AMENDMENT NUMBER 1
TO THE PROXY STATEMENT OF
KENTUCKY INVESTORS, INC.
DATED APRIL 17, 1998
The following replaces the section titled "Compensation of Executive Officers
Paid by the Corporation and its Subsidiaries" found on page 4 of the Proxy
Statement dated April 17, 1998. Please attach this Amendment to your Proxy
Statement.
COMPENSATION OF EXECUTIVE OFFICERS PAID BY THE CORPORATION AND ITS SUBSIDIARIES
The Company does not pay any of its executive officers a regular salary;
therefore, the Company does not have a Compensation Committee. The expense of
the retirement plan to Kentucky Investors, Inc., for its executive officers is
none. Seven executive officers of the Company, who also serve as Directors
and/or officers of IHLIC, were compensated by IHLIC. The following SUMMARY
COMPENSATION TABLE sets forth each executive officer of the Company whose
aggregate direct compensation received from IHLIC exceeded $100,000.
SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL
POSITION YEAR SALARY($) BONUS
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Harry Lee Waterfield II 1997 $158,684(1) $20,177
President, Chairman 1996 $153,293(1) $18,686
of the Board, & 1995 $146,856(1) $17,868
Chief Executive Officer
Howard L. Graham, 1997 $117,694(2) $10,181
Vice President- 1996 $113,064(2) $ 9,825
Corporate Services 1995 $108,716(2) $ 9,301
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(1) Amounts reported consist of contributions made by IHLIC under the 401(k)
Plan which is available to all employees of IHLIC.
(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
