SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

                                                                                CITIZENS, INC.                                                                                   

(Name of Issuer)

                                                                 Class A Common Stock, no par value                                                             

(Title of Class of Securities)

                                           174740 10 0                                             

(CUSIP Number)

                                        August 9, 2005                                          

(Date of Event which Requires Filing of this Statement)

GAMASE Policyholders Trust

c/o Gala Management Services, Inc.

Scotia Plaza, 9^th Floor

Federico Boyd Avenue 18 and 51 Street

Panama 5

Republic of Panama

Attention: Tomas Herrera

with a copy to:

Eduardo Vidal

Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, New York 10004

                                                                         Telephone: (212) 837-6590                                                                        

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [   ].

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 2 

1	NAME OF REPORTING PERSONS  Galindo, Arias & Lopez  S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) £             & #160;        (b) T
3	SEC USE ONLY
4	SOURCE OF FUNDS  OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT  TO ITEMS 2(d) OR 2(e)            £< /font>
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Republic of Panama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER  0
		8	SHARED VOTING POWER  0
		9	SOLE DISPOSITIVE POWER  0
		10	SHARED DISPOSITIVE POWER  17,426,592
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  17,426,592
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  46.5%
14	TYPE OF REPORTING PERSON*  PN

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 3 

1	NAME OF REPORTING PERSONS  Gala Management Services, Inc.  S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) £              ;         (b) T
3	SEC USE ONLY
4	SOURCE OF FUNDS  OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT  TO ITEMS 2(d) OR 2(e)            £ ;
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Republic of Panama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER  0
		8	SHARED VOTING POWER  0
		9	SOLE DISPOSITIVE POWER  0
		10	SHARED DISPOSITIVE POWER  10,872,844
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  10,872,844
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  29.0%
14	TYPE OF REPORTING PERSON*  CO

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 4 

1	NAME OF REPORTING PERSONS  GAMASE Insureds Trust  S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) £             60;         (b) T
3	SEC USE ONLY
4	SOURCE OF FUNDS  OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT  TO ITEMS 2(d) OR 2(e)             63;
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Republic of Panama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER  0
		8	SHARED VOTING POWER  0
		9	SOLE DISPOSITIVE POWER  0
		10	SHARED DISPOSITIVE POWER  10,309,097
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  10,309,097
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  27.5%
14	TYPE OF REPORTING PERSON*  OO

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 5 

1	NAME OF REPORTING PERSONS  GAMASE Agents Trust  S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) £            & #160;         (b) T
3	SEC USE ONLY
4	SOURCE OF FUNDS  OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT  TO ITEMS 2(d) OR 2(e)            & #163;
6	CITIZENSHIP OR PLACE OF ORGANIZATION  Republic of Panama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER  0
		8	SHARED VOTING POWER  0
		9	SOLE DISPOSITIVE POWER  0
		10	SHARED DISPOSITIVE POWER  563,747
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  563,747
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  1.5%
14	TYPE OF REPORTING PERSON*  OO

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 6 

1	NAME OF REPORTING PERSONS  Regal Trust (BVI) Ltd.  S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) £             ;          (b) T
3	SEC USE ONLY
4	SOURCE OF FUNDS  OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT  TO ITEMS 2(d) OR 2(e)            £
6	CITIZENSHIP OR PLACE OF ORGANIZATION  British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER  0
		8	SHARED VOTING POWER  0
		9	SOLE DISPOSITIVE POWER  0
		10	SHARED DISPOSITIVE POWER  6,553,748
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  6,553,748
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  17.5%
14	TYPE OF REPORTING PERSON*  CO

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 7 

1	NAME OF REPORTING PERSONS  CICA Policyholders Trust  S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) £            60;          (b) T
3	SEC USE ONLY
4	SOURCE OF FUNDS  OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT  TO ITEMS 2(d) OR 2(e)            £
6	CITIZENSHIP OR PLACE OF ORGANIZATION  British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER  0
		8	SHARED VOTING POWER  0
		9	SOLE DISPOSITIVE POWER  0
		10	SHARED DISPOSITIVE POWER  5,834,804
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  5,834,804
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  15.6%
14	TYPE OF REPORTING PERSON*  OO

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 8 

1	NAME OF REPORTING PERSONS  CICA Associates Trust  S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS  N/A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) £           & #160;          (b) T
3	SEC USE ONLY
4	SOURCE OF FUNDS  OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT  TO ITEMS 2(d) OR 2(e)            £
6	CITIZENSHIP OR PLACE OF ORGANIZATION  British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER  0
		8	SHARED VOTING POWER  0
		9	SOLE DISPOSITIVE POWER  0
		10	SHARED DISPOSITIVE POWER  718,944
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  718,944
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  1.9%
14	TYPE OF REPORTING PERSON*  OO

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 9

Item 1.Security and Issuer

The class of equity security to which this statement relates is the Class A Common Stock, no par value (the “Common Stock”), of Citizens, Inc., a Colorado corporation (the “Company”). The address of the principal executive offices of the Company is 400 East Anderson Lane, Austin, Texas 78752.

Item 2.Identity and Background

This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the United States Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) Galindo, Arias & Lopez, a partnership organized under the laws of the Republic of Panama (“GA&L”), (2) Gala Management Services, Inc., a corporation organized under the laws of the Republic of Panama (“Gala Management”), (3) GAMASE Insureds Trust, a trust established under the laws of the Republic of Panama (“GAMASE Insureds Trust”), (4) GAMASE Agents Trust, a trust established under the laws of the Republic of Panama (“GAMASE Agents Trust”), (5) Regal Trust (BVI) Ltd., a corporation organized under the laws of the British Virgin Islands (“Regal”), (6) CICA Policyholders Trust, a trust established under the laws of the British Virgin Islands (“Regal Policyholders Trust”), and (7) CICA Associates Trust, a trust established under the laws of the British Virgin Islands (“Regal Associates Trust”, together with GA&L, Gala Management, GAMASE Insureds Trust, GAMASE Agents Trust, Regal and Regal Policyholders Trust, collectively, the “Reporting Persons” and each, a “Reporting Person”).

The principal business address of each Reporting Person is c/o Galindo, Arias & Lopez, Scotia Plaza, 9^th Floor, Federico Boyd Avenue 18 and 51 Street, Panama 5, Republic of Panama.

The principal purpose of the GAMASE Insureds Trust and Regal Policyholders Trust (collectively, the “Policyholders Trusts”, and each, a “Policyholders Trust”), as described in their respective governing instruments attached hereto as Exhibits 1 and 2, is to provide their respective settlors (all of whom must be policyholders of Citizens Insurance Company of America, a Colorado insurance corporation and a wholly-owned subsidiary of the Company (“CICA”), and none of whom may be U.S. citizens or residents) with a long-term investment vehicle to accumulate the policy dividends payable on their policies with CICA. GAMASE Insureds Trust currently holds 10,309,097 shares of the Common Stock, which constitute approximately 27.5% of the total Common Stock issued and outstanding. Regal Policyholders Trust currently holds 5,834,804 shares of the Common Stock, which constitute approximately 15.6% of the total Common Stock issued and outstanding.

The principal purpose of GAMASE Agents Trust and Regal Associates Trust (collectively, the “Agents Trusts”, and each, an “Agents Trust”, and together with the Policyholders Trusts, collectively, the “Trusts”, and each, a “Trust”), as described in their respective governing instruments attached hereto as Exhibits 3 and 4, is to provide their respective settlors (all of whom must be consultants of CICA or their associates and none of whom may be

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 10

U.S. citizens or residents) with a long-term investment vehicle to accumulate the commissions payable to each such settlor by CICA and to hold those amounts for the retirement, death or disability of such settlor. GAMASE Agents Trust currently holds 563,747 shares and Regal Associates Trust currently holds 718,944 shares of the Common Stock, which constitute approximately 1.5% and 1.9%, respectively, of the Common Stock issued and outstanding.

The principal business of Gala Management is to serve as the trustee of GAMASE Insureds Trust and GAMASE Agents Trust. The principal business of Regal is to serve as the trustee of Regal Policyholders Trust and Regal Associates Trust.

The principal purpose of GA&L is to operate as a law firm. All the partners of GA&L are natural persons and residents of the Republic of Panama. GA&L is the 100% owner of each of Gala Management and Regal.

During the past five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.Source and Amount of Funds or Other Consideration.

The sources of funds for the purchase of the Common Stock held by the Trusts are:

(a)  Dividends, commissions and other distributions made from time to time by CICA for the benefit of the settlors;

(b)  In the case of GAMASE Insureds Trust and Regal Policyholders Trust, additional voluntary contributions of settlors (limited to US$25,000 annually and subject to a US$500 minimum); and

(c) Interest and dividends earned on the trust corpus.

Non-U.S. policyholders of CICA have, from time to time, opted into a Policyholders Trust by means of an adherence agreement, pursuant to which the adhering policyholder assigned to such Policyholders Trust all dividends payable by CICA under a policy purchased. Non-U.S. insurance consultants and their associates generating business for CICA have, from time to time, opted into an Agents Trust by means of an adherence agreement, pursuant to which the adhering consultant or associate assigned to such Agents Trust certain commissions payable by CICA in connection with business generated.

Currently, the Trusts collectively have over 74,000 of such individual beneficiaries with average holdings per beneficiary of less than 0.1% of the Common Stock, and no individual beneficiary’s holdings materially exceed such average. No beneficiary has power to direct a

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 11

purchase or sale of the Common Stock held by a Trust so long as such beneficiary has not liquidated such beneficiary’s participation in such Trust. Each beneficiary retains the sole right to vote the shares of Common Stock as to which it is the beneficiary (and, as of August 9, 2005, the trustees no longer accept proxies). As such, no trustee obtains any information or takes any actions with respect to the voting by individual beneficiaries and does not disclose to any beneficiary the identity of other beneficiaries.

Item 4.Purpose of the Transaction

The instruments governing each of the Trusts are attached as Exhibits 1 through 4 hereto. The Common Stock represents the only asset (other than cash) permitted to be held by the Trusts. The trustees purchased Common Stock pursuant to such instruments.

On August 9, 2005, the board of directors of Gala Management and the board of directors of Regal each adopted a resolution waiving all proxy rights granted by the beneficiaries to the trustees with respect to Common Stock held in the Trusts.

The Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, except that the trustees plan to continue to purchase Common Stock from time to time pursuant to the trust instruments, as a result of which the Reporting Persons may be deemed beneficial owners of additional such shares. Trustees deliver shares of the Common Stock to settlors to the extent of any such settlors’ liquidation of their participation in the Trusts, and no trustee has sold any shares of the Common Stock owned by any Trust.

Item 5.Interest in Securities of the Issuer

(a)The Reporting Persons may be deemed to be a group as defined in Rule 13d-5(b) under the Exchange Act and, as such a group, may be deemed to beneficially own an aggregate of 17,426,592 shares of the Common Stock, which constitute approximately 46.5% of the outstanding shares of the Common Stock, based on 37,479,019 shares of the Common Stock outstanding as of August 1, 2005, according to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the Commission on August 10, 2005, on which are based all of the percentages of outstanding shares of Common Stock set forth herein. The foregoing and all other amounts of beneficial ownership set forth herein are calculated pursuant to Rule 13d-3 under the Exchange Act (“Rule 13d-3”).

GAMASE Insured Trust holds 10,309,097 shares of the Common Stock (constituting approximately 27.5% of the outstanding Common Stock) and may be deemed to beneficially own such shares pursuant to Rule 13d-3.

Regal Policyholders Trust holds 5,834,804 shares of the Common Stock (constituting approximately 15.6% of the outstanding Common Stock) and may be deemed to beneficially own such shares pursuant to Rule 13d-3.

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 12

GAMASE Agents Trust holds 563,747 shares of the Common Stock (constituting approximately 1.5% of the outstanding Common Stock) and may be deemed to beneficially own such shares pursuant to Rule 13d-3.

Regal Associates Trust holds 718,944 shares of the Common Stock (constituting approximately 1.9% of the outstanding Common Stock) and may be deemed to beneficially own such shares pursuant to Rule 13d-3.

Gala Management is the sole trustee of GAMASE Insureds Trust and GAMASE Agents Trust, and therefore may be deemed to beneficially own 10,872,844 shares of the Common Stock (constituting approximately 29.0% of the outstanding Common Stock) pursuant to Rule 13d-3.

Regal is the sole trustee of Regal Policyholders Trust and Regal Associates Trust, and therefore may be deemed to beneficially own 6,553,748 shares of the Common Stock (constituting approximately 17.5% of the outstanding Common Stock) pursuant to Rule 13d-3.

GA&L owns a 100% interest in each of Gala Management and Regal, and therefore may be deemed to beneficially own 17,426,592 shares (constituting approximately 46.5% of the outstanding Common Stock) pursuant to Rule 13d-3.

(b)No Reporting Person has either sole or shared power to direct the vote with respect to any Common Stock.

(c)The schedule of transactions in Common Stock by the Reporting Persons over the past 60 days is attached as Exhibit 5 hereto.

(d)Each of the Reporting Persons affirms that, so long as the shares are held in a Trust, no person other than the applicable trustee has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares held in such Trust.

(e)Not applicable.

Item 6.      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except for the instruments governing the Trusts, as described in Item 4 hereof and attached as Exhibits 1 through 4 hereto, there are no other contracts, agreements, understandings or relationships between the Reporting Persons and any other person with respect to the Common Stock.

Item 7.      Material to be filed as Exhibits

Exhibit 1. Trust Agreement of GAMASE Insureds Trust dated as of July 1, 1990 between the Administrative Committee of Settlors and Gala Management Services, Inc., as Fiduciary.

SCHEDULE 13D

CUSIP No. 174740 10 0 Page 13

Exhibit 2. Declaration of Trust dated as of October 1, 1997 by Regal Trust (BVI) Ltd., establishing the CICA Policyholders Trust.

Exhibit 3. Trust Agreement of GAMASE Agents Trust dated as of October 2, 1996 between the Administrative Committee of Settlors and Gala Management Services, Inc., as Fiduciary.

Exhibit 4. Declaration of Trust dated as of January 1, 1998 by Regal Trust (BVI) Ltd., establishing the CICA Associates Trust.

Exhibit 5. Schedule of Transactions over the Preceding 60 Days.

Exhibit 6. Joint Filing Agreement.

Exhibit 7. Powers of Attorney.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

October 6, 2005

GALINDO, ARIAS & LOPEZ
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Partner

GALA MANAGEMENT SERVICES, INC.
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Attorney-in-fact

GAMASE INSUREDS TRUST
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Attorney-in-fact

REGAL TRUST (BVI) LTD.
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Attorney-in-fact

CICA POLICYHOLDERS TRUST
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Attorney-in-fact

GAMASE AGENTS TRUST
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Attorney-in-fact

CICA ASSOCIATES TRUST
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Attorney-in-fact

EX-99.1

            < font id="TAB2" style="LETTER-SPACING: 9pt">           

Exhibit 1

GALA MANAGEMENT SERVICES, INCORPORATED

TRUST AGREEMENT

GALA MANAGEMENT SERVICES, INC., a corporation organized and existing in accordance with the laws of the Republic of Panama by means of public deed N^o 5875, granted by Public Notary Fifth of the Circuit of Panama on July 23, 1981, recorded in the Public Registry Office, Microfilm Section (Mercantile), under Microjacket 075941, Film Roll 6659, Image 0080 (henceforth referred to herein as THE FIDUCIARY), for the one part, and for the other part THE ADMINISTRATIVE COMMITTEE, acting in conformity with the authorization provided for in Clause XXIX of the Trust Agreement entered into on March 1, 1987, by this means agree the following:

CLAUSES

FIRST: (THE AGREEMENT) This Trust Agreement shall be governed by the clauses and stipulations contained hereinafter; to the Panamanian legislation, in general, and, in particular, to Law 1 of January 5,1984, enacted by the Republic of Panama.

SECOND: (SETTLOR(S)) The parties agree that, in addition to GALINDO, ARIAS & LOPEZ, originally designated as SETTLOR in the contract of March 1, 1987, other persons may join this trust as SETTLORS, and designate beneficiaries. However, such joining as SETTLORS shall be limited only to individual applicants, insureds and/or owners of life insurance contracts (henceforth referred to as INSURANCE CONTRACTS) with CITIZENS INSURANCE COMPANY OF AMERICA (henceforth referred to as CICA), a wholly-owned subsidiary of CITIZENS, INC. (henceforth referred to as CITIZENS), provided however, THE FIDUCIARY shall have the right to reject any person, at its option, as a SETTLOR(S) and furthermore that said applicants, insureds or owners may not be citizens or residents of the United States of America, such applicants, insureds and owners being henceforth referred to herein as SETTLOR(S).

THIRD: (THE ENTRUSTED ASSETS) THE FIDUCIARY shall hold in its name, but exclusively in a fiduciary capacity, the following assets (hereinafter THE ENTRUSTED ASSETS):

a)   Policy dividends and retirement fund benefits which THE FIDUCIARY receives from CICA on behalf of SETTLOR(S) in accordance with the assignment of INSURANCE CONTRACT dividends (hereinafter referred, to as THE DIVIDENDS) executed by the SETTLOR(S).

b)  The class A common stock of CITIZENS (hereinafter referred to as THE STOCK) acquired and to be acquired from time to time by THE FIDUCIARY under the terms of this Agreement, or received or to be received due to consolidations, mergers and similar operations.

c)  The other amounts and extra amounts - over and above dividends of THE INSURANCE CONTRACTS and of THE STOCKS - (hereinafter THE ADDITIONAL AMOUNTS) that THE FIDUCIARY may directly or indirectly

receive from SETTLOR(S); provided however, that said extra amounts may not annually be less than five hundred dollars (US$500) nor more than twenty-five thousand dollars (US$25,000), legal tender of the United States of America.

d)   The dividends from THE STOCK acquired by THE FIDUCIARY in compliance to this contract.

e)   The interest which may be earned on the funds received by THE FIDUCIARY, said funds being referred to in a), c) and d) of this clause.

Paragraph: The monies referred to in paragraphs a), c), d) and e) of this clause shall hereinafter be known as THE AMOUNTS.

FOURTH: (SETTLOR OR BENEFICIARIES) THE SETTLOR(S), or in the event of the death of a SETTLOR(S), the BENEFICIARIES of said SETTLOR(S) designated under his/her INSURANCE CONTRACT, or otherwise, shall be BENEFICIARY(IES) of this trust (henceforth referred to herein as the BENEFICIARY(IES)).

FIFTH: (PURPOSE OF THE TRUST) The purpose of this trust is to provide the SETTLOR(S) with an investment mechanism for THE AMOUNTS delivered to or received by THE FIDUCIARY, by means of the acquisition and accumulation of THE STOCK, which shall be held by THE FIDUCIARY in trust or in custody, as the case may be.

SIXTH: (ASSIGNMENT) For the purposes of this trust the SETTLOR(S) assign to THE FIDUCIARY, by this means, or shall assign at the time of their incorporation to this trust, THE DIVIDENDS to be paid by CICA on THE INSURANCE CONTRACTS, as well as THE OTHER AMOUNTS.

SEVENTH: (DESTINATION OF FUNDS) THE FIDUCIARY, upon receiving THE AMOUNTS remitted directly or indirectly by SETTLOR(S)or CICA, shall immediately deposit same in THE FIDUCIARY name in a money market of interest bearing savings account or short-term certificate of deposit, whichever is in the best interest at the time of receipt, in a first line bank or with a USA securities firm, with the intent that said deposits shall earn interest until invested in THE STOCK.

THE FIDUCIARY shall, at its sole discretion as to timing of purchases, quantities and price to pay, acquire THE STOCK for the SETTLOR(S) trust in the USA open stock market through a USA securities firm. Notwithstanding the foregoing, should THE STOCK, for any reason, not be readily available in the marketplace, THE FIDUCIARY may purchase same directly from CICA or CITIZENS without a securities firm mediation, or at its discretion, from SETTLOR(S) liquidating all or part of their interest in the trust, or abstain from purchasing same if to its exclusive judgement the acquisition of STOCK could be regarded as a violation of its duties as THE FIDUCIARY or is inconvenient to SETTLOR(S) interests.

It is expressly provided that THE FIDUCIARY shall abstain from purchasing THE STOCK, upon receipt of written notice to it by two-thirds of the SETTLOR(S) instructing it not to purchase for their account additional STOCK. In such a case, THE FIDUCIARY shall proceed in accordance with clause XXII hereunder.

2

EIGHT: (NO LIENS OR ENCUMBRANCES) THE FIDUCIARY can use and invest the trust assets only for the purposes outlined in this Trust Agreement and, unless necessary to make a partial distribution to SETTLOR(S) or pay the trust expenses (including THE FIDUCIARY’S fees), it shall not sell, mortgage, pledge, hypothecate or otherwise in anyway further entrust any of the trust assets.

NINTH: (PROPORTIONALITY) As THE FIDUCIARY purchases THE STOCK, it shall distribute same on a pro rata basis between those SETTLOR(S) with whose funds the purchases were made.

Interests shall be distributed with the same criterion, while the expenses shall be divided in proportion to SETTLOR(S) respective aggregate account balance.

Should fractions result when making a STOCK distribution among SETTLORS, then THE FIDUCIARY shall eliminate fractions lesser to a half and shall adjudicate same those having fractions greater to a half, making upwards roundings.

TENTH: (STATEMENTS OF ACCOUNT) Every three (3) months, from the date of their joining the trust, and to their last known address, THE FIDUCIARY shall send to SETTLORS a statement of account, in which the following information shall be presented:

a)   The SETTLOR(S) current year total, THE AMOUNTS, received by the trust from or for his/her account.

b)   The quantity of STOCK held by the trust and then current market value thereof which relates to the SETTLOR(S) interest in the trust.

c)   The cash amount held by the trust which relates to the SETTLOR(S) interest in the trust.

d)   The total expenses incurred by the trust year to date.

ELEVENTH: (LIQUIDATIONS) SETTLOR(S) shall at all times have the right to request, by means of a written communication addressed to THE FIDUCIARY, that all or part of SETTLOR(S) interest in the trust be issued to SETTLOR(S); provided however, that should it be a partial liquidation, SETTLOR(S) shall be required to maintain in the trust (in STOCK at bid market value and cash) at all times, an amount equal to at least eighty percent (80%) of the SETTLOR(S) total annual interest in the trust; and further provided, that with regard to SETTLOR(S) part of the trust to this date, this limitation shall not become effective until ninety (90) days from the date this document is mailed to them.

In the event of a total liquidation of SETTLOR(S) rights, termination of this trust, or death of SETTLOR(S), then THE FIDUCIARY shall cause to be issued to the SETTLOR(S), or SETTLOR(S) BENEFICIARY0ES) or a new fiduciary, as the case may be, upon receipt of proper documented written request, the part of his/her interest in THE ENTRUSTED ASSETS, or the total ENTRUSTED ASSETS (if to a new fiduciary).

THE FIDUCIARY shall comply with SETTLOR(S) instructions given to the effect and, in the absence of instructions, SETTLOR(S) interest in THE ENTRUSTED ASSETS shall be delivered

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in the most practical and safe manner. Notwithstanding the foregoing, should the instructions be inconvenient, confuse, contradictory, complicated or risky, then THE FIDUCIARY may choose the simplest method and manner to deliver SETTLOR(S) interest in THE ENTRUSTED ASSETS.

When liquidating the totality of SETTLOR(S) interest in the trust, all of SETTLOR(S) rights and obligations hereunder shall immediately terminate.

TWELFTH: (SETTLEMENT AUTHORITY OF THE FIDUCIARY) At all times and at any moment during the duration of this trust and should THE FIDUCIARY deem it convenient, it may transfer to one or more SETTLOR(S), even if never requested, SETTLOR(S) interest in THE STOCK. However, if THE FIDUCIARY decides to make such transfer, it may keep THE STOCK in custody, ceasing the rights derived from the fiduciary relationship and coming forth with those of a deposit/custody contract, provided that in such a case the depository (THE FIDUCIARY) shall be empowered by SETTLOR(S) to directly or through a securities firm, sell THE STOCK to their benefit, but not to exercise the voting rights.

In the event of a total or partial liquidation, THE FIDUCIARY shall have the exclusive right to decide how SETTLOR(S) interest in the trust shall be delivered to SETTLOR(S) or SETTLOR(S) BENEFICIARY(IES); that is, if in STOCK, cash or a combination of both.

THIRTEENTH: (AUDIT) Annually, at the expense of the trust, during the month of January, there shall be an audit of the trust and all accounts of THE FIDUCIARY related to this trust, including trust expenses. Said audit shall be performed by an independent public auditing firm with offices in the Republic of Panama. The selection of an auditor shall be made by THE FIDUCIARY; however, THE ADMINISTRATIVE COMMITTEE shall have the right to designate the auditor should it so elect, in which case said designation shall prevail.

FOURTEENTH: (LIMITATION OF RESPONSIBILITY) THE FIDUCIARY shall only be responsible for fraud or gross negligence and it shall not incur any kind of liability for errors of others.

FIFTEENTH: (TAXES, EXPENSES AND EXPENSE FUND) THE FIDUCIARY is hereby expressly authorized to pay out of THE ENTRUSTED ASSETS or the income it produces, THE FIDUCIARY’S fees and expenses incurred by the trust, as well as all taxes, assessments and liabilities of any nature which may be incurred by the trust or THE ENTRUSTED ASSETS, provided that in no case shall THE FIDUCIARY’S own patrimony be compromised.

THE FIDUCIARY, for the purpose of paying the expenses mentioned above, is authorized to establish a special expense account to cover the expenditures occasioned by the trust, including its fees. The expenses of the trust shall be allocated on a pro rata basis to each respective SETTLOR(S) account.

SIXTEENTH: (BASIS OF FEES) For services (fiduciary or custody) rendered by THE FIDUCIARY to or for SETTLOR(S), THE FIDUCIARY shall receive fees in accordance to the following table:

a)  0.50% annually on the first US$500,000.

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b)  1.00% annually on sums from US$500,001 through US$1,000,000.

c)  1.50% annually on sums from US$1,000,001 through US$2,000,000.

d)  1.25% annually on sums from US$2,000,001 through US$3,000,000.

e)  1.00% annually on sums from US$3,000,001 through US$4,000,000.

f)   0.75% annually on sums from US$4,000,001 through US$5,000,000.

g)  0.50% annually on sums in excess of US$5,000,000.

The fees shall be computed annually on the totality of the amounts given to THE FIDUCIARY and said fees shall be paid monthly.

SEVENTEENTH: (OPERATIONAL EXPENSES DEFINED) The Operational Expenses of the trust shall be limited to the items which follow:

Attorney’s fees, auditors’ fees, taxes, postage, cables, telexes, long-distance telephone calk, telefaxes, stockbroker commissions, transfers of stocks, cargo expenses, insurance premiums, performance bond premiums, and any other operational expenses, which may be deemed necessary for proper administration of the trust.

EIGHTEENTH: (NOTIFICATIONS) THE FIDUCIARY is obligated to immediately notify the SETTLOR(S), at SETTLOR(S) last address registered with the trust, of any informational requirement formulated by any regulatory authorities of Panama or the United States of America. In the same manner, the SETTLOR(S) shall be notified by THE FIDUCIARY of any new tax or assessment which may be enacted that would affect this trust or THE ENTRUSTED ASSETS in custody, as well as any investigation or legal action (civil or criminal) initiated by or on behalf of the authorities of the aforementioned countries.

NINETEENTH: (RENDERING OF ACCOUNTS) Notwithstanding anything herein to the contrary, upon receipt of a written request by THE ADMINISTRATIVE COMMITTEE, THE FIDUCIARY shall provide said Committee with a detailed account of its administration, including, but no limited to, all amounts received, all deposits made, all purchases of stock, as well as proof of existence and location of said stock, all interest, dividends and other amounts received, the distribution of THE STOCK to SETTLOR(S), settlements made, and all administration expenses and FIDUCIARY fees incurred by the trust.

TWENTIETH: (INDEMNIFICATION) The SETTLOR(S) and the BENEFTCIARY(IES) shall indemnify THE FIDUCIARY, its employees, directors, officers, agents, representatives, managers and administrators, and hold them harmless and free from any and all liability or damage which any one of them may suffer as a result of any legally imposed fine or penalty arising from the operation of this trust for SETTLOR(S), provided such event shall not have occurred as a result of gross negligence or a fraudulent act on the part of THE FIDUCIARY and/or the others mentioned above affiliated therewith.

TWENTY-FIRST: (SURETY BOND) THE FIDUCIARY shall be required to secure and maintain, at all times, a surety bond to protect SETTLOR(S) and/or BENEFICIARY(IES) against fraudulent acts, thefts or larceny committed by THE FIDUCIARY or its employees or

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associates. Said bond will be secured from and issued by a bonding or insurance company authorized to operate in the Republic of Panama for a bond amount which may, from time to time, be increased or decreased by written request of THE ADMINISTRATIVE COMMITTEE. Initially said bond shall not be less than two hundred fifty thousand dollars (US$250,000).

TWENTY-SECOND: (TERMINATION) This Trust Agreement shall be automatically terminated and distribution of all ENTRUSTED ASSETS made to SETTLOR(S) or delivered to a new fiduciary (appointed by THE ADMINISTRATIVE COMMITTEE or a Circuit Judge of Panama) should any of the events set forth in Panama Law 1 of 1984 as to reasons for termination occur, or if the termination is requested by two-thirds of SETTLOR(S).

Upon termination of the trust for any reason, THE FIDUCIARY shall, within reasonable time, render a full and final account of the trust to the SETTLOR(S) and to THE ADMINISTRATIVE COMMITTEE, having the right to retain any fees not previously paid and expenses not previously reimbursed at the time of transfer, provided it has in no way breached its responsibilities hereunder.

TWENTY-THIRD: (VOTING RIGHTS) When acting as fiduciary or as custodian, THE FIDUCIARY shall not have the voting right of THE STOCK. SETTLOR(S) have such right. However, if SETTLOR(S) so instructed, THE FIDUCIARY may exercise such voting right when provided a proxy by SETTLOR(S).

TWENTY-FOURTH: (PAYMENT OF LEGAL EXPENSES) SETTLOR(S) shall bear notarial expenses, stamp taxes and lawyers’ fees caused in connection with the drafting, modification, authentication, protocolization, etc., of this agreement.

TWENTY-FIFTH: (CONFIDENTIALITY) THE FIDUCIARY, its employees, directors and associates are hereby bound to maintain this trust, its condition as fiduciary and the identity of SETTLOR(S) and BENEFICIARY(IES) in strict secrecy.

Notwithstanding the foregoing, THE FIDUCIARY may disclose all or part of the information related to this trust and the custody, if required by any competent authority of Panama or of the United States. Likewise, THE FIDUCIARY may also disclose information to authorities of other countries, if requested in connection with criminal activities.

TWENTY-SIXTH: (DOMICILE) This trust shall be domiciled on the sixth floor of the Edificio Fiduciario, located at 200 Via Espana, Panama, Republic of Panama, which is THE FIDUCIARY’S domicile.

TWENTY-SEVENTH: (AUTHORITY TO RESIGN) THE FIDUCIARY is hereby authorized to resign as depository/custodian as well as THE FIDUCIARY of this trust, upon reasonable notice in writing of its intent to resign being given to THE ADMINISTRATIVE COMMITTEE. In such event THE ADMINISTRATIVE COMMITTEE shall appoint a new trust entity, or the procedure outlined in the TWENTY-SECOND clause hereof shall control should THE ADMINISTRATIVE COMMITTEE fail to designate a new trust entity.

TWENTY-EIGHTH: (ADMINISTRATIVE COMMITTEE AND MODIFICATIONS TO THE TRUST) The SETTLOR set forth by name in the SECOND clause hereof shall appoint

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from one to five persons to serve as members on the ADMINISTRATIVE COMMITTEE, who shall serve thereafter for one year or until their successors shall be appointed by said SETTLOR, which committee shall have all authority assigned to it in this Agreement. THE FIDUCIARY and THE ADMINISTRATIVE COMMITTEE, when the majority of its members are in agreement, may effect without reservation any modification to this document they deem necessary.

TWENTY-NINTH: (IRREVOCABILITY) Except for the right of the SETTLOR(S) to request total or partial settlements of their respective interest in the trust, under the limits set forth in the ELEVENTH clause hereof, this trust is irrevocable. However, SETTLOR(S) have the right to terminate the custody, should it exist.

THIRTIETH: (RESIDENT AGENT) The resident agent for this trust is the law firm GALINDO, ARIAS & LOPEZ, with offices at Na 200 Via Espana, Panama, Republic of Panama.

THIRTY-FIRST: This Agreement, by authority vested in THE ADMINISTRATIVE COMMITTEE in clause TWENTY-NINE of the Agreement dated March 1, 1987, replaces and supersedes all prior agreements between THE FIDUCIARY and SETTLOR (therein referred to as INSUREDS) and cannot be rescinded, modified or changed, except as provided in TWENTY-EIGHTH clause hereof.

For the record, this Agreement is signed in triplicate in the city of Panama, Republic of Panama, on the 1st day of July, 1990.

By:	/s/ Alfonso Arias	By:	/s/ Tomas Herrera
	ALFONSO ARIAS (PE-1-516)		TOMAS H. HERRERA (8-99-303)
	Administrative Committee		The Fiduciary

Fiduciario Building, 6th Floor - Via España, 200 - Panama, Republic of Panama

EX-99.2

Exhibit 2

REGAL TRUST

CICA POLICYHOLDERS TRUST

THIS DECLARATION OF TRUST is made the 1 day of October, 1997, by Regal Trust (BVI) Limited, a corporation organized and existing in accordance with the laws of the British Virgin Islands (such entity if, at the time in question, together with any other individuals and entities then, duly serving as a trustee are henceforth collectively referred to as the Trustee) for the purpose of declaring a trust which shall be subject, with respect to certain actions of the Trustee and the Trust, to independent oversight and monitoring in accordance with the Twenty- Eighth clause hereof by Security Protectors Limited, a corporation organized and existing in accordance with the laws of the British Virgin Islands (such entity if, at the time in question, together with any other individuals and entities then, duly serving as or constituting a protector are henceforth collectively referred to as the Protector).

WITNESSETH:

WHEREAS, the Trustee desires to form a trust for the principal purpose of acquiring, holding, investing, managing and disposing of certain assets including, without limitation, capital stock of Citizens, Inc., a Colorado, USA corporation (henceforth referred to as Citizens), in the manner hereinafter stated for owners of insurance policies issued by Citizens Insurance Company of America, a Colorado-domiciled life insurance company (henceforth referred to as CICA);

NOW, THEREFORE, the Trustee hereby declares that all property of every type and description hereby or hereafter acquired as Trustee, together with the proceeds thereof, will be held and managed in trust for the benefit of the Settlor(s) and Beneficiary(ies) (as defined herein) in the manner and subject to the stipulations as follows:

CLAUSES

FIRST: (TRUST NAME; GOVERNING AUTHORITIES) The name of the trust established by this Declaration of Trust shall be the “CICA Policyholders Trust” (henceforth referred to as the Trust). This Declaration of Trust and the Trust established hereby shall be governed by the clauses and stipulations contained hereinafter and the laws of the British Virgin Islands or such other jurisdiction (henceforth referred to as the Governing Jurisdiction) as the Protector shall hereafter designate in writing to the Trustee.

SECOND: (PURPOSE OF THE TRUST) The purpose of this Trust is to provide the Settlor(s) with an investment mechanism for creating personal retirement, scholarship or death benefit funds through the Amounts (as hereinafter defined) delivered to or received by the Trustee, by means of the acquisition and accumulation of the Stock, which shall be held by the Trustee in trust or in custody, as the case may be.

THIRD: (SETTLORS; DISCRETIONARY TRUST) Individual applicants, insureds and/or owners (henceforth referred to as Settlors) of life insurance contracts issued by CICA (henceforth referred to as Insurance Contracts) may settle assets in this Trust and designate

beneficiaries (henceforth referred to as Beneficiaries) with respect thereto; provided however, (i) the Trustee may reject any proposed settlement of assets, and (ii) Settlors and Beneficiaries may not be citizens or residents of the United States of America or the Governing Jurisdiction. Subject to the distributions expressly provided in accordance with the Eleventh clause, the Trust is a discretionary trust, and no Senior or Beneficiary may compel distributions of income or capital.

FOURTH: (THE ENTRUSTED ASSETS) The Trustee shall hold in the name of this Trust or in the name of the Trustee, but exclusively in a fiduciary capacity, the following assets (henceforth the Entrusted Assets)

(a) Policy dividends and retirement fund benefits which the Trustee receives from CICA on behalf of Settlor(s) in accordance with the assignment of Insurance Contract benefits (henceforth referred to as the Benefits) executed by the Settlor(s).

(b) The other amounts and extra amounts (henceforth referred to as the Additional Amounts) over and above the Benefits and the Stock that the Trustee may directly or indirectly receive from Settlor(s); provided however, that said Additional Amounts may not annually be less than five hundred dollars (US$500) not more than twenty-five thousand dollars (US$25,000), legal tender of the United States of America.

(c) The dividends from the Stock acquired by the Trustee in compliance with this Declaration of Trust.

(d) The interest which may be earned on the funds received by the Trustee, said funds being referred to in a), b) and c) of this clause.

(e) The class A common stock of Citizens (henceforth referred to as the Stock) acquired and to be acquired from time to time by the Trust under the terms of this Declaration of Trust, or received or to be received due to consolidations, mergers and similar operations.

The monies referred to in paragraphs a), b), c) and d) of this clause shall henceforth he known as “the Amounts”.

FIFTH: (SETTLOR OR BENEFICIARIES) The Settlor(s), or in the event of the death of a Settlor(s), the beneficiary(ies) of said Settlor(s) designated under his/her Insurance Contract, or otherwise, shall be beneficiary(ies) of this Trust (henceforth referred to as the Beneficiary(ies). With the consent of the Protector, the Trustee may at any time or times (i) evidence beneficial interests in the Trust by issuing certificates therefor transferable on such terms and conditions as the Trustee shall determine, and (ii) have the Trust assets and/or beneficial interests therein valued for any purpose and in such manner as the Trustee, in its exclusive judgment, thinks fit.

SIXTH: (ASSIGNMENT) For purposes of this Trust, subject to the right of the Trustee to reject same, Settlors may assign Benefits and Additional Amounts to this Trust by deeds of addition or other written instrument as the Trustee may require.

SEVENTH: (DESTINATION OF FUNDS) The Trustee, upon receiving the Amounts remitted directly or indirectly by Settlor(s) or CICA, shall immediately invest or deposit same in

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the name of this Trust or in the name of the Trustee in a money market or interest bearing savings account or short-term certificate of deposit, whichever is in the best interest of the Settlor(s) in the Trustee’s opinion at the time of receipt, in a first line bank or with a USA securities firm. The Trustee shall, at its sole discretion as to timing of purchases, quantities and price to pay, acquire the Stock for the Settlor(s) accounts in the USA open stock market through USA securities firms. Notwithstanding the foregoing, should the Stock, for any reason, not be readily available in the marketplace, the Trustee may purchase same directly from CICA, Citizens or, to the extent approved by the Protector, other sources without securities firm mediation, or abstain from purchasing same if in the Trustee’s and Protector’s judgment the acquisition of Stock could be regarded as a violation of the Trustee’s fiduciary duties (other than any fiduciary duty to diversify investments which the Settlor(s) and the Beneficiary(ies) hereby waive).

EIGHTH: (NO LIENS OR ENCUMBRANCES) The Trustee can use and invest the Trust assets only for the purposes outlined in this Declaration of Trust and, unless necessary to make distributions to Settlor(s) or Beneficiary(ies) in accordance with this Declaration of Trust or pay the Trust expenses (including the Trustee’s fees), the Trustee shall not sell, mortgage, pledge, hypothecate or otherwise in any way further obligate any of the Trust assets.

NINTH: (PROPORTIONALITY) Stock purchased by the Trustee shall be allocated on a pro rata basis among: the Settlor(s) or the Beneficiaries of those Settlor(s) whose funds the purchases were made. Income shall be allocated using the same criterion, while expenses shall be allocated in proportion to the respective aggregate account balance of each Settlor and Beneficiary. Should fractions result when making a Stock allocation or distribution to Settlor(s) or Beneficiary(ies), then the Trustee shall eliminate fractions lesser than one-half and shall allocate same to those having fractions greater than a half, making upwards roundings.

TENTH: (STATEMENTS OF ACCOUNT) During the first three months of each calendar year, the Trustee shall send to each Settlor at his or her last known address a statement of account, in which the following information shall be presented:

(a) Settlor’s preceding statement share balance;

(b) The total Amounts received by the Trust for Settlor’s account since the last statement.

(c) The expenses charged to Settlor’s account since the last statement.

(d) The number of shares of Stock purchased for Settlor’s account since the last statement.

(e) The cash amount held by the Trust for Senior’s account.

(f) The total number of shares of Stock held in Trust for Senior.

ELEVENTH: (DISTRIBUTIONS) Each Senior or, in the case of Settlor’s death, the Beneficiary(ies) of such Settlor may request by written instrument in form and substance satisfactory to the Trustee, liquidation and distribution of all or part of such Settlor’s interest in the Trust only after (i) Settlor’s death, (ii) retirement of Settlor at or after age 65, (iii) total disability or terminal illness of Settlor as determined by CICA, or (iv) enrollment of Settlor’s

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dependent in a recognized accredited college or university as evidenced by records furnished to the Trustee by the registrar of such institution. Any distribution by the Trustee of a Senior’s or Beneficiary’s interest in the Trust may be made by distribution of either the Entrusted Assets or, if less than US$250, the cash value of such interest. At Settlor’s or Beneficiary’s expense, the Trustee shall comply with the Settlor’s or Beneficiary’s instructions regarding the mode of shipment and, in the absence of instructions, shipment shall be made in the most practical and safe manner. Notwithstanding the foregoing, should the instructions be inconvenient, confusing, contradictory, complicated or risky, then the Trustee may choose the simplest method and manner to make such delivery. Upon distributing the totality of a Settlor’s or Beneficiary’s interest in the Trust, all of such Senior’s or Beneficiary’s rights and obligations hereunder shall terminate.

TWELFTH: (CUSTODIAL AUTHORITY OF THE TRUSTEE) At all times and at any moment during the duration of this Trust and should the Trustee deem it convenient, the Trustee may transfer to one or more Settlor(s) or Beneficiary(ies), even if never requested, such Settlor(s) or Beneficiary(ies) interest in the Trust. However, if the Trustee decides to make such transfer, the Trustee may keep the Entrusted Assets in custody, terminating the rights derived from the fiduciary relationship and coming forth with those of a deposit/custody contract, provided that in such a case the depository (formerly the Trustee) shall be empowered by the Settlor(s) and Beneficiary(ies) to sell, directly or through a securities firm, the Stock for their benefit, but not to exercise the voting rights.

THIRTEENTH: (AUDIT) Annually, at the expense of the Trust, during the month of January, there shall be an audit of the Trust and all accounts of the Trustee related to this Trust, including Trust expenses. Said audit shall be performed by an independent public auditing firm. The selection of an auditor shall be made by the Trustee; however, the Protector shall have the right to designate the auditor should it so elect, in which case said designation shall prevail.

FOURTEENTH: (LIMITATION OF RESPONSIBILITY) The Trustee and the Protector shall only be responsible for fraud or gross negligence and neither shall incur any kind of liability for errors of others; provided, however, the Trustee shall not be liable for any act or failure to act undertaken with the written consent of the Protector. The Trustee, at its expense and not at the expense of the Trust, may delegate the recordkeeping and administration of the Trust to Citizens or, with the consent of the Protector, to any third party; provided, however, in no event shall the Trustee delegate to Citizens or any of its affiliates the powers of the Trustee regarding the decision, timing or other matters affecting any Stock purchases or dispositions.

FIFTEENTH: (TAXES, EXPENSES AND EXPENSE FUND) The Trustee is hereby expressly authorized to pay out of the Entrusted Assets or the income it receives or produces, the Trustee fees and expenses incurred by the Trust, as well as all taxes, assessments and liabilities of any nature which may be incurred by the Trust or the Entrusted Assets, provided that in no case shall (i) the Trustee’s own capital be compromised, and (ii) such expenses and assessments for services by the Trustee or any of its affiliates exceed reasonable amounts that would have been charged in arms’-length transactions between independent parties. The Trustee, for the purpose of paying the expenses mentioned above, is authorized to establish a special expense account to cover the expenditures occasioned by the Trust, including its fees; however, in no event shall the expense account balance exceed the average monthly amount of the preceding

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twelve-month actual fees and expenses. The expenses shall be charged to the Settlor(s) and Beneficiary(ies) accounts on a pro-rata basis based on the aggregate value of each account.

SIXTEENTH: (BASIS OF FEES) For services rendered by the Trustee, as fiduciary or custodian to or for Settlor(s), the Trustee shall receive aggregate fees on the Amount based on the following table:

(a) 0.50% annually on the first US $500,000.

(b) 1.00% annually on sums from US $500,001 through US $1,000,000.

(c) 1.50% annually on sums from US $1,000,001 through US $2,000,000.

(d) 1.25% annually on sums from US $2,000,001 through US $3,000,000.

(e) 1.00% annually on sums from US $3,000,001 through US $4,000,000.

(f) 75% annually on sums from US $4,000,001 through US $5,000,000.

(g) 0.50% annually on sums in excess of US $5,000,000.

The fees shall be computed by multiplying the above percentage by the Amounts received in a respective month to arrive at that month’s fee which shall then be allocated and charged to the respective accounts of Settlor(s) and Beneficiary(ies) on a pro-rata basis using individual Amounts received as a basis for allocation.

SEVENTEENTH: (OPERATIONAL EXPENSES DEFINED) The Operational Expenses of the Trust shall be limited to the items which follow:

Attorneys’ fees, auditor’s fees, taxes, postage, cables, telexes, long-distance telephone calls, telefaxes, stockbroker commissions, transfers of stock, cargo expenses, insurance premiums, performance bond premiums and any other operational expenses, which may be deemed necessary by the Trustee for proper administration of the Trust; provided, however, such fees and expenses shall not exceed reasonable amounts that would have been charged in arms’-length transactions between independent parties.

EIGHTEENTH: (NOTIFICATIONS) The Trustee is obligated to immediately notify the Settlor(s), at their last address registered with the Trust, of any informational requirement formulated by any regulatory authorities of the Governing Jurisdiction or the United States of America. In the same manner, the Settlor(s) shall be notified by the Trustee of any new tax or assessment which may be enacted that would affect this Trust, the Entrusted Assets or the assets in custody, as well as any investigation or legal action (civil or criminal) initiated by or on behalf of the authorities of the aforementioned countries.

NINETEENTH: (RENDERING OF ACCOUNTS) Notwithstanding anything herein to the contrary, upon written request by the Protector, the Trustee shall provide the Protector with a detailed account of its administration, including, but not limited to, all amounts received, all deposits made, all purchases of Stock, as well as proof of existence and location of said Stock, all

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interest, dividends and other amounts received, all allocations of Stock, all distributions made and all administration expenses and Trustee fees incurred by the Trust.

TWENTIETH: (INDEMNIFICATION) The Settlor(s) and the Beneficiary(ies) shall indemnify the Trustee, the Protector, and their employees, directors, officers, agents, representatives, managers and administrators and hold them harmless and free from any and all liability or damage which any of them may suffer as a result of any legally imposed fine or penalty arising from the operation of this Trust, provided such liability or damage shall not have occurred as a result of gross negligence or a fraudulent act by the person or any affiliate of the person seeking such indemnity.

TWENTY-FIRST: (SURETY BOND) The Trustee shall be required to secure and maintain, at all times, a surety bond to protect Settlor(s) and/or Beneficiary(ies) against fraudulent acts, thefts or larceny committed by the Trustee or its employees or associates. Said bond will be secured from and issued by a bank, bonding or insurance company satisfactory to the Protector for a bond amount which may, from time to time, be increased or decreased by written request of the Protector. Initially said bond shall not be less than one million dollars (US $1,000,000).

TWENTY-SECOND: (TRUST PERIOD; TERMINATION) This Trust shall remain in force and effect for 100 years unless earlier terminated by: (i) distribution of all Entrusted Assets and custodial assets; (ii) delivery of all Entrusted Assets and custodial assets to a new fiduciary appointed by the Protector; or (iii) delivery by the Protector to the Trustee of a written instrument terminating the Trust. Upon termination of the Trust for any reason, the Trustee shall, within a reasonable time, render a full and final account of the Trust to the Settlor(s), Beneficiary(ies) and Protector, having the right to retain any fees not previously paid and expenses not previously reimbursed at the time of transfer, provided it has in no way breached its responsibilities hereunder.

TWENTY-THIRD: (VOTING RIGHTS) When acting as fiduciary or as custodian, the Trustee shall not have the voting right of the Stock which shall be reserved to each Settlor or, if no longer alive, his or her Beneficiary(ies). However, the Trustee may exercise such voting rights when provided an appropriate proxy by the Settlor or Beneficiary(ies).

TWENTY-FOURTH: (PAYMENT OF LEGAL EXPENSES) Settlor(s) shall bear notary expenses, stamp taxes and lawyers’ fees incurred in connection with the drafting, modification, authentication, protocolization, etc., of this Declaration of Trust and all legal expenses incurred on behalf of Settlor(s); provided, however, such fees and expenses shall not exceed reasonable amounts that would have been charged in arms’-length transactions between independent parties and as the Trustee shall have determined with the consent of the Protector.

TWENTY-FIFTH: (CONFIDENTIALITY) The Trustee, its employees, directors and associates are hereby bound to maintain this Trust, its condition as fiduciary and the identity of Settlor(s) and Beneficiary(ies) in strict secrecy. Notwithstanding the foregoing, the Trustee may disclose all or part of the information related to this Trust and the custody, if required by any competent authority of the Governing Jurisdiction or of the United States. Likewise, the Trustee may also disclose information to authorities of other countries, if requested in connection with

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criminal activities in which the Trustee has probable cause to believe that the criminal activities occurred as alleged.

TWENTY-SIXTH: (INITIAL DOMICILE) The initial administrative office of the Trustee shall be _________________________________________________________, or such other address as the Trustee shall determine with the consent of the Protector.

TWENTY-SEVENTH: (AUTHORITY OF TRUSTEE TO RESIGN) The Trustee (and each person or entity constituting the Trustee) is hereby authorized to resign as depository/custodian as well as a Trustee of this Trust, upon giving not less than 90 days’ prior written notice to the Protector. Each Trustee, person or entity giving such notice shall promptly and fully cooperate in the transfer of all Entrusted Assets (and all records, information and data relating thereto) to such other, additional or replacement Trustees, persons or entities as the Protector shall designate in writing.

TWENTY-EIGHTH: (PROTECTOR) The Protector may, by written instrument delivered by facsimile transmission to the Trustee, engage in or refrain from any of the following actions in its sole judgment:

(i) appoint additional, substitute or replacement persons and entities who, acting by majority vote, shall serve as Protector on such terms and conditions as may be specified in such appointment;

(ii)remove any Trustee and appoint additional, substitute or replacement persons and entities who, acting by majority vote, shall serve as Trustee on such terms and conditions as may be specified in such appointment;

(iii)          select a new domicile and/or Governing Jurisdiction for the Trust and adopt such modifications to the Trust as shall be necessary or advisable to conform the Trust to the legal requirements of such domicile or Governing Jurisdiction;

(iv)change the forum for all or part of the Trust administration; and

(v)withhold consent, approval or joinder from any proposal or action of the Trustee requiring same under this Declaration of Trust on such terms and conditions as the Protector shall deem appropriate.

All powers of the Protector are powers collateral to its office and are not fiduciary or trust powers. The Protector (and each person and entity constituting the Protector) is hereby authorized to resign as a Protector of this Trust, upon giving not less than 30 days’ prior written notice to any other Protector or person or entity constituting the Protector or, if none, to the Trustee.

TWENTY-NINTH: (IRREVOCABILITY; AMENDMENT; TRANSLATION) This Trust is irrevocable except by action of the Protector; provided, however, the Trustee and the Protector may amend by mutual agreement any provision of this Declaration of Trust. In the event of any conflict between translations of this Declaration of Trust, the English translation shall control.

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THIRTIETH: (RESIDENT AGENT) The resident agent for this Trust in the Governing Jurisdiction shall be designated by the Trustee subject to approval by the Protector.

For the record, this Declaration of Trust is signed in triplicate in the city of Road Town, Tortola, British Virgin Islands, on the October 1, 1997.

REGAL TRUST (BVI) LIMITED

By: /s/ Tomas Herrera   

      TOMAS H. HERRERA D., {Title}

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EX-99.3

Exhibit 3

TRUST AGREEMENT FOR

MARKETING CONSULTANTS AND THEIR ASSOCIATES

(as modified)

By and among the undersigned parties, to-wit: TOMAS HUMBERTO HERRERA DIAZ, male, Panamanian, of legal age, married, attorney-at-law, bearer of national personal identification card #8-99-303, acting herein in his capacity as Vice-President and Legal Representative of the company known as GALA MANAGEMENT SERVICES, INC., organized and existing pursuant to the laws of the Republic of Panama, through public deed No. 5,875, issued by the Fifth Notary Public Office of the Panama Circuit on July 23, 1981, authorized to perform this act by the Board of Directors of the company, hereinafter “TRUSTEE,” the first part, and BORIS HERNAN CHANIS, male, Panamanian, of legal age, married, attorney-at-law, bearer of national personal identification card #7-42-455, acting in his capacity as member of the MANAGEMENT COMMITTEE, as expressly authorized by the latter,

WHEREAS:

1. On March 1, 1987, a Trust Agreement was signed for the benefit of the associates of CITIZENS INSURANCE COMPANY OF AMERICA (hereinafter the “Trust Agreement”).

2. After a nine (9) year term, TRUSTEE as well as the MANAGEMENT COMMITTEE deem convenient to amend the Trust Agreement, which as of the execution date of this document shall be named “The Trust Agreement for Consultants and their Associates” (but hereinafter shall be called the TRUST).

Therefore, TRUSTEE and the MANAGEMENT COMMITTEE agree as follows:

FIRST: (The agreement) The parties agree that this shall be an irrevocable Trust Agreement, subject to the clauses and stipulations contained in this document, as well as the Panamanian legal provisions, in general, and the provisions of Law 1 of January 5, 1984 of the Republic of Panama, in particular.

SECOND: (Settlor[s]) The parties further agree that, in addition to the person originally designated as SETTLOR in the Trust Agreement executed on March 1, 1987, other persons may be incorporated to, or join, as Settlors in this Trust. Notwithstanding the above, this right shall be limited, solely, to those persons that, in connection with CITIZENS INSURANCE COMPANY OF AMERICA (hereinafter CICA), are Marketing Consultants or their Associates to receive applications for CICA insurance coverage(s), as long as they are not citizens or residents of the United States of America or Panama. For effects of their incorporating to, or joining, the TRUST, the SETTLORS shall sign, with the autograph signatures used by them in all public and private acts, a document entitled “Joining Document” through which they shall join this trust and shall grant to TRUSTEE the amounts referred under the Third (III) Clause, Subparagraph (a).

THIRD: (The entrusted assets). The following are entrusted assets (hereinafter the ENTRUSTED ASSETS), and consequently they shall be subject to the provisions of this agreement:

(a) The amounts that TRUSTEE shall receive, from time to time, from CICA, pursuant to the instructions given, or to be given, by the SETTLORS, by reason of the assignments made, or to be made, in favor of TRUSTEE, of the amounts specified in clause SIXTH (VI) of this agreement.

(b) The Class A common shares of stock of CITIZENS, INC. (hereinafter the SHARES), acquired or to be acquired, from time to time, by TRUSTEE, pursuant to this agreement.

(c) The dividends resulting from the SHARES.

(d) The interests resulting from the amounts received by TRUSTEE, as indicated in subparagraph (a) and (c) of the same Clause.

FOURTH: (Settlors or Beneficiaries) The ENTRUSTED ASSETS shall be maintained by TRUSTEE in its name, as fiduciary, but for the purpose of first, guarantee the obligations that the SETTLORS have or will acquire with CITIZENS, CICA, the insurance applicants and/or the insured thereof, the Marketing Consultants and their Associates, as well as with the trust or TRUSTEE.

Subject to the provisions of the paragraph hereinabove, the beneficiaries of this trust (hereinafter the SETTLORS or the BENEFICIARIES) are the SETTLORS (whose right is limited to a portion of the entire ENTRUSTED ASSET) and, in the event of death of any one of them, BENEFICIARIES of their portion shall be those expressly designated in the “Joining Document” and, in the absence of designation, the heirs judicially declared. It shall be understood that no BENEFICIARY shall be named if he/she does not exist, has not been born, or has ceased to exist, at the time of the designation.

FIFTH: (Purpose of the Trust). The purpose of this trust is to, in addition of guaranteeing the obligations of the SETTLOR with CITIZENS, CICA, the insurance applicants and/or the insured thereof, the Marketing Consultants and their Associates, the trust, or TRUSTEE, by means of acquisition and accumulation of shares of stock of CICA, as well as the efficient administration of the ENTRUSTED ASSETS, to provide the SETTLORS with a creation of capital mechanism they may have available after reaching 65 years of age, or before, in the event of disability; or their heirs, in the event of death.

SIXTH: (Assignment). For the purposes of this trust, each of the SETTLORS hereby assigns, in an irrevocable manner, to TRUSTEE, to be deposited into the TRUST as part of the ENTRUSTED ASSETS, an amount equal to five percent (5%) of all the insurance premiums during the first year of the policies subject to commission individually subscribed by the SETTLORS, or any of its associates, on or after April 1, 1996 (hereinafter called the ASSIGNED AMOUNTS).

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CICA shall calculate and forward the ASSIGNED AMOUNTS to TRUSTEE and shall periodically provide to SETTLORS a statement of account detailing the commissions and ASSIGNED AMOUNTS.

THE TRUSTEE hereby shall be authorized to notify CICA that the assignment referred in this Clause has been verified, in order that CICA may forward to TRUSTEE said sums in a periodic manner.

SEVENTH: (Destination of Funds) The amounts received by TRUSTEE pursuant to the above clause shall be deposited in its name in a first line bank or securities firms, in checking accounts, saving accounts, money market accounts or fixed terms, as it may result more convenient for the interests of the trust.

With the monies received, and at its sole discretion, TRUSTEE shall acquire the SHARES for this trust in the United States of America stock exchange market, through brokerage firms or their agents in the Republic of Panama. Notwithstanding the provisions hereinabove, TRUSTEE may purchase the SHARES, without the mediation of a broker, directly from CICA, CITIZENS, third parties, or SETTLORS, that at the moment of liquidation of all or part of their share in the trust, may be offered for sale to TRUSTEE. The purchase of the SHARES shall be made in accordance with the availability of cash and shares of stock, as well as expenses of the TRUST. Now then, TRUSTEE may abstain from purchasing the SHARES if at any moment, and at its sole discretion, said purchase may be interpreted as a violation of its trust responsibilities, or if it results inconvenient to the interests of SETTLORS.

EIGHTH: (No liens or encumbrances) TRUSTEE may only use the ENTRUSTED ASSETS for the purposes outlined in this agreement, except when deemed necessary to make one or more trust distribution or to cover the trust expenses (including its fees), it shall not sell, lien, pledge, hypothecate them.

NINTH: (Proportionality) Subject to, except for the stipulations of Clause Fourth (IV), SETTLORS shall have a right to the benefits of this trust in the proportion of their contributions and the increments of their interests by reason of the benefits derived from the ENTRUSTED ASSETS. Finally, depending on the number of complete years of being incorporated to the trust, their rights shall be liquidated in conformity with the provisions of Clause Eleventh (11^th). In view that the SHARES may not be fractioned, TRUSTEE shall be authorized, when making distributions, to eliminate the fractions lesser to a half and shall adjudicate same to those having fractions greater to a half, rounding them upwards.

TENTH: (Statements of account) TRUSTEE shall prepare and forward to each of the SETTLORS, to their registered addresses, closing on December 31, but within twenty (20) days following the closing, a statement of account detailing the following:

(a)The selling value of the SHARES as of the statement date.

(b)The amount of SHARES corresponding to the SETTLOR/BENEFICIARY in the trust.

(c)The total of the ASSIGNED AMOUNTS received by TRUSTEE or on behalf of SETTLOR, from the date it joined the trust, through the date of the statement of account.

(d)The interests and dividends accrued in favor of SETTLOR.

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(e)The balance to be invested for SETTLOR as of the date of the statement of account.

(f) The total value in the stock market of SETTLOR’s interest, on the closing date of the statement of account. SETTLORS have the obligation to inform periodically any change in their business or residential postal addresses, to the effect that the statements of account sent by TRUSTEE reach their

addressees.

ELEVENTH: (Liquidations) TRUSTEE shall liquidate SETTLOR’s total interest in the trust when SETTLOR reaches 65 years of age, becomes totally disabled, or dies, or if the Agreement of Marketing Consultants and their Associates entered into by and between SETTLOR and CICA, terminates, as the case may be, or if TRUSTEE exercises the right set forth in Clauses THIRTEENTH (XIII) and TWENTY-NINTH (XXIX). In any of these events, but excepting the provisions of Clause FOURTH (IV), it is stipulated that, depending on the number of complete years that SETTLOR has been part of the trust, TRUSTEE shall liquidate the portion of the interest corresponding to the SETTLOR pursuant to the table inserted below, deducting the expenses resulting from the delivery thereof, the debts resulting from reversions due to erroneous credits and the sums that SETTLOR owes to CITIZENS, CICA, the insurance applicants and/or the insured(s) thereof, the Marketing Consultants and their Associates, and to the trust and/or the TRUSTEE, for any reason.

The liquidations shall be made as follows:

(a) At the end of the third year - 30% of the interest.

(b) At the end of the fourth year - 40% of the interest.

(c) At the end of the fifth year - 50% of the interest.

(d) At the end of the sixth year - 60% of the interest.

(e) At the end of the seventh year - 70% of the interest.

(f) At the end of the eighth year - 80% of the interest.

(g) At the end of the ninth year - 90% of the interest.

(h) At the end of the tenth year - 100% of the interest.

In the event of death or total disability of SETTLOR, the total interest shall be liquidated, without taking into account number of year’s limitations, but in any event, the corresponding deductions shall be made.

His/her BENEFICIARIES pursuant to Clause FOURTH (IV) of this trust must make request for liquidation in writing by SETTLOR/BENEFICIARY or, in case of his/her death, TRUSTEE shall decide the method and manner of delivering the interests.

It is understood that when the entire interest corresponding to a SETTLOR is delivered, then, immediately, the obligations and rights of the parties to this agreement shall cease.

TWELFTH: (Lack of rights) Pursuant to the provisions of the above clause, if a SETTLOR terminates or is terminated from the Agreement as Marketing Consultant or Associate of CICA before completing three (3) years of being part of this trust, he/she shall not have any right to any part thereof, except in the event of his/her death or total disability. Now then, in the events herein foreseen, of if any of the events mentioned in the above clause were to occur, if

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SETTLOR has any pending obligations with CITIZENS, CICA, insurance applicants and/or insured thereof, the Marketing Consultants or their Associates, the trust, and/or the TRUSTEE, then TRUSTEE shall be authorized to pay first said obligations.

Notwithstanding anything provided above or to the contraryof this agreement, it is expressly stipulated that in the event that TRUSTEE receives notification from CICA that SETTLOR has breached the agreement entered with it, then, it is understood that SETTLOR, as well as its heirs and assigns, shall absolutely and entirely lose all rights he/she has, or may have, derived from this trust agreement.

THIRTEENTH: (Trustee’s powers) At all times during the life of this agreement, and should TRUSTEE deem it convenient, it may resign as fiduciary or terminate the trust relationship with any SETTLOR/BENEFICIARY.

FOURTEENTH: (Increase of interest) Once verified the interest portion of a SETTLOR that has not completed ten (10) years of being part of the trust, and unless it has been set forth in the above paragraph (Clause Twelfth (XII) of this agreement, then the balance of the interest (that is, the portion to which he/she or any of his/her fiduciary do not have any right, as stipulated in Clause Eleventh (XI) of this agreement), shall be used to increase the trust and shall be distributed proportionally among the SETTLORS remaining in the trust.

FIFTEENTH: (Audit) Every year, at the expense of the trust, an audit will be conducted of all the accounts kept by TRUSTEE related to this trust. A prestigious auditing firm, with offices and operations in the Republic of Panama, shall perform said audit. TRUSTEE thereof shall make the selection, however, the Management Committee shall have the right to designate same, in which event, the designation made by it shall prevail.

SIXTEENTH: (Limitation of responsibility) From the discharge of its duties, TRUSTEE shall only be held responsible for fraud or gross negligence and will not incur any liability whatsoever for errors made by third parties.

SEVENTEENTH: (Taxes, expenses and expense account) TRUSTEE, is hereby expressly empowered, to pay from the ENTRUSTED ASSETS or the income derived by it, its fees and all expenses incurred by this trust, as well as all taxes, contributions, liens and encumbrances of any nature which may be incurred by this trust or the ENTRUSTED ASSETS, being understood that the expenses shall be proportionally distributed and in no event TRUSTEE’s own assets shall be compromised.

Likewise, TRUSTEE shall be hereby authorized to constitute a special expense account to cover expenses incurred by the trust, including its fees.

EIGHTEENTH: (Fees) Due to this trust, FIDUCIARY shall have the right to receive fees pursuant to the following table:

(a) .5% annually on the first US$500,000

(b) 1% annually on sums from US$500,001 through US$1,000,000

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(c) 1.5% annually on sums from 1,000,001 through US$2,000,000

(d) 1.25% annually on sums from US$2,000,001 through US$3,000,000

(e) 1.00% annually on sums from US$3,000,001 through US$4,000,000

(f) 0.75% annually on sums from US$4,000,001 through US$4,000,000

(g) .5% annually on sums from US$5,000,001 through US$5,000,000

Fees shall be calculated annually on the total contributions made to the trust during its entire term and they shall be payable monthly.

NINETEENTH: (Definition of operational expenses) It is understood that trust expenses shall be:

Attorney’s fees, auditor’s fees, taxes, postage, cables, telexes, long distance telephone tolls, telefaxes, brokerage commissions, transfer of stocks, transportation expenses, insurance premiums, performance bond premiums, and any other operational expenses for the proper administration of the trust.

TWENTIETH: (Notifications) FIDUCIARY hereby obliges itself to immediately notify SETTLORS, at their registered addresses, of any request for information made by any authority from Panama or the United States of America. Likewise, it shall notify them of the enactment or collection of any new tax assessment or lien or encumbrance that may affect this trust or the ENTRUSTED ASSETS, as well as any investigation or criminal legal action that may be initiated by or before any authority of the above mentioned countries.

TWENTY-FIRST: (Rendering of accounts) Notwithstanding anything contained to the contrary in Clause Tenth (X) of this agreement, whenever the MANAGEMENT COMMITTEE or the FIDUCIARY requests it in writing, the FIDUCIARY shall render a detailed account of its administration, including, without limitations, the sums received by it, the deposits made, purchase of shares, inventory of shares, interests and dividends incurred, distributions made, sales effected, expenses incurred and FIDUCIARY fees incurred by the trust.

TWENTY-SECOND: (Indemnification) SETTLORS AND BENEFICIARIES shall indemnify FIDUCIARY, its employees, directors, officers, agents, representatives, managers and administrators, and hold them harmless and free from all liability or damage which any one of them may suffer as a result of any legally imposed fine or penalty arising from the operation of this trust, provided such event shall not have occurred as a result of gross negligence or a fraudulent act on the part of the FIDUCIARY and/or the others mentioned herein.

TWENTY-THIRD: (Surety bond) FIDUCIARY shall be required to secure and maintain, at all times, a surety bond to protect SETTLORS and/or BENEFICIARIES against fraudulent acts, thefts or larceny committed by the FIDUCIARY or its employees or associates. Said bond will be secured from and issued by a bonding or insurance company authorized to operate in the Republic of Panama for a bond amount which may, from time to time, be increased or decreased by written request of THE MANAGEMENT COMMITTEE. Initially said bond shall not be less than ONE MILLION DOLLARS (US$1,000,000).

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TWENTY-FOURTH: (Termination of trust relationship and/or trust) Except for any other provision about termination of individual relationships, relating to all SETTLORS and/or BENEFICIARIES, this agreement shall terminate for the following causes, as set forth in Law 1 of 1984, of the Republic of Panama, or if FIDUCIARY delivers the ENTRUSTED ASSETS to the new fiduciary designated by the MANAGEMENT COMMITTEE or Circuit Judge, and is bound to render account of its administration to SETTLORS, having the right to retain any fees and expenses that remain unpaid.

TWENTY-FIFTH: (Applicable law and domicile) The laws of Panama govern this trust. Further, it shall be domiciled on the Sixth Floor of the building known as “Edificio Fiduciario” [The Fiduciary Building], located on Via España No. 200, Panama, Republic of Panama. Notwithstanding, in the future, it may be subject to the laws and jurisdiction of another country, and it may establish domicile in any other part of the world.

TWENTY-SIXTH: (Resident agent) The firm of GALINDO, ARIAS & LOPEZ, with offices on Via España No. 200, Panama, Republic of Panama is hereby designated as Resident Agent of this trust.

TWENTY-SEVENTH: (Attorneys’ fees) All legal expenses, notarial, documentary stamp tax and attorney’s fees incurred from the preparation, authentication, notarization and amendments of this agreement shall incur for the account of SETTLORS.

TWENTY-EIGHTH: (Confidentiality) FIDUCIARY, its employees, directors and associates are hereby bound to maintain this trust, its capacity as fiduciary, as well as the identities of SETTLORS and BENEFICIARIES strictly confidential, except when authorized in writing by any SETTLOR in connection with his/her interest.

Notwithstanding anything contrary contained above, FIDUCIARY may disclose all or part of the information related to this trust and the custody, if required by any competent authority of Panama or of the United States of America.

TWENTY-NINTH: (Authority to resign) FIDUCIARY is hereby authorized to resign its capacity as fiduciary of this trust, by prior written notification to the MANAGEMENT COMMITTEE. In this event, the MANAGEMENT COMMITTEE has the right to appoint a new trust entity, to whom FIDUCIARY shall deliver the ENTRUSTED ASSETS.

THIRTIETH: (The Management Committee and modifications to the trust agreement) The original SETTLOR shall appoint a MANAGEMENT COMMITTEE comprised of a maximum of five (5) members, who shall hold office for one (1) year or until their successors are appointed by said SETTLOR, who is vested with the authorities set forth in this Agreement. FIDUCIARY and said MANAGEMENT COMMITTEE, the latter acting with the consent of the majority, may agree, without reservations, to the modifications to this trust agreement deemed convenient, without reservations, as well as to domicile it in, and make it subject to the laws and jurisdiction of another country, as selected by it. The modifications convenient to the FIDUCIARY and the MANAGEMENT COMMITTEE shall affect all of the SETTLORS and BENEFICIARIES, independently of the date when they first joined or were incorporated to the trust, and shall have immediate effects.

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THIRTY-FIRST: (Subrogation) This Agreement replaces and subrogates the Trust Agreement entered on March 1, 1987 by and between FIDUCIARY and SETTLOR, which agreement is entitled “Agents’ Trust Agreement,” and it may not be rescinded, modified or changed, except as set forth in the above clause.

For the record, this document is executed on October 2, 1996, in three (3) counterparts, each deemed an original with equal force and effect.

/s/ Tomas Herrera    

Thomas H. Herrera D.

FIDUCIARY

/s/ Boris Chanis    

Boris H. Chanis

MANAGEMENT COMMITTEE

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EX-99.4

Exhibit 4

REGAL TRUST

CICA ASSOCIATES TRUST

THIS DECLARATION OF TRUST is made as of the first day of January 1998, by Regal Trust (BVI) Limited, a corporation organized and existing in accordance with the laws of the BritishVirgin Islands (such entity if, at the time in question, together with any other individuals and entities then, duly serving as a trustee are henceforth collectively referred to as the Trustee) for the purpose of declaring a trust which shall be subject, with respect to certain actions of the Trustee and the Trust, to independent oversight and monitoring in accordance with the Twenty-Eighth clause hereof by Security Protectors Limited, a corporation organized and existing in accordance with the laws of the British Virgin Islands (such entity if, at the time in question, together with any other individuals and entities then, duly serving as or constituting a protector are henceforth collectively referred to as the Protector).

WITNESSETH:

WHEREAS, Citizens Insurance Company of America, a Colorado-domiciled-life insurance company (henceforth referred to as CICA), has entered into Consultant or Associate Contracts (henceforth referred to as CICA Contracts) with certain persons (henceforth referred to as Consultants or Associates) for the sale of CICA’s insurance products;

WHEREAS, the Trustee desires to form a trust for the principal purpose of acquiring, holding, investing, managing and disposing of certain assets including, without limitation, capital stock of Citizens, Inc., a Colorado, USA corporation (henceforth referred to as Citizens), in the manner hereinafter stated for the benefit of the Consultants and their Associates;

NOW THEREFORE, the Trustee hereby declares that all property of every type and description hereby or hereafter acquired as Trustee, together with the proceeds thereof, will be held and managed in trust for the benefit of those Consultants and Associates settling assets in this Trust and their Beneficiaries (as defined herein) in the manner and subject to the stipulations as follows:

CLAUSES

FIRST: (TRUST NAME; GOVERNING AUTHORITIES) The name of the trust established by this Declaration of Trust shall be the “CICA Associates Trust” (henceforth referred to as the Trust). This Declaration of Trust and the Trust established hereby shall be governed by the clauses and stipulations contained hereinafter and the laws of the British Virgin Islands or such other jurisdiction (henceforth referred to as the Governing Jurisdiction) as the Protector shall hereafter designate in writing to the Trustee.

SECOND: (PURPOSE OF THE TRUST) The purpose of this Trust is to provide the Settlor(s) with an investment mechanism for creating personal retirement or death benefit funds through the Amounts (as hereinafter defined) delivered to or received by the Trustee, by means of the acquisition and accumulation of the Stock, which shall be held by the Trustee in trust or in custody, as the case may be.

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THIRD: (SETTLORS; DISCRETIONARY TRUST) Subject to the security interest of CICA as described in the CICA Contracts (henceforth referred to as Security Interest), Consultants and their Associates (henceforth referred to as Settlors) may settle assets in this Trust and designate beneficiaries (henceforth referred to as Beneficiaries) with respect thereto; provided however, (i) the Trustee may reject any proposed settlement of assets, and (ii) Settlors and beneficiaries may not be citizens or residents of the United States of America or the Governing Jurisdiction. The Trust is a discretionary trust, and no Senior or Beneficiary may compel distributions of income or capital except in accordance with the provisions of the Eleventh clause hereof.

FOURTH: (THE ENTRUSTED ASSETS) Subject in all events to the Security Interest, the Trustee shall hold in the name of this Trust or in the name of the Trustee, but exclusively in a fiduciary capacity, the following assets (henceforth the Entrusted Assets)

(a)	The monies constituting the portions of the first year commissions or overwrite commissions delivered by CICA pursuant to Settlors’ assignments by deeds of addition or other written instruments required by the Trustee.
(b)	The dividends from the Stock acquired by the Trustee in compliance with this Declaration of Trust.
(c)	The interest which may be earned on the funds received by the Trustee, said funds being referred to in a) and b) of this clause.
d)	The class A common stock of Citizens (henceforth referred to as the Stock) acquired and to be acquired from time to time by the Trust under the terms of this Declaration of Trust, or received or to be received due to consolidations, mergers and similar operations.

The monies referred to in paragraphs a), b) and c) of this clause shall henceforth be known as “the Amounts”.

FIFTH: (SETTLOR OR BENEFICIARIES) Subject in all events to the Security Interest, the only beneficiaries of this Trust will be the Settlors and, in the event of death of any Settlor, the specific beneficiary(ies) named by such Settlor in his/her Trust assignment or other written instrument in form acceptable to the Trustee. With the consent of the Protector, the Trustee may at any time or times (i) evidence beneficial interests in the Trust by issuing certificates therefor transferable on such terms and conditions as the Trustee shall determine, and (ii) have the Trust assets and/or beneficial interests therein valued for any purpose and in such manner as the Trustee, in its exclusive judgment, thinks fit.

SIXTH: (ASSIGNMENT) For the purposes of funding this Trust, each Consultant and Associate has assigned or will assign an amount equal to five percent (5%) of all commissionable premiums for the first policy year on CICA policies personally written by such individual and one and one half percent (1.5%) of any overwrite commissions for the first policy year on CICA policies written by such individual or any of his/her Associates. It is the responsibility of CICA to make the calculation of the net premiums and to send commission account statements to the Consultants and Associates detailing their respective Associate commissions or Consultant overwrite commissions and to send to the Trust the amounts assigned. The Trustee is authorized to notify CICA that it has received and verified the

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assignment referred to in this clause so that CICA may remit to the Trustee such amount periodically.

SEVENTH: (DESTINATION OF FUNDS) The Trustee, upon receiving the Amounts remitted by CICA, shall immediately invest or deposit same in the name of this Trust or in the name of the Trustee in a money market or interest bearing savings account or short-term certificate of deposit, whichever is in the best interest of the Settlor(s) in the Trustee’s opinion at the time of receipt, in a first line bank or with a USA securities firm. The Trustee shall, at its sole discretion as to timing of purchases, quantities and price to pay, acquire the Stock for the Settlor(s) accounts in the USA open stock market through USA securities firms. Notwithstanding the foregoing, should the Stock, for any, reason, not be readily available in the marketplace, the Trustee may purchase same directly from CICA, Citizens or, to the extent approved by the Protector, other sources without securities firm mediation, or abstain from purchasing same if in the Trustee’s and Protector’s judgment the acquisition of Stock could be regarded as a violation of the Trustee’s fiduciary duties (other than any fiduciary duty to diversify investments which the Settlor(s) and the Beneficiary(ies) hereby waive).

EIGHTH: (NO LIENS OR ENCUMBRANCES) The Trustee can use and invest the Trust assets only for the purposes outlined in this Declaration of Trust and, unless necessary to make distribution to Settlor(s) or Beneficiary(ies) in accordance with this Declaration of Trust or pay the Trust expenses (including the Trustee’s fees), the Trustee shall not sell, mortgage, pledge, hypothecate or otherwise in any way further obligate any of the Trust assets.

NINTH: (PROPORTIONALITY) Stock purchased by the Trustee shall be allocated, subject to the Security Interest, on a pro rata basis among the Settlor(s) or the Beneficiaries of those Settlor(s) with whose funds the purchases were made. Income shall be allocated using the same criterion. Expenses and, subject to the Security Interest, forfeitures of nonvested Trust account balances shall be allocated in proportion to the respective aggregate account balance of each Settlor and Beneficiary. Should fractions result when making a Stock allocation or distribution to Settlor(s) or Beneficiary (ies), then the Trustee shall eliminate fractions lesser than one-half and shall allocate same to those having fractions greater than a half, making upwards roundings.

TENTH: (STATEMENTS OF ACCOUNT) During the first three months of each calendar year, the Trustee shall send to each Settlor at his or her last known address a statement of account, in which the following information shall be presented:

(a)Settlor’s preceding statement share balance;

(b)The total Amounts received by the Trust for Settlor’s account since the last statement.

(c)The expenses charged to Settlor’s account since the last statement.

(d)The number of shares of Stock purchased for Settlor’s account since the last statement.

(e)The cash amount held by the Trust for Settlor’s account.

(f)The total number of shares of Stock held in Trust for Settlor.

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ELEVENTH: (DISTRIBUTIONS) Upon retirement at or after age 65, a Settlor may request by written instrument in form and substance satisfactory to the Trustee, immediate or periodic liquidation and distribution of the vested percentage of Settlor’s Trust account, which shall be determined by the number of Contract Years, (as defined in Settlor’s CICA Contract) completed on the date of Settlor’s retirement as follows:

Number of Contract Years	Settlor’s Vested Trust Account Percentage
3	30%
4	40%
5	50%
6	60%
7	70%
8	80%
9	90%
10	100%

Any nonvested amounts in Settlor’s account shall be re-allocated among other Settlors and Beneficiaries Trust accounts in accordance with the Ninth clause.

Upon death, total disability or terminal illness of a Settlor as determined by CICA, the Settler’s Trust account shall become 100% vested and such Settlor’s Beneficiary(ies) may request by written instrument in form and substance satisfactory to the Trustee, immediate or periodic liquidation and distribution thereof.

Distributions will only be made in accordance with this Eleventh clause and, if CICA notifies the Trustee of Settlor’s violation of his/her CICA Contract, the Trustee shall liquidate and distribute to CICA the lesser of (i) Settlor’s entire Trust Account balance (vested and nonvested) or (ii) such part of the Settlor’s Trust Account balance (vested and nonvested) as shall equal the amount of damages claimed by CICA as a result of such CICA Contract violation. The Trustee may make distributions in either the Entrusted Assets or, if less than US$250, the cash value of such interest. At the recipient’s expense, the Trustee shall comply with the recipient’s instructions regarding the mode of shipment and, in the absence of instructions, shipment shall be made in the most practical and safe manner. Notwithstanding the foregoing, should the instructions be inconvenient, confusing, contradictory, complicated or risky, then the Trustee may choose the simplest method and manner to make such delivery. Upon distributing the totality of a Settlor’s or Beneficiary’s interest in the Trust, all of such Settlor’s or Beneficiary’s rights and obligations hereunder shall terminate.

TWELFTH: (CUSTODIAL AUTHORITY OF THE TRUSTEE) At all times and at any moment during the duration of this Trust and should the Trustee deem it convenient, the Trustee may transfer to one or more Settlor(s) or Beneficiary(ies), even if never requested, such Settlor(s) or Beneficiary(ies) interest in the Trust. However, if the Trustee decides to make such transfer, the Trustee may keep the Entrusted Assets in custody, terminating the rights derived from the

5

fiduciary relationship and coming forth with those of a deposit/custody contract, provided that in such a case the depository (formerly the Trustee) shall be empowered by the Settlor(s), and Beneficiary(ies) to sell, directly or through a securities firm, the Stock for their benefit, but not to exercise the voting rights unless provided a proxy to vote said shares.

THIRTEENTH: (AUDIT). Annually, at the expense of the Trust during the month of January, there shall be an audit of the Trust and all accounts of the Trustee related to this Trust, including Trust expenses. Said audit shall be performed by an independent public auditing firm. The selection of an auditor shall be made by the Trustee; however, the Protector shall have the right to designate the auditor should it so elect, in which case said designation shall prevail.

FOURTEENTH: (LIMITATION OF RESPONSIBILITY) The Trustee and the Protector shall only be responsible for fraud or gross negligence and neither shall incur any kind of liability for errors of others; provided, however, the Trustee shall not be liable for any act or failure to act undertaken with the written consent of the Protector. The Trustee, at its expense and not at the expense of the Trust, may delegate the recordkeeping and administration of the Trust to Citizens or, with the consent of the Protector, to any third party; provided, however, in no event shall the Trustee delegate to Citizens or any of its affiliates the powers of the Trustee regarding the decision, timing or other matters affecting any Stock purchases or dispositions.

FIFTEENTH: (TAXES, EXPENSES AND EXPENSE FUND) The Trustee is hereby expressly authorized to pay out of the Entrusted Assets or the income it receives or produces, the Trustee fees and expenses incurred by the Trust, as well as all taxes, assessments and liabilities of any nature which may be incurred by the Trust or the Entrusted Assets, provided that in no case shall (i) the Trustee’s own capital be compromised, and (ii) such expenses and assessments for services by the Trustee or any of its affiliates exceed reasonable amounts that would have been charged in arms’-length transactions between independent parties. The Trustee, for the purpose of paying the expenses mentioned above, is authorized to establish a special expense account to cover the expenditures occasioned by the Trust, including its fees; however, in no event shall the expense account balance exceed the average monthly amount of the preceding twelve-month actual fees and expenses. The expenses shall be charged to the Settlor(s) and Beneficiary(ies) accounts on a pro-rata basis based on the aggregate value of each account.

SIXTEENTH: (BASIS OF FEES) For services rendered by the Trustee, as fiduciary or custodian to or for Settlor(s), the Trustee shall receive aggregate fees on the Amount based on the following table:

(a)0.50% annually on the first US $500,000.

(b)1.00% annually on sums from US $500,001 through US $1,000,000.

(c)1.50% annually on sums from US $1,000,001 through US $2,000,000.

(d)1.25% annually on sums from US $2,000,001 through US $3,000,000.

(e)1.00% annually on sums from US $3,000,001 through US $4,000,000.

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(f)0.75% annually on sums from US $4,000,001 through US $5,000,000.

(g)0.50% annually on sums in excess of US $5,000,000.

The fees shall be computed by multiplying the above percentage by the Amounts received in a respective month to arrive at that month’s fee which shall then be allocated and charged to the respective accounts of Settlor(s) and Beneficiary(ies) on a pro-rata basis using individual Amounts received as a basis for allocation.

SEVENTEENTH: (OPERATIONAL EXPENSES DEFINED) The Operational Expenses of the Trust shall be limited to the items which follow:

Attorneys’ fees, auditors’ fees, taxes, postage, cables, telexes, long-distance telephone calls, telefaxes, stockbroker commissions, transfers of stock, cargo expenses, insurance premiums, performance bond premiums and any other operational expenses, which may be deemed necessary by the Trustee for proper administration of the Trust; provided, however, such fees and expenses shall not exceed reasonable amounts that would have been charged in arms’-length transactions between independent parties.

EIGHTEENTH: (NOTIFICATIONS) The Trustee is obligated to immediately notify the Settlor(s), at their last address registered with the Trust, of any informational requirement formulated by any regulatory authorities of the Governing Jurisdiction or the United States of America. In the same manner, the Settlor(s) shall be notified by the Trustee of any new tax or assessment which may be enacted that would affect this Trust, the Entrusted Assets or the assets in custody, as well as any investigation or legal action (civil or criminal) initiated by or on behalf of the authorities of the aforementioned countries.

NINETEENTH: (RENDERING OF ACCOUNTS) Notwithstanding anything herein to the contrary, upon written request by the Protector, the Trustee shall provide the Protector with a detailed account of its administration, including, but not limited to, all amounts received, all deposits made, all purchases of Stock, as well as proof of existence and location of said Stock, all interest, dividends and other amounts received, all allocations of Stock, all distribution made and all administration expenses and Trustee fees incurred by the Trust.

TWENTIETH: (INDEMNIFICATION) The Settlor(s) and the Beneficiary(ies) shall indemnify the Trustee, the Protector, and their employees, directors, officers, agents, representatives, managers and administrators and hold them harmless and free from any and all liability or damage which any of them may suffer as a result of any legally imposed fine or penalty arising from the operation of this Trust, provided such liability or damage shall not have occurred as a result of gross negligence or a fraudulent act by the person or any affiliate of the person seeking such indemnity.

TWENTY-FIRST: (SURETY BOND) The Trustee shall be required to secure and maintain, at all times, a surety bond to protect Settlor(s) and/or Beneficiary(ies) against fraudulent acts, thefts or larceny committed by the Trustee or its employees or associates. Said bond will be secured from and issued by a bank, bonding or insurance company satisfactory to the Protector for a bond amount which may, from time to time, be increased or decreased by written request of the Protector. Initially said bond shall not be less than one million dollars (US $1,000,000).

7

TWENTY-SECOND: (TRUST-PERIOD; TERMINATION) This Trust shall remain in force and effect for 100 years unless earlier terminated by: (i) distribution of all Entrusted Assets and custodial assets; (ii) delivery of all Entrusted Assets and custodial assets to a new fiduciary appointed by the Protector; or (iii) delivery by the Protector to the Trustee of a written instrument terminating the Trust. Upon termination of the Trust for any reason, the Trustee shall, within a reasonable time, render a full and final account of the Trust to the Settlor(s), Beneficiary(ies) and Protector, having the right to retain any fees not previously paid and expenses not previously reimbursed at the time of transfer, provided it has in no way breached its responsibilities hereunder.

TWENTY-THIRD: (VOTING RIGHTS) When acting as fiduciary or as custodian, the Trustee shall not have the voting right of the Stock which shall be reserved to each Settlor or, if no longer alive, his or her Beneficiary(ies). However, the Trustee may exercise such voting rights when provided an appropriate proxy by the Settlor or Beneficiary(ies).

TWENTY-FOURTH: (PAYMENT OF LEGAL EXPENSES) Settlor(s) shall bear notary expenses, stamp taxes and lawyers’ fees incurred in connection with the drafting, modification, authentication, protocolization, etc., of this Declaration of Trust and all legal expenses incurred on behalf of Settlor(s); provided, however, such fees and expenses shall not exceed reasonable amounts that would have been charged in arms’-length transactions between independent parties and as the Trustee shall have determined with the consent of the Protector.

TWENTY-FIFTH: (CONFIDENTIALITY) The Trustee, its employees, directors and associates are hereby bound to maintain this Trust, its condition as fiduciary and the identity of Settlor(s) and Beneficiary(ies) in strict secrecy. Notwithstanding the foregoing, the Trustee may disclose all or part of the information related to this Trust and the custody, if required by any competent authority of the Governing Jurisdiction or of the United States. Likewise, the Trustee may also disclose information to authorities of other countries, if requested in connection with criminal activities in which the Trustee has probable cause to believe that the criminal activities occurred as alleged.

TWENTY-SIXTH: (INITIAL DOMICILE) The initial administrative office of the Trustee shall be International Trust Building, P.O. Box 659, Road Town, Tortola, British Virgin Islands, or such other address as the Trustee shall determine with the consent of the Protector.

TWENTY-SEVENTH: (AUTHORITY OF TRUSTEE TO RESIGN) The Trustee (and each person or entity constituting the Trustee) is hereby authorized to resign as depository/custodian as well as a Trustee of this Trust, upon giving not less than 90 days’ prior written notice to the Protector. Each Trustee, person or entity giving such notice shall promptly and fully cooperate in the transfer of all Entrusted Assets (and all records, information and data relating thereto) to such other, additional or replacement Trustees, persons or entities as the Protector shall designate in writing.

TWENTY-EIGHTH: (PROTECTOR) The Protector may, by written instrument delivered by facsimile transmission to the Trustee, engage in or refrain from any of the following actions in its sole judgment:

8

(i)	appoint additional, substitute or replacement persons and entities who, acting by majority vote, shall serve as Protector on such terms and conditions as may be specified in such appointment;
(ii)	remove any Trustee and appoint additional, substitute or replacement persons and entities who, acting by majority vote, shall serve as Trustee on such terms and conditions as may be specified in such appointment;
(iii)	select a new domicile and/or Governing Jurisdiction for the Trust and adopt such modifications to the Trust as shall be necessary or advisable to conform the Trust to the legal requirements of such domicile or Governing Jurisdiction;
(iv)	change the forum for all or part of the Trust administration; and
(v)	withhold consent, approval or joinder from any proposal or action of the Trustee requiring same under this Declaration of Trust on such terms and conditions as the Protector shall deem appropriate.

All powers of the Protector are powers collateral to its office and are not fiduciary or trust powers. The Protector (and each person and entity constituting the Protector) is hereby authorized to resign as a Protector of this Trust, upon giving not less than 30 days’ prior written notice to any other Protector or person or entity constituting the Protector or, if none, to the Trustee.

TWENTY-NINTH: (IRREVOCABILITY; AMENDMENT; TRANSLATION) This Trust is irrevocable except by action of the Protector; provided, however, the Trustee and the Protector may amend by mutual agreement any provision of this Declaration of Trust. In the event of any conflict between translations of this Declaration of Trust, the English translation shall control.

THIRTIETH: (RESIDENT AGENT) The resident agent for this Trust in the Governing Jurisdiction shall be designated by the Trustee subject to approval by the Protector.

For the record, this Declaration of Trust is signed in triplicate in the city of Road Town, Tortola, British Virgin Islands, as of the first day of January 1998.

REGAL TRUST (BVI) LIMITED

By	/s/ Tomas Herrera
	Tomas H. Herrera D., Secretary

EX-99.5

Exhibit 5

Schedule of Transactions over the Preceding 60 Days

Trust	Date	Buy/Sell	Number of Shares	Approximate Average Price per Share*
GAMASE Agents Trust	August 12, 2005	Buy	36	$ 7.19
GAMASE Insureds Trust	August 12, 2005	Buy	2,225	$ 7.10
Regal Associates Trust	August 12, 2005	Buy	472	$ 7.19
Regal Policyholders Trust	August 12, 2005	Buy	6,017	$ 7.10
GAMASE Agents Trust	August 15, 2005	Buy	44	$ 7.05
GAMASE Insureds Trust	August 15, 2005	Buy	2,000	$ 7.04
Regal Associates Trust	August 15, 2005	Buy	576	$ 7.05
Regal Policyholders Trust	August 15, 2005	Buy	5,230	$ 7.17
GAMASE Agents Trust	August 16, 2005	Buy	28	$ 7.18
GAMASE Insureds Trust	August 16, 2005	Buy	2,025	$ 7.19
Regal Associates Trust	August 16, 2005	Buy	367	$ 7.18
Regal Policyholders Trust	August 16, 2005	Buy	7,815	$ 7.18
GAMASE Agents Trust	August 17, 2005	Buy	38	$ 7.02
GAMASE Insureds Trust	August 17, 2005	Buy	1,975	$ 7.11
Regal Associates Trust	August 17, 2005	Buy	498	$ 7.02
Regal Policyholders Trust	August 17, 2005	Buy	4,864	$ 7.01
GAMASE Agents Trust	August 18, 2005	Buy	40	$ 6.70
GAMASE Insureds Trust	August 18, 2005	Buy	1,725	$ 6.90
Regal Associates Trust	August 18, 2005	Buy	524	$ 6.70
Regal Policyholders Trust	August 18, 2005	Buy	5,661	$ 6.89
GAMASE Agents Trust	August 19, 2005	Buy	33	$ 6.80
GAMASE Insureds Trust	August 19, 2005	Buy	1,750	$ 6.99
Regal Associates Trust	August 19, 2005	Buy	432	$ 6.80
Regal Policyholders Trust	August 19, 2005	Buy	3,860	$ 6.90
GAMASE Agents Trust	August 22, 2005	Buy	28	$ 7.21
GAMASE Insureds Trust	August 22, 2005	Buy	1,525	$ 7.12
Regal Associates Trust	August 22, 2005	Buy	367	$ 7.21
Regal Policyholders Trust	August 22, 2005	Buy	3,680	$ 7.06
GAMASE Agents Trust	August 23, 2005	Buy	30	$ 7.07
GAMASE Insureds Trust	August 23, 2005	Buy	1,775	$ 6.94
Regal Associates Trust	August 23, 2005	Buy	393	$ 7.07
Regal Policyholders Trust	August 23, 2005	Buy	4,452	$ 6.92
GAMASE Agents Trust	August 24, 2005	Buy	32	$ 7.35
GAMASE Insureds Trust	August 24, 2005	Buy	1,750	$ 7.09
Regal Associates Trust	August 24, 2005	Buy	419	$ 7.35
Regal Policyholders Trust	August 24, 2005	Buy	5,399	$ 6.98
GAMASE Agents Trust	August 25, 2005	Buy	28	$ 7.17
GAMASE Insureds Trust	August 25, 2005	Buy	1,625	$ 7.22

Trust	Date	Buy/Sell	Number of Shares	Approximate Average Price per Share*
Regal Associates Trust	August 25, 2005	Buy	367	$ 7.17
Regal Policyholders Trust	August 25, 2005	Buy	5,105	$ 7.16
GAMASE Agents Trust	August 26, 2005	Buy	32	$ 7.36
GAMASE Insureds Trust	August 26, 2005	Buy	1,750	$ 7.23
Regal Associates Trust	August 26, 2005	Buy	419	$ 7.36
Regal Policyholders Trust	August 26, 2005	Buy	4,424	$ 7.19
GAMASE Agents Trust	August 29, 2005	Buy	36	$ 7.29
GAMASE Insureds Trust	August 29, 2005	Buy	1,575	$ 7.30
Regal Associates Trust	August 29, 2005	Buy	472	$ 7.29
Regal Policyholders Trust	August 29, 2005	Buy	4,742	$ 7.27
GAMASE Agents Trust	August 30, 2005	Buy	24	$ 7.24
GAMASE Insureds Trust	August 30, 2005	Buy	1,350	$ 7.25
Regal Associates Trust	August 30, 2005	Buy	314	$ 7.24
Regal Policyholders Trust	August 30, 2005	Buy	3,162	$ 7.16
GAMASE Agents Trust	August 31, 2005	Buy	33	$ 7.19
GAMASE Insureds Trust	August 31, 2005	Buy	1,610	$ 7.25
Regal Associates Trust	August 31, 2005	Buy	432	$ 7.19
Regal Policyholders Trust	August 31, 2005	Buy	3,935	$ 7.24
GAMASE Agents Trust	September 1, 2005	Buy	119	$ 7.24
GAMASE Insureds Trust	September 1, 2005	Buy	1,395	$ 7.22
Regal Associates Trust	September 1, 2005	Buy	304	$ 7.24
Regal Policyholders Trust	September 1, 2005	Buy	4,482	$ 7.13
GAMASE Agents Trust	September 2, 2005	Buy	95	$ 7.23
GAMASE Insureds Trust	September 2, 2005	Buy	1,100	$ 7.22
Regal Associates Trust	September 2, 2005	Buy	243	$ 7.23
Regal Policyholders Trust	September 2, 2005	Buy	4,862	$ 7.13
GAMASE Agents Trust	September 6, 2005	Buy	127	$ 7.24
GAMASE Insureds Trust	September 6, 2005	Buy	1,575	$ 7.25
Regal Associates Trust	September 6, 2005	Buy	324	$ 7.24
Regal Policyholders Trust	September 6, 2005	Buy	4,374	$ 7.24
GAMASE Agents Trust	September 7, 2005	Buy	99	$ 7.32
GAMASE Insureds Trust	September 7, 2005	Buy	1,065	$ 7.35
Regal Associates Trust	September 7, 2005	Buy	253	$ 7.32
Regal Policyholders Trust	September 7, 2005	Buy	3,383	$ 7.27
GAMASE Agents Trust	September 8, 2005	Buy	83	$ 7.31
GAMASE Insureds Trust	September 8, 2005	Buy	950	$ 7.27
Regal Associates Trust	September 8, 2005	Buy	213	$ 7.31
Regal Policyholders Trust	September 8, 2005	Buy	3,254	$ 7.24
GAMASE Agents Trust	September 12, 2005	Buy	99	$ 7.30
GAMASE Insureds Trust	September 12, 2005	Buy	1,190	$ 7.47
Regal Associates Trust	September 12, 2005	Buy	251	$ 7.30
Regal Policyholders Trust	September 12, 2005	Buy	3,360	$ 7.40
GAMASE Agents Trust	September 14, 2005	Buy	95	$ 7.44
GAMASE Insureds Trust	September 14, 2005	Buy	1,090	$ 7.38

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Trust	Date	Buy/Sell	Number of Shares	Approximate Average Price per Share*
Regal Associates Trust	September 14, 2005	Buy	243	$ 7.44
Regal Policyholders Trust	September 14, 2005	Buy	3,572	$ 7.37
GAMASE Agents Trust	September 15, 2005	Buy	86	$ 7.46
GAMASE Insureds Trust	September 15, 2005	Buy	1,000	$ 7.42
Regal Associates Trust	September 15, 2005	Buy	219	$ 7.46
Regal Policyholders Trust	September 15, 2005	Buy	2,785	$ 7.40
Regal Policyholders Trust	September 16, 2005	Buy	500	$ 7.48
GAMASE Agents Trust	September 19, 2005	Buy	91	$ 7.60
GAMASE Insureds Trust	September 19, 2005	Buy	1,150	$ 7.58
Regal Associates Trust	September 19, 2005	Buy	233	$ 7.60
Regal Policyholders Trust	September 19, 2005	Buy	3,226	$ 7.51
GAMASE Insureds Trust	September 20, 2005	Buy	1,025	$ 7.64
Regal Policyholders Trust	September 20, 2005	Buy	2,915	$ 7.52
GAMASE Agents Trust	September 21, 2005	Buy	174	$ 7.35
GAMASE Insureds Trust	September 21, 2005	Buy	1,125	$ 7.45
Regal Associates Trust	September 21, 2005	Buy	446	$ 7.35
Regal Policyholders Trust	September 21, 2005	Buy	2,180	$ 7.23
GAMASE Agents Trust	September 22, 2005	Buy	130	$ 7.12
GAMASE Insureds Trust	September 22, 2005	Buy	1,655	$ 7.15
Regal Associates Trust	September 22, 2005	Buy	332	$ 7.12
Regal Policyholders Trust	September 22, 2005	Buy	4,487	$ 7.06
GAMASE Agents Trust	September 23, 2005	Buy	121	$ 7.12
GAMASE Insureds Trust	September 23, 2005	Buy	1,415	$ 7.09
Regal Associates Trust	September 23, 2005	Buy	308	$ 7.12
Regal Policyholders Trust	September 23, 2005	Buy	3,606	$ 7.10
GAMASE Agents Trust	September 27, 2005	Buy	100	$ 7.10
GAMASE Insureds Trust	September 27, 2005	Buy	1,255	$ 6.96
Regal Associates Trust	September 27, 2005	Buy	255	$ 7.10
Regal Policyholders Trust	September 27, 2005	Buy	3,390	$ 6.97
GAMASE Agents Trust	September 28, 2005	Buy	130	$ 6.96
GAMASE Insureds Trust	September 28, 2005	Buy	1,630	$ 6.94
Regal Associates Trust	September 28, 2005	Buy	330	$ 6.96
Regal Policyholders Trust	September 28, 2005	Buy	3,595	$ 6.79
GAMASE Agents Trust	September 29, 2005	Buy	91	$ 6.62
GAMASE Insureds Trust	September 29, 2005	Buy	1,160	$ 6.73
Regal Associates Trust	September 29, 2005	Buy	233	$ 6.62
Regal Policyholders Trust	September 29, 2005	Buy	2,596	$ 6.63
GAMASE Agents Trust	October 3, 2005	Buy	157	$ 6.69
GAMASE Insureds Trust	October 3, 2005	Buy	1,925	$ 6.68
Regal Associates Trust	October 3, 2005	Buy	399	$ 6.69
Regal Policyholders Trust	October 3, 2005	Buy	5,294	$ 6.60

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Trust	Date	Buy/Sell	Number of Shares	Approximate Average Price per Share*
GAMASE Agents Trust	October 5 2005	Buy	127	$ 6.48
GAMASE Insureds Trust	October 5 2005	Buy	1,775	$ 6.54
Regal Associates Trust	October 5, 2005	Buy	324	$ 6.48
Regal Policyholders Trust	October 5, 2005	Buy	4,799	$ 6.39

____________________

*    In the case of multiple purchases by the same Trust on the same date, the aggregate number of shares purchased is reported and the price per share represents a weighted average of such aggregated transactions.

4

EX-99.6

Exhibit 6

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the United States Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed as of October 6, 2005.

GALINDO, ARIAS & LOPEZ
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Partner

GALA MANAGEMENT SERVICES, INC.
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Attorney-in-fact

GAMASE INSUREDS TRUST
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Attorney-in-fact

REGAL TRUST (BVI) LTD.
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Attorney-in-fact

CICA POLICYHOLDERS TRUST
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Attorney-in-fact

GAMASE AGENTS TRUST
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Attorney-in-fact

CICA ASSOCIATES TRUST
By:	/s/ Tomas Herrera
Name: Tomas Herrera
Title:  Attorney-in-fact

EX-99.7

Exhibit 7

POWER OF ATTORNEY

The undersigned director and/or officer of Gala Management Services, Inc. (the “Company”), does hereby constitute and appoint Tomas Herrera as the undersigned’s true and lawful attorney-in-fact and agent to do any and all things in the undersigned’s name and behalf in the undersigned’s capacity as a director and/or officer of the Company, and to execute any and all instruments for the undersigned and in the undersigned’s name and capacity as a director and/or officer that such person or persons may deem necessary or advisable to enable the Company to comply with the United States Securities Exchange Act of 1934, as amended, including specifically, but not limited to, power and authority to sign for the undersigned in the capacity as a director and/or officer of the Company any and all filings with the Securities and Exchange Commission and any and all amendments thereto, including post-effective amendments, and the undersigned does hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.

/s/ DIEGO A. DE LA GUARDIA     

(Signature)                   

Printed Name: DIEGO A. DE LA GUARDIA         

Dated and effective as of October 6, 2005

POWER OF ATTORNEY

The undersigned director and/or officer of GAMASE Insureds Trust (the “Company”), does hereby constitute and appoint Tomas Herrera as the undersigned’s true and lawful attorney-in-fact and agent to do any and all things in the undersigned’s name and behalf in the undersigned’s capacity as a director and/or officer of the Company, and to execute any and all instruments for the undersigned and in the undersigned’s name and capacity as a director and/or officer that such person or persons may deem necessary or advisable to enable the Company to comply with the United States Securities Exchange Act of 1934, as amended, including specifically, but not limited to, power and authority to sign for the undersigned in the capacity as a director and/or officer of the Company any and all filings with the Securities and Exchange Commission and any and all amendments thereto, including post-effective amendments, and the undersigned does hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.

/s/ DIEGO A. DE LA GUARDIA     

(Signature)                   

Printed Name: DIEGO A. DE LA GUARDIA         

Dated and effective as of October 6, 2005

2

POWER OF ATTORNEY

The undersigned director and/or officer of GAMASE Agents Trust (the “Company”), does hereby constitute and appoint Tomas Herrera as the undersigned’s true and lawful attorney-in-fact and agent to do any and all things in the undersigned’s name and behalf in the undersigned’s capacity as a director and/or officer of the Company, and to execute any and all instruments for the undersigned and in the undersigned’s name and capacity as a director and/or officer that such person or persons may deem necessary or advisable to enable the Company to comply with the United States Securities Exchange Act of 1934, as amended, including specifically, but not limited to, power and authority to sign for the undersigned in the capacity as a director and/or officer of the Company any and all filings with the Securities and Exchange Commission and any and all amendments thereto, including post-effective amendments, and the undersigned does hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.

/s/ DIEGO A. DE LA GUARDIA     

(Signature)                   

Printed Name: DIEGO A. DE LA GUARDIA         

Dated and effective as of October 6, 2005

3

POWER OF ATTORNEY

The undersigned director and/or officer of Regal Trust (BVI) Ltd. (the “Company”), does hereby constitute and appoint Tomas Herrera as the undersigned’s true and lawful attorney-in-fact and agent to do any and all things in the undersigned’s name and behalf in the undersigned’s capacity as a director and/or officer of the Company, and to execute any and all instruments for the undersigned and in the undersigned’s name and capacity as a director and/or officer that such person or persons may deem necessary or advisable to enable the Company to comply with the United States Securities Exchange Act of 1934, as amended, including specifically, but not limited to, power and authority to sign for the undersigned in the capacity as a director and/or officer of the Company any and all filings with the Securities and Exchange Commission and any and all amendments thereto, including post-effective amendments, and the undersigned does hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.

/s/ DIEGO A. DE LA GUARDIA     

(Signature)                   

Printed Name: DIEGO A. DE LA GUARDIA         

Dated and effective as of October 6, 2005

4

POWER OF ATTORNEY

The undersigned director and/or officer of CICA Policyholders Trust (the “Company”), does hereby constitute and appoint Tomas Herrera as the undersigned’s true and lawful attorney-in-fact and agent to do any and all things in the undersigned’s name and behalf in the undersigned’s capacity as a director and/or officer of the Company, and to execute any and all instruments for the undersigned and in the undersigned’s name and capacity as a director and/or officer that such person or persons may deem necessary or advisable to enable the Company to comply with the United States Securities Exchange Act of 1934, as amended, including specifically, but not limited to, power and authority to sign for the undersigned in the capacity as a director and/or officer of the Company any and all filings with the Securities and Exchange Commission and any and all amendments thereto, including post-effective amendments, and the undersigned does hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.

/s/ DIEGO A. DE LA GUARDIA     

(Signature)                   

Printed Name: DIEGO A. DE LA GUARDIA         

Dated and effective as of October 6, 2005

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POWER OF ATTORNEY

The undersigned director and/or officer of CICA Associates Trust (the “Company”), does hereby constitute and appoint Tomas Herrera as the undersigned’s true and lawful attorney-in-fact and agent to do any and all things in the undersigned’s name and behalf in the undersigned’s capacity as a director and/or officer of the Company, and to execute any and all instruments for the undersigned and in the undersigned’s name and capacity as a director and/or officer that such person or persons may deem necessary or advisable to enable the Company to comply with the United States Securities Exchange Act of 1934, as amended, including specifically, but not limited to, power and authority to sign for the undersigned in the capacity as a director and/or officer of the Company any and all filings with the Securities and Exchange Commission and any and all amendments thereto, including post-effective amendments, and the undersigned does hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.

/s/ DIEGO A. DE LA GUARDIA     

(Signature)                   

Printed Name: DIEGO A. DE LA GUARDIA         

Dated and effective as of October 6, 2005

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