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PROXY                                                                      PROXY
                      INSURANCE INVESTORS & HOLDING CO.

              THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

         The undersigned shareholder of Insurance Investors & Holding Co.
("Investors") acknowledges receipt of the Notice of Special Meeting of
Shareholders, to be held on ________, 1995, at
__________________________________, Peoria, Illinois, at ____ a.m., Central
Time, and hereby appoints Robert W. Kreutz, Robert W. McCallum, Frank J.
Wilkins and Robert D. Wilkins, each of them with the power of substitution, as
attorneys and proxies to vote all the shares of the undersigned at said Special
Meeting and at all adjournments thereof, hereby ratifying and confirming all
that said 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:

         THE DIRECTORS RECOMMEND A VOTE FOR THE ITEMS INDICATED BELOW:

1.       A proposal to approve and adopt the Plan and Agreement of Merger and
         Exchange dated November 28, 1994 under which Citizens Acquisition,
         Inc., a wholly-owned subsidiary of Citizens, Inc., will merge with and
         into Investors, with Investors being the survivor, and shareholders of
         Investors will receive shares of Citizens, Inc. Class A Common Stock
         for their Investors Class A and Class B Common shares as described in
         the accompanying Proxy Statement-Prospectus.

         FOR  _____                AGAINST  _____           ABSTAIN  _____

2.       To transact such other business as may properly come before the
         Special Meeting or any adjournment thereof.

         THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.

         Dated this ______ day of ________________, 1995.

                                        _______________________________
                                        Signature
                                        
                                        _______________________________
                                        Signature
                                        
                                        Please sign your name exactly as it
                                        appears on your stock certificate(s). 
                                        If shares are held jointly, each holder
                                        should sign.  Executors, trustees, and
                                        other fiduciaries should so
                                        indicate when signing.
                                        
                                        Please sign, date and return this proxy
                                        immediately.