Exhibit








	
	
	 




EXHIBIT 10.9


AMENDMENT TO EMPLOYMENT AGREEMENT


This AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into this 15th day of October, 2018 by and between Citizens, Inc., a Colorado corporation (the “Company”), and Kay E. Osbourn (the “Executive”) (each, a “Party” and together, the “Parties”).
WHEREAS, the Company and the Executive entered into that certain Employment Agreement with an effective date of January 16, 2017 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive desire to enter into this Amendment for the purposes of memorializing actions taken by the Company’s Board of Directors in 2017 and amending the Employment Agreement on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:


1.Defined Terms. Capitalized terms used but not specifically defined or amended in this Amendment shall have the same meanings ascribed to such terms in the Employment Agreement.


		
	2.
	Position and Duties. The Employment Agreement is hereby amended as follows:




(a)The first sentence of Section 2(a) is hereby deleted and replaced with the following: “During the Term, the Executive shall serve as the Company’s Executive Vice President, Chief Financial Officer and Chief Investment Officer.”
(b)Any and all references in the Employment Agreement to the Executive’s position as “President” are hereby deleted and replaced with “Executive Vice President, Chief Financial Officer and Chief Investment Officer”. The Parties acknowledge and agree that: (i) the effective date for the change described in the preceding sentence was September 12, 2017 in accordance with contemporaneous action taken by the Company’s Board of Directors; and (ii) such change did not and shall not constitute Good Reason.
(c)Further, the Executive hereby acknowledges and affirms that should the CEO and/or Board of Directors of the Company determine to remove the title of Chief Investment Officer then no amendment to the Employment Agreement shall be required.


3.Base Salary. The Employment Agreement is hereby further amended by deleting the first sentence of Section 3(a) and replacing it the following: “During the Term, the Company shall pay the Executive a base salary at the rate of $350,000 per year (the “Base Salary”). The Parties acknowledge and agree that the effective date for this salary change was January 1, 2018, in accordance with contemporaneous action taken by the Company’s Compensation Committee and the Board of Directors.


4.Effect of this Amendment. This Amendment contains the entire understanding of the Parties with respect to the matters set forth herein and supersedes any prior agreement of any kind or character, whether oral or written, pertaining to such matters.  Other than as specifically amended by this Amendment, the terms and conditions of the Employment Agreement are hereby ratified and confirmed.


5.Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A signature transmitted by facsimile or other electronic means shall be deemed to be and have the effect of an original signature.


IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.


	
				
	 
	CITIZENS, INC.    
	 
	EXECUTIVE

	 
	 
	 
	 

	 
	By:        /s/ Grant G. Teaff
	 
	By: /s/ Kay E. Osbourn 

	 
	Name:  Grant  G. Teaff
	 
	Name: Kay E. Osbourn     

	 
	Title:    Chairman, Compensation Committee
	 
	Title: Executive Vice President, Chief Financial Officer




	
	
	 






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