Citizens Inc – ‘8-A12B’ on 7/19/02 – EX-1.1

On:  Friday, 7/19/02, at 2:47pm ET   ·   Accession #:  1035704-2-384   ·   File #:  1-13004

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  4     11K 
 2: EX-1.1      Specimen Certificate of Class A Common Stock           2     12K 
 3: EX-2.1      Amended & Restated Articles of Incorporation          18     53K 
 4: EX-2.2      Bylaws of the Company                                 23     85K 

EX-1.1   —   Specimen Certificate of Class A Common Stock

EX-1.1
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                                                                     EXHIBIT 1.1

                                                        [Enlarge/Download Table]
                                                                                                                    
            NUMBER                                                                                            SHARES
           DXA 54016                                                                                                

 THIS CERTIFICATE IS TRANSFERABLE                                                                                   
       IN NEW YORK, NY OR                                                                                           
      RIDGEFIELD PARK, NJ                                                                                           
                                               CITIZENS, INC.                                SEE REVERSE FOR CERTAIN
                           INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO          DEFINITIONS AND LIMITATIONS
                                                                                                   CUSIP 174740 10 0

THIS CERTIFIES THAT                                                                                                 

                                                  SPECIMEN                                                          

is the owner of                                                                                                     

              FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, WITHOUT PAR VALUE, OF                   
                                                CITIZENS, INC.                                                      
transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon     
surrender of this Certificate properly endorsed. This Certificate and the Class A common shares represented         
hereby are issued and shall be subject to all the provisions of the Articles of Incorporation of the Corporation,   
as now or hereafter amended, to all of which the holder hereof by acceptance hereof assents.                        
         This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.  
         WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers 

Dated:                                                                                                              
                                                CITIZENS, INC.                                                      
                                                     *                                                              
                                                    SEAL                                                            
/s/ Jeffrey J. Wood                                                                     /s/ Mark A. Oliver          
-------------------                                                                     ------------------          
          Secretary                                COLORADO                                      President          

                                                                                COUNTERSIGNED AND REGISTERED:       
                                                                                   MELLON INVESTOR SERVICES LLC     
                                                                                       TRANSFER AGENT AND REGISTRAR 
                                                                                BY                                  
                                                                                               AUTHORIZED SIGNATURE 

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EX-1.1
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CITIZENS, INC.

PURSUANT TO ARTICLE III OF THE AMENDED ARTICLES OF INCORPORATION OF CITIZENS,   
INC. FILED WITH THE SECRETARY OF STATE OF THE STATE OF COLORADO. THE CLASS A    
COMMON STOCK AND CLASS B COMMON STOCK ARE EQUAL IN ALL RESPECTS, WITH THE       
EXCEPTION THAT (1) THE CASH DIVIDENDS PAID ON EACH SHARE OF CLASS A COMMON STOCK
SHALL BE TWICE THE AMOUNT OF THE CASH DIVIDENDS PAID ON EACH SHARE OF CLASS B   
COMMON STOCK, AND (2) THE CLASS B COMMON STOCK SHALL HAVE THE EXCLUSIVE RIGHT TO
ELECT A SIMPLE MAJORITY OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE CLASS A
COMMON STOCK SHALL HAVE THE EXCLUSIVE RIGHT TO ELECT THE REMAINING DIRECTORS.   
PRE-EMPTIVE RIGHTS ARE DENIED AND CUMULATIVE VOTING IS PROHIBITED. THE          
CORPORATION WILL FURNISH A COPY OF ARTICLE III TO THE RECORD HOLDER OF THIS     
CERTIFICATE WITHOUT CHARGE ON REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE 
OF BUSINESS OR REGISTERED OFFICE.                                               

       The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations:                                    

                                                        [Enlarge/Download Table]
                                                                                       
TEN COM  -as tenants in common             UNIF GIFT MIN ACT -       Custodian         
TEN ENT  -as tenants by the entireties                        ---------------------    
JT TEN   -as joint tenants with right of                        (Cust)      (Minor)    
          survivorship and not as tenants                 under Uniform Gifts to Minors
          in common                                       Act__________________________
                                                                      (State)          

 Additional abbreviations may also be used though not in the above list.

               FOR VALUE RECEIVED, ________HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER                                    
IDENTIFYING NUMBER OF ASSIGNEE                            
-------------------------------------------                               

   -----------------------------------------------------------------------------
   (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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

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

   _______________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint                                        

   _____________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation   
with full power of substitution in the premises.                          

Dated_____________________                                                

                       X______________________________
                     (SIGNATURE)
NOTICE:                                                                         
THE SIGNATURES(S) TO THIS                                                       
ASSIGNMENT MUST CORRESPOND                                                      
WITH THE NAME(S) AS WRITTEN                                                     
UPON THE FACE OF THE CERTIFICATE                                                
IN EVERY PARTICULAR WITHOUT                                                     
ALTERATION OR ENLARGEMENT OR                                                    
ANY CHANGE WHATEVER.                X_____________________________              
                     (SIGNATURE)

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN *ELIGIBLE GUARANTOR INSTITUTION*    
AS DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
SIGNATURE(S) GUARANTEED BY:                                                     

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