-Proxy-INVESTORS HERITAGE LIFE INSURANCE COMPANY-Proxy-
            200 CAPITAL AVENUE, FRANKFORT, KENTUCKY 40601
     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Harry Lee Waterfield II and Jerry F.
Howell, or either of them, attorneys with full power of substitution
to vote as proxies for the undersigned at the special meeting of
stockholders of Investors Heritage Life Insurance Company to be held
on December   , 1999, or at any adjournment thereof, and vote as designated
            --
below with all powers the undersigned would possess, if present, upon
matters described in the Notice of Special Meeting and Proxy
Statement dated               , 1999 as follows:
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(1)  Approval and Adoption of the Share Exchange Agreement between
     Investors Heritage Life Insurance Company and Kentucky Investors,
     Inc.

          FOR                 AGAINST               ABSTAIN
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(2) On any other matter which may come before the special meeting or
    any adjournment thereof in accordance with their best judgement.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.

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To be counted this proxy must be signed, dated and received by the
Corporate Secretary of Investors Heritage Life Insurance Company, 200
Capital Avenue, P. O. Box 717, Frankfort, Kentucky 40602, on or
before
                , 1999.
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This proxy when properly executed will be voted in accordance with
instructions specified but in the absence of any instructions will be
voted "FOR".

Please sign exactly as name appears on address label. If shares of
stock are held jointly, all joint owners should sign. If signing as
attorney, administrator, executor, guardian, trustee or corporate
officer, please add your full title.


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 Stockholder's signature

 Date                          , 1999
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PLEASE SIGN, DATE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.