INVESTORS HERITAGE LIFE INSURANCE COMPANY
200 Capital Avenue
FRANKFORT, KENTUCKY 40601
Notice of Annual Meeting of Shareholders
To Be Held May 11, 1995
TO THE SHAREHOLDERS OF
INVESTORS HERITAGE LIFE INSURANCE COMPANY
Notice is hereby given that the annual meeting of shareholders of
Investors Heritage Life Insurance Company, a Kentucky corporation, (the
"Company") will be held at the Investors Heritage Life Insurance Company
auditorium, Second and Shelby Streets, Frankfort, Kentucky 40601, on Thursday,
May 11, 1995, at 10:00 a.m. (Eastern Daylight Time), for the following purposes:
(1) To elect three Directors to hold office for a term of three years
each or until their successors are duly elected and qualified; and
(2) To transact such other business as may properly come before the
meeting, or any adjournment thereof.
The Board of Directors, in accordance with the By-laws, has fixed the
close of business on April 3, 1995, as the record date for determining the
shareholders entitled to notice of and to vote at the meeting and any
adjournment thereof. The stock transfer books will not be closed.
It is hoped that you will attend the meeting, but if it is not your
intention to be present, you are respectfully requested to sign, date and return
the enclosed proxy immediately in the accompanying postage-prepaid envelope.
The proxy is being solicited by and on behalf of the Board of Directors of the
Company.
Your attention is directed to the Company's 1994 annual report and to the
proxy statement, both of which accompany this notice.
By Order of the Board of Directors
Wilma Yeary, CPS, Secretary
P.O. Box 717
Frankfort, Kentucky 40602
April 19, 1995
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, MAY 11, 1995
The following information is furnished in connection with the solicitation
of the enclosed proxy by and on behalf of the Board of Directors of Investors
Heritage Life Insurance Company (the "Company" or "IHLIC"), for use at the
annual meeting of shareholders of the Company to be held at the Investors
Heritage Life Insurance Company auditorium, Second and Shelby Streets,
Frankfort, Kentucky 40601, on Thursday, May 11, 1995, at 10:00 a.m. (Eastern
Daylight Time), and at any adjournment thereof, for the purposes set forth in
the Notice of Annual Meeting.
PROXY MAY BE REVOKED
A shareholder executing and returning the enclosed proxy may revoke such
proxy at any time prior to the exercise of the authority thereby given by giving
written notice to the Secretary of the Company as provided by Kentucky Revised
Statutes 271B.7-220(6).
COST AND METHOD OF SOLICITATION
The Board of Directors intends to solicit proxies by use of the mails, and
all cost of soliciting proxies for this annual meeting will be borne by the
Company. The proxy statements and proxy cards will be mailed to the
shareholders on April 19, 1995.
VOTING SECURITIES
The Company has issued one class of capital stock. There are 901,537
shares outstanding each of which is entitled to one vote, except that in
election of Directors, cumulative voting rights apply as provided by Kentucky
Revised Statutes 271B.7-280. Each shareholder shall have the right to cast as
many votes in the aggregate as he is entitled to vote, multiplied by the number
of Directors to be elected, and may cast the whole number for one candidate or
distribute such votes among two or more candidates. Kentucky Investors, Inc.
("KII"), P.O. Box 717, Frankfort, Kentucky 40602, owns of record directly and
indirectly 663,142 shares of stock which represents 74% of outstanding voting
securities. The Company, 200 Capital Avenue, Frankfort, Kentucky 40601, owns
directly 285,920 shares or 25% of the stock of KII. Investors Underwriters,
Inc. ("IUI"), P.O. Box 717, 200 Capital Avenue, Frankfort, Kentucky 40602, owns
94,185 shares or 8% of the stock of KII. No other person is known by the
Company to own of record or beneficially more than 5% of the Company's capital
stock except as shown on the table below. The Board of Directors has fixed
April 3, 1995, as the record date for determining those eligible to vote, and
only such persons as are shareholders of record at the close of business on that
day will be entitled to vote at such meeting and any adjournment thereof.
THE PURPOSE OF THE MEETING SHALL BE:
(1) The Election of Directors; and
(2) To transact such other business as may properly come before the
meeting.
ELECTION OF DIRECTORS
The Articles of Incorporation provide that three Directors shall be
elected at each annual meeting for a term of three years.
The persons named in the proxy shall vote the shares represented by the
proxies returned and duly executed in favor of the election of the three
Directors named below, unless the authority is withheld, to hold office for
terms of three years or until their successors are duly elected and qualified.
All nominees have consented to serve. In the event any of the persons named
below shall not be available, proxies will be voted for such substitute nominee,
or nominees, as the persons named in the proxy shall designate.
The following information is given with respect to the nominees for
election as Director and for each of the other Directors whose terms will
continue after the meeting. Each Director was elected to his present term of
office by vote of the shareholders at an annual meeting except for Glenn Doran
who was elected to the Board of Directors in August, 1992 by the remaining
members of the Board to fill the unexpired term of Everett B. Reeves who retired
due to health reasons.
Each of the Directors has had the business experience indicated for more
than five years except Michael F. Dudgeon, Jr. From January, 1989 to July,
1990, Mr. Dudgeon was Director of Government Relations for the Kentucky
Association for Health Care Facilities. From August, 1991 to February, 1993 he
was employed as Assistant Director of Annual Giving with Rollins College, Winter
Park, Florida. From February, 1993 to December, 1993 he was employed as
Assistant Director of Development, The Corporation for Special Children,
Orlando, Florida. On December 19, 1994 he was hired by Investors Heritage Life
Insurance Company as a Regional Preneed Sales Director in the State of Florida.
Number of Shares of Capital Stock of the
Company and Its Parent Beneficially Owned,
Directly or Indirectly, by Nominees and
Directors as of December 31, 1994.
Name, Position Kentucky
With the Company Director Investors Percentage
&Business Experience Since IHLIC Inc. (Parent) of stock owned
Nominees:
<F23>
<F24>
<F9>
<F10>
<F1>
<F2>
*+Harry Lee Waterfield II 1966 732,541(9)(10) 742,729(1)(2) (81%)
<F25>
<F26>
<F11>
<F12>
<F13>
<F3>
<F4>
<F5>
<F6>
abChairman of the Board, (11)(12)(13) (3)(4)(5)(6)
<F27>
<F16>
<F20>
<F21>
<F7>
<F8>
<F17>
cPresident and Chief Executive (16)(20)(21) (7)(8)(17)
<F18>
<F19>
Officer. Chairman of the (18)(19)
Board, President
Kentucky Investors, Inc.
Age 51.
<F23>
<F24>
<F28>
*aAdron Doran 1972 510 125 (-)
<F26>
<F27>
bcDirector.President
Emeritus, Morehead State
University. Age 85.
<F24>
<F28>
+ H. Glenn Doran 1992 783 20,000 (-)
Director. Chairman of
the Board, Peoples Bank
of Murray. Director, KII.
Age 69.
Other Directors Whose Terms Will Continue After Meeting:
<F27>
<F22>
<F28>
c Helen S. Wagner 1986 2,500(22) 30,000 (-)
Director. Real Estate
Broker, Secretary/Treasurer,
Wagner-Shuck Builders, Inc.
Director, Kentucky Investors,
Inc.
Age 58.
<F23>
<F24>
<F28>
*+Jerry F. Howell 1964 346 6,000 (-)
<F25>
<F26>
abDirector.Independent Investor.
<F27>
cDirector, Kentucky Investors,
Inc.
Age 81.
<F25>
<F28>
a Michael F. Dudgeon, Jr. 1988 29 3,071 (-)
Director, Regional
Preneed Sales Director
IHLIC.
Age 33.
<F24>
<F28>
+ Joe R. Johnson 1972 3,906 5,646 (-)
Director. Retired
Treasurer, IHLIC.
Age 77.
<F25>
<F28>
a Dr. Jerry F. Howell, Jr. 1987 1,124 35,610 (-)
Director, Head, Dept. of
Biological & Environmental
Science, Morehead State
University. Director, KII
Age 53.
<F23>
<F24>
<F28>
*+Robert M. Hardy, Jr. 1986 18(14) 11,621(15) (-)
Director. General Counsel
Director. General Counsel,
KII
Age 37.
All Directors and Officers as a Group: 773,802
<F23>
<F26>
* Member of Executive Committee b Compensation Committee
<F24>
<F27>
+ Member of Finance Committee c Nominating Committee
<F25>
<F28>
a Audit Committee (-) Indicate less than 1%
<F1>
(1) Mr. Waterfield II is part of a group which includes HLW Investment Corp.,
HLW Corporation, Laura F. Waterfield Estate, RoseGayle Waterfield Hardy, Nancy
Waterfield Walton, Harry Lee Waterfield II Irrevocable Trusts Funds 1, 2 and 3,
RoseGayle Waterfield Hardy Irrevocable Trust Funds 1, 2 and 3, Nancy Waterfield
Walton Irrevocable Trusts Funds 1, 2 and 3, RoseGayle Waterfield Hardy, Nancy
Waterfield Walton and Harry Lee Waterfield II Trust dated 11/22/76, Investors
Heritage Life Insurance Company, Investors Underwriters, Inc. and TAP & CO.
<F2>
(2) Includes 130,824 shares of KII owned by HLW Investment Corp. of which Mr.
Waterfield II is an officer.
<F3>
(3) Includes 41,836 shares of KII owned by HLW Corporation of which Mr.
Waterfield II is an officer.
<F4>
(4) Includes 15,222 shares of KII held in trust for the benefit of the children
of Harry Lee Waterfield.
<F5>
(5) Includes 12,263 shares purchased under KII and Affiliated Companies 401(k)
Savings Plan and Trust Agreement ("401(k) Plan") held in Trust by Farmers Bank
and Capital Trust Company, Frankfort, Kentucky ("Farmers Bank").
<F6>
(6) Includes 18,229 shares of KII held in the name of CEDE & CO., nominee for
the Estate of Laura F. Waterfield of which Mr. Waterfield II is co-executor.
<F7>
(7) Includes 12,063 shares of KII held by Nancy Waterfield Walton - see
Footnote (1).
<F8>
(8) Includes 9,502 shares of KII held by RoseGayle Waterfield Hardy - see
Footnote (1).
<F9>
(9) Includes 7,900 shares of IHLIC owned by HLW Investment, Corp. of which Mr.
Waterfield II is an officer.
<F10>
(10) Includes 642 shares of IHLIC owned by HLW Corporation of which Mr.
Waterfield II is an officer.
<F11>
(11) Includes 3,038 shares of IHLIC held in the name of CEDE & CO., nominee for
the Estate of Laura F. Waterfield of which Mr. Waterfield II is co-executor.
<F12>
(12) Includes 200 shares of IHLIC held by Nancy Waterfield Walton - see
footnote (1).
<F13>
(13) Includes 241 shares of IHLIC held by RoseGayle Waterfield Hardy- see
footnote (1).
<F14>
(14) Includes 7 shares held under the 401(k) Plan held in trust by Farmers
Bank.
<F15>
(15) Includes 3,423 shares purchased under the ESOP and 401(k) Plan held in
Trust by Farmers Bank.
<F16>
(16) Includes 54,440 shares of IHLIC held in the name of TAP & CO. for the
benefit of employees who participate in the 401(k) Plan. Mr. Waterfield II is a
member of the Administrative Committee which directs the voting shares.
<F17>
(17) Includes 285,920 shares of KII held by IHLIC and 94,185 shares of KII held
by IUI. Mr. Waterfield II is Chairman of both companies. These corporations
have the power to dispose of these shares.
<F18>
(18) Includes 87,698 shares or 11% of the shares of KII held in the name of TAP
& CO. for the benefit of employees who participate in the 401(k) Plan. Mr.
Waterfield II is a member of the Administrative Committee which directs the
voting of these shares.
<F19>
(19) Includes 14,330 shares of KII held in nine separate Irrevocable Trusts,
three each (Funds 1, 2 and 3) for Harry Lee Waterfield II, RoseGayle Waterfield
Hardy, and Nancy Waterfield Walton, respectively.
<F20>
(20) Includes 2,165 shares of IHLIC owned by Investors Heritage Printing of
which Mr. Waterfield II is an officer.
<F21>
(21) Includes 663,142 shares of IHLIC owned by KII of which Mr. Waterfield II
is an officer.
<F22>
(22) Includes 1,538 shares of IHLIC held in trust for children of Helen S.
Wagner.
Meetings of the Board of Directors are held regularly each month and there
is also an organizational meeting following the annual meeting of shareholders.
The Board held 12 meetings in 1994.
The By-laws of the Company provide for an Executive Committee. The
Committee has and exercises all of the powers of the Board of Directors in the
management of the business affairs and property of the Company during the
intervals between meetings of the Board. The Board considers the actions of the
Executive Committee and has approval and veto power over its actions. The
Executive Committee met 8 times in 1994.
The Board of Directors has designated a Finance Committee that meets on
call and reviews and makes recommendations concerning investments to the Board
of Directors. The Finance Committee met 12 times during 1994.
The Board of Directors has provided for a Compensation Committee which
meets on call and reviews the compensation of the employees and makes
recommendations to the Board. The Compensation Committee met 12 times during
1994.
The Board has named an Audit Committee that meets on call and reviews the
work of the independent auditors and will have charge of continuing internal
audits and shall review the audit work of the departments of insurance and
regulatory authorities in the various states in which the Company operates. The
Audit Committee met 1 time during the year 1994.
The Board of Directors has named a Nominating Committee that meets on call
and submits recommendations to the Board of Directors for members of the Board
to be submitted to the shareholders for election. The Nominating Committee met
1 time during 1994.
No one attended fewer than 75% of the aggregate Board and Committee
meetings. The Directors were paid $400 for each Board meeting.
SHAREHOLDER PROPOSALS FOR THE 1996 MEETING
Shareholders who wish to suggest nominees or offer proposals intended to
be presented at the 1996 annual meeting must forward this information to the
Secretary of the Company no later than December 22, 1995.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
During 1994, the Compensation Committee of the Board of Directors was
comprised of three Directors. All of the members of the Compensation Committee
except Mr. Waterfield II are outside directors. The Compensation Committee is
responsible for developing and making recommendations to the Board with respect
to the Company's executive compensation policies as well as the compensation
policies for all of the Company's employees. Additionally, the Compensation
Committee, pursuant to authority delegated by the Board of Directors, determines
on an annual basis the compensation to be paid to the chief executive officer
and each of the other executive officers of the Company. All members of the
Committee take part in consideration of executive compensation even if
compensation affects its members.
With the exception of the Company's Vice President and Chief Actuary and
Company's General Counsel whose original compensations were based on salary and
benefits of actuaries and attorneys respectively with similar background and
experience, the compensation of the executive officers of the Company is based
on historical and current individual performance, job duties and
responsibilities and longevity with the Company. Notwithstanding those
criteria, the Compensation Committee makes a subjective determination using its
discretion to set executive compensation at levels warranted in its judgment by
external, internal or an individual's circumstances. It should be noted that
the Compensation Committee determines executive compensation in the same manner
as the compensation of all other Company employees.
The Company's executive compensation program is comprised of base salary,
an annual cash bonus based on a percentage of salary, and employee benefits
which are generally available to all employees of the Company including a 401(k)
Savings Plan, a defined benefit retirement plan, and a cafeteria plan. The
Company also provides a deferred compensation plan which is available to
eligible executive officers of the Company. This plan is intended to supplement
or replace participation of those individuals in the 401(k) Savings Plan and
allows eligible executive officers to contribute up to 10% of salary and receive
a matching contribution from the Company. In addition, bonuses are paid from
time to time to executive officers and other employees for performance on
extraordinary projects. The Compensation Committee also makes a subjective
determination in authorizing these bonuses.
The amount of perquisites, as determined in accordance with the rules of
the Securities and Exchange Commission relating to Executive Compensation, did
not exceed 10% of salary for 1994.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of three members. Two of the members,
Jerry F. Howell and Adron Doran, are outside directors. The third member, Harry
Lee Waterfield II, is also the Chairman of the Board, and the President and
Chief Executive Officer of the Company.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Waterfield II is the President of the Company and as such serves as
its chief executive officer. He also serves as Chairman of the Board of
Directors. Mr. Waterfield II was appointed to the position of President and
Chairman of the Board in August 1988. Mr. Waterfield's II compensation is based
on criteria similar to that used for other executive officers of the Company.
Mr. Waterfield II has been an employee of the Company in various capacities for
34 years and has received raises throughout the years for the various capacities
in which he has served.
When Mr. Waterfield II assumed the duties and responsibilities of Chief
Executive Officer and Chairman of the Board, he did not receive an increase in
base compensation commensurate with the additional responsibilities undertaken.
Since that date, he has received salary adjustments from the Compensation
Committee on the anniversary date of his employment. The compensation paid to
Mr. Waterfield II during 1994 is shown in the summary compensation table below.
SUMMARY COMPENSATION TABLE
The following table sets forth each executive officer whose aggregate
direct compensation exceeded $100,000.
NAME AND PRINCIPAL YEAR SALARY($) BONUS($) OTHER
POSITION ANNUAL
COMPENSATION
<F29>
Harry Lee Waterfield II 1994 $136,924.00 (1) $20,858.00 -0-
President,Chairman of
<F29>
the Board, & 1993 $131,449.24(1) $20,411.01 -0-
Chief Executive Officer
<F29>
1992 $126,559.54(1) $14,783.01 -0-
<F30>
Clair S. Manson 1994 $119,700.00(2) $9,544.00 -0-
Vice President
<F30>
<F31>
Chief Actuary 1993 $112,732.64(2) $10,159.00 $2,057.85(3)
<F30>
1992 $107,858.24(2) $ 9,531.58 -0-
<F29>
(1) Amounts reported consist of directors' fees from the Company and of
contributions made by the Company under the 401(k) Plan. The Plan is available
to all employees of the Company.
<F30>
(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.
<F31>
(3) Amount represents non-cash compensation received in lieu of salary.
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to the Company's shareholders during the
five year period ended December 31, 1994, as well as an overall stock market
index (Russell 2000) and the Company's peer group index selected on an industry
basis. The component companies utilized in the peer group are Circle Financial
Corp., Cotton States Life and Health Insurance Co., Penn Treaty American Corp.,
Reliable Life Insurance Co. -CLA and Statesman Group, Inc. The peer group
utilized this year is identical to last year's peer group. Statesman Group,
Inc. was deleted due to the fact that the Company was acquired by Conseco, Inc.
on 9/29/84 and historical returns are not maintained on companys which have been
acquired or merged; therefore, no financial data was available. The market
capitalization of each peer group company is weighted in the performance graph
set forth below.
<F32>
COMPARATIVE OF FIVE-YEAR TOTAL RETURNS *
INVESTORS HERITAGE LIFE INSURANCE COMPANY,
RUSSELL 2000 INDEX, PEER GROUP
(Performance Results Through 12/31/94)
(The Performance Graph Appears Here)
1989 1990 1991 1992 1993 1994
INLF $100.00 $102.59 $105.33 $108.14 $111.13 $114.30
RUSSELL 2000 $100.00 $ 80.49 $117.56 $139.21 $165.52 $162.24
PEER GROUP $100.00 $ 80.17 $112.83 $116.28 $141.69 $159.42
Assumes $100.00 invested at the close of trading 12/89 in Investors Heritage
Life Insurance Company common stock, Russell 2000 Index, and Peer Group.
<F32>
* Cumulative total return assumes reinvestment of dividends.
Source: Value Line, Inc.
Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or omissions contained herein.
RETIREMENT PLAN
All of the Company's employees are covered by a qualified retirement plan
to which only the Company contributes. Benefits are based both upon years of
service and the highest consecutive five year average annual salaries. The
estimated benefits are subject to the provisions of the Internal Revenue Code of
1954, as amended, which limits the annual benefits which may be paid from a tax
qualified retirement plan.
The following table sets forth certain levels of earnings and the
estimated annual benefits payable upon normal retirement under the qualified
retirement plan for the years of service indicated.
As of December 31, 1994, the officers named in the summary compensation
table have been credited with the following number of years of service: Harry
Lee Waterfield II, 32 years; Clair S. Manson, 7 years.
HIGHEST AVERAGE
ANNUAL EARNINGS
FOR FIVE
CONSECUTIVE YEARS ESTIMATED ANNUAL BENEFITS
DURING 10 YEAR UPON RETIREMENT FOR YEARS
PERIOD PRECEDING OF SERVICE INDICATED
RETIREMENT 10 YEARS 15 YEARS 20 YEARS 25 YEARS
$ 40,000 $ 8,000 $ 12,000 $ 16,000 $ 20,000
60,000 12,000 18,000 24,000 30,000
80,000 16,000 24,000 32,000 40,000
100,000 20,000 30,000 40,000 50,000
120,000 24,000 36,000 48,000 60,000
AUDITORS
Ernst & Young, LLP, Louisville, Kentucky, is the independent auditing firm
for the Company and has been since 1981, including the most recent year of
1994.
A representative is expected to be present at the shareholders' meeting with the
opportunity to make a statement and will respond to appropriate questions. The
services provided by Ernst & Young, LLP during 1994 consisted of the audit of
the Company's financial statements and audit of the Company's employee benefit
plans. No member of the firm of Ernst & Young, LLP has any relationship with
the Company other than the usual relationship that exists between independent
auditors and clients.
OTHER MATTERS
There were no transactions to which the Company was or is to be a party in
which any officer, Director, or nominee for election as Director, had any direct
or indirect material interest.
At the date of this proxy statement, management knows of no other matters
that may come before the meeting. However, if any other matters properly come
before the meeting, it is the intention of the persons named in the proxy
statement to vote on such matters in accordance with their best judgement.
By Order of the Board of Directors
INVESTORS HERITAGE LIFE INSURANCE COMPANY
Wilma Yeary, CPS, Secretary
Frankfort, Kentucky
April 19, 1995
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 substition to vote as proxies for
the undersigned at the annual meeting of shareholders of Kentucky Investors,
Inc. to be held on May 11, 1995, 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 annual meeting and proxy statement dated
April 19, 1995 as follows:
(1) Election of __FOR all nominees __WITHHOLD AUTHORITY
Directors listed below (except) to vote for all nominees
as marked to the below
contrary below)
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW:
HARRY LEE WATERFIELD II ADRON DORAN H. GLENN DORAN
(2) On any other matter which may come before the meeting in accordance with
their best judgement.
PLEASE SIGN, DATE AND MAIL PROMPLTY IN THE ENCLOSED ENVELOPE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.
This proxy when properly executed will be voted in accordance with instructions
specified but in the absence of any instructions will be voted "FOR" Item (1).
Please sign exactly as name appears on address. 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 title as such.
- - -----------------------------
- - -----------------------------
Shareholder's signature
Date --------------------, 1995
TO BE COUNTED, THIS PROXY MUST BE RECEIVED BY THE CORPORATE SECRETARY OF
INVESTORS HERITAGE LIFE INSURANCE COMPANY 200 CAPITAL AVENUE, P.O. BOX 717,
FRANKFORT, KENTUCKY 40602, ON OR BEFORE MAY 11, 1995.
DIRECTORS
<F33>
<F35>
<F36>
<F37>
ADRON DORAN (1972) E, A, C, N
President Emeritus,
Morehead State University
<F34>
H. GLENN DORAN (1992) F
Chairman of the Board,
Peoples Bank of Murray
Director, Kentucky Investors, Inc.
<F35>
MICHAEL F. DUDGEON, JR. (1988) A
Director, Regional Sales Director
Investors Heritage Life Insurance Company
<F33>
<F34>
ROBERT M. HARDY, JR. (1986) E, F
Director, General Counsel
Investors Heritage Life Insurance Company
Kentucky Investors, Inc.
<F33>
<F34>
<F35>
<F36>
<F37>
JERRY F. HOWELL (1964) E, F, A, C, N
Independent Investors
Director, Kentucky Investors, Inc.
<F34>
JOE R. JOHNSON (1972) F
Retired Treasurer,
Investors Heritage Life Insurance Company
<F36>
HELEN S. WAGNER (1986) C
Real Estate Broker,
Secretary/Treasurer, Wagner-Shuck
Builders, Inc.
Director, Kentucky Investors, Inc.
<F33>
<F34>
<F35>
<F36>
<F37>
HARRY LEE WATERFIELD II (1966) E, F, A, C, N
Chairman of the Board, President & CEO
Investors Heritage Life Insurance Company
Kentucky Investors, Inc.
<F35>
DR. JERRY F. HOWELL, JR. (1987) A
Head, Dept. of Biological &
Environmental Sciences
Morehead State University
Director, Kentucky Investors, Inc.
<F33>
E - Member of Executive Committee
<F34>
F - Member of Finance Committee
<F35>
A - Member of Audit Committee
<F36>
C - Member of Compensation Committee
<F37>
N - Member of Nominating Committee
