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Citizens Inc – ‘PRE 14A’ for 3/4/04

On: Friday, 1/16/04, at 5:20pm ET · For: 3/4/04 · Accession #: 1035704-4-31 · File #: 0-16509

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/16/04  Citizens Inc                      PRE 14A     3/04/04    1:56K                                    Bowne BDN/FA

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Statement - Special Meeting         29     88K 

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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[X]  Preliminary Proxy Statement                                                
[ ]  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY              
RULE 14a-6(e)(2))                                                     
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to Section 240.14a-12                         

Citizens, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)                                

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):                              

[X]  No fee required.                                                           

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

1) Title of each class of securities to which transaction applies:    

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2) Aggregate number of securities to which transaction applies:       

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3) Per unit price or other underlying value of transaction computed   
     pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):      

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4) Proposed maximum aggregate value of transaction:                   

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5) Total fee paid:                                                    

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[ ]  Fee paid previously with preliminary materials.                            

[ ]  Check box if any part of the fee is offset as provided by Exchange Act     
  Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
 paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.           

1) Amount Previously Paid:                                            

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2) Form, Schedule or Registration Statement No.:                      

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3) Filing Party:                                                      

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4) Date Filed:                                                        

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The Securities and Exchange Commission should contact:                          

Reid A. Godbolt, Esq.                             
David A. Thayer, Esq.                             
Jones & Keller, P.C.                              
1625 Broadway, Suite 1600                         
Denver, Colorado 80202                            
303-573-1600 (telephone)                          
303-573-0769 (facsimile)                          

with respect to comments.                                                       

PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION         
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A   
CURRENTLY VALID OMB CONTROL NUMBER.                                             

SEC 1913 (02-02)                                                                

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CITIZENS, INC.
400 EAST ANDERSON LANE
 AUSTIN, TEXAS 78752
(512) 837-7100

--------------------------------------------------------------------------------

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
 MARCH 4, 2004

--------------------------------------------------------------------------------

To the Shareholders of Citizens, Inc.:                                          

DATE:  March 4, 2004                                                            
TIME:  10:00 a.m. Central time                                                  
PLACE: 400 East Anderson Lane                                                   
Austin, Texas                                                     

WE ARE HOLDING THIS MEETING:                                                    

       1.       To consider and act upon a proposal to amend our Articles of
                 Incorporation to (i) increase the number of authorized shares
              of our Class A common stock from 50,000,000 to 100,000,000
               shares and (ii) increase the number of authorized shares of
                our Class B common stock from 1,000,000 to 2,000,000 shares.

       2.       To consider and act upon a proposal to amend our Articles of
             Incorporation to create an authorized class of 25,000,000
              shares of preferred stock available for future issuance in
                series with terms and preferences designated by our Board of
Directors.                                  

        3.       To consider and act upon a proposal to amend Article V of our
               Articles of Incorporation to increase the maximum number of
                  directors on our Board of Directors from nine members to up to
15 members.                                 

     4.       To transact any other business properly brought before the
meeting or any adjournment thereof.         

      You are cordially invited to attend the meeting in person. To ensure
that you are represented at the meeting, please fill in, sign, and return the   
enclosed proxy card as promptly as possible. Your early attention to the proxy  
statement and proxy card will be greatly appreciated. IF YOUR SHARES ARE HELD IN
STREET OR NOMINEE NAME, PLEASE RESPOND TO THE RECORD HOLDER'S COMMUNICATION WITH
YOU AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE REPRESENTED AT THE MEETING.  

                                            By Order of the Board of Directors

                              /s/ Marcia F. Emmons
                                     Marcia F. Emmons, Secretary

January 26, 2004                                                                

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CITIZENS, INC.
400 EAST ANDERSON LANE
 AUSTIN, TEXAS 78752

 PROXY STATEMENT

 SPECIAL MEETING OF SHAREHOLDERS

 This Proxy Statement is furnished to you in connection with the
solicitation of proxies by our Board of Directors for use at our special meeting
of shareholders to be held at 10:00 a.m. Central time on March 4, 2004, at our  
headquarters located at 400 East Anderson Lane, Austin, Texas. This Proxy       
Statement and the enclosed proxy card were sent to shareholders on or about     
January 26, 2004.                                                               

The following matters will be acted on at our meeting:        

      1.       To consider and act upon a proposal to amend Article III of
               our Articles of Incorporation to (i) increase the number of
                 authorized shares of our Class A common stock from 50,000,000
         to 100,000,000 shares and (ii) increase the number of
                authorized shares of our Class B common stock from 1,000,000
to 2,000,000 shares.                        

      2.       To consider and act upon a proposal to amend Article III of
                  our Articles of Incorporation to create an authorized class of
             25,000,000 shares of preferred stock available for future
               issuance in series with terms and preferences designated by
our Board of Directors.                     

        3.       To consider and act upon a proposal to amend Article V of our
               Articles of Incorporation to increase the maximum number of
                  directors on our Board of Directors from nine members to up to
15 members.                                 

     4.       To transact any other business properly brought before the
meeting or any adjournment thereof.         

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GENERAL INFORMATION ABOUT VOTING

Who can vote?                                                                   

       Holders of our Class A and Class B common stock can vote their shares
if our records show that you owned the shares on January 22, 2004. A total of   
34,935,419 shares of Class A common stock and 874,935 shares of Class B common  
stock can vote at the meeting. Each share of common stock is entitled to one    
vote. Each proxy card indicates the number of shares that you will be entitled  
to vote at the meeting.                                                         

How do I vote by proxy?                                                         

    Follow the instructions on the enclosed proxy card to vote on each
proposal to be considered at the meeting. Sign and date the proxy card and mail 
it back to us in the enclosed envelope. The proxyholders named on the proxy card
will vote your shares as you instruct. If you sign and return the proxy card but
do not vote on a matter, the proxyholders will vote for you on that proposal.   
Unless you instruct otherwise, the proxyholders will vote:                      

   -        for the proposal to amend Article III of our Articles of
                 Incorporation to (i) increase the number of authorized shares
              of our Class A common stock from 50,000,000 to 100,000,000
               shares and (ii) increase the number of authorized shares of
                our Class B common stock from 1,000,000 to 2,000,000 shares;

   -        for the proposal to amend Article III of our Articles of
             Incorporation to create an authorized class of 25,000,000
              shares of preferred stock available for future issuance in
                series with terms and preferences designated by our Board of
Directors;                                  

 -        for the proposal to amend Article V of our Articles of
                Incorporation to increase the maximum number of directors on
                 our Board of Directors from nine members to up to 15 members.

    -        in the discretion of the proxyholders with respect to any
      other matters properly brought before the meeting.

What if other matters come up at the meeting?                                   

       The matters described in this proxy statement are the only matters we
know will be voted on at the meeting. If other matters are properly presented at
the meeting, the proxyholders will vote your shares in their discretion.        

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Can I change my vote after I return my proxy card?                              

     Yes. At any time before the vote on a proposal, you can change your
vote either by giving our secretary, Marcia F. Emmons, at our address shown     
above, a written notice revoking your proxy card or by signing, dating, and     
returning to us a new proxy card. We will honor the proxy card with the latest  
date.                                                                           

Can I vote in person at the meeting rather than by completing the proxy card?   

    Although we encourage you to complete and return the proxy card to
ensure that your vote is counted, you can attend the meeting and vote your      
shares in person, even if you have previously completed and returned a proxy    
card.                                                                           

What do I do if my shares are held in "street name"?                            

       If your shares are held by your broker, a bank, or other nominee, you
will probably receive this proxy statement from them with instructions for      
voting your shares. Please respond quickly so that they may represent you.      

 If your shares are held in the name of a broker, bank, or other
nominee, and you do not tell that person how to vote your shares (so-called     
"broker non-votes"), that person can vote them as they see fit only on matters  
that self regulatory organizations determine to be routine, and not on any other
proposal such as the proposals to amend our Articles of Incorporation. Broker   
non-votes will be counted as present to determine if a quorum exists, but will  
not be counted as present and entitled to vote on any non-routine proposal.     

How are votes counted?                                                          

    We will proceed with the shareholders meeting if at least one-third of the
outstanding shares of common stock entitled to vote either sign and return their
proxy cards or attend the meeting. If you sign and return your proxy card, your 
shares will be counted to determine whether we have a quorum even if you abstain
or fail to vote on any of the proposals listed on the proxy card. With respect  
to the three proposals to amend our Articles of Incorporation, each proposal    
will require the approval of at least a majority of the shares of the Class A   
and Class B common stock issued and outstanding, with each class voting         
separately as a voting group.                                                   

Who pays for this proxy solicitation?                                           

       We will pay the cost of this solicitation. In addition to sending you
these materials, some of our officers or directors may contact you by telephone,
by mail, or in person. None of these individuals will receive any extra         
compensation for doing this.                                                    

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

       We have two classes of common stock. Both classes of common stock are
equal in all respects, except that (i) Class B common shareholders elect a      
simple majority of the Board of Directors of the Company and Class A common     
shareholders elect the remaining directors; and (ii) Class A shareholders       
receive, on a per-share basis, twice the cash dividends paid on a per-share     
basis to Class B shareholders. Each outstanding share of common stock has one   
vote in all matters to be considered at the meeting.                            

    Management knows of no matters to be submitted at the Meeting with
respect to which the shareholders are entitled to vote, other than the proposals
described in this proxy statement. In the event other matters properly come     
before the Meeting, the persons named in the proxy will vote according to their 
best judgment.                                                                  

         The following table shows, as of December 31, 2003, certain information
with regard to the beneficial ownership of our Common Stock:                    

-        by each of our executive officers and directors,     
         -        by all of our executive officers and directors as a group, and
     -        by each person who is known by us to own beneficially more
than 5% of our outstanding common stock.    

                                                                [Download Table]

                                     SHARES OWNED AND       PERCENT OF 
      NAME AND ADDRESS            NATURE OF OWNERSHIP(1)      CLASS    
------------------------------    ----------------------    ---------  
                                                                       
Harold E. Riley                   4,765,483 Class A (2)           13.6%
400 E. Anderson Lane                874,935 Class B (2)          100.0%
Austin, TX 78752                                                       

Rick D. Riley                       681,161 Class A (3)            1.9%
400 E. Anderson Lane                                                   
Austin, TX 78752                                                       

Ray A. Riley                        417,124 Class A (4)            1.2%
400 E. Anderson Lane                                                   
Austin, TX 78752                                                       

Timothy T. Timmerman                  7,937 Class A                 (5)
2490 FM 685                                                            
Hutto, TX 78634                                                        

Steven F. Shelton                     2,654 Class A                 (5)
7359 Road X                                                            
Lamar, Colorado 81052                                                  

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                                                                [Download Table]
                                                                         
Mark A. Oliver                           5,468 Class A                (5)
400 E. Anderson Lane                                                     
Austin, TX 78752                                                         

Marcia F. Emmons                            39 Class A                (5)
400 E. Anderson Lane                                                     
Austin, TX 78752                                                         

David J. Mehle                                      --                (5)
400 E. Anderson Lane                                                     
Austin, TX 78752                                                         

Dr. E. Dean Gage                         1,086 Class A                (5)
Texas A&M University                                                     
College of Veterinary Medicine                                           
College Station, Texas 77843                                             

Dr. Richard C. Scott                               --                 (5)
Baylor University                                                        
University Development                                                   
Robinson Tower, 8th Floor                                                
Waco, Texas 76798                                                        

All executive officers              5,880,952 Class A             16.8%  
    and directors as                                             100.0%  
    a group (ten persons)             874,935 Class B                    

-----------                                                                     
(1)      Except as otherwise indicated, each person named in the table has sole 
     voting and investment power with respect to all shares beneficially
owned, subject to applicable community property law.          

(2)      Owns 4,405,547 Class A shares directly and spouse owns 359,936 Class A 
shares. The Harold E. Riley Trust, of which Mr. Riley is the  
     controlling Trustee, owns all of the 874,935 issued and outstanding
shares of Class B common stock.                               

(3)      Owns 411,532 Class A shares directly, 22,165 Class A shares as joint   
         tenant with spouse, and 227,940 and 19,524 Class A shares indirectly as
trustee for minor children and spouse, respectively.          

(4)      Owns 253,382 Class A shares directly, 20,805 Class A shares as joint   
      tenant with spouse, and 142,937 Class A shares indirectly as trustee
for minor children.                                           

(5)      Owns less than one percent (1%).                                       

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We are not aware of any arrangement, including any pledge by any person, of our 
common stock, the operation of which may at a subsequent date result in a change
of control of the company.                                                      

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BACKGROUND FOR PROPOSALS 1 THROUGH 3

        We were incorporated in Colorado in November 1977. Over the years, our
shareholders have approved various amendments to our Articles of Incorporation, 
some amendments which have amended earlier amendments. Because our Articles of  
Incorporation and amendments thereto date back over a period of 25 years, it is 
difficult to determine the content of our Articles of Incorporation as currently
in effect since the whole of the articles are in multiple filings over the      
years. The Colorado Business Corporation Act ("CBCA"), which is the current law 
that controls corporations formed in Colorado, allows Colorado corporations to  
restate their Articles of Incorporation in order to bring the original articles 
and all amendments thereto into one document. We are restating our Articles of  
Incorporation for purposes of clarity.                                          

     Under the CBCA, a restatement of articles of incorporation does not
require shareholder approval since the action simply combines existing articles 
into one document. However, the CBCA also allow Colorado corporations to amend  
their articles of incorporation while restating the articles. The CBCA requires 
shareholder approval for any amendments to our Articles of Incorporation. Our   
Board of Directors is recommending to our shareholders three separate amendments
which are described in the three proposals which follow. We have attached a copy
of our Articles of Incorporation, restated and as proposed to be amended, as    
Appendix A to this proxy statement.                                             

 PROPOSAL NO. 1 TO AMEND OUR ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK

General                                                                         

    To provide for our future capital needs, our Board of Directors on
January 9, 2004, unanimously adopted a resolution, subject to shareholder       
approval, to amend Article III of our Articles of Incorporation to provide      
additional authorized shares of common stock (a copy of Article III, as it is   
proposed to be amended, is attached to this proxy statement as Appendix A). The 
proposal provides for an increase in the authorized number of shares of our     
Class A common stock from 50,000,000 to 100,000,000 shares, and for an increase 
in the authorized number of shares of our Class B common stock from 1,000,000 to
2,000,000 shares.                                                               

         Both classes of common stock are equal in all respects, except that (i)
Class B common shareholders elect a simple majority of the Board of Directors of
the Company and Class A common shareholders elect the remaining directors; and  
(ii) Class A shareholders receive, on a per-share basis, twice the cash         
dividends paid on a per-share basis to Class B shareholders. Each outstanding   
share of common stock has one vote in all matters to be considered at the       
Meeting. In the election of directors, the nominees receiving the highest       

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number of votes cast in their favor will be elected to our board, subject to the
right of the Class B shareholders to elect a simple majority of the directors.  

        Of our presently authorized 50,000,000 shares of Class A common stock,
as of December 31, 2003, 37,674,293 shares were issued including 2,738,874      
shares in treasury. No shares are reserved for future issuance. Therefore, we   
have approximately 12,325,707 authorized, unissued, and unreserved shares of    
Class A Common stock.                                                           

       Of our presently authorized 1,000,000 shares of Class B common stock,
874,935 shares are outstanding and no shares are reserved for future issuance.  
Therefore, we have 125,065 authorized, unissued, and unreserved shares of Class 
B Common stock. All of the outstanding Class B shares are owned by the Harold E.
Riley Trust, of which our Chairman, Harold E. Riley, is trustee.                

Increase of the Class A and B Common Stock Authorization                        

  Our Board of Directors believes that it is in our company's best
interest to increase the number of authorized shares of Class A and B common    
stock in order to have additional authorized but unissued shares available for  
issuance to meet business needs as they arise. The Board of Directors believes  
that the availability of such additional shares will provide our company with   
the flexibility to issue common stock for possible future financing             
transactions, stock dividends or distributions, acquisitions, and other proper  
corporate purposes that may be identified by the Board of Directors. In the past
five years we have acquired five insurance companies. The sole consideration    
paid in each of these acquisitions was the issuance of shares of our Class A    
common stock to the shareholders of these companies. We have no plans,          
arrangements, agreements, or understandings at the present time regarding any   
acquisition using our common stock. However, our Board of Directors may consider
future acquisition opportunities and believes it to be in our best interests to 
have sufficient shares of Class A and Class B common stock available for our    
future financing needs. The Board of Directors does not intend to issue any     
Class A and Class B common stock except on terms that the Board of Directors    
deems to be in the best interests of our company and its shareholders.          

        The authorized shares of Class A and Class B common stock in excess of
those issued will be available for issuance at such times and for such corporate
purposes as our Board of Directors may deem advisable, without further action by
our shareholders, except as may be required by applicable law or by the rules of
the New York Stock Exchange. Upon issuance, such shares will have the same      
rights as the outstanding shares of Class A and Class B common stock. Holders of
Class A and Class B common stock have no preemptive rights.                     

        The issuance of additional shares of Class A and Class B common stock,
other than through a stock split in the form of a stock dividend, may have a    
dilutive effect on earnings per share and on the percentage voting power of     
existing shareholders. Any future issuance of Class                             

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A and Class B common stock will be subject to the rights of holders of          
outstanding shares of any preferred stock that our company may issue in the     
future if the preferred stock proposal discussed in this proxy statement is     
approved. See the discussion of Proposal No. 2 below.                           

Potential Effects of the Proposed Amendment                                     

     In deciding whether to issue additional shares of common stock, our
Board of Directors will consider the effect of the issuance on our operating    
results and our then-existing shareholders. Since the simple majority of our    
Board of Directors is elected by the holders of our Class B common stock, the   
issuance of shares of Class A common stock in the future will likely not        
significantly affect the control of our company. However, the acquisition of    
shares of our Class A common stock by an entity in order to acquire a strong    
influence on the Board of Directors and our policies might be discouraged       
through the public or private issuance of additional shares of Class A common   
stock, since such issuance would dilute the stock ownership of the acquiring    
entity. The Board of Directors is committed to increasing the underlying value  
of the shares owned by all holders in the event shares are issued. Our Board of 
Directors did not propose this amendment for the purpose of discouraging        
mergers, tender offers, proxy contests, or other changes in control of our      
company and we are not aware of any specific effort by any party to accumulate  
our Class A common stock.                                                       

        Our outstanding Class B common stock elects a majority of our Board of
Directors. All of the outstanding shares of our Class B common stock are owned  
indirectly by Harold E. Riley, Chairman of the Board, through the Harold E.     
Riley Trust. Additionally, Mr. Riley is the largest Class A shareholder.        
Therefore, as a practical matter, Mr. Riley has effective control over          
significant corporate transactions. Additionally, cumulative voting of shares is
not permitted by our Articles of Incorporation. These factors make it more      
difficult and time consuming for a third party to acquire control of Citizens or
to change the board of directors of Citizens. Authorization of an additional one
million shares to the number of Class B common stock we can issue could have the
effect of diluting Mr. Riley's ability to effectively control the company if    
such shares were issued to a third party. We do not have any current plans,     
arrangements, agreements, or understandings at the present time regarding the   
issuance of any shares of Class B common stock.                                 

   No rights of appraisal or similar rights of dissenters exist with
respect to this proposal.                                                       

Approval by Shareholders of the Proposed Amendment                              

     Approval of the proposed amendment to our articles of incorporation
will require the affirmative vote of at least a majority of the issued and      
outstanding shares of our Class A and Class B common stock, with each class     
voting separately as a voting group. Upon approval by our shareholders, the     
proposed amendment will become effective upon filing of articles of amendment   
with the Colorado Secretary of State, which will occur as soon as practicable   
following the meeting. In the event that the proposed amendment is not approved 
by our                                                                          

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shareholders at the meeting, the current articles of incorporation relating to  
our common stock will remain in effect.                                         

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF OUR AUTHORIZED SHARES OF OUR
CLASS A AND CLASS B COMMON STOCK.                                               

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PROPOSAL NO. 2

TO CREATE AND AUTHORIZE A CLASS OF 25,000,000 SHARES
OF PREFERRED STOCK AVAILABLE FOR FUTURE ISSUANCE
 IN SERIES BY OUR BOARD OF DIRECTORS

General                                                                         

    To provide for our future capital needs, our Board of Directors on
January 9, 2004, unanimously adopted a resolution, subject to shareholder       
approval, to amend Article III of our Articles of Incorporation to create and   
authorize 25,000,000 shares of preferred stock. Our Articles of Incorporation   
currently do not provide for the issuance of preferred stock.                   

        Under the Colorado Business Corporation Act, if the proposed preferred
stock is approved by the shareholders, our Board of Directors will have the     
authority to issue one or more series of preferred stock with such voting rights
(subject to the existing rights of our common stock with respect to the election
of directors), designations, preferences, and conversion or other special       
rights, and such qualifications, limitations or restrictions, as our Board may  
designate for each series issued from time to time. As such, the preferred stock
would be available for issuance without further action by our shareholders,     
except as may be required by applicable law or pursuant to the requirements of  
the New York Stock Exchange (or other exchange or quotations system upon which  
our securities are then trading.)                                               

Discussion of Proposed Preferred Stock                                          

        Our Board of Directors believe that the creation of preferred stock is
advisable and in the best interests of us and our shareholders for several      
reasons. The authorization of the preferred stock would permit our board of     
directors to issue such stock without shareholder approval and, thereby, provide
us with maximum flexibility in structuring acquisitions, joint ventures,        
strategic alliances, capital-raising transactions and for other corporate       
purposes.                                                                       

     The preferred stock would enable us to respond promptly to and take
advantage of market conditions and other favorable opportunities without        
incurring the delay and expense associated with calling a special shareholders' 
meeting to approve a contemplated stock issuance.                               

        We do not view the authorization of the preferred stock as part of any
"anti-takeover" strategy. Any future series of preferred stock created by our   
Board of Directors would be subject to the existing rights of our Class B common
shareholders to elect a simple majority of our Board of Directors and to the    
Class A common shareholders to elect the remaining Board of Directors. However, 
the issuance of shares of preferred stock under particular circumstances could  
dilute or impair the voting power of our common stock with respect to other     
matters.                                                                        

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      We may issue preferred stock without first offering it to holders of
our common stock, as the holders of our common stock have no preemptive rights. 
The actual effect of the issuance of any shares of preferred stock upon the     
rights of holders of our common stock cannot be stated until the Board          
determines the specific rights of the holders of such series of preferred stock.
However, the effects might include, among other things, restricting dividends on
our common stock, diluting the voting power of our common stock (except with    
respect to the elections of directors), reducing the market price of our common 
stock, or impairing the liquidation rights of our common stock, without further 
action by our shareholders.                                                     

       We may consider issuing preferred stock in the future for purposes of
acquiring other businesses and raising additional capital or for other reasons. 

Potential Issuance of Preferred Stock                                           

        On January 9, 2004, we entered into a term sheet with a New York based
institutional investor ("Investor"). The term sheet outlines a proposed issuance
of up to $25 million in senior convertible preferred stock by us to the         
Investor. The letter agreement, while not a definitive agreement between the    
parties, does require both the Investor and us to negotiate in good faith       
towards a definitive agreement. The proposed preferred stock would be sold to   
the Investor for cash. Net proceeds from the sale would be used for acquisitions
and general working capital. The term sheet is subject to:                      

-        completion of due diligence by the Investor;         

-        mutual agreement on definitive terms, agreements and 
documentation;                              

        -        no material adverse change affecting us prior to closing; and

     -        approval by our shareholders of this proposal to amend our
       articles of incorporation to issue preferred stock.

      While the exact rights and terms of the proposed preferred stock are
not final, the term sheet contemplates that the series of preferred stock would 
have the following terms:                                                       

   -        Security and Issuance Amount -- $25 million of 4% Senior
              Convertible Preferred Stock, of which $20 million would be
                purchased on closing and an option to purchase an additional
$5 million for 12 months.                   

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        -        Dividend - 4% per annum, accrued to the principal face amount
               of the preferred stock, compounded quarterly and payable in
cash or shares of our Class A common stock. 

   -        Voting - None, other than class voting rights as will be
         required under the Colorado Business Corporation Act.

       -        Term/Maturity - Principal face amount of the preferred stock
              plus accrued, but unpaid, dividends would be due 60 months
after the closing.                          

  -        Payment Terms - We may pay the principal amount and any
               dividends due in cash or, at our election, in shares of our
               Class A common stock. If payment were to be made in Class A
              shares, the number of shares issued would be calculated by
                 taking the dollar amount due and dividing it by the lesser of
            (a) the conversion price or (b) 95% of the 15-day volume
               weighted average price of our Class A common shares for the
            15-day period prior to the payment date. The terms sheet
           defines the conversion price to be 110% of the weighted
                  average price of our Class A common shares for the 30 business
                 days prior to the closing of the transaction (the "Conversion
Price").                                    

  -        Forced Conversion - We would have the option to require
             conversion of the preferred stock into our Class A common
                stock if our Class A common stock trades higher than 135% of
               the Conversion Price for a period of 25 consecutive trading
days after the closing.                     

      -        Forced Redemption - If the average of the closing prices of
               our Class A common stock is less than 80% of the Conversion
                Price during any 50 day trading period after issuance of the
               preferred stock, the following the first anniversary of the
                 closing, the Investor may force us every six months to redeem
            up to 25% of any outstanding preferred stock at its face
              amount plus any accrued dividends. We have the election of
             paying any forced redemption in cash or in Class A common
               shares with the number of shares to be issued calculated in
              the same manner described under "Payment Terms" above. The
             Investor's right to force redemption is terminated if the
                 closing price of our Class A common stock exceeds 130% of the
                  Conversion Price for any 25 business day period after closing.

  -        Warrants - The Investor would also receive a seven year
              warrant to purchase shares of our Class A common stock for
              100% of the Conversion Price. The number of Class A common
                shares issuable under the warrant would be equal to 27.5% of
              the number of preferred shares issued to the Investor. The
                  warrants would contain customary anti-dilution provisions with
              respect to stock splits, stock dividends and other similar
              events. The preferred stock will not contain anti-dilution
            provisions, although the Investor will have the right to
         force redemption if we issue any equity securities or

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           equity-linked securities at a price per share below the
Conversion Price.                           

     -        Registration Rights - We will be obligated to register for
                 resale with the Securities and Exchange Commission any of the
                shares of Class A common stock issued in connection with the
transaction described above.                

         -        Borrowing Limitation - We will not be allowed to incur any new
                debt or obligations that is in any manner senior to or equal
              in right of payment or liquidation to the preferred stock;
            however, we retained the right to utilize a bank line of
credit of up to $30 million.                

        THE FOREGOING TERMS ARE NOT NECESSARILY BINDING ON US OR THE INVESTOR.
AS WE PREPARE AND NEGOTIATE DEFINITIVE AGREEMENTS WITH THE INVESTOR, THE TERMS  
OF THE PREFERRED STOCK MAY BE REVISED. SINCE APPROVAL OF THIS PROPOSAL WILL     
ALLOW OUR BOARD OF DIRECTORS TO ISSUE THE PREFERRED STOCK IN SERIES WITH TERMS  
AND RIGHTS AS IT DEEMS FIT WITHOUT SHAREHOLDER APPROVAL, OUR BOARD OF DIRECTORS 
WOULD BE ABLE TO ISSUE A SERIES OF PREFERRED STOCK WITH TERMS OR RIGHTS THAT    
VARY SIGNIFICANTLY FROM THE TERMS DESCRIBED ABOVE, WHETHER IT BE IN A           
TRANSACTION WITH THE INVESTOR OR OTHERWISE. FURTHERMORE, AS THE TERM SHEET ONLY 
OBLIGATES US AND THE INVESTOR TO NEGOTIATE IN GOOD FAITH TOWARDS DEFINITIVE     
DOCUMENTS, NEITHER PARTY IS BOUND TO COMPLETE THE TRANSACTION AS DESCRIBED      
ABOVE.                                                                          

Approval by Shareholders of the Proposed Amendment                              

     Approval of the proposed amendment to our articles of incorporation
will require the affirmative vote of at least a majority of the issued and      
outstanding shares of our Class A and Class B common stock, with each class     
voting separately as a voting group. Upon approval by our shareholders, the     
proposed amendment will become effective upon filing of articles of amendment   
with the Colorado Secretary of State, which will occur as soon as practicable   
following the meeting. In the event that the proposed amendment is not approved 
by our shareholders at the meeting, we will not be able to issue preferred stock
and we will not be able to complete our proposed financing with the Investor.   

  THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
PROPOSAL TO AMEND OUR ARTICLES OF INCORPORATION TO CREATE AN AUTHORIZED CLASS OF
25,000,000 SHARES OF PREFERRED STOCK AVAILABLE FOR FUTURE ISSUANCE IN SERIES    
WITH TERMS AND PREFERENCES DESIGNATED BY OUR BOARD OF DIRECTORS.                

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PROPOSAL NO. 3

 TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS ON OUR BOARD OF
DIRECTORS FROM NINE MEMBERS TO UP TO 15 MEMBERS 

        Considering the growth and size of our company, our Board of Directors
on January 9, 2004, unanimously adopted a resolution, subject to shareholder    
approval, to amend Article V of our Articles of Incorporation to increase the   
maximum number of directors on our Board of Directors from nine members to up to
15 members (a copy of Article V, as it is proposed to be amended, is attached to
this proxy statement as Appendix A).                                            

         Our Articles of Incorporation provide that our Board of Directors shall
consist of at least five members and not more than nine members. Our company has
grown significantly since it was incorporated 1977. We have grown to become a   
life insurance holding company with approximately 120 employees and             
approximately $400 million in assets at December 31, 2003 (unaudited). Our Class
A common stock is traded on the New York Stock Exchange ("NYSE").               

        As a life insurance holding company and stature as a company traded on
the NYSE, along with intentions to continue our growth pattern, our Board of    
Directors believes it requires the flexibility to increase the size of the Board
to meet the challenges of a complex and highly competitive insurance industry.  
In order to effectively manage and guide the business plan of the company, we   
may require Board members with diverse backgrounds, such as in sales, national  
and international business contacts and experience, insurance regulation and    
medicine (considering our significant life insurance business).                 

        Additionally, recent NYSE regulations and federal and state securities
laws require Boards of Directors of public companies to include members on the  
Board who are sophisticated in accounting matters. Current NYSE regulations     
require that we maintain an Audit Committee of the Board of Directors comprised 
of at least three independent directors, all of whom must be financially        
sophisticated and one of whom must be an accounting expert.                     

       Thus, we believe it is important to be authorized to maintain a board
size to meet the regulatory and business challenges of the insurance industry.  
Failure to obtain shareholder approval of this amendment could lead to our Board
being unprepared to effectively complete and meet the significant regulatory    
requirements of a publicly traded insurance company.                            

Approval by Shareholders of the Proposed Amendment                              

     Approval of the proposed amendment to our articles of incorporation
will require the affirmative vote of at least a majority of the issued and      
outstanding shares of our Class A and Class B common stock, with each class     
voting separately as a voting group. Upon approval by our shareholders, the     
proposed amendment will become effective upon filing of articles of             

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amendment with the Colorado Secretary of State, which will occur as soon as     
practicable following the meeting. In the event that the proposed amendment is  
not approved by our shareholders at the meeting, our Board of Directors will be 
limited to no more than nine members.                                           

  THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
PROPOSAL TO AMEND OUR ARTICLES OF INCORPORATION TO INCREASE THE MAXIMUM NUMBER  
OF DIRECTORS ON OUR BOARD OF DIRECTORS FROM NINE MEMBERS TO UP TO 15 MEMBERS.   

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 DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS

        The deadline for receipt of shareholder proposals for our 2004 meeting
was on December 26, 2003. Any shareholder who wishes to present a proposal to be
considered at our 2005 annual meeting of shareholders and who wishes to have    
such proposal receive consideration for inclusion in our proxy statement for    
such meeting must deliver such proposal in writing to us at 400 East Anderson   
Lane, Austin, Texas 78752, not later than 120 calendar days before the date that
our proxy statement is released to our shareholders in connection with our 2004 
annual meeting of shareholders. Any such shareholder proposal must comply with  
the requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 
1934.                                                                           

         The persons who will be named as proxies for the 2004 annual meeting of
shareholders will generally have discretionary authority to vote on any matter  
presented by a shareholder for action at that meeting. In the event that we     
receive notice of any shareholder proposal no later than forty-five (45) days   
before the date on which we first mail our 2004 proxy statement, then so long as
we include in our proxy statement for the 2004 annual meeting of shareholders   
advice on the nature of the matter and how the named proxies intend to vote the 
shares for which they have received discretionary authority, such proxies may   
exercise discretionary authority with respect to such matter, except to the     
extent limited by the rules of the Securities and Exchange Commission governing 
shareholder proposals.                                                          

INCORPORATION BY REFERENCE OF ANNUAL REPORT ON FORM 10-K
 AND QUARTERLY REPORT OF FORM 10-Q

      This Proxy Statement incorporates by reference our Form 10-K for the
fiscal year ended December 31, 2002, which was previously delivered to our      
shareholders and which contains important information about us and our financial
condition that is not included in this Proxy Statement. This Proxy Statement    
also incorporates by reference our quarterly report on Form 10-Q for the periods
ended March 31, June 30 and September 30, 2003. We will provide upon written    
request, without charge to each shareholder, a copy of our Form 10-K and Forms  
10-Q, as filed with the Securities and Exchange Commission. Any such requests   
should be directed to our corporate secretary at our executive offices set forth
in this proxy statement or may be acquired from our web site at                 
www.citizensinc.com by clicking on the "Investor Information" button and then   
clicking on the "SEC Filings" button. You may also obtain copies of the Form    
10-K and Forms 10-Q by accessing the SEC's homepage (www.sec.gov).              

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 OTHER MATTERS

         At the date of mailing of this proxy statement, we are not aware of any
business to be presented at the meeting other than the proposals discussed      
above. If other proposals are properly brought before the meeting, any proxies  
returned to us will be voted as the proxyholders see fit.                       

                   By Order of the
                      Board of Directors

                           By /s/ Marcia F. Emmons
                                       -----------------------------
                                     Marcia F. Emmons, Secretary

Austin, Texas                                                                   
January 26, 2004                                                                

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APPENDIX A

RESTATED AND AMENDED ARTICLES OF INCORPORATION
OF
CITIZENS, INC.

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RESTATED AND AMENDED ARTICLES OF INCORPORATION
OF
CITIZENS, INC.

        Citizens, Inc., a Colorado corporation (hereinafter referred to as the
"Corporation") pursuant to the provisions of the Colorado Business Corporation  
Act, hereby certifies to the Secretary of State of Colorado that:               

       FIRST:   The Corporation desires to restate and amend its Articles of
Incorporation as currently in effect as hereinafter provided.                   

 SECOND:  The provisions set forth in these Restated and Amended
Articles of Incorporation supersede the original Articles of Incorporation and  
all amendments thereto. These Restated and Amended Articles of Incorporation    
correctly set forth the provisions of the Articles of Incorporation, as amended,
of the Corporation.                                                             

      THIRD:   The Articles of Incorporation of the Corporation are hereby
amended and restated by striking in their entirety all previous articles, and by
substituting in lieu thereof the following:                                     

 ARTICLE I
Name

The name of the corporation is Citizens, Inc.                 

ARTICLE II
 Purpose

The objects and purposes for which this company is formed and 
incorporated are:                                                               

       To purchase, hold, pledge, transfer, sell, or otherwise dispose of or
deal in, the shares of the capital stock, bonds, debentures, notes or other     
securities or evidences of indebtedness of any corporation; to receive, collect 
and dispose of dividends, interests or other income on any such securities held 
by it; and do any and all acts and things tending to increase the value of said 
corporation; to issue bonds and secure the same by pledge or deed of trust of or
upon any part of such securities or other property held or owned by the company 
and to sell or pledge such bonds for proper corporate purposes and in the       
promotion of its corporate business; to purchase, receive, hold and dispose of  
any securities of any person or corporation, whether such securities shall be   
bonds, mortgages, debentures, notes, shares of capital stock or otherwise, and  
in respect to any such securities, to exercise any and all rights and privileges
of ownership thereof; to borrow and lend money and negotiate loans; to know,    
accept, endorse, buy and sell promissory notes, bonds, stocks, debentures,      
coupons and other securities; to issue, subscribe for, take, acquire, hold,     
sell, exchange and deal in shares, stocks, bonds, obligations, and securities of
any                                                                             

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government, authority, or company; to form, promote, subsidize and assist       
companies, syndicates or partnerships of all kinds, and to finance and refinance
the same.                                                                       

       To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Colorado.                        

 ARTICLE III

SHARES                                                                          

     The total number of shares of all classes which the Corporation has
authority to issue is 127,000,000 of which 102,000,000 shares shall be Common   
Stock, and 25,000,000 shares shall be Preferred Stock.                          

    The designations and the preferences, conversion and other rights,
voting powers, restrictions, limitations as to distributions, qualifications,   
and terms and conditions of redemption of the shares of each class of stock are 
as follows:                                                                     

COMMON STOCK

  Subject to all of the rights of the Preferred Stock as expressly
provided herein, by law or by the Board of Directors pursuant to this Article,  
common stock divided into two (2) classes:                                      

         A.       100,000,000 shares of Class A Common Stock of no par value per
share; and                                                                      

       B.       2,000,000 shares of Class B Common Stock of no par value per
share.                                                                          

        Cumulative voting shall be denied as to each class of common stock and
no shareholder of either class shall have any pre-emptive right to acquire any  
share of stock to be issued by the Corporation.                                 

       The Common Stock of the Corporation shall possess all such rights and
privileges as are afforded to capital stock by applicable law in the absence of 
any express grant of rights or privileges in these Articles of Incorporation.   
The Class A Common Stock and the Class B Common Stock shall be equal in all     
respects, except that:                                                          

    1.       The cash dividends paid upon each share of Class A Common
                 Stock shall be twice the cash dividends paid on each share of
Class B Common Stock.                       

 2.       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 of the Corporation; and the holders of Class A Common Stock shall have
the exclusive right to elect the remaining Directors.                           

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 PREFERRED STOCK

     The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more series. The description of shares of each    
series of Preferred Stock, including any preferences, conversion and other      
rights, voting powers, restrictions, limitations as to distributions,           
qualifications, and terms and conditions of redemption shall be as set forth in 
resolutions adopted by the Board of Directors and in Articles of Amendment to   
State Terms of Series Shares filed as required by law from time to time prior to
the issuance of any shares of such series.                                      

       The Board of Directors is expressly authorized, prior to issuance, by
adopting resolutions providing for the issuance of, or providing for a change in
the number of, shares of any particular series of Preferred Stock and, if and to
the extent from time to time required by law, by filing Articles of Amendment to
State Terms of Series Shares to set or change the number of shares to be        
included in each series of Preferred Stock and to set or change in any one or   
more respects the designations, preferences, conversion or other rights, voting 
powers, restrictions, limitations as to distributions, qualifications, or terms 
and conditions of redemption relating to the shares of each such series.        
Notwithstanding the foregoing, the Board of Directors shall not be authorized to
change the right of the Common Stock of the Corporation to vote one vote per    
share on all matters submitted for stockholder action. The authority of the     
Board of Directors with respect to each series of Preferred Stock shall include,
but not be limited to, setting or changing the following:                       

                  (a)      the distinctive serial designation of such series and
  the number of shares constituting such series (provided that the
       aggregate number of shares constituting all series of Preferred Stock
shall not exceed 25,000,000);                                 

           (b)      the annual distribution rate on shares of such
    series, whether distributions shall be cumulative and, if so, from
which date or dates;                                          

                  (c)      whether the shares of such series shall be redeemable
        and, if so, the terms and conditions of such redemption, including the
         date or dates upon and after which such shares shall be redeemable, and
      the amount per share payable in case of redemption, which amount may
    vary under different conditions and at different redemption dates;

                 (d)      the obligation, if any, of the Corporation to redeem
 or repurchase shares of such series pursuant to a sinking fund;

               (e)      whether shares of such series shall be convertible
  into, or exchangeable for, shares of stock of any other class or
    classes and, if so, the terms and conditions of such conversion or
 exchange, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any;   

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                (f)      whether the shares of such series shall have voting
       rights, in addition to the voting rights provided by law, and, if so,
the terms of such voting rights;                              

                 (g)      the rights of the shares of such series in the event
       of voluntary or involuntary liquidation, dissolution or winding up of
the Corporation; and                                          

            (h)      any other relative rights, powers, preferences,
      qualifications, limitations or restrictions thereof relating to such
         series which may be authorized or permitted under the Colorado Business
Corporation Act.                                              

         The shares of Preferred Stock of any one series shall be identical with
each other in all respects except as to the dates from and after which dividends
thereon shall cumulate, if cumulative.                                          

ARTICLE IV
Duration

The term of existence of the corporation shall be perpetual.  

 ARTICLE V
 Directors

        The business and affairs of the corporation shall be under the control
and management of a Board of Directors consisting of not less than five (5)     
members and not more than fifteen (15) members, the number to be fixed by the   
by-laws of the company.                                                         

ARTICLE VI
 No Pre-emptive Rights

  Shareholders shall not have a pre-emptive right to subscribe for
additional shares of the corporation issued from time to time by the            
corporation.                                                                    

 ARTICLE VII
Bylaws

    The Board of Directors shall have power to enact, alter, amend and
repeal the by-laws of the corporation not inconsistent with the laws of the     
State of Colorado and these Articles of Incorporation as it may deem best for   
the management of the corporation.                                              

ARTICLE VIII
 Elimination of Personal Liability of a Director

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       No director shall be liable to the Corporation or any shareholder for
monetary damages for breach of fiduciary duty as a director, except for any     
matter in respect of which such director (a) shall be liable under C.R.S.       
Section 7-5-114 or any amendment thereto or successor provision thereto; (b)    
shall have breached the director's duty of loyalty to the Corporation or its.   
shareholders; (c) shall not have acted in good faith or, in failing to act shall
not have acted in good faith; (d) shall have acted or failed to act in a manner 
involving intentional misconduct or a knowing violation of law; or (e) shall    
have derived an improper personal benefit. Neither the amendment nor repeal of  
this Article, nor the adoption of any provision in the Articles of Incorporation
inconsistent with this Article, shall eliminate or reduce the effect of this    
Article in respect to any matter occurring prior to such amendment, repeal or   
adoption of an inconsistent provision. This Article shall apply to the full     
extent now permitted by Colorado law or as may be permitted in the future by    
changes or enactments in Colorado law, including without limitation C.R.S.      
Section 7-2-102 and/or C.R.S. Section 7-3-101.                                  

ARTICLE IX
 Voting Requirements

     When, with respect to any action to be taken by shareholders of the
Corporation, the Colorado Corporation Code requires the affirmative vote of the 
holders of two-thirds of the outstanding shares entitled to vote thereon, or of 
any class or series, such action may be taken by the affirmative vote of the    
holders of a majority of the outstanding shares entitled to vote on such action,
unless any class of shares is entitled to vote thereon as a class, in which     
event the proposed action may be taken upon receiving the affirmative vote of   
the holders of a majority of the shares of each class of shares entitled to vote
thereon as a class and of the total shares entitled to vote thereon.            

 ARTICLE X
 Incorporators

The name and address of each incorporator is:                 

                                                                [Download Table]

      NAME                    ADDRESS         
------------------   -------------------------
                                              
Dr. Bruce Holman     3401 East Kentucky Avenue
                     Denver, Colorado 80209   

Stanford E. Ernest   3280 Dartmouth Avenue    
                     Boulder, Colorado 80302  

Max P. Osborn        2445 Vance               
                     Lakewood, Colorado 80215 

Howard M. Jeffries   7720 South Race          

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                                                                [Download Table]
                                              
                     Littleton, Colorado 80122

George A. Powell     6601 South Marion Court  
                     Littleton, Colorado 80121

Thomas J. Murphy     3361 South Ulster Court  
                     Denver, Colorado 80321   

James F. Martin      1216 Pierce, No. A-13    
                     Lakewood, Colorado 80215 

        FOURTH:  By resolution of the Board of Directors of the Corporation at
a duly called meeting on January 9, 2004, the Board of Directors approved these 
Restated and Amended Articles of Incorporation and advised to the stockholders  
of the Corporation the same, and by vote of the stockholders of the Corporation 
at a duly called meeting on March 4, 2004, the stockholders duly approved these 
Restated and Amended Articles of Incorporation in compliance with the CBCA.     

         FIFTH:   The number of votes cast for the amendments contained in these
Restated and Amended Articles of Incorporation by each voting group entitled to 
vote separately on the amendments was sufficient for approval by that voting    
group.                                                                          

The (a) name or names, and (b) mailing address or addresses, of any one or more 
of the individuals who cause this document to be delivered for filing and to    
which the Secretary of State may deliver notice if filing of this document is   
refused, are: David A. Thayer, Esq., Jones & Keller, P.C., 1625 Broadway, Suite 
1600, Denver, CO 80202, (303) 573-1600.                                         

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PROXY                                                                      PROXY

CITIZENS, INC.
400 East Anderson Lane
 Austin, Texas 78752

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   

       The undersigned shareholder of Citizens, Inc. acknowledges receipt of
the notice of the special meeting of shareholders, to be held Thursday, March 4,
2004, at 10:00 a.m. Central time, at the Company's headquarters at 400 East     
Anderson Lane, Austin, Texas and hereby appoints Rick D. Riley and Mark A.      
Oliver, or either of them, each with the power of substitution, as attorneys and
proxies to vote all the shares of the undersigned at the special meeting and at 
all adjournments thereof, hereby ratifying and confirming all that the attorneys
and proxies may do or cause to be done by virtue hereof. The above-named        
attorneys and proxies are instructed to vote all of the undersigned's shares as 
follows:                                                                        

         1.       Proposal to amend Article III of the Articles of Incorporation
                  to (i) increase the number of authorized shares of our Class A
               common stock from 50,000,000 to 100,000,000 shares and (ii)
                  increase the number of authorized shares of our Class B common
stock from 1,000,000 to 2,000,000 shares.   

           [ ] FOR              [ ] AGAINST            [ ] ABSTAIN

         2.       Proposal to amend Article III of the Articles of Incorporation
         to create an authorized class of 25,000,000 shares of
                preferred stock available for future issuance in series with
               terms and preferences designated by the Board of Directors.

           [ ] FOR              [ ] AGAINST            [ ] ABSTAIN

       3.       Proposal to amend Article V of the Articles of Incorporation
               to increase the maximum number of directors on our Board of
    Directors from nine members to up to 15 members.

           [ ] FOR              [ ] AGAINST            [ ] ABSTAIN

         4.       Transaction of such other business as may properly come before
the meeting or any adjournment thereof.     

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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN 
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE     
VOTED FOR PROPOSALS ONE, TWO AND THREE AND AS THE PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING.                                   

DATED:___________________ 2004      ____________________________________________
 SIGNATURE

                                    ____________________________________________
                 SIGNATURE IF HELD JOINTLY

                                   Please sign your name exactly as it appears
                            below. When shares are held by joint
                                  tenants, both should sign. When signing as
                                  attorney, executor, administrator, trustee
                                    or guardian, please give full title as such.
                             If a corporation, please sign in full
                            corporate name by President or other
                                    authorized officer. If a partnership, please
                              sign in partnership name by authorized
person. 

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	2/28/06	1
For Period End:	3/4/04	2	28	DEF 14A
	1/26/04	2	20	DEF 14A
	1/22/04	4
Filed on:	1/16/04
	1/9/04	9	27
	12/31/03	6	17	10-K, 4, 4/A, 5
	12/26/03	19
	9/30/03	19		10-Q
	12/31/02	19		10-K
				List all Filings

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Filing Submission 0001035704-04-000031 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Citizens Inc – ‘PRE 14A’ for 3/4/04

On: Friday, 1/16/04, at 5:20pm ET · For: 3/4/04 · Accession #: 1035704-4-31 · File #: 0-16509

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents