AMENDMENT NUMBER 1 TO THE PROXY STATEMENT OF INVESTORS HERITAGE LIFE INSURANCE COMPANY DATED APRIL 17, 1998 The following Summary Compensation Table replaces the Summary Compensation Table found on page 6 of the Proxy Statement dated April 17, 1998. Please attach this amendment to your Proxy Statement. SUMMARY COMPENSATION TABLE The following table sets forth each executive officer whose aggregate direct compensation from Investors Heritage Life Insurance Company exceeded $100,000. NAME AND PRINCIPAL OTHER ANNUAL POSITION YEAR SALARY($) BONUS($) COMPENSATION ============================================================================ Harry Lee Waterfield II 1997 $158,684(1) $20,177 -0- President, Chairman 1996 $153,293(1) $18,686 -0- of the Board, & 1995 $146,856(1) $17,868 -0- Chief Executive Officer Clair S. Manson,Vice 1997 $147,097(2) $12,262 -0- President, 1996 $141,196(2) $11,820 -0- Chief Actuary 1995 $135,337(2) $11,216 -0- Howard L. Graham, 1997 $117,694(2) $10,181 -0- Vice President- 1996 $113,064(2) $ 9,825 -0- Corporate Services 1995 $108,716(2) $ 9,301 -0- Raymond L. Carr, 1997 $ 98,961(1) $10,983 -0- Vice President- 1996 $101,228(1) $ 8,967 -0- Administrative Services 1995 $ 96,766(1) $ 8,436 -0- - ----------------------------------------------------------------------------- (1) Amounts reported consist of contributions made by the Company under the 401(k) Plan, which is available to all employees of the Company. (2) Amounts reported consist of contributions made by the Company under the 401(k) Plan which is available to all employees of the Company and contributions made by the Company to the Company's Deferred Compensation Plan which is available to eligible executive officers of the Company. P. O. Box 717 Frankfort, Kentucky 40602 April 22, 1998