earned surplus of the Corporation, such reserve or reserves as the directors in their discretion think proper from time to time, to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 9.03. Signing of Negotiable Instruments . All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 9.04. Seal . The Corporation seal shall have inscribed thereon the name of the Corporation. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced.

Section 9.05. Indemnification . For purposes of Article IX, a “Proper Person” means any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, or other enterprise or employee benefit plan. The Corporation shall indemnify any Proper Person against reasonably incurred expenses (including attorney’s fees), judgments, penalties, fines (including any excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding if it is determined by the groups set forth in Section 9.08 of this Article that he conducted himself in good faith and in a manner he reasonably believed (i) in the case of conduct in his official capacity with the Corporation, that his conduct was in the Corporation’s best interests, or (ii) in all other cases (except criminal cases), that his conduct was at least not opposed to the Corporation’s best interests, or (iii) in the case of any criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful. A Proper Person will be deemed to be acting in his official capacity while acting as a director, officer, employee or agent on behalf of this Corporation and not while acting on the Corporation’s behalf for some other entity. In addition to the foregoing, the Corporation has the authority to indemnify any Proper Person who is not a director of the Corporation to the fullest extent permitted by the laws of the State of Colorado, as in effect from time to time.

No indemnification shall be made under this Article IX to a Proper Person with respect to any claim, issue, or matter in connection with a proceeding by or in the right of the Corporation in which the Proper Person was adjudged liable to the Corporation or in connection with any proceeding charging that the Proper Person derived an improper personal benefit, whether or not involving action in an official capacity, in which he was adjudged liable on the basis that he derived an improper personal benefit. Further, indemnification under this Section in connection with a proceeding brought by or in the right of the Corporation shall be limited to reasonable expenses, including attorneys’ fees, incurred in connection with the proceeding.

Section 9.06. Right to Indemnification . The Corporation shall indemnify any Proper Person who was wholly successful, on the merits or otherwise, in defense of any action, suit, or proceeding as to which he was entitled to indemnification under Section 9.05 of this Article IX against expenses (including attorney’s fees) reasonably incurred by him in connection with the proceeding without the necessity of any action by the Corporation other than the determination in good faith that the defense has been wholly successful.

Section 9.07. Effect of Termination of Action . The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person seeking indemnification did not meet the standards of conduct described in Section 9.05 of this Article IX. Entry of a judgment by consent as part of a settlement shall not be deemed an adjudication of liability, as described in Section 9.06 of this Article IX.

Section 9.08. Groups Authorized to Make Indemnification Determination . Except where there is a right to indemnification as set forth in Sections 9.05 or 9.06 of this Article or where indemnification is ordered by a court in Section 9.09, any indemnification that requires a determination by a proper group that indemnification of the Proper Person is permissible under the circumstances because he has met the applicable standards of conduct set forth in Section 9.05 of this Article shall be authorized by the Corporation according to this Section 9.08. This determination shall be made by the Board of Directors by a majority vote of those present at a meeting at which a quorum is present, which quorum shall consist of directors not parties to the proceeding (“Quorum”). If a Quorum cannot be obtained, the determination shall be made by a majority vote of a committee of the Board of Directors designated by the Board of Directors, which committee shall consist of two or more directors not parties to the proceeding, except that directors who are parties to the proceeding may participate in the designation of directors for the committee. If a Quorum of the Board of Directors cannot be obtained and the committee cannot be established, or even if a Quorum is obtained or the committee is designated and a majority of the directors constituting such Quorum or committee so directs, the determination shall be made by (i) independent legal counsel selected by a vote of the Board of Directors or the committee in the manner specified in this Section 9.08 or, if a Quorum of the full Board of Directors cannot be obtained and a committee cannot be established, by independent counsel selected by a majority vote of the full Board (including directors who are parties to the action) or (ii) a vote of the shareholders.

Section 9.09. Court-ordered Indemnification . Any Proper Person may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction for mandatory indemnification under Section 9.06 of this Article, including indemnification for reasonable expenses incurred to obtain court-ordered indemnification. If the court determines that such Proper Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standards of conduct set forth in Section 9.05 of this Article or was adjudged liable in the proceeding, the court may order such indemnification as the court deems proper except that if the Proper Person has been adjudged liable, indemnification shall be limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.

Section 9.10. Advance of Expenses . Reasonable expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding as described in Section 9.05 shall be paid by the Corporation to any Proper Person in advance of the final disposition of such action, suit or proceeding:

(i) in the case of any Proper Person that is a director of the Corporation: upon (i) receipt of a written affirmation of such director’s good faith belief that he has met the standards of conduct prescribed by Section 9.05 of this Article IX, (ii) receipt of an irrevocable

undertaking by the director to repay any amounts paid, advanced or reimbursed by the Corporation relating to, arising out of or resulting from the action, suit or proceeding if it is determined, following the final disposition, that such director is not entitled to indemnification, and (iii) a determination by the proper group (as described in Section 9.08 of this Article IX) that the facts as then known to the group would not preclude indemnification; and

(ii) in the case of any Proper Person that is not a director of the Corporation, to the fullest extent permitted by the laws of the State of Colorado, as in effect from time to time; provided, however, that such Proper Person executes an irrevocable undertaking to repay any amounts paid, advanced or reimbursed by the Corporation relating to, arising out of or resulting from the action, suit or proceeding if it is determined, following the final disposition, that such Proper Person is not entitled to indemnification.

Undertakings referenced in this Section 9.10 may be set forth in a separate writing signed by the Proper Person or in any employment agreement, indemnification agreement, or other agreement between the Corporation and the Proper Person, whether entered into before or after the event giving rise to the expenses. Determination and authorization of payments to directors, as well as determinations that expenses must be repaid to the Corporation, shall be made in the same manner specified in Section 9.08 of this Article IX.”

Section 9.11. Witness Expenses . The sections of this Article IX do not limit the Corporation’s authority to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent in the proceeding.

Section 9.12. Report to Shareholders . Any indemnification of or advance of expenses to a director in accordance with this Article IX, if arising out of a proceeding by or on behalf of the Corporation, shall be reported in writing to the shareholders with or before the notice of the next shareholders’ meeting. If the next shareholder action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.

Section 9.13. Surety Bonds . Such officers and employees of the Corporation as the Chief Executive Officer, President or the Board of Directors may direct from time to time shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the Chief Executive Officer, President or the Board of Directors may determine. The premiums on such bonds shall be paid by the Corporation, and the bonds so furnished shall be in the custody of the Secretary.

Section 9.14. Invalid Provisions . If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby.

Section 9.15. Conflicts . These Bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.

Section 9.16. Gender . The masculine gender is used in these Bylaws as a matter of convenience only and shall be interpreted to include the feminine, as the circumstances indicate.

ARTICLE X. AMENDMENTS

Section 10.01. Amendments . These Bylaws may be altered, amended or repealed or new bylaws may be adopted at any meeting of the Board of Directors at which a quorum is present by the affirmative vote of a majority of the directors present at such meeting.

* * * * * * *

The undersigned Secretary of the Corporation hereby certifies that the foregoing Third Amended and Restated Bylaws were adopted by the Board of Directors as of November 2, 2017.

/s/ Cheri D. Duncan

Cheri D. Duncan, Secretary

Exhibit 10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement ( “Agreement” ), dated as of [ ], is by and between Citizens, Inc., a Colorado corporation (the “Company” ), and [ ] (the “Indemnitee” ).

WHEREAS Indemnitee is a non-director officer of the Company;

WHEREAS, in light of the potential for continued changes in the Company’s ongoing business model, the Company and Indemnitee each recognize the increased risk of litigation and other claims being asserted against officers of the Company;

WHEREAS the board of directors of the Company (the “ Board ”) is concerned that the risk of litigation may cause some current officers to consider leaving their jobs and otherwise have an adverse effect on the Company’s ability to attract and retain qualified officers to lead the Company through its business transition; and

WHEREAS the Board believes that expansion of advancement and indemnity rights to non-director officers beyond what is currently available under the bylaws of the Company is necessary, proper, and advisable to enhance the ability of the Company to attract and retain the most capable officers, and is therefore in the best interests of the Company; and

WHEREAS, concurrently with the execution and delivery of this Agreement, the Board has amended the bylaws of the Company, to the extent required, to authorize the indemnification of non-director officers, and the advancement of expenses thereto, to the fullest extent authorized or permitted by Colorado law; and

WHEREAS, in recognition of the need to provide Indemnitee with substantial protection against personal liability to procure Indemnitee’s [continued] service as an officer of the Company and enhance Indemnitee’s ability to serve the Company effectively, and to provide that protection pursuant to express contractual rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents” ), any change in the composition of the Board or any change in control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1(f) below) to, Indemnitee as set forth in this Agreement and for the [continued] coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

NOW, THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to [continue to] provide services to the Company, the parties agree as follows:

1. Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

(a) “ Beneficial Owner ” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ).

(b) “ Claim ” means:

(i) any threatened, pending or completed action, suit, proceeding, or alternative dispute resolution mechanism, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law or regulation, and/or any appeal therefrom; or

(ii) any formal or informal inquiry, hearing, or investigation that the Indemnitee determines could reasonably be expected to lead to the institution of any such action, suit, proceeding, or alternative dispute resolution mechanism.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(e) “ Expenses ” means any and all costs and expenses, including attorneys’ and experts’ fees, court costs, transcript costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection with investigating, defending, being a witness in, or participating in, or preparing to defend, be a witness in, or participate in, any Claim. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Claim, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent and (ii) for purposes of Section 23 only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be reasonable.

(f) “ Expense Advance ” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 4 or Section 23 .

(g) “Indemnifiable Event” means any event or occurrence, whether occurring before, on, or after the date of this Agreement, arising from or in connection with or otherwise related to the fact that Indemnitee is or was a director, officer, employee, or agent of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee, or agent of any other corporation, limited liability company, partnership, joint venture, trust, or other entity or enterprise (collectively with the Company, “Enterprise” ) or by reason of any action or inaction (or alleged action or inaction) by Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss is incurred for which indemnification can be provided under this Agreement).

(h) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently performs, nor in the past three years has performed, services for either: (i) the Company or Indemnitee (other than in connection with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other party to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i) “ Losses ” means any and all Expenses, losses, damages, liabilities, judgments, penalties, fines (including any excise tax assessed with respect to an employee benefit plan), amounts paid or payable in settlement, and any interest charges imposed in respect of any thereof, including any interest, assessments, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, and all other charges paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim.

(j) “ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity, or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.

(k) “ Proper Group Determination ” means a determination by the Board via a majority vote of those present at a meeting at which a quorum is present, which quorum shall consist of Disinterested Directors. If a quorum cannot be obtained, the Proper Group Determination shall be made by a majority vote of a committee of the Board that has been designated by the Board, which committee shall consist of two or more Disinterested Directors, except that directors who are parties to the proceeding may participate in the designation of Disinterested Directors for the committee. Finally, if such a quorum of the Board cannot be obtained and such a committee cannot be established, or even if a quorum is obtained or the committee is designated and a majority of the directors constituting such quorum or committee so directs, the Proper Group Determination shall be made: (i) by Independent Counsel selected in the manner contemplated by the first two sentences of this definition of Proper Group Determination, or if such a quorum of the full Board cannot be obtained and such a committee cannot be established, by Independent Counsel selected by a majority vote of the full Board (including directors who are parties to the action) or (ii) by the shareholders.

(l) “Standard of Conduct Determination” shall have the meaning ascribed to it in Section 8(b) below.

2. Services to the Company . Indemnitee agrees to serve as an officer of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is no longer serving in such a capacity. This Agreement shall not be deemed

an employment agreement between the Company (or any of its subsidiaries or Enterprise) and Indemnitee. Indemnitee specifically acknowledges that his or her service to the Company or any of its subsidiaries or Enterprise is at will and Indemnitee may be discharged at any time for any reason, with or without cause, except as otherwise may be provided in any written employment agreement between Indemnitee and the Company (or any of its subsidiaries or Enterprise), other applicable formal severance policies duly adopted by the Board or, with respect to service as an officer of the Company, by the Company’s Constituent Documents or Colorado law. This Agreement shall continue in force after Indemnitee has ceased to serve as an officer of the Company or, at the request of the Company, of any of its subsidiaries or Enterprise, as provided in Section 11 hereof.

3. Indemnification . Subject to Section 8 and Section 9 of this Agreement, if Indemnitee at any time was or is or becomes a party to, witness in, or participant in, or is threatened to be made a party to, witness in, or participant in, any Claim or Claims by reason of or arising in whole or in part out of any Indemnifiable Event, including, without limitation, any Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness, the Company shall indemnify Indemnitee, and hold Indemnitee harmless, from and against any and all Losses incurred by Indemnitee as a result of, or otherwise in connection with, such Claim or Claims, in each and any case to the fullest extent authorized or permitted by the laws of the State of Colorado. For the avoidance of doubt, “the fullest extent authorized or permitted by the laws of the State of Colorado” shall include, but not be limited to: (i) the fullest extent authorized or permitted by the Colorado Business Corporation Act (the “ Act ” ) as in effect on the date hereof; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement and any change in judicial interpretation of the Act which occurs after the date of this Agreement, in each case, that increases the extent to which a corporation may indemnify its non-director officers; provided that no change in the Act, by way of amendment, replacement, judicial interpretation, or otherwise, shall have the effect of reducing the benefits available to the Indemnitee hereunder under Colorado Law as in effect on the date hereof or as such benefits may subsequently be increased as a result of any amendment, replacement, judicial interpretation, or other change.

4. Advancement of Expenses . Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Claim by reason of or arising out of an Indemnifiable Event, in each and any case to the fullest extent authorized or permitted by the laws of the State of Colorado. Without limiting the generality or effect of the foregoing, within ten days after any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall provide such supporting documentation as the Company may reasonably request but shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Execution and delivery to the Company of this Agreement by Indemnitee constitutes an irrevocable undertaking by Indemnitee to repay any amounts paid, advanced or reimbursed by the Company pursuant to this Section 4 in respect of Expenses

relating to, arising out of or resulting from any Claim in respect of which it shall be determined, pursuant to Section 8 , following the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreement. Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and shall be accepted without reference to Indemnitee’s financial ability to make repayment. No interest shall be charged thereon.

5. Partial Indemnity . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6. Notification and Defense of Claims .

(a) Notification of Claims . Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based on the information then available to Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company hereunder shall not relieve the Company from any liability hereunder unless the Company’s ability to participate in the defense of such claim was materially and adversely affected by such failure; however, the Company shall not be liable to indemnify Indemnitee under this Agreement with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not given a reasonable opportunity to participate at its expense in the defense of such action. If at the time of the receipt of such notice, the Company has directors’ and officers’ liability insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available, the Company shall use reasonable efforts to give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company.

(b) Defense of Claims . The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Claim,

or (iii) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate counsel shall be borne by the Company.

7. Procedure upon Application for Indemnification . In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Claim, provided that documentation and information need not be so provided to the extent that provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification in accordance with Section 8 below.

8. Determination of Right to Indemnification .

(a) Indemnification for Successfully-Defended Claims; Indemnification as a Witness .

(i) To the extent that Indemnitee shall have been successful, on the merits or otherwise, in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 3 to the fullest extent authorized or permitted by the laws of the State of Colorado, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

(ii) To the extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent authorized or permitted by the laws of the State of Colorado and no Standard of Conduct Determination (as defined in Section 8(b) ) shall be required.

(c) To the fullest extent authorized or permitted by the laws of the State of Colorado, the Company shall indemnify and hold harmless Indemnitee from and against and, if requested by Indemnitee, shall advance to Indemnitee, within ten days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination.

(d) Making the Standard of Conduct Determination . The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 8(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct Determination under Section 8(b) shall not have made a determination within 30 days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 7 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then, to the fullest extent authorized or permitted by the laws of the State of Colorado, Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30 day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.

(e) Payment of Indemnification . If, in regard to any Losses:

(i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a) ; or

(ii) no Standard Conduct Determination is legally required as a condition to the indemnification of Indemnitee hereunder; or

(iii) it is determined pursuant to Section 8(b) that Indemnitee has satisfied the applicable standard of conduct required as a condition to indemnification under Colorado Law (or Indemnitee is deemed to have satisfied such applicable standard of conduct pursuant to Section 8(d) );

then the Company shall pay to Indemnitee, within ten days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

(f) Selection of Independent Counsel for Standard of Conduct Determination . If a Proper Group Determination is to be made by Independent Counsel pursuant to Section 1(l) , the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. Indemnitee may, within five days after receiving written notice of selection from the Company, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the

criteria set forth in the definition of “Independent Counsel” in Section 1(i) , and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit; and (ii) the Company may, at its option, select an alternative Independent Counsel and give written notice to Indemnitee advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence and numbered clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 8(f) to make the Proper Group Determination shall have been selected within 20 days after the Company gives its initial notice pursuant to the first sentence of this Section 8(f) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 8(f) , as the case may be, either the Company or Indemnitee may petition the Court to resolve any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by the Court or such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with any Proper Group Determination by Independent Counsel.

(g) Presumptions and Defenses .

(i) Indemnitee ’ s Entitlement to Indemnification . In making any Proper Group Determination with eligibility of Indemnitee under Colorado law to be indemnified and/or receive Expense Advances hereunder, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification and/or Expense Advances, and the Company shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any such Proper Group Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Court. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct for indemnification or Expense Advances may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or Expense Advances by the Company hereunder or to create a presumption that Indemnitee has not met any applicable standard of conduct.

(ii) Reliance as a Safe Harbor . For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good

faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.

(iii) No Other Presumptions . For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is otherwise not permitted.

(iv) Defense to Indemnification and Burden of Proof . It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.

(v) Resolution of Claims . The Company acknowledges that a settlement or other disposition short of final judgment may be successful on the merits or otherwise for purposes of Section 8(a)(i) if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Claim relating to an Indemnifiable Event to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise for purposes of Section 8(a)(i) . The Company shall have the burden of proof to overcome this presumption.

9. Exclusions from Indemnification . Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:

(a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee (including any proceedings against the Company or its directors, officers, employees or other indemnitees) and not by way of defense, except (i) proceedings referenced in Section 23 (unless a court of competent jurisdiction determines that such proceeding was not made in good faith or was frivolous) and (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings;

(b) indemnify Indemnitee if a final decision by a court of competent jurisdiction (which final decision is not subject to appeal) determines that such indemnification is prohibited by applicable law;

(c) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or

(d) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act or under any rules or regulations related to clawbacks of compensation adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act).

10. Settlement of Claims . The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent, which shall not be unreasonably withheld. The Company shall not settle any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the Indemnitee without the Indemnitee’s prior written consent.

11. Duration . All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is an officer or employee of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent of another Enterprise) and shall continue thereafter (i) so long as Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including any rights of appeal thereto) commenced by Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either case, he or she may have ceased to serve in such capacity at the time of any such Claim or proceeding.

12. Non-Exclusivity . The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, the Act, any other contract or otherwise (collectively, “Other Indemnity Provisions” ); provided, however, that (a) to the

extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

13. Liability Insurance . For the duration of Indemnitee’s service as an officer, director, agent, or employee of the Company or any subsidiary of the Company, and thereafter for so long as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies of directors’ and officers’ liability insurance providing coverage that is appropriate in the good faith determination of a majority of the Board. Prior to the termination of any such insurance policy, if the Company would otherwise have no insurance policy then in place that would cover Indemnitee for any Claims that might thereafter be made with respect to Indemnifiable Events occurring while Indemnitee was an officer, director, agent, or employee of the Company or any subsidiary of the Company, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to obtain run-off or “tail” coverage with respect to all Claims covered by any policies of directors’ and officers’ liability insurance obtained by the Company pursuant to the preceding sentence, to extend the discovery or reporting period for such Claims through the six-year period following any Indemnifiable Event to which any such Claim relates. In all policies of directors’ and officers’ liability insurance maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company’s officers or directors by such policy. Upon request, the Company will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials.

14. No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.

15. Subrogation . In the event of payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee. Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

16. Amendments . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party

against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

17. Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all, substantially all, or a substantial part of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part of the business and/or assets of the Company, by written agreement in form and substances satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

18. Severability . The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Upon any such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

19. Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be duly given if delivered by hand, against receipt, or mailed, by postage prepaid, certified or registered mail:

(a) if to Indemnitee, to the address set forth on the signature page hereto.

(b) if to the Company, to:

Citizens, Inc.

Attn: General Counsel

2900 Esperanza Crossing, 2 ^nd Floor

Austin, Texas 78758

Telephone: (512) 837-7100

Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the third business day after mailing.

20. Governing Law and Forum . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the

federal and state courts located in Travis County, Texas, as applicable (the “ Courts ”) and not in any other state or federal court in the United States, (b) consent to submit to the jurisdiction of the Courts for purposes of any action or proceeding arising out of or in connection with this Agreement, and (c) waive, and agree not to plead or make, any claim that the Court lacks venue or that any such action or proceeding brought in the Court has been brought in an improper or inconvenient forum.

21. Headings . The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.

22. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, but all of which together shall constitute one and the same Agreement.

23. Indemnification for Expenses in Enforcing Rights . To the fullest extent authorized or permitted by the laws of the State of Colorado, the Company shall also indemnify against, and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 4 , any Expenses actually and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement or any Other Indemnity Provisions relating to Claims relating to Indemnifiable Events, and/or (b) recovery under any directors’ and officers’ liability insurance policies from time to time maintained or required to be maintained by the Company. However, if Indemnitee is ultimately determined not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced under this Section 23 shall be repaid.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


CITIZENS, INC.
By:
Name:
Title:



INDEMNITEE


By:
Name:
Address:

Exhibit 10.2

INDEMNIFICATION AGREEMENT

This Indemnification Agreement ( “Agreement” ), dated as of [ ], is by and between Citizens, Inc., a Colorado corporation (the “Company” ), and [ ] (the “Indemnitee” ).

WHEREAS Indemnitee is a director of the Company;

WHEREAS the Company and Indemnitee each recognize the increased risk of litigation and other claims being asserted against directors of public companies;

WHEREAS the board of directors of the Company (the “Board” ) has determined that enhancing the ability of the Company to retain and attract the most capable directors is in the best interests of the Company and that the Company should therefore seek to assure such persons that indemnification and insurance coverage is available; and

WHEREAS, in recognition of the need to provide Indemnitee with substantial protection against personal liability to procure Indemnitee’s [continued] service as a director of the Company and enhance Indemnitee’s ability to serve the Company effectively, and to provide that protection pursuant to express contractual rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents” ), any change in the composition of the Board or any change in control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1(f) below) to, Indemnitee as set forth in this Agreement and for the [continued] coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

NOW, THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to [continue to] provide services to the Company, the parties agree as follows:

1. Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

(a) “ Beneficial Owner ” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ).

(b) “ Claim ” means:

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(f) “ Expense Advance ” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 4 or Section 23 .

(h) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently performs, nor in the past three years has performed, services for either: (i) the Company or Indemnitee (other than in connection with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other party to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i) “ Losses ” means any and all Expenses, judgments, penalties, fines (including any excise tax assessed with respect to an employee benefit plan), amounts paid in settlement, and any interest charges imposed in respect of any thereof.

(j) “Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity, or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.

(l) “Standard of Conduct Determination” shall have the meaning ascribed to it in Section 8(b) below.

2. Services to the Company . Indemnitee agrees to serve as a director of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is no longer serving in such a capacity. This Agreement shall not be deemed an employment agreement between the Company (or any of its subsidiaries or Enterprise) and Indemnitee. Indemnitee specifically acknowledges that his or her service to the Company or any of its subsidiaries or Enterprise is at will and Indemnitee may be discharged at any time for any reason, with or without cause, except as otherwise may be provided in any written employment agreement between Indemnitee and the Company (or any of its subsidiaries or Enterprise), other applicable formal severance policies duly adopted by the Board or, with respect to service as a director of the Company, by the Company’s Constituent Documents or Colorado law. This Agreement shall continue in force after Indemnitee has ceased to serve as a director of the Company or, at the request of the Company, of any of its subsidiaries or Enterprise, as provided in Section 11 hereof.

fullest extent authorized or permitted by the laws of the State of Colorado” shall include, but not be limited to: (i) the fullest extent authorized or permitted by the Colorado Business Corporation Act (the “Act” ) as in effect on the date hereof; and (ii) the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement and any change in judicial interpretation of the Act which occurs after the date of this Agreement, in each case, that increases the extent to which a corporation may indemnify its directors; provided that no change in the Act, by way of amendment, replacement, judicial interpretation, or otherwise, shall have the effect of reducing the benefits available to the Indemnitee hereunder under Colorado Law as in effect on the date hereof or as such benefits may subsequently be increased as a result of any amendment, replacement, judicial interpretation, or other change.

(a) a Proper Group Determination that the facts as then known to the group would not preclude indemnification; and

(b) Indemnitee’s written affirmation that: (a) in his or her good faith belief, Indemnitee has conducted himself or herself in good faith and in a manner he or she reasonably believed was (i) in the case of conduct in Indemnitee’s official capacity with the Company, in the Company’s best interests, and (ii) in all other cases, not opposed to the Company’s best interests; and (b) in the case of any criminal proceeding, Indemnitee had no reasonable cause to believe that his or her conduct was unlawful.

Without limiting the generality or effect of the foregoing, within ten days after any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall provide such supporting documentation as the Company may reasonably request but shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Execution and delivery to the Company of this Agreement by Indemnitee constitutes an irrevocable undertaking by Indemnitee to repay any amounts paid, advanced or reimbursed by the Company pursuant to this Section 4 in respect of Expenses relating to, arising out of or resulting from any Claim in respect of which it shall be determined, pursuant to Section 8 , following the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder. No other form of undertaking shall be required other than the execution of this Agreement. Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and shall be accepted without reference to Indemnitee’s financial ability to make repayment. No interest shall be charged thereon.

6. Notification and Defense of Claims .

Indemnitee is entitled to indemnification following the final disposition of the Claim, provided that documentation and information need not be so provided to the extent that provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification in accordance with Section 8 below.

8. Determination of Right to Indemnification .

(a) Indemnification for Successfully-Defended Claims; Indemnification as a Witness .

(b) Standard of Conduct Determination . To the extent that the provisions of Section 8(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 3 , to the fullest extent authorized or permitted by the laws of the State of Colorado, provided that any determination of whether Indemnitee has satisfied any applicable standard of conduct under Colorado law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim, and any determination that Expense Advances in respect of such Claims must be repaid to the Company (in either case, a “ Standard of Conduct Determination ” ), shall be made by Proper Group Determination. Without limiting the generality of the foregoing, to the extent required by the laws of the State of Colorado, the Standard of Conduct Determination for indemnification covered by this Section 8(b) shall include the determination: (a) that Indemnitee’s conduct was in good faith; (b) that Indemnitee reasonably believed that such conduct was (i) in case of conduct in Indemnitee’s official capacity with the Company, in the Company’s best interests, and (ii) in all other cases, not opposed to the Company’s best interests; and (c) in the case of any criminal proceeding, that Indemnitee had no reasonable cause to believe that his or her conduct was unlawful.

(e) Payment of Indemnification . If, in regard to any Losses:

(i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a) ; or

(ii) no Standard Conduct Determination is legally required as a condition to the indemnification of Indemnitee hereunder; or

(g) Presumptions and Defenses .

9. Exclusions from Indemnification . Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:

(b) indemnify Indemnitee if a final decision by a court of competent jurisdiction (which final decision is not subject to appeal) determines that such indemnification is prohibited by applicable law;

11. Duration . All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is a director of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent of another Enterprise) and shall continue thereafter (i) so long as Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including any rights of appeal thereto) commenced by Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either case, he or she may have ceased to serve in such capacity at the time of any such Claim or proceeding.

13. Liability Insurance . For the duration of Indemnitee’s service as an officer, director, agent, or employee of the Company or any subsidiary of the Company, and thereafter for so long as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies of directors’ and officers’ liability insurance providing coverage that is appropriate in the good faith determination of a majority of the Board. Prior to the termination of any such insurance policy, if the Company would otherwise have no insurance policy then in place that would cover Indemnitee for any Claims that might thereafter be made with respect to Indemnifiable Events occurring while Indemnitee was an officer, director, agent, or employee of the Company or any subsidiary of the Company, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to obtain run-off or “tail” coverage with respect to all Claims covered by any policies of directors’ and officers’ liability insurance obtained by the Company pursuant to the preceding sentence, to extend the discovery or reporting period for such Claims through the six-year period following any Indemnifiable Event to which any such Claim relates. In all policies of directors’ and officers’ liability insurance maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company’s directors by such policy. Upon request, the Company will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials.

of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

(a) if to Indemnitee, to the address set forth on the signature page hereto.

(b) if to the Company, to:

Citizens, Inc.

Attn: General Counsel

2900 Esperanza Crossing, 2 ^nd Floor

Austin, Texas 78758

Telephone: (512) 837-7100

any other state or federal court in the United States, (b) consent to submit to the jurisdiction of the Courts for purposes of any action or proceeding arising out of or in connection with this Agreement, and (c) waive, and agree not to plead or make, any claim that the Court lacks venue or that any such action or proceeding brought in the Court has been brought in an improper or inconvenient forum.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


CITIZENS, INC.
By:
Name:
Title:



INDEMNITEE


By:
Name:
Address: