PLACEMENT AGENT AGREEMENT

Exhibit 10.2

3,200,000 Shares

Citizens, Inc.

Class A Common Stock
(no par value)
PLACEMENT AGENT AGREEMENT

November 28, 2007

Oppenheimer & Co. Inc.
          As representative of the Placement Agents
          named in Schedule I hereto
125 Broad Street
New York, New York 10004

Dear Sirs:

     Citizens, Inc., a Colorado corporation (the “ Company ”), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this “ Agreement ”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “ Subscription Agreements ”) entered into with the Purchasers identified therein (each a “ Purchaser ” and, collectively, the “ Purchasers ”), up to an aggregate of 3,200,000 shares (the “ Shares ”) of the Company’s Class A common stock, no par value (the “ Common Stock ”). The Company hereby confirms its agreement with the placement agents named on Schedule I attached hereto (the “ Placement Agents ”) as set forth below. Oppenheimer & Co. Inc. (“ Oppenheimer ”) is acting as the representative of the Placement Agents and in such capacity is hereinafter referred to as the “ Representative. ” Certain terms used herein are defined in Section 14 hereof:

1. Agreement to Act as Placement Agent; Placement of Securities . On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement:

	(a)		The Company hereby authorizes the Placement Agents to act as its exclusive agents to solicit offers for the purchase of all or part of the Shares from the Company in connection with the proposed offering of the Shares (the “ Offering ”). Until the Closing Date (as defined in Section 3 hereof) or upon the termination of the Offering, the Company shall not, without the prior written consent of the Representative, solicit or accept offers to purchase the Shares otherwise than through the Placement Agents.
	(b)		The Placement Agents agree, as agents of the Company, to use their reasonable best efforts to solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall make commercially reasonable efforts to assist the

			Company in obtaining performance by each Purchaser whose offer to purchase Shares has been solicited by the Placement Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agents be obligated to purchase any Shares for their own account and, in soliciting purchases of Shares, the Placement Agents shall act solely as the Company’s agents and not as principals. Notwithstanding the foregoing and except as otherwise provided in Section 1(c) hereof, it is understood and agreed that the Placement Agents (or their affiliates) may, solely at their discretion and without any obligation to do so, purchase Shares as principals, provided , however , that any such purchases by the Placement Agents shall be subject to the prior approval of the Company, in its sole discretion, and that such purchases are properly disclosed in the General Disclosure Package if required under the securities laws.
	(c)		Subject to the provisions of this Section 1 , offers for the purchase of Shares may be solicited by the Placement Agents as agents for the Company at such times and in such amounts as the Placement Agents deem advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Shares received by it as agent of the Company. The Company shall have the sole and absolute right to accept offers to purchase the Shares and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein.
	(d)		The purchases of the Shares by the Purchasers shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto.
	(e)		As compensation for services rendered, on the Closing Date the Company shall pay to the Placement Agents (or cause to be paid out of escrow) by wire transfer of immediately available funds to an account or accounts designated by the Representative, an amount equal to five and a half percent (5.5%) of the gross proceeds received by the Company from the sale of the Shares on such Closing Date.
	(f)		No Share which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Share shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver any Shares to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against loss, claim or damage arising from or as a result of such default by the Company in accordance with Section 7 hereof.

2. Representations and Warranties of the Company . The Company represents and warrants to, and agrees with, the Placement Agents that:

(a)

The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and published rules and regulations thereunder (the “ Rules and Regulations ”) adopted by the Securities and Exchange Commission (the “ Commission ”) a “shelf” Registration Statement (as hereinafter defined) on Form S-3 as amended (No. 333-143518), which became effective on June 22, 2007 (the “ Effective Date ”), including a base prospectus relating to the Shares (the “ Base Prospectus ”), and such amendments and supplements thereto as may have been required to the date of this Agreement. The term “ Registration Statement ” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Rule 430 or 424(b) of the Rules and Regulations), as amended or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and, to the knowledge of the Company, no proceedings for that purpose have been instituted or are threatened by the Commission. The Company, if required by the Rules and Regulations, proposes to file the Prospectus (as defined below), with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The term “ Prospectus ” as used in this Agreement means the Prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or, if the Prospectus is not to be filed with the Commission pursuant to Rule 424(b), the Prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus or prospectus supplement shall be provided to the Placement Agents by the Company for use in connection with the offering and sale of the Shares which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term “ Prospectus ” shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Placement Agents for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereafter called a “ Preliminary Prospectus .” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), on or before the last to occur of the Effective Date, the date of the Preliminary Prospectus, or the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the Effective Date, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated by reference and (ii) any such document so filed, but excluding any documents or information furnished to the

Commission under Item 2.02 or Item 7.01 of any Current Report on Form 8-K. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “ 462(b) Registration Statement ”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement.

	(b)		As of the Applicable Time (as defined below) and as of the Closing Date, neither (i) the Pricing Prospectus (as defined below) and any information included on Schedule II hereto (the “ Pricing Information ”) and the General Use Free Writing Prospectus (as defined below), if any, issued at or prior to the Applicable Time, all considered together (collectively, the “ General Disclosure Package ”), nor (ii) any individual Limited Use Free Writing Prospectus (as defined below), if any, when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Company makes no representations or warranties as to information contained in or omitted from any Issuer Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agents through the Representative specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agents’ Information (as defined in Section 16 hereof). As used in this Section 2(b) and elsewhere in this Agreement:
			“ Applicable Time ” means 4:30 P.M., New York time, on the date of this Agreement.
			“ Pricing Prospectus ” means the Preliminary Prospectus, if any, and the Base Prospectus, each as amended and supplemented as of immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof.
			“ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act relating to the Shares in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.
			“ General Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is identified on Schedule III hereto.
			“ Limited Use Free Writing Prospectuses ” means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus.
	(c)		No order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus relating to the proposed offering of the Shares has been issued by the Commission, and, to the knowledge of the

Company, no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted or is threatened by the Commission. Each Preliminary Prospectus, if any, at the time of filing thereof, and the General Disclosure Package, at the Applicable Time, conformed in all material respects to the requirements of the Securities Act and the Rules and Regulations, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to information contained in or omitted from any Preliminary Prospectus or the General Discount Package in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agents through the Representative specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agents’ Information (as defined in Section 16 hereof).

	(d)		At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Pricing Prospectus and Prospectus and any amendments or supplements thereto, at time the Pricing Prospectus and Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided , however , that the foregoing representations and warranties in this Section 2(d) shall not apply to information contained in or omitted from the Registration Statement or the Pricing Prospectus and Prospectus, or any amendment or supplement thereto, in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agents through the Representative specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agents’ Information (as defined in Section 16 hereof).
	(e)		Each Issuer Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Placement Agents as described in Section 4(e) hereof, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, Pricing Prospectus or the Prospectus, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or included or would include an untrue statement of a material fact or omitted or would omit to

state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at the subsequent time, not misleading. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by the Placement Agents through the Representative specifically for inclusion therein, which information the parties hereto agree is limited to the Placement Agents’ Information (as defined in Section 16 hereof).

	(f)		The documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, when such documents become effective or are filed with the Commission , as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
	(g)		The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the offering and sale of the Shares other than any Preliminary Prospectus, the Pricing Prospectus and the Prospectus and other materials, if any, permitted under the Securities Act and consistent with Section 4(b) hereof. The Company will file with the Commission all Issuer Free Writing Prospectuses, if any, in the time and manner required under Rules 164(b)(2) and 433(d) under the Securities Act.
	(h)		(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Colorado, and (ii) each of the subsidiaries of the Company, as listed on Schedule IV hereto (collectively, the “ Subsidiaries ”), has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the jurisdiction of its incorporation. The Company and each of the Subsidiaries have all requisite corporate power and authority and all necessary authorizations, consents, approvals, orders, licenses (including, without limitation, insurance licenses), grants, exemptions, certificates, qualifications, registrations, franchises and permits (collectively, “ Approvals ”) of and from every federal, state, local or foreign court or tribunal or governmental agency or regulatory or other body or commission, (including, without limitation, self-regulating organizations and insurance regulatory agencies) having jurisdiction over the Company or any of the Subsidiaries or any of their assets or properties (including, without limitation, the New York Stock Exchange (the “ NYSE ”))

(each, a “ Governmental Entity ”) to own their assets and properties and to conduct their businesses as disclosed in the General Disclosure Package. All such Approvals are in full force and effect, and the Company is not in default under any such Approval, except to the extent the failure of such Approval to be in full force and effect or to be in default would not, individually or in the aggregate, reasonable be expected to have a Material Adverse Effect. All of the Approvals necessary or appropriate for the Company to enter into this Agreement and the Subscription Agreements and to carry out the provisions and conditions hereof and thereof and the transactions contemplated hereby and thereby are in full force and effect. The Company and each of the Subsidiaries: (x) are duly qualified to transact business in all jurisdictions in which such qualification is necessary or appropriate in connection with the conduct of their business; (y) own, or possess adequate rights to use, all patents, trademarks, service marks, copyrights, trademarks, trade secrets and rights necessary or advisable for the conduct of their businesses as disclosed in the General Disclosure Package and none of them has received any notice and is not otherwise aware of any conflict with the asserted rights of others, and the Company knows no basis therefor; and (z) conduct their respective businesses in compliance, in all material respects, with all applicable federal, state, local and foreign statutes, laws, rules, regulations, decisions, judgments, directives, decrees and orders (collectively, “ Laws ”). Since January 1, 2001, neither the Company nor any of the Subsidiaries has received any formal communication from any Governmental Entity asserting that the Company or any of the Subsidiaries is not in compliance, in all material respects, with any Approval or any applicable Law.

	(i)		The Subsidiaries are the only subsidiaries, direct or indirect, of the Company which are material to the Company’s business. The outstanding shares of capital stock of each of the Subsidiaries that is a corporation have been duly authorized and validly issued, are fully paid and nonassessable, and, to the extent set forth in Schedule IV hereto, are owned by the Company or another Subsidiary free and clear of all liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into or exercise or exchange for shares of capital stock or other ownership interests in the Subsidiaries are outstanding.
	(j)		Each Subsidiary that is required to be organized or licensed as an insurance company (each, an “ Insurance Subsidiary ”) is duly organized and licensed as an insurance company in each jurisdiction where it is required to be so licensed or authorized to conduct its business. Except as otherwise disclosed in the General Disclosure Package, each Insurance Subsidiary has all Approvals of and from all insurance Governmental Entities (collectively, “ Insurance Authorities ”) to conduct its business, with such exceptions as would not, individually or in the aggregate, reasonably be expected to (i) have a material adverse effect on (A) the business, properties, assets, current or future consolidated financial position, reserves, surplus, business prospects, shareholders’ equity or results of operations of the Company and the Subsidiaries, taken as a whole, (B) the Company’s liability for future policy benefits, policyholder account balances and other claims, or (C) the ability of the Company to sell the Shares to the Purchasers in accordance with

this Subscription Agreements or otherwise comply with, perform its obligations under or consummate the transactions contemplated by this Agreements or the Subscription Agreements, or (ii) result in the delisting of the Common Stock from the NYSE (a “ Material Adverse Effect ”). There is no pending or, to the knowledge of the Company, threatened action, suit, investigation or proceeding before or by any Governmental Entity (each, a “ Proceeding ”) that could reasonably be expected to lead to the revocation, termination or suspension of any Approval. To the knowledge of the Company, no Insurance Authority has issued any order or decree impairing, restricting or prohibiting the payment of dividends by any Insurance Subsidiary to its parent. Each of the Company and each Insurance Subsidiary has made all filings, registrations and declarations (collectively, “ Filings ”) with all Insurance Authorities necessary to own, lease, license and use its assets and properties and to conduct its business in the manner described in the General Disclosure Package. Each Insurance Subsidiary is in compliance with, and conducts its businesses in conformity with, in all material respects, all applicable Laws.

	(k)		All reinsurance treaties and similar arrangements (including placement slips) to which any Insurance Subsidiary is a party are in full force and effect and no Insurance Subsidiary is in violation of, or in default in the performance, observance or fulfillment of, any obligation, agreement, covenant or condition contained therein, except for such violation or default which would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; no Insurance Subsidiary has received any notice from any of the other parties to such treaties or arrangements that such other party intends not to perform such treaty or arrangement and, to the knowledge of the Company and each Insurance Subsidiary, none of the other parties to such treaties or arrangements will be unable to perform such treaty or arrangement except (i) to the extent adequately and properly reserved for in the audited historical financial statements of the Company included in the Registration Statement and the General Disclosure Package or (ii) to the extent that such nonperformance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and except as disclosed in the General Disclosure Package, no Insurance Subsidiary has received any notice from any of the other parties to such treaties or arrangements that such other party intends to terminate such treaty or arrangements.
	(l)		Except as disclosed in the General Disclosure Package, the Company and its Insurance Subsidiaries have made no material change in their insurance reserving practices since December 31, 2005.
	(m)		The reserves reflected on the statutory statements of each Insurance Subsidiary, as of the dates specified in such statements, (i) were computed in accordance with presently accepted actuarial standards consistently applied and are fairly stated, in accordance with sound actuarial principles, (ii) met the requirements of all applicable insurance Laws, and are at least as great as the minimum aggregate amounts required by applicable Law, and (iii) included provision for all actuarial reserves and related statement items which should be established.

	(n)		The statutory financial statements of the Insurance Subsidiaries are prepared for each relevant period in conformity with applicable statutory accounting principles or practices required or permitted by applicable Law and by the appropriate insurance department of the jurisdiction of domicile of each Insurance Subsidiary, respectively, and such statutory accounting practices have been applied on a consistent basis throughout the periods involved, except as may otherwise be indicated therein or in the notes thereto, and present fairly in all material respects the statutory financial position of each Insurance Subsidiary as of the dates thereof, and the statutory basis results of operations of each Insurance Subsidiary for the periods covered thereby.
	(o)		No insurance agent or producer appointed by any Insurance Subsidiary has ceased selling insurance policies on behalf of such Insurance Subsidiary or has indicated an interest in decreasing or ceasing the amount of insurance it sells on behalf of such Insurance Subsidiary or otherwise modifying its relationship with the Company or the Insurance Subsidiaries, other than (i) in the ordinary course of business consistent with past practices or (ii) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
	(p)		The Company and the Subsidiaries have good and marketable title in fee simple to, or valid and enforceable leasehold estates in, all items of real and personal property which are stated in the General Disclosure Package to be owned or leased by them, in each case free and clear of all liens, encumbrances, claims, security interests and defects, other than those which are referred to in the General Disclosure Package, and other than those which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
	(q)		Except as otherwise disclosed in the General Disclosure Package, there is no Proceeding now pending or, to the knowledge of the Company, threatened or contemplated by any Governmental Entity or by any other person to which the Company or any of the Subsidiaries is or is threatened to be made a party or of which any asset or property of the Company or any of the Subsidiaries is or is threatened to be made the subject, (i) that is required to be disclosed in the General Disclosure Package by the Act or by the Regulations and is not disclosed therein or (ii) which, if determined adversely to the Company or any of the Subsidiaries, would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; all pending Proceedings to which the Company or any of the Subsidiaries is a party or of which any of their assets or property is the subject, either individually or in the aggregate, which are not described in the General Disclosure Package, including ordinary routine litigation incidental to their respective businesses, would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
	(r)		Except as otherwise disclosed in the notes thereto or the reports thereon, the consolidated financial statements and related schedules of the Company and the Subsidiaries filed with the Commission as part of the Registration Statement and the General Disclosure Package fairly present the consolidated financial position

and the consolidated results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply; such financial statements and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“ GAAP ”), consistently applied throughout the periods involved; and all adjustments necessary for a fair presentation of results for such periods have been made. The summary financial and statistical data included or incorporated by reference in the Registration Statement and the General Disclosure Package present fairly the information shown therein and such data have been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company.

	(s)		Ernst & Young LLP, who have audited certain financial statements of the Company and the Subsidiaries, are, to the knowledge of the Company, an independent registered public accounting firm as required by the Act and the Regulations and in accordance with the requirements of applicable insurance Laws and the published standards of the National Association of Insurance Commissioners, and, to the knowledge of the Company, such accountants are not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) with respect to the Company.
	(t)		KPMG LLP, who have audited certain financial statements of the Company and the Subsidiaries, are, to the knowledge of the Company, independent registered public accountants as required by the Act and the Regulations and in accordance with the requirements of applicable insurance Laws and the published standards of the National Association of Insurance Commissioners, and, to the knowledge of the Company, such accountants are not in violation of the auditor independence requirements of the Sarbanes-Oxley Act with respect to the Company.
	(u)		The business, assets, properties, consolidated financial position, business prospects, shareholders’ equity and results of operations of the Company and the Subsidiaries taken as a whole conform to the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Final Prospectus.
	(v)		No default exists, and no event has occurred which, with notice or lapse of time, or both, would constitute a default or result in an acceleration in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement or any other material agreement, understanding or instrument to which the Company or any of the Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound or affected (including, without limitation, any agreement or instrument filed as an exhibit to the Registration Statement or any Incorporated Document), except for any such breaches or defaults which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
	(w)		(i) The Company is not in violation of any term or provision of its Restated and Amended Articles of Incorporation or Bylaws, and (ii) none of the Subsidiaries is

in violation of any term or provision of its certificate or articles of incorporation or its bylaws, as applicable.

	(x)		Neither the execution and delivery by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby nor the compliance by the Company with the terms and provisions hereof will (i) conflict with, result in a breach of, or acceleration under, or constitute a default under any of the terms, provisions or conditions of, (A) the Restated and Amended Articles of Incorporation or the Bylaws of the Company or the certificate or articles of incorporation or its bylaws, as applicable, of any of the Subsidiaries or (B) any material agreement or instrument to which any of them is a party or by which any of them or any of their assets is or are bound (including, without limitation, any agreement or instrument filed as an exhibit to the Registration Statement or any Incorporated Document) or (ii) violate any Approval or Law.
	(y)		The Company has authorized, issued and outstanding capital stock, including preferred stock, as set forth in the General Disclosure Package. All of the issued shares of the Common Stock are duly and validly authorized, issued and outstanding, fully paid and nonassessable, and free of preemptive rights, and the Shares, when issued and delivered in accordance with this Agreement, will be duly and validly authorized, issued and outstanding, fully paid and nonassessable, and free of preemptive rights. The Common Stock and the other securities of the Company conform to all statements in relation thereto contained in the General Disclosure Package. All of the issued shares of Common Stock and preferred stock of the Company have been issued in compliance with all applicable federal and state securities Laws, including all applicable insurance securities Laws.
	(z)		The Company has obtained from each of its executive officers and directors an executed lock-up agreement in substantially the form of Exhibit B hereto.
	(aa)		Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act (collectively, “ registration rights ”), and any person to whom the Company has granted registration rights has agreed not to exercise such rights until after the expiration of the period (the “ Lock-Up Period ”) described below. The initial Lock-Up Period will commence on the date of the Final Prospectus and will end 90 days after such date, or such earlier date that the Representative consents to in writing; provided , however , that if (i) during the last 17 calendar days of such 90-day period, the Company issues a earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such 90-day period, the Company announces that it will release earnings results during the 16 calendar-day period beginning on the last day of such 90-day period, then, in each

case, such 90-day period shall be extended until the expiration of the 18 calendar-day period that begins on the date of the issuance of any such release or on which such material news or material event occurs, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in the preceding clause (ii) that gives rise to an extension of such 90-day period.

	(bb)		This Agreement has been duly and validly authorized, executed and delivered by the Company.
	(cc)		Neither the Company nor any of the Subsidiaries has sustained, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package, any Material Adverse Effect or any material loss or interference with its business from fire, explosion, accident, hurricane, earthquake, theft, sabotage, flood or other calamity or malicious act, whether or not covered by insurance, or from any labor dispute or action, order or decree of any Governmental Entity, other than as set forth in the General Disclosure Package. Since the date as of which information is given in the General Disclosure Package, there has not been any change in the capitalization or indebtedness for borrowed money of the Company or any of the Subsidiaries, and no event or development has occurred that individually or in the aggregate has had, or would be reasonably expected to have, a Material Adverse Effect. Other than as disclosed or otherwise reflected in the General Disclosure Package, there have been no transactions entered into by the Company or any of the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and the Subsidiaries, taken as a whole, and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.
	(dd)		No Subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company or any other Subsidiary, from making any other distribution on such Subsidiary’s capital stock or from repaying to the Company any loans or advances to such Subsidiary from the Company or another Subsidiary, other than as disclosed in the General Disclosure Package.
	(ee)		The Company and the Subsidiaries have filed all federal, state, local and foreign tax returns which are required to be filed by each of them or have requested extensions thereof and have paid all taxes shown on such returns and all assessments received by any of them to the extent that the same have become due. All tax liabilities have been adequately provided for in the financial statements of the Company, and the Company does not know of any actual or proposed additional material tax assessments except as disclosed in the General Disclosure Package.
	(ff)		Except for (i) the supplemental listing application to be filed by the Company with the NYSE to list the Shares and (ii) permits and similar authorizations required under the securities or Blue Sky Laws of certain jurisdictions, no consent, authorization, or approval is required from any Governmental Entity in connection

with this Agreement and the transactions contemplated hereby, other than such consents, authorizations or approvals that have been obtained.

	(gg)		Neither the Company nor any of the Subsidiaries, nor any officer or director of any of them nor, to the knowledge of the Company, any employee of any of them, has made any payment of funds of the Company or any of the Subsidiaries or purchased any property with funds of the Company or any of the Subsidiaries in a manner prohibited by Law, and no funds of the Company or any of the Subsidiaries or property purchased with funds of the Company or any of the Subsidiaries have been set aside to be used for any payment prohibited by applicable Law. Neither the Company nor any of the Subsidiaries nor, to the knowledge of the Company, any employee or agent of the Company or any Subsidiary in his/her capacity as such, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any applicable Law.
	(hh)		The Company is subject to the reporting requirements of Section 13 of the Exchange Act and files reports with the Commission on the EDGAR System. The Common Stock (including the Shares) is registered pursuant to Section 12(b) of the Exchange Act and is listed on the NYSE. The Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing. The Shares are dul