TABLE OF CONTENTS

 

MIDWEST HOLDING INC.
8101 “O” Street, Suite S111
Lincoln, Nebraska 68510

GENERAL INFORMATION

    This proxy statement is furnished in connection with the solicitation of proxies from the shareholders of Midwest Holding Inc., a Nebraska corporation, to be voted at the Annual Meeting of Shareholders of Midwest (the “Annual Meeting”) to be held atHillcrest Country Club, 9401 “O” Street,Lincoln, Nebraska on Tuesday, June 12, 2012,11, 2013, at 10:00 a.m. and any adjournment thereof. The terms “Midwest,” “Midwest Holding,” the “Company,” “we,” “us,” and “our” refer to Midwest Holding Inc.THE ENCLOSED PROXY IS SOLICITED BY MIDWEST’S BOARD OF DIRECTORS.If not otherwise specified, all proxies received pursuant to this solicitation will be voted “FOR” the proposals as specified in this proxy statement and, at the discretion of the proxy holder, upon such other matters as may properly come before the Annual Meeting or any adjournment thereof.

    This proxy statement is being sent to each holder of record of the outstanding shares of $0.001 par value voting common stock of Midwest (the “Common Stock”), as of April 24, 201225, 2013 (the “Record Date”), in order to furnish each shareholder information relating to the business to be transacted at the Annual Meeting. This proxy statement and the enclosed proxy card are being mailed to shareholders of Midwest on or about April 30, 2012.2013. Midwest will bear the cost of soliciting proxies from its shareholders. If necessary, officers and regular employees of Midwest may by telephone, written communication, e-mail or personal interview, request the return of proxies.

Voting Procedures and Proxies

    Only shareholders of record at the close of business on the Record Date are entitled to vote, either in person or by valid proxy, at the Annual Meeting. If you are unable to attend the Annual Meeting on June 12, 2012,11, 2013, please complete the enclosed proxy and return it to us so that your shares will be represented. When the enclosed proxy is duly executed and returned in advance of the Annual Meeting, and is not revoked, the shares of Common Stock represented thereby will be voted in accordance with the authority contained therein. In the event that any such instrument in writing shall designate two (2) or more persons to act as proxies, a majority of such persons present at the Annual Meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the instrument otherwise provides.

Outstanding Voting Securities

    On the Record Date, Midwest had issued and outstanding 8,670,1469,114,567 shares of Common Stock, all of which are entitled to vote at the Annual Meeting. No other voting securities of Midwest are outstanding.

Voting Rights

    The holders of shares of Common Stock are entitled to one vote per share, except in the election of directors for which the shareholder has cumulative voting rights pursuant to the Nebraska Business Corporation Act. Cumulative voting rights for the election of directors means that each shareholder’s total number of votes is determined by multiplying the number of shares held by nine (9)eight (8), which is the number of directors being elected. The shareholder has the right to vote pro-ratably for all directors by checking the box labeled “FOR,” to withholdauthority to vote by checking the box labeled “WITHHOLD, AUTHORITY,” or to vote a specific number of shares for each director by checkingwriting "CUMULATE FOR" on the box labeled “SPECIAL ALLOCATION”line below and entering the name and number of shares voted on the line next to the director’s name.that line. NOTE: If shares voted by “SPECIAL ALLOCATION”“CUMULATE FOR” exceed total votes available to the shareholder, the proxy is spoiled and none of the votes can be recorded. There are no conditions precedent to the exercise of cumulative voting rights under the Nebraska Business Corporation Act.

Quorum Requirement

    In order to transact business at the Annual Meeting, a quorum must be present. A quorum is present if the holders of a majority of the total number of shares of Common Stock issued and outstanding as of the Record Date are represented at the Annual Meeting in person or by proxy. Shares that are entitled to vote but that are not voted at the direction of the holder (called “abstentions”) and shares that are not voted by a broker or other record holder due to the absence of instructions from the beneficial owner (called “broker non-votes”) will be counted for the purpose of determining whether a quorum is present.

Required Vote

    Other than the election of Directors, which requires a plurality of the votes cast, each matter to be submitted to the shareholders requires the affirmative vote of a majority of the votes cast at the Annual Meeting. For purposes of determining the number of votes cast with respect to a particular matter, only those cast “FOR” or “AGAINST” are included. Proxies marked “ABSTAIN” and non-votes are counted only for purposes of determining whether a quorum is present at the Annual Meeting.

Right to Attend Annual Meeting;Meeting: Revocation of Proxy

    Returning a proxy card now will not interfere with a shareholder’s right to attend the Annual Meeting or to vote shares of Common Stock personally at the Annual Meeting, if the shareholder wishes to do so. Any shareholder giving a proxy may revoke such proxy at any time before it is voted by delivering to Midwest at the address above a written notice of revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person.

Costs of Solicitation

    Midwest will bear the cost of solicitation of proxies, which we expect to be nominal. Proxies will be solicited by mail and may be solicited personally by directors, officers or regular employees, who will not receive any additional compensation for such services.

How to Read this Proxy Statement

    Set forth below are the proposals to be considered by shareholders at the Annual Meeting, as well as important information concerning, among other things, Midwest’s management and Board of Directors; executive compensation; transactions between Midwest and its officers, directors and affiliates; the stock ownership of certain beneficial owners and management; the services provided to Midwest by and fees of McGladrey & Pullen, LLP, Midwest’s independent registered public accounting firm; and how shareholders may make proposals at the next annual meeting.EACH SHAREHOLDER SHOULD READ THIS INFORMATION BEFORE VOTING.

How to Vote – Proxy Instructions

    For 2012,2013, Midwest has arranged for telephone and internet voting procedures to be used. These procedures have been designed to authenticate the shareholder’s identity, to allow the shareholder to give instructions and to confirm that those instructions have been recorded properly. If you choose to vote by telephone or by using the internet, please refer to the specific instructions on the proxy card. The deadline for voting by telephone or the internet is 11:59 p.m.1:00 a.m. Eastern Standard Time on Monday,Tuesday, June 11, 2012.2013. If you wish to vote using the proxy card, complete, sign and date your proxy card and return it to Midwest before the Annual Meeting.

PROPOSAL 1
ELECTION OF DIRECTORS

    At the Annual Meeting, the shareholders of Midwest will elect nine (9)eight (8) directors to serve as the Board of Directors until the 20132014 Annual Meeting of Shareholders, or until their successors are elected and qualified. The Board of Directors has nominated for election the following nine (9)eight (8) persons: Travis Meyer, Rick D. Meyer, Mark A. Oliver, Milton Tenopir, Jim Ballard, Jack Theeler, Les Meyer, John C. Osborne and John R. Perkins. Other than Jack Theeler, eachEach of these individuals currently serves as a director of Midwest.Midwest: Three (3) of these individuals also serve as corporate officers (including as Chairman of the Board), and three (3) also serve as employees. Should any of the nominees become unable or unwilling to accept nomination or election, it is intended, in the absence of contrary specifications, that the proxies will be voted for the balance of those named and for a substitute nominee or nominees; however, the Board of Directors knows of no reason to anticipate such an occurrence. All of the nominees have consented to be named as nominees and to serve as directors if elected.

Information Concerning Executive Officers and Director Nominees

    Information concerning the names, ages, positions with Midwest, tenure as a director, and business experience of our executive officers and director nominees is set forth below. All executive officers are elected annually by the Board of Directors.

    TRAVIS MEYER:Mr. Travis Meyer has served serves as our PresidentVice Chairman and a DirectorBoard member of Midwest since 2003. He also servesHolding Inc. and as a Board member of American Life & Security Corp., Midwest’s insurance subsidiary (“American Life”). He also serves as Co-Chairman of Pacific Northwest Capital Corp. (“Pacific Northwest”), and Vice Chairman of Mountain States Capital Corp. (“Mountain States”). Mr. Meyer began his career in 1997 as an agent for First American Capital Corporation (“First American”) in Topeka, Kansas, and later served as Regional Director of Sales, Executive Sales Director, Agency Director, and Assistant to the President. Mr. Meyer was drafted by the Los Angeles Dodgers in 1995, and played professional baseball from 1995 until 1997. Mr. Meyer is the son of Rick Meyer. He also serves as a Director

RICK D. MEYER:Mr. Meyer was Chairman of Great Plains Financial Corp., a South Dakota holding company (“Great Plains”),the Board and as President, Chief Executive Officer Co-Chairman andof Midwest Holding from 2003 until June 2009. In December 2011, he was again elected Chairman of the Board of Midwest Holding, where he previously acted as a Directorpaid consultant from June 2009 to December 2011. Additionally, Mr. Meyer is chairman of the Board of Directors of Rocky Mountain Capital Corp. (“Rocky Mountain”), Co-chairman of Pacific Northwest, Capitalchairman and CEO of Northstar Financial Corp. (“Northstar”), anand Executive Vice President of Mountain States, all start-up companies in Colorado, Idaho, holding company (“Pacific Northwest”). The Board of Directors believes that Mr. Meyer’s experience with Midwest since its inceptionMinnesota and his day-to-day responsibilities in leading the Company as President allow him to provide valuable information to the Board from his knowledge of Midwest’s operations and the markets in which it operates.

Rick D. Meyer has served as a Director of Midwest since 2003 and was appointed Chairman inNew Mexico respectively. In June 2011.2012, Mr. Meyer was a founderelected Chairman of Midwestthe Board of First Wyoming Capital Corporation (“First Wyoming”), and served as our Chief Executive OfficerFirst Wyoming Life Insurance Company(“First Wyoming Life”), and Chairman of the Board of Directors from 2003 to September 2009. From May 1982 to October 1984, Mr. Meyer was a life insurance agent, District Director, and Executive Sales Director with Liberty American Assurance Company (“Liberty American”) of Lincoln, Nebraska. In October of 1984, Mr. Meyer transferred to an affiliated company to become Agency Director. In 1985, Mr. Meyer left Liberty American to become an organizer and Zone Sales Director for United Trust, Inc., in Springfield, Illinois. In January 1988, Mr. Meyer transferred to Columbus, Ohio, to assist in the organization of United Income, Inc. (“United”) and served as Zone Sales Manager. While with United, he was promoted to Training Director in 1991 and to Agency Director in 1993. Mr. Meyer left United in 1996 to form First American. He servedas President and promoter of that company until 2003. Mr. Meyer has served as Co-Chairman of the Board of Arkansas Security Capital Corporation from 2001 to 2003. Mr. Meyer is the father of Travis Meyer. He serves as Chairman and a Director of Rocky Mountain Capital Corporation, a recently formed Colorado holding company that intends to form a Colorado life insurance subsidiary (“Rocky Mountain”), as Chairman and a Director of NorthstarGreat Plains Financial Corp., a recently formed Minnesota holding company that intends to form a Minnesota life insurance subsidiary (“Northstar”Great Plains”).

MARK A. OLIVER:Mr. Oliver is currently the Chief Executive Officer and Co-Chairman and a Director of Pacific Northwest. He also is a member of the Board of Directors of Great Plains. The BoardAmerican Life, and has served in that capacity since that company received its Certificate of Directors believes thatAuthority from the Nebraska Department of Insurance on September 1, 2009. Mr. Meyer’s experience with Midwest since its inception and his extensive experience in Midwest’s industry allow him to make important contributions to the Board’s strategic vision for Midwest.

Mark A. Oliver has been employed by Midwest since July 2009 and presently also serves as Midwest’s Treasurer. He was elected toChief Executive Officer and Treasurer and member of the Board of Directors inof Midwest Holding. From 1984 until June 2010. Mr. Oliver serves as CEO and Board member of American Life.2007 Mr. Oliver was recruited from Texas Life Insurance Company in 1984employed by Citizens, Inc. serving as its President and in various other executive capacities since 1997. Citizens, Inc. is a life insurance holding company with principal offices in Austin, Texas. Mr. Oliver assumed responsibilityalso serves as Controller. He later becameChairman and Chief FinancialExecutive Officer Vice President and Treasurer. He ultimately was promoted to President in 1997. During his 24-year tenure with Citizens, he managed, oversaw or chaired most aspects of the business, including operations, finance & accounting, investments, legal, administration and strategic planning. Mr. Oliver has significant knowledge of statutory, Generally Accepted Accounting Principles (GAAP) and SEC accounting for life insurance companies and had managed/overseen all SEC matters for that company. In addition, he completed 17 merger and acquisition transactions while at Citizens. As President, he was a key driver behind Citizens’ asset growth from $15 million to $880 million and revenue expansion from $3 million to more than $170 million since 1984.Mountain States. He serves as Secretary/Treasurera Director and a DirectorTreasurer of Rocky Mountain and Pacific Northwest, and through October 2011, he served as President/a Director and Treasurer of First Wyoming. In June 2012, He was named Chief Executive Officer and a Directormember of Northstar. He alsothe Board of Directors of First Wyoming and First Wyoming Life. Additionally, he serves as CFOChief Executive Officer and EVP ona member of the Board of Great Plains and Great Plains Life Assurance a South Dakota life insurance company. He also servesCo. (“Great Plains Life”) and as President and Treasurer and a Director of Pacific Northwest. The Board of Directors believes that Mr. Oliver’s position as CEO of American Life allows him to provide critical information to the Board regarding American Life’s operations and the markets in which it operates. Further, his extensive experience in the life insurance industry is an asset to the Board of Directors.Northstar.

Milton TenopirMILTON TENOPIR:has served as a Director of Midwestthe Company since 2003. He also is a Board memberChairman of American Life. Mr. Tenopir served for twenty-nine years as a member of the University of Nebraska football coaching staff, including 24 years under Coach Tom Osborne, and five years under Coach Frank Solich. Mr. Tenopir retired from the Cornhusker program in January of 2003. Prior to his college coaching career, Mr. Tenopir taught high school math and science. He also serves as a Director of Northstar. He is also a Board member ofNorthstar and Great Plains. Mr. Tenopir’s knowledge of the State of Nebraska and background in mathematics make him well suited to serve as a member of the Board.

    Jim BallardJIM BALLARD has served:was elected as a Director of Midwest since JuneHolding in 2010. Mr. Ballard is part-owner and award-winning winemaker of James Arthur Vineyards. He has both his undergraduate and Master’s degrees in Broadcast Journalism from the University of Nebraska-Lincoln. Mr. Ballard is a Past-President of the Nebraska Winery and Grape Growers Association, where he also serves as chair of the legislative committee. He serves as Chair of the Board for WineAmerica, the only National Association for American Wineries and is also a Board Member for the National Wine and Grape Initiative. Closer to home,Additionally, he is a Board Member for Keep Nebraska Beautiful as well as Bright Lights and serves as the School Board President for Parkview Christian School in Lincoln. He is also a member of Senator Mike Johanns’ Agricultural Advisory Committee. Jim is a graduate of Leadership Lincoln and class XXVI of the Nebraska LEAD Program. The Board believes Mr. Ballard’s significant background in journalism and public relations provide a key ingredient to the Company.

    Jack TheelerJACK THEELER is a nominee to serve:Mr. Theeler was elected as a Director of Midwest.the Company in 2012. Mr. Theeler is a partner in the Morgan Theeler law firm of Mitchell, SD where he has been employed since 1971. The firm was established in Mitchell in 1893. He has degrees in accounting (1968) and law (1971) from the University of South Dakota. In law school he was Editor in Chief of the South Dakota Law Review and graduated magna cum laude. He was the first Chairman of the South Dakota Lottery Commission from 1986 to 1992. He is a member of American Bar Association, the State Bar of South Dakota, the Association of Defense Trial Attorneys, the South Dakota Defense Lawyers Association and an associate in the American Board of Trial Advocates. Mr. Theeler has served on numerous boards and commissions including Dakota Wesleyan University, Mitchell Area Development Corporation and the Mitchell YMCA. Mr. Theeler has been inducted into the University of South Dakota Sports Hall of Fame, the Mitchell Area Ducks Unlimited Hall of Fame and his high school basketball team has been inducted into the South Dakota HighSchool Basketball Hall of Fame. Jack and Nancy Theeler received the 2007 Community Service Award presented annually by the Mitchell Area Chamber of Commerce. The Board believes Mr. Theeler’s extensive background in accountingHe is a director of Great Plains and law would make him an exceptional addition to the Company.Chairman of Great Plains Life.

Les Meyer    LES MEYER:has served on the Midwest’s Board of Directors since June 2009. He also serves as a Board member of American Life. As a young man, Mr. Meyer was a professional boxer. He fought out of Dodge City, Kansas as a heavyweight. He retired from professional boxing undefeated. He worked for over 35 years representing utility companies, serving as Directordirector of media relations, government relations, and customer relations. In that role, he served as the liaison between the utility company and the public service commissions. Mr. Meyer was the author of several key pieces of legislation that govern the utility industry in Nebraska. Currently he is CEO of Knockout Partners, a real estate business serving the Front Range of Colorado. He also serves as Secretary and Directoron the Board of Directors of First Wyoming Capital Corporation, a recently formedand First Wyoming holding company that intends to form a Wyoming life insurance subsidiary (“First Wyoming”). He also servesLife, and as CEO and a Director of Rocky Mountain. The Board believes Mr. Meyer’s background in governmental relations provides key insights to the Company and makes him an ideal candidate.Mountain, a Colorado holding company.

John C. OsborneJOHN R. PERKINS:has served as a Director of Midwest since 2003. He also is a Board member of American Life. Mr. Osborne is President of Industrial-Irrigation Services, a Hastings, Nebraska company at which he has been employed for over 30 years. Mr. Osborne serves on several foundation and corporate boards in central Nebraska, including Hastings Irrigation Pipe, Hastings Community Foundation, Heritage Bank Holding Co., and Mary Lanning Hospital Trust. He is also a Board member of Great Plains. Mr. Osborne’s significant business experience and Nebraska roots make him a key member of the Board.

John R. Perkins has served as a Director of Midwest since 2003, and he previously served as Midwest’sthe Company’s Secretary and compliance officer from 2003 to 2010. He also serves as a Board member of American Life. Mr. Perkins served asHe is the COO and as a Directormember of the Board of First Wyoming from 2009 through 2012. He is alsoand Compliance Director and a Board member of Mountain States and Rocky Mountain. Mr. Perkins was formerly a member of the Board of Directors of First Trinity Financial Corporation, an Oklahoma life insurance holding company (“First Trinity”). Previously, he served as President of First Trinity. He also has served as President of Mid-American Alliance Corporation, a Missouri life insurance holding company (“Mid-American Alliance”Mid-American”), and Mid-American Century Life Company (“Mid-American Century”) from January 1, 2003 to January 1, 2004. He served on the Board of Directors of Mid-American Alliance and Mid-American Century from 1998 till 2004. Mr. Perkins previously owned Perkins Law Office in Jefferson City, Missouri from 1995 to 2003, where he specialized in securities law. He is a graduate of Southern Methodist University Law School and has an undergraduate degree in Public Administration from the University of Missouri. From 1983 to 1995 he was the Commissioner of Securities for the State of Missouri, having previously served as its Chief of Enforcement for two years. He was an Assistant Attorney General in the Consumer Protection Division of the Missouri Attorney General’s Office. He also served on the Board of Directors of the North American Securities Administrators Associations for five years and as its President in 1991. Mr. Perkins was the first Chairman of SRD Inc. and was a Board member of that organization for two years. In 1989 he received his first “Blue Sky Cube,” the highest honor bestowed by the North American Securities Administrators Association. In 1991, he became the first person to receive a second “Blue Sky Cube.” Mr. Perkins’s significant experience in Securities Regulation make him a strong addition to the Board."

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR PRESENTED IN PROPOSAL 1.

CORPORATE GOVERNANCE

Board Leadership Structure

    Midwest does not have a formal policy regarding the separation of its Chairman and PresidentCEO (principal executive officer) positions. The role of Chairman and thatthose of PresidentVice Chairman and CEO currently are held separately. Rick Meyer serves as Chairman, while Travis Meyer serves as President.Vice Chairman and Mark Oliver serves as CEO. The Board of Directors believes that Midwest’s current leadership structure is appropriate, given the size of the Company and the Board, and achieves important objectives for the Company. Travis MeyerMr. Oliver is positioned to focus his energies on implementing Midwest’s business strategy and administering its day-to-day affairs. Rick Meyer is positioned to draw on his relationships with other Board members and his experience within the industry to effectively discharge the duties of Chairman, while also serving as a resource to Travis Meyer.Meyer can provide management with his expertise in Marketing.

Board’s Role in Risk Oversight

    The Board of Directors as a whole has responsibility for risk oversight. The oversight responsibility of the Board is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks. This reporting is designed to focus on areas that include strategic, operational, financial and reporting, compensation, compliance and other risks. For example, the Board of Directors regularly receives reports regarding the investments and securities held by Midwest’s insurance subsidiary, American Life, as well as other reports regarding American Life’sLife's insurance business.

Director Independence

    Presently, we are not required to comply with the director independence requirements of any securities exchange. In determining whether our directors are independent, however, we intend to comply with the rules of the New York Stock Exchange Alternext Exchange (the “AMEX”). The AMEX listing standards define an “independent director” generally as a person, other than an officer of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment.

    The AMEX listing requirements state that a majority of a company’s board of directors must be independent. Presently, our Board of Directors includes fivefour independent directors, namely Jim Ballard, Douglas R. Clark, John C. (“Jack”) Osborne,Jack Theeler, John R. Perkins and Milton Tenopir. These fivefour independent directors constitute a majorityone-half of the Board of Directors. The same will be true following the election of the proposed slate as Jack Theeler, a Director Nominee, is also independent.slate.

Board Meetings and Committees; Annual Meeting Attendance

    During 2011,2012, three meetings of the Board of Directors were held. All members of the Board of Directors attended at least 75% of these meetings, other than John C. Osborne and Douglas R. Clark.Mark Oliver. Mr. Osborne and Mr. ClarkOliver attended two of the three meetings of the Board of Directors held in 2011. Midwest encourages the members of2012. Mr. Osborne resigned from the Board of Directors to attend our Annual Meeting of Shareholders, and all of our directors attended the 2011 Annual Meeting of Shareholders.on April 5, 2013 citing business reasons.

    Because Midwest is not listed on any securities exchange, it is not subject to any listing requirements mandating the establishment of any particular committees. As a result, the Board of Directors does not presently have any standing committees. All functions of a Nominating Committee, Audit Committee and Compensation Committee are performed by our Board of Directors as a whole.

Audit Committee

    Due to the size and structure of Midwest and its Board of Directors, and due to the fact that Midwest only recently registered its Common Stock with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board does not have a standing Audit Committee. As a result, it does not have an Audit Committee charter. The functions that would be performed by the Audit Committee have been performed by the entire Board of Directors. The Board views its duties as an Audit Committee as follows: (i) review recommendations of independent registered accountants concerning Midwest’s accounting principles, internal controls and accounting procedures and practices; (ii) review the scope of the annual audit; (iii) approve or disapprove each professional service or type of service other than standard auditing services to be provided by the independent registered public accountants; and (iv) review and discuss with the independent registered public accountants the audited financial statements.

     After the election of directors at the Annual Meeting, it is expected that the Board of Directors will establish an Audit Committee. This Audit Committee will then adopt an appropriate charter and pre-approval policies and procedures in connection with services to be rendered by Midwest’s independent registered public accountants.

REPORT OF THE BOARD OF DIRECTORS

Nominating Committee and Selection of Director Candidates

    Due to the size and structure of Midwest and its Board of Directors, and due to the fact that Midwest only recently registered its Common Stock with the SEC pursuant to the Exchange Act, the Board does not have a standing Nominating Committee. It also does not have a charter regarding the nominating process. The functions that would be performed by the Nominating Committee have been performed by the entire Board of Directors. After the election of directors at the Annual Meeting, it is expected that the Board of Directors will establish a Nominating Committee. This Nominating Committee will then adopt an appropriate charter.

    Shareholders who wish to recommend nominees for consideration by the Board of Directors or Nominating Committee (when established) must submit their nominations in writing to Midwest’s Chairman. Submissions must include sufficient biographical information concerning the recommended individual for the Board of Directors or Nominating Committee to consider, including age, five-year employment history with employer names and a description of the employer’s business, whether such individual can read and comprehend basic financial statements, and other board memberships (if any) held by the recommended individual. The submission must be accompanied by a written consent of the individual to stand for election if nominated by the Board of Directors or Nominating Committee and to serve if elected by the shareholders. The Board of Directors or Nominating Committee may consider such shareholder recommendations when it evaluates and recommends nominees to the Board of Directors for submission to the shareholders at each Annual Meeting.

    In addition, shareholders may nominate directors for election without consideration by the Board of Directors or Nominating Committee. Any shareholder of record may nominate an individual by following the procedures and deadlines set forth in the “Proposals for 20132014 Annual Meeting of Shareholders” section of this proxy statement and by complying with the provisions of Midwest’s Bylaws.

Compensation Committee

    Due to the size and structure of Midwest and its Board of Directors, and due to the fact that Midwest only recently registered its Common Stock with the SEC pursuant to the Exchange Act, the Board does not currently have a standing Compensation Committee. As a result, it does not have a Compensation Committee charter. The functions that would be performed by the Compensation Committee have been performed by the entire Board of Directors. After the election of directors at the Annual Meeting, it is expected that the Board of Directors will establish a Compensation Committee. This Compensation Committee will then adopt an appropriate charter.

Compensation Committee Interlocks and Insider Participation

    At the present time, all functions of a Compensation Committee are performed by our Board of Directors as a whole. Travis Meyer, Rick D. Meyer and Mark A. Oliver are members of our Board of Directors who also are executive officers and employees of Midwest. Directors who also serve as officers of Midwest do not participate in any deliberations of the Board of Directors concerning executive officer compensation. The Board intends to form a Compensation Committee following the Annual Meeting.

    Rick D. Meyer, our Chairman and a member of our Board of Directors, also serves as a member of the Boards of Directors of Northstar, First Wyoming, Mountain States, Rocky Mountain, Great Plains and Pacific Northwest, which Boards of Directors perform the functions of a Compensation Committee for these companies. Rick D. Meyer is Chairman and Chief Executive Officer of Northstar, Chairman of Rocky Mountain, andFirst Wyoming, Great Plains, Co-Chairman of Pacific Northwest.Northwest, and Executive VP of Mountain States. Mark A. Oliver, our Secretary/CEO/Treasurer and a member of our Board of Directors, also serves as a member of the Boards of Directors of Northstar, Rocky Mountain, Great Plains, First Wyoming, Mountain States and Pacific Northwest. Mr. Oliver is the President, Chief Operating Officer,COO, Treasurer and Chief Financial OfficerCFO of Northstar, the Secretary/Treasurer of Rocky Mountain, the Executive Vice PresidentCEO and Chief Financial OfficerCFO of Great Plains, CEO,CFO, and treasurer of First Wyoming, Chairman and CEO of Mountain States and the Treasurer of Pacific Northwest. Les Meyer, a member of our Board of Directors, also serves as a member of the Board of Directors of Rocky Mountain and First Wyoming. Les Meyer is the President and Chief Executive OfficerCEO of Rocky Mountain and the Secretary and a Board member of First Wyoming. Milton Tenopir, a member of our Board of Directors, also serves as a member of the Board of Directors of Northstar and Great Plains. John C. Osborne,Jack Theeler, a member of our Board of Directors, also serves as a member of the Board of Directors of Great Plains. John R. Perkins, a member of our Board of Directors, also serves as a member of the Board of Directors of Rocky Mountain, Mountain States and First Wyoming. Mr. Perkins is also the COO of First Wyoming and the Compliance Director of Mountain States.

    Additional information concerning transactions between us and entities affiliated with members of our Board of Directors is included in “Certain Relationships and Related Transactions” below.

Section 16(a) Beneficial Ownership Reporting Compliance

    Executive officers, directors and “beneficial owners” of more than ten percent of Midwest’s Common Stock must file initial reports of ownership and changes in ownership with the SEC under Section 16(a) of the Exchange Act. SEC regulations require these reporting persons to furnish us with copies of all Forms 3, 4 and 5, and amendments thereto, that they file with the SEC. Based solely on our review of the copies of such forms furnished to Midwest, or representations that no forms were required, we believe that during 20112012 and through the date of this filing all of our officers, directors and greater than ten percent beneficial owners complied with all filing requirements of Section 16(a) of the Exchange Act.

Code of Ethics

    Midwest has adopted a Code of Ethics that applies to our officers, directors and employees in accordance with applicable federal securities laws. A copy of the Code of Ethics was filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ended December 31, 2011.2012. These documents may be reviewed by accessing Midwest’s public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request. Midwest intends to disclose any amendments to or waivers of certain provisions of the Code of Ethics in a Current Report on Form 8-K8-K.

Shareholder Communications with the Board of Directors

    Shareholders may contact an individual director, the Board of Directors as a group or the independent directors as a group by writing to: Board of Directors or Directors, c/o Corporate Secretary, Midwest Holding Inc., 8101 “O” Street, Suite S111, Lincoln, Nebraska 68510. The communication should specify the applicable addressee(s) to be contacted as well as the address and telephone number of the person submitting the communication. The Board of Directors has instructed the Company’s Secretary to review all communications to the Board and to only distribute if appropriate to the duties and responsibilities of the Board. The Board of Directors has instructed the Company’s Secretary not to forward communications that he determines to be primarily commercial in nature, that relate to an improper or irrelevant topic or that request general information about Midwest. Communications regarding accounting, internal accounting controls or auditing matters may also be reported to the Board of Directors using the above address.

EXECUTIVE COMPENSATION

Summary Compensation

    The following table sets forth the compensation paid or accrued by us to our current President, our current Chairman and our current Treasurer. None of our other officers had compensation that exceeded $100,000 for the last completed fiscal year.

SUMMARY COMPENSATION TABLE⁽¹⁾

⁽¹⁾ In 2010 and 2011, none of the named executive officers received stock awards, option awards, non-equity incentive plan compensation or non-qualified deferred compensation earnings as defined in Item 402 of Regulation S-K.

⁽²⁾ We are a party to a general agency agreement with Great American Marketing, Inc., a corporation owned by Travis Meyer (“Great American Marketing”). “All Other Compensation” consists of amountspaid to Great American Marketing in 2011 and 2010 pursuant to this general agency agreement, under which Great American Marketing is required to pay for recruiting, conventions, contests, prizes, awards and training. See “Certain Relationships and Related Transactions” below for additional information.

⁽³⁾ In 2010 and part of 2011, we were party to a Consulting and Advisory Agreement with Bison Capital Corp. (“Bison Capital”), a corporation owned by Rick Meyer and his wife, Susan Meyer. While the Consulting and Advisory Agreement was in effect, Mr. Meyer was not an employee of Midwest. The Consulting and Advisory Agreement was terminated in December 2011, at which point Mr. Meyer became an employee of Midwest. “All Other Compensation” in 2011 consists of (i) $206,351 paid to Bison Capital in 2011 pursuant to the Consulting and Advisory Agreement, and (ii) $2,200 in cash directors’ fees paid to Mr. Meyer. “All Other Compensation” in 2010 consists of (i) $332,215 paid to Bison Capital in 2010 pursuant to the Consulting and Advisory Agreement, and (ii) $3,925 in cash directors’ fees paid to Mr. Meyer. See “Certain Relationships and Related Transactions” below for additional information.

Outstanding Equity Awards at Fiscal Year End

    We have not established any equity compensation plans or granted any equity awards under such plans to our named executive officers. As a result, none of our named executive officers had any unexercised options, unvested stock or equity incentive plan awards outstanding as of the end of our last completed fiscal year.

    Our Board of Directors approved the issuance to Mark Oliver of 40,000 shares of voting common stock on March 7, 2010. The shares were issued for $1.15 per share, which was the approximate fairbook value of the shares as of the date of issuance.December 31, 2009. The purchase price was paid by Mr. Oliver through delivery of a five-year promissory note secured by a pledge of the shares purchased, which is being forgiven over the term of the note.purchased.

Employment Agreements

    We have entered into an Employment Agreement with Rick Meyer, our Chairman. This Employment Agreement was effective on December 1, 2011 and is for a three year term, subject to termination upon notice. On each anniversary, the Board may extend the agreement for an additional year. The Board extended said agreement in 2012. Pursuant to this Employment Agreement, Mr. Meyer is entitled to receive:

• an annuala base salary of $201,571 with an annual 5% cost of living increase, which amount may be adjusted by our Board of Directors in subsequent years;
  

• fringe benefits provided by us to our employees in the normal course of business, including insurance coverage;

  
  

• a car allowance of $1,000.00 per month; and

  
  

• reimbursement for reasonable and necessary business expenses.

    We also have entered into Employment Agreements with Travis Meyer, our President,Vice-Chairman, and Mark Oliver, our Secretary/Treasurer and the Chief Executive Officer of American Life.CEO/Treasurer. Each of these Employment Agreements waswere effective on June 8, 2011 and is for a three year term, subject to termination upon notice. On each anniversary, the Board may extend the agreements for an additional year. The Board extended said agreements in 2012. Pursuant to these Employment Agreements, each of Mr. Meyer and Mr. Oliver is entitled to receive:

• an annuala base salary of $150,000$156,000 with an annual 5%4% cost of living increase, which amount may be adjusted by our Board of Directors in subsequent years;
  

• fringe benefits provided by us to our employees in the normal course of business, including insurance coverage;

  
  

• car allowancesallowance of $1,000.00 per month; and

  
  

• reimbursement for reasonable and necessary business expenses.

    If we terminate Rick Meyer, Travis Meyer or Mark Oliver without cause as defined in the applicable Employment Agreement, we will be required to pay such person his base salary and provide certain benefits for the duration of the remaining term of the Employment Agreement or 6 months, whichever is greater. This payment would be made in exchange for an agreement not to engage in certain competitive activities during that period.

    In addition to the compensation payable to Mr. Oliver under his Employment Agreement, our Board of Directors approved the issuance to Mr. Oliver of 40,000 shares of voting common stock on March 1, 2010. The shares were issued for $1.15 per share, which was the fairbook value of the shares as of the date of issuance.December 31, 2009. The purchase price was paid by Mr. Oliver through delivery of a five-year promissory note secured by a pledge of the shares purchased.

Director Compensation

    Directors who are not employees currently receive an annual fee of $1,000, plus $500 for each meeting of the Board of Directors they attend in person.attend. Directors also are reimbursed for certain expenses related to their attendance at meetings. Directors do not receive any payment for telephonic meetings. In addition, Douglas R. Clark, who served as our non-employee Chairman until June 2011, received an annual fee of $50,000 while he served in that position.

    The following table sets forth the compensation paid or accrued by us to our directors, other than directors who are also named executive officers, for the last completed fiscal year.

DIRECTOR COMPENSATION⁽¹⁾

⁽¹⁾ In 2011, none of the directors received stock awards, option awards, non-equity incentive plan compensation or non-qualified deferred compensation earnings as defined in Item 402 of Regulation S-K.

⁽²⁾ Douglas R. Clark served as the non-employee Chairman of our Board of Directors until June 2011 and received a pro rata portion of the $50,000 annual fee in 2011 as described above.

    (3)The Company paid Mr. Tenopir a consulting fee of $2,000 per month to assist in marketing beginning in December 2009.

RELATIONSHIPS WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Principal Accountant Fees and Services

    The principal registered public accounting firm utilized by Midwest during 20112012 was McGladrey & Pullen, LLP (“McGladrey”). McGladrey has served as our independent registered public accounting firm since December 3, 2009. A representative of McGladrey is expected to be present at the Annual Meeting and to be available to respond to appropriate questions. McGladrey’s representative will have an opportunity to make a statement at the Annual Meeting should he or she desire to do so. Prior to December 3, 2009, our auditor was Dana F. Cole & Company, LLP (“Dana Cole”), as described below.

    The aggregate fees billed by McGladrey and Dana Cole for the fiscal years ended December 31, 20112012 and 20102011 are as follows:

Pre-Approval Policy for Audit and Non-Audit Services

    Midwest does not have a standing Audit Committee at the present time, and the full Board of Directors has responsibility for the approval of all audit and non-audit services before Midwest engages an independent registered public accounting firm. All of the services rendered to Midwest by its independent registered public accounting firm for the fiscal years ended December 31, 20112012 and 20102011 were pre-approved by the Board of Directors before the engagement of the independent registered public accounting firm for such services.

    Midwest does not have written pre-approval policies or procedures for future engagements of Midwest’s accountants. However, in accordance with the rules and regulations of the SEC relating to the independence of auditors, the Board of Directors approves each service to be rendered by the auditors and prohibits the delegation of any pre-approval responsibilities to Midwest’s management. On an annual basis, the Board of Directors approves all audit, audit-related and non-audit services proposed to be rendered by Midwest’s independent registered public accounting firm for the fiscal year, as specifically described in the firm’s engagement letter. All additional engagements of the independent registered public accounting firm that were not approved in the annual pre-approval process, and all engagements that are anticipated to exceed previously approved thresholds, are presented by the President or Treasurer of Midwest to the Board of Directors for pre-approval on a case-by-case basis before management engages the independent registered public accounting firm for any such purpose.

    No audit-related, tax or other non-audit services were approved by the Board of Directors pursuant to the de minimis exception to the pre-approval requirements under Rule 2-01(c)(7)(i)(C) of Regulation S-X during the fiscal year ended December 31, 2011.2012.

Change in Principal Accountant

    On December 3, 2009, Midwest dismissed Dana Cole as its auditor. At that time, Midwest anticipated that it would be required to register its Common Stock pursuant to Section 12(g) of the Exchange Act and the rules and regulations thereunder. Dana Cole was not registered with the Public Company Accounting Oversight Board and could not audit Midwest’s financial statements for the purposes of including them in Midwest’s Form 10 registration statement or periodic reports required under the Exchange Act. Thus, Dana Cole was not engaged to audit Midwest’s financial statements for the year ended December 31, 2009, even though it had audited Midwest’s financial statements in prior years. Midwest’s Board of Directors approved the dismissal of Dana Cole. None of the prior reports of Dana Cole on Midwest’s financial statements included an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. Midwest did not have any disagreements with Dana Cole regarding any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

    TheBoard of Directors has appointed McGladrey to serve as Midwest’s independent auditors for 2012.2013. McGladrey also served as Midwest’s independent auditors in 2011.2012. At the Annual Meeting, the shareholders are being asked to ratify the appointment of McGladrey as Midwest’s independent auditors for 2012.2013. Approval by the shareholders of the appointment of Midwest’s independent auditors is not required by law or by Midwest’s organizational documents, but the Board of Directors is submitting this matter to the shareholders for ratification as a corporate governance practice. Ultimately, the Board of Directors retains full discretion and will make all determinations with respect to the appointment and retention of the independent auditors.

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF MCGLADREY & PULLEN, LLP AS THE COMPANY’S INDEPENDENT AUDITORS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of the Record Date, regarding the number and percentage of outstanding shares of Common Stock of Midwest beneficially owned by each person known by Midwest to beneficially own more than 5% of such stock, by each of our directors, executive officers and director nominee, and by all of our directors and executive officers as a group.

    * Less than one percent.

⁽¹⁾ Unless otherwise indicated, the business address of the persons named in the above table is care of Midwest Holding Inc., 8101 “O” Street, Suite S111, Lincoln, NE 68510.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

In September 2009, we entered into a Consulting and Advisory Agreement with Bison Capital, a corporation owned by Rick Meyer and his wife, Susan Meyer.wife. Rick Meyer is a member of our Board of Directors, our former Chief Executive Officer and our current Chairman. Under the Consulting and Advisory Agreement, we agreed to pay Bison Capital $190,000 per year for a period of four years. In exchange, Bison Capital agreed to provide us with certain services, including assistance with strategic planning, implementation of capital-raising strategies, product development, market research and public relations. In addition to the consulting fee, we agreed to reimburse Bison Capital for reasonable and necessary business expenses. The Consulting and Advisory Agreement was terminated in December 2011. During the years ended December 31, 20112012 and December 31, 2010,2011, we paid Bison Capital $206,351$0 and $332,215,$206,351, respectively, under the terms of the Consulting and Advisory Agreement. The Consulting and Advisory Agreement was terminated in December 2011.

    In September 2009, we entered into a general agency agreement with Great American Marketing, a corporation ownedcontrolled by Travis Meyer. Travis Meyer is our President and a member of our Board of Directors. Under the agreement, Great American Marketing iswas responsible for training, recruiting and oversight of American Life marketing associates, including assuming responsibility for conventions, contests, prizes and awards. This agreement was approved by the Board of Directors and the Nebraska Insurance Department. In exchange, Great American Marketing receivesreceived an override on all first-year premiums written. Great American Marketing hashad no underwriting or claims management authority. During the years ended December 31, 20112012 and December 31, 2010,2011, we paid Great American Marketing $455,442$49,327 and $355,972,$455,442, respectively, under the terms of the agency agreement. The general agency agreement was terminated in October, 2011.

Certain Relationships and Affiliations with Similar Businesses; Potential Conflicts of Interest

    Midwest and certain of its directors and officers have current or past relationships and affiliations with businesses that operate, or once operated, in the life insurance industry and that have conducted public and private stock offerings in connection with their operations. Additional information on these relationships and affiliations, organized by company, is as follows:

• Security Capital.In 2005, we acquired 1,410,000 shares of common stock of Security Capital Corporation (“Security Capital”), an Arkansas corporation formerly known as Arkansas Security Capital Corporation, for $141,000. At the time, our shares constituted approximately 47.0% of the outstanding common stock of Security Capital. In 2010 and 2011, we acquired 647,000 additional shares bringing our ownership to approximately 60.2%. During the third quarter of 2011, we began consolidating Security Capital on our financial statements. Currently, management is evaluating the future of Security Capital.

  Rocky Mountain.In April 2010, we acquired 340,000 shares of common stock of Rocky Mountain Capital Corporation, a Colorado corporation (“Rocky Mountain”), a development stage company seeking to form a Colorado domiciled life insurance company, for $34,000. As of March 31, 2013, our ownership constituted approximately 10.5% of the issued and outstanding common stock of Rocky Mountain. In addition, Les Meyer, a member of our Board of Directors, is President, Chief Executive Officer and a member of the Board of Directors of Rocky Mountain. Les Meyer owns 352,000 shares of common stock of Rocky Mountain or approximately 11.2% of its outstanding common stock. Rick Meyer, Chairman of our Board of Directors, is Chairman and a member of the Board of Directors of Rocky Mountain. Rick Meyer owns 130,000 shares of common stock of Rocky Mountain, or approximately 4.1% of its outstanding common stock. Mark A. Oliver, our Chief Executive Officer and a member of our Board of Directors, is Secretary/Treasurer and a member of the Board of Directors of Rocky Mountain. Mr. Oliver owns 120,000 shares of common stock of Rocky Mountain, or approximately 3.8% of its outstanding common stock. John R. Perkins, a member of our Board of Directors, is a member of the Board of Directors of Rocky Mountain and owns 40,000 shares of common stock, or approximately 1.3% of its outstanding common stock. Travis Meyer, our Vice-Chairman and a member of our Board of Directors, owns 130,000 shares of common stock of Rocky Mountain. Our present and former directors and executive officers also own 60,000 shares of common stock, or approximately 1.9% of its outstanding common stock. As of March 31, 2013, Rocky Mountain is a development stage company.

  
  
  
  

  Northstar.In April 2010, we acquired 600,000 shares of non-voting common stock of Northstar Financial Corp. (“Northstar”) for $60,000. The non-voting stock converted to voting stock on June 30, 2012. As of March 31, 2013, our ownership constituted approximately 18.1% of the issued and outstanding common stock of Northstar. Northstar was incorporated in Minnesota in April 2010 withfor the purpose of organizing, owning and operating a life insurance subsidiary in that state and becoming an insurance holding company. We invested approximately $60,000 in the organizational financing of Northstar in exchange for 600,000 shares of non-voting capital stock. As of December 31, 2011, our ownership constitutes approximately 19.6% of all issued and outstanding capital stock of Northstar. In addition,state. Rick Meyer, Chairman of our Board of Directors, is Chairman, Chief Executive Officer and a member of the original Board of Directors of Northstar. Rick Meyer owns 200,000 shares of Northstar’sNorthstar's voting capitalcommon stock, or 6.1% of its outstanding common stock. Mark A. Oliver, our Secretary/TreasurerChief Executive Officer and a member of our Board of Directors, is President, Chief Operating Officer, Treasurer, Chief Financial Officer and a member of the original Board of Directors of Northstar. Mr. Oliver owns 140,000 shares of non-voting capitalvoting common stock of Northstar.Northstar, or 4.3% of its outstanding common stock. Travis Meyer, our PresidentVice-Chairman and a member of our Board of Directors, owns 150,000146,000 shares of non-voting capitalvoting common stock, or 4.5% of its outstanding common stock. Milton Tenopir, a member of our Board of Directors, is a member of the Board of Directors of Northstar and owns 50,000 shares of voting capitalcommon stock, or 1.5% of its outstanding common stock. Other former and present board members of our presentMidwest and former directorsexecutive officers of Midwest also own capital50,000 shares of common stock of Northstar.Northstar, or 1.5% of its outstanding common stock. As of DecemberMarch 31, 2011,2013, Northstar iswas a development stage companycompany.

  Hot Dot.In August 2011, we acquired 2,500,000 shares of common stock of Hot Dot, Inc., a Nebraska corporation (“Hot Dot”), for $50,000. Hot Dot was organized to develop, manufacture, and market the Hot Dot Alert Patch, an adhesive-backed patch that is used to detect increases in body temperature that pose a risk of heat exhaustion or heat stroke. In September 2012, Hot Dot repurchased 1,000,000 of our common shares for $750,000. As of March 31, 2013, our ownership constituted approximately 13.3% of the issued and outstanding common stock of Hot Dot. In addition, Rick Meyer, Chairman of our Board of Directors, is Chairman and a member of the Board of Directors of Hot Dot. Rick Meyer owns 300,000 shares of voting common stock of Hot Dot, or 2.9% of its outstanding common stock. Mark A. Oliver, our Chief Executive Officer and a member of our Board of Directors, is Treasurer and a member of the Board of Directors of Hot Dot, and he owns 300,000 shares of common stock of Hot Dot, or 2.9% of its outstanding common stock. Travis Meyer, our Vice-Chairman and a member of our Board of Directors, is a member of the Board of Directors of Hot Dot. Travis Meyer owns 300,000 shares of common stock of Hot Dot, or 2.9% of its outstanding common stock. Todd C. Boeve, our Vice President, Agency & Corporate Secretary and a member of the Board of Directors of Hot Dot. Mr. Boeve owns 50,000 shares of common stock, or 0.5% of the outstanding common stock of Hot Dot. Several other of our current and past board members and executive officers own 220,000 shares of common stock of Hot Dot or 2.1% of the outstanding common stock of Hot Dot.

  Pacific Northwest.In September 2011, we acquired 600,000 shares of non-voting common stock of Pacific Northwest Capital Corp., an Idaho corporation (“Pacific Northwest”), for $60,000. Our ownership constitutes approximately 17.2% of the outstanding common stock of Pacific Northwest as of March 31, 2013. Pacific Northwest was incorporated in Idaho in October 2010 for the purpose of organizing a life insurance subsidiary in that state and becoming an insurance holding company. In addition, Travis Meyer, our Vice-Chairman and a member of our Board of Directors, is President, Chief Executive Officer, Co-Chairman and a member of the Board of Directors of Pacific Northwest. Travis Meyer owns 200,000 shares of non-voting common stock of Pacific Northwest, or 5.9% of its outstanding common stock. Rick Meyer, Chairman of our Board of Directors, is Co-Chairman and a member of the Board of Directors of Pacific Northwest. Rick Meyer owns 200,000 shares of common stock, or 5.9% of the outstanding common stock of Pacific Northwest. Mark A. Oliver, our Chief Executive Officer and a member of our Board of Directors, is Treasurer and a member of the Board of Directors of Pacific Northwest. Mr. Oliver owns 200,000 shares of non-voting common stock of Pacific Northwest, or 5.9% of its outstanding common stock. Todd C. Boeve, our Vice President, Agency & Corporate Secretary and a member of the Board of Directors of Pacific Northwest. Mr. Boeve owns 50,000 shares of common stock of Pacific Northwest, or 1.5% of its outstanding common stock. Several other of our current and past board members and executive officers own 145,000 shares of common stock of Pacific Northwest or 4.2% of the outstanding common stock of Pacific Northwest.

  Mountain States.In June, 2012, we acquired 300,000 shares of common stock of Mountain States Capital Corporation, a New Mexico corporation (“Mountain States”), for $30,000. Mountain States has not conducted operations apart from raising capital throughoperated under the name of Enchantment Capital Corporation. Great Plains also owns 200,000 shares of Mountain States common stock. Our ownership when combined with Great Plains, constitutes approximately 12.4% of the issued and outstanding common stock of Mountain States as of March 31, 2013. In addition, Travis Meyer, our Vice-Chairman and a $1.0 million private placementmember of securities. It commencedour Board of Directors, is Vice Chairman and a $10 million intrastate offering in May 2011.member of the Board of Directors of Mountain States. Travis Meyer owns 200,000 shares of common stock of Mountain States, or 6.1% of its outstanding common stock. Rick Meyer, Chairman of our Board of Directors, is Vice President and a member of the Board of Directors of Mountain States. Rick Meyer owns 200,000 shares of common stock of Mountain States, or 6.1% of its outstanding common stock. Mark A. Oliver, our Chief Executive Officer and a member of our Board of Directors, is Chief Executive Officer and Chairman of the Board and a member of the Board of Directors of Mountain States. Mr. Oliver owns 200,000 shares of common stock of Mountain States, or 6.1% of its outstanding common stock. Todd C. Boeve, our Vice President, Agency & Corporate Secretary, and a member of the Board of Directors of Mountain States. Mr. Boeve owns 75,000 shares of common stock, or 2.3% of the outstanding common stock of Mountain States. John R. Perkins, a member of our Board of Directors, is the Compliance Officer of Mountain States. Several other of our current and past board members and executive officers own 230,000 shares of common stock of Mountain States or 7.0% of the outstanding common stock of Mountain States.

• 
  
  
  

  First Wyoming. In July 2009, we acquired 350,000 shares of common stock of First Wyoming Capital Corporation (“First Wyoming”), a development stage insurance holding company formed under Wyoming law, for $35,000 and funding of $20,000 of pre-incorporation expenses. First Wyoming was incorporated in Wyoming in July 2009 for the purpose of organizing a life insurance subsidiary in that state and becoming an insurance holding company. We have invested $117,500First Wyoming's life insurance subsidiary received its Certificate of Authority to operate in the financing of First Wyoming in exchange for 350,000 shares of capital stock.on July 1, 2011. John Perkins, our former Secretary and compliance officer and a current member of our Board of Directors, serves as Chief Operating Officer of First Wyoming. John Perkins owns 89,000 shares of common stock of First Wyoming, or 2.1% of its outstanding common stock. Mark A. Oliver, our Chief Executive Officer and a member of theour Board of Directors, serves as a member of First Wyoming.Wyoming’s Board of Directors and as its Chief Executive Officer. Rick Meyer, Chairman and a member of our Board of Directors, serves as a member of First Wyoming’s Board of Directors and its Chairman. Les Meyer, a member of our Board of Directors, serves as a member of theFirst Wyoming’s Board of Directors. Les Meyer owns 1,000 shares of common stock of First Wyoming, or less than 0.1% of its outstanding common stock. First Wyoming raised approximately $10 million in an intra-state offering in 2010-2011 and received its certificate of authority for its insurance subsidiary in July 2011. During the second quarter of 2012, we obtained control of First Wyoming by replacing First Wyoming’s top executive management positions and all of its board of director seats with employees, directors and affiliates of Midwest. In September and October, 2012, we acquired an additional 546,500 shares of First Wyoming at $1.10 per share, bringing our total ownership percentage in First Wyoming to 22.6% as of March 31, 2013. As a result of obtaining control of First Wyoming, we changed our method of carrying the investment in First Wyoming from cost to equity as required by generally accepted accounting principles.

  Great American Marketing, Inc.,Plains.As of December 31, 2012 we had acquired 984,950 shares of common stock of Great Plains Financial Corporation, a South Dakota corporation (“Great Plains”) representing 24.5% of the outstanding shares. Great Plains owns 100% of a life insurance subsidiary licensed to do business in South Dakota. During the first quarter of 2013, we purchased additional shares of Great Plains bringing our ownership to 25.7%. As a result of the increased ownership of Great Plains, we changed our method of carrying the investment from cost to equity as required by generally accepted accounting principles. During the third quarter of 2012, the Company began providing TPA services to Great Plains and Great Plains’ wholly owned by Travis Meyer,life insurance subsidiary. At the end of the third quarter of 2012, Mark Oliver, our President Chief Executive Officerand a member of our Board of Directors, had a consulting agreement with First Wyoming that terminated on June 30, 2010. He owns 25,000 shares of capital stock of First Wyoming. Rick Meyer, our Chairman, also owns 25,000 shares of the capital stock of First Wyoming. Mark Oliver servedwas assigned to serve as Treasurer and a member of the Board of Directors ofFirst Wyoming from July 2009 to October 2011. He currently serves as a consultant to First Wyoming. First Wyoming has raised approximately $8.8 million of an anticipated $10 million offering and received its certificate of authority in July 2011.

• Rocky Mountain.Rocky Mountain was incorporated in Colorado in March 2010 with the purpose of organizing a life insurance subsidiary in that state and becoming an insurance holding company. We invested approximately $34,000 in the organizational financing of Rocky Mountain in exchange for 340,000 shares of capital stock. In addition, Les Meyer, a member of our Board of Directors, is President, Chief Executive Officer and a member of the original Board of Directors of Rocky Mountain. Les Meyer owns 352,000 shares of capital stock of Rocky Mountain. Rick Meyer,Chairman of our Board of Directors, is Chairman and a member of the original Board of Directors of Rocky Mountain. Rick Meyer owns 130,000 shares of capital stock of Rocky Mountain. Mark A. Oliver, our Treasurer and a member of our Board of Directors, is Secretary/Treasurer and a member of the original Board of Directors of Rocky Mountain. Mr. Oliver owns 130,000 shares of capital stock of Rocky Mountain. John R. Perkins, a member of our Board of Directors, is a member of the original Board of Directors of Rocky Mountain and owns 140,000 shares of capital stock. Travis Meyer, our President and a member of our Board of Directors, owns 130,000 shares of capital stock of Rocky Mountain. Other of our present and former directors also own capital stock of Rocky Mountain. As of December 31, 2011, Rocky Mountain is a development stage company that has not conducted operations apart from commencing a $1.0 million private placement of securities. It commenced a $7.5 million public intrastate offering in May, 2011.

• Great Plains.Great Plains was incorporated in South Dakota in January 2007. Great Plains has raised over $7.5 million through private placements of stock and a registered public offering in South Dakota and established a regulated life insurance subsidiary in that state. We have invested $828,850 in the financing of Great Plains in exchange for 814,000 shares of capital stock. Subsequent to December 31,2011, we purchased an additional 375,000 shares for $731,250. Scott Engebritson, a former officer and Board member of the Company, serves as Chairman of the Board and PresidentCEO of Great Plains. In June 2011, Jack Osborne, Milt Tenopir, Travis Meyer, Mark Oliver and Rick Meyer were elected to the Great Plains Board of Directors. Mr. Oliver alsoRick Meyer serves as CFOChairman of Great Plains. Mr. Meyer owns 15,676 shares of common stock of Great Plains, or 0.4% of its outstanding common stock. Mark A. Oliver is Chief Executive Officer of Great Plains and its insurance subsidiary as well as a director of thelife insurance subsidiary.

• Pacific Northwest.Pacific Northwest was incorporated in Idaho in October 2010 with the purpose of organizing a life insurance subsidiary in that state and becoming an insurance holding company. We invested approximately $60,000 in the organizational financing of Pacific Northwest in exchange for 600,000 Mr. Oliver owns 11 shares of non-voting capitalcommon stock of Great Plains, or less than 0.1% of its outstanding common stock. In addition, Travis Meyer, our President and a member of our Board of Directors, is President, Chief Executive Officer, Co-Chairman and a member of the original Board of Directors of Pacific Northwest. Travis Meyer owns 200,00011 shares of non-voting capitalcommon stock of Pacific Northwest. Rick Meyer, ChairmanGreat Plains, or less than 0.1% of its outstanding common stock. Several other of our Boardcurrent and past board members and executive officers own 52,522 shares of Directors, is Co-Chairman and a membercommon stock of Great Plains or 1.3% of the original Board of Directors of Pacific Northwest. Rick Meyer owns 200,000 shares of capitaloutstanding common stock of Pacific Northwest. Mark A. Oliver, our Treasurer and a member of our Board of Directors, is Treasurer and a member of the original Board of Directors of Pacific Northwest. Mr. Oliver owns 200,000 shares of non-voting capital stock of Pacific Northwest. Todd C. Boeve, an employee of ours, is Secretary and a member of the original Board of Directors of Pacific Northwest.Mr. Boeve owns 50,000 shares of capital stock of Pacific Northwest.Great Plains.

These past and present relationships with similar businesses could result in a potential conflict of interest should we decide to offer life insurance products in any of the states in which these other companies do business to the extent that a relationship with the other companies is on-going. In addition, a potential conflict of interest could arise if any of those companies chose to do business in Nebraska to the extent that a relationship with the other companies is on-going. For that reason, any decision relating to such business will be made by the disinterested members of the Board of Directors and any member of the Board having an interest in another company will recuse himself or herself from voting or discussing the matter.

PROPOSALS FOR 20132014 ANNUAL MEETING OF SHAREHOLDERS

    To be eligible for inclusion in Midwest’s proxy materials for the 20132014 Annual Meeting of Shareholders, shareholder proposals intended to be presented at that meeting must be in writing and received by Midwest at its principal executive office on or before December 31, 2012.2013. However, if the date of the 20132014 Annual Meeting is more than thirty days before or after June 12, 2013,2014, then the deadline for submitting and such shareholder proposal for inclusion in the proxy materials relating to the 20132014 Annual Meeting of Shareholders will be a reasonable time before we begin to print or mail such proxy materials. The inclusion of any such shareholder proposals in such proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, including Rule 14a-18.

    Midwest must receive in writing any shareholder proposals to be considered at the 20132014 Annual Meeting of Shareholders, but not included in Midwest’s proxy materials relating to that meeting pursuant to Rule 14a-8 under the Exchange Act, by March 15, 2013.2014. However, if the date of the 20132014 Annual Meeting of Shareholders is more than thirty days before or after June 12, 2013,2014, then the deadline for submitting any such shareholder proposal will be a reasonable time before Midwest mails the proxy materials relating to such meeting. Under Rule 14(a)-4(c)(1) of the Exchange Act, the proxy holders designated by an executed proxy in the form accompanying the proxy statement for Midwest’s 20132014 Annual Meeting of Shareholders will have discretionary authority to vote on any shareholder proposal that is not received on or prior to the deadline described above.

    Written copies of all shareholder proposals should be sent to Midwest’s principal executive offices at 8101 “O” Street, Suite S111, Lincoln, Nebraska 68510, to the attention of Corporate Secretary. Shareholder proposals must comply with the rules and regulations of the SEC.

ANNUAL REPORT AND FINANCIAL STATEMENTS

    Midwest’s 20112012 Annual Report to shareholders, including financial statements, has accompaniedbeen mailed commensurate with the mailing of this proxy statement. The Annual Report does not constitute and should not be considered a part of this proxy solicitation material.

    Midwest will provide without charge to each shareholder solicited, upon the written request of any such shareholder, a copy of its Annual Report on Form 10-K filed with the SEC, including the financial statements, exhibits and schedules thereto, for the year ended December 31, 2011.2012. Such written request should be directed to Midwest Holding Inc., 8101 “O” Street, Suite S111, Lincoln, Nebraska 68510, Attention: Corporate Secretary.

OTHER MATTERS

    Management and the Board of Directors do not intend to bring any other business before the Annual Meeting and have no reason to believe that any will be presented to the Annual Meeting. If, however, any other business should properly be presented to the Annual Meeting, the proxies named in the enclosed form of proxy will vote the proxies in accordance with their best judgment.

	BY ORDER OF THE BOARD OF DIRECTORS
	MIDWEST HOLDING INC.
	Travis Meyer
	PresidentMark A. Oliver Chief Executive Officer

Dated: April 30, 2012

2013
4836-9079-2974, v. 3

	IMPORTANT ANNUAL MEETING INFORMATION

Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on June 12, 2012.11, 2013.
		Vote by Internet Go towww.investorvote.com/MDH Or scan the QR code with your smartphone Follow the steps outlined on the secure website
Vote by telephone Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone Follow the instructions provided by the recorded message

Annual Meeting Proxy Card

1.

Election of Directors:

For

Withhold

For

Withhold

For

Withhold

01 - Rick D. Meyer

c

c

02 - Travis Meyer

c

c

03 - Milton Tenopir

c

c

04 - John R. Perkins

c

c

05 - Mark A. Oliver

c

c

06 - Jack Theeler

c

c

07 - Les Meyer

c

c

08 - John C. OsborneJim Ballard

c

c

09 - Jim Ballard

c

c

Instruction: To maximize the number of nominees elected to the Company’s Board of Directors, unless otherwise specified below, this proxy authorizes the proxies named on the reverse side to cumulate all votes that the undersigned is entitled to cast at the Annual Meeting for, and to allocate such votes among, one or more of the nominees listed above as the proxies shall determine, in their sole and absolute discretion. To specify a different method of cumulative voting, write “Cumulate For” and the number of shares and the name(s) of the nominee(s) on this line:

Dear Stockholder:

We encourage you to vote your shares electronically this year either by telephone or via the Internet. This will eliminate the need to return your proxy card. You will need your proxy card and Social Security number (where applicable) when voting your shares electronically.

The Computershare Vote by Telephone and Vote by Internet systems can be accessed 24-hours a day, seven days a week up until 1:00 a.m. Central Time, on June 12, 2012.11, 2013.

Your vote is important. Please vote immediately.

If you vote over the internet or by telephone, please do not mail your card.

6IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6

The undersigned holder(s) of Common Stock of Midwest Holding Inc., a Nebraska corporation (the “Company”), hereby appoint(s) Travis Meyer and Mark A. Oliver,Todd Boeve, and each or any of them, attorneys and proxies of the undersigned, with power of substitution, to vote all of the Common Stock which the undersigned is (are) entitled to vote at the Annual Meeting of Shareholders of the Company to be held at Hillcrest Country Club, 9401 “O” Street, Lincoln, Nebraska, on Tuesday, June 12, 2012,11, 2013, at 10:00 a.m., Central Time, and at any adjournment thereof, as stated on the reverse.

A vote FOR Proposals 1 and 2, and granting the proxies discretionary authority in Proposal 3, is recommended by the Board of Directors of the Company. When properly executed, this proxy will be voted in the manner directed by the undersigned shareholder(s). If no direction is given, this proxy will be voted FOR Proposals 1 and 2 and, at the discretion of the proxy holder, upon such other matters as may properly come before the meeting or any adjournment thereof. Proxies marked “Abstain” and non-votes are counted only for purposes of determining whether a quorum is present at the meeting.

The undersigned acknowledges receipt of the Notice and Proxy Statement for the 20122013 Annual Meeting of Shareholders.

	IMPORTANT ANNUAL MEETING INFORMATION

 

                  

 

1.

Election of Directors:

For

Withhold

For

Withhold

For

Withhold

01 - Rick D. Meyer

c

c

02 - Travis Meyer

c

c

03 - Milton Tenopir

c

c

04 - John R. Perkins

c

c

05 - Mark A. Oliver

c

c

06 - Jack Theeler

c

c

07 - Les Meyer

c

c

08 - John C. OsborneJim Ballard

c

c

09 - Jim Ballard

c

c

Instruction: To maximize the number of nominees elected to the Company’s Board of Directors, unless otherwise specified below, this proxy authorizes the proxies named on the reverse side to cumulate all votes that the undersigned is entitled to cast at the Annual Meeting for, and to allocate such votes among, one or more of the nominees listed above as the proxies shall determine, in their sole and absolute discretion. To specify a different method of cumulative voting, write “Cumulate For” and the number of shares and the name(s) of the nominee(s) on this line:

6PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6

The undersigned holder(s) of Common Stock of Midwest Holding Inc., a Nebraska corporation (the “Company”), hereby appoint(s) Travis Meyer and Mark A. Oliver,Todd Boeve, and each or any of them, attorneys and proxies of the undersigned, with power of substitution, to vote all of the Common Stock which the undersigned is (are) entitled to vote at the Annual Meeting of Shareholders of the Company to be held at Hillcrest Country Club, 9401 “O” Street, Lincoln, Nebraska, on Tuesday, June 12, 2012,11, 2013, at 10:00 a.m., Central Time, and at any adjournment thereof, as stated on the reverse.

A vote FOR Proposals 1 and 2, and granting the proxies discretionary authority in Proposal 3, is recommended by the Board of Directors of the Company. When properly executed, this proxy will be voted in the manner directed by the undersigned shareholder(s). If no direction is given, this proxy will be voted FOR Proposals 1 and 2 and, at the discretion of the proxy holder, upon such other matters as may properly come before the meeting or any adjournment thereof. Proxies marked “Abstain” and non-votes are counted only for purposes of determining whether a quorum is present at the meeting.

The undersigned acknowledges receipt of the Notice and Proxy Statement for the 20122013 Annual Meeting of Shareholders.