EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth the compensation paid or accrued in the years indicated by usMidwest to our current President, our current Chairmanits Principal Executive Officer (“PEO”), Mark A. Oliver, Midwest’s former PEO, Rick D. Meyer, and our current Treasurer.to certain other executive officers of Midwest. None of ourMidwest’s other executive officers had compensation in 2016 that exceeded $100,000 for the last completed fiscal year.$100,000. Our Board of Directors reviews senior officer compensation on an annual basis.

SUMMARY COMPENSATION TABLE⁽¹⁾

Outstanding Equity Awards at Fiscal Year End

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

    OurMidwest’s Board of Directors approved the issuance to Mark A. 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 book value of the shares as of 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. The terms of the note were fulfilled in 2014.

Employment Agreements

    We have entered intoMidwest has an Employment Agreementemployment agreement with Rick Meyer,Mark A. Oliver, our Chairman.Chairman and CEO/Treasurer. This Employment Agreementagreement was effective on December 1,June 8, 2011 and iswas for a three yearthree-year term, subject to termination upon notice. On each anniversary, theThe Board may extend the agreement for an additional year. Theyear(s). Our Board extended saidthis agreement in 2013.December 2016. Pursuant to this Employment Agreement, Mr. Meyer is entitled to receive:

• a 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 Vice-Chairman, and Mark Oliver, our CEO/Treasurer. Each of these Employment Agreements were 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 2013. Pursuant to these Employment Agreements, each of Mr. Meyer andagreement, Mr. Oliver is entitled to receive:

• a base salary of $156,000

  ☐	a base salary of $300,000 (as of October, 2015) with an annual 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 allowance of $1,000.00 per month; and reimbursement for reasonable and necessary business expenses.
  ☐	fringe benefits provided by us to our employees in the normal course of business, including insurance coverage;
  ☐	a car allowance of $1,000 per month; and
  ☐	reimbursement for reasonable and necessary business expenses.

  If we terminate Rick Meyer, Travis Meyer or MarkMidwest terminates Mr. Oliver without cause“cause” as defined in the applicableEmployment Agreement, weemployment agreement, Midwest will be required to pay such personhim his base salary and provide certain benefits for the duration of the remaining term of the Employment Agreementemployment agreement or 6six months, whichever is greater. This payment would be made in exchange for an agreement not to engage in certain competitive activities with Midwest during that period.

      In addition to the compensation payable to Mr. Oliver under hisMidwest had an employment agreement with Rick D. Meyer, its former Chairman. This Employment Agreement our Board of Directors approved the issuancewas effective on December 1, 2011 and terminated on October 1, 2015 when Mr. Meyer retired. Pursuant to this agreement, 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 book value of the shares as of 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.Meyer received:

  ☐	a base salary of $201,571;
  ☐	fringe benefits provided by Midwest to its employees in the normal course of business, including insurance coverage;
  ☐	a car allowance of $1,000 per month; and
  ☐	reimbursement for reasonable and necessary business expenses.

  Director Compensation

  Directors who are not employees currently receive an annual fee ofreceived $1,000 plus $500 for each meeting of the Board of Directors they attend.attended in person and $350 per meeting they attend via telephone. Directors received an annual retainer of $5,000. Directors also are reimbursed for certainreasonable expenses related to their personal attendance at meetings. Our Board of Directors reviews director compensation on an annual basis.

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

  
  
  
  

  DIRECTOR COMPENSATION⁽¹⁾

  				Fees
  				Earned or			All Other								Fees Earned or			All Other
  Name		Year		Paid in Cash			Compensation			Total			Year		Paid in Cash			Compensation			Total
  Jim Ballard		2013		$	2,350		$	–		$	2,350
  Les Meyer		2013			2,350			–			2,350
  John R. Perkins		2013			2,350			–			2,350
  Milton Tenopir(2)		2013			32,500			–			32,500		2016		$	6,350		$	30,000		$	36,350
  Jack Theeler		2013			2,350			–			2,350		2016			7,850			--			7,850
  Steve Conner													2016			7,350			--			7,350
  Dana Stapleton													2016			6,350			--			6,350
  John Hompe													2016			7,850			--			7,850
  Scott Morrison													2016			7,850			--			7,850
  Kevin Feder(4)													2016			6,000			--			6,000
  Firman Leung(3)													2016			0			--			0
  Todd Boeve(5)													2017			0			--			0
  Total															$	49,600		$	30,000		$	79,600

  
  

  (1)		In 2013,2015, 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)		The Company paid Mr. Tenopir a consulting fee of $2,000 per month to assist in marketing from December 2009 to May, 2012. In June, 2012, Mr. Tenopir was elected Chairman of the Company’sMidwest’s primary life insurance subsidiary, American Life and Security Corp. In that capacity, he iswas paid $30,000 per year. Mr. Tenopir passed away on September 26, 2016.
  (3)		Appointed December 7, 2016.
  (4)		Mr. Feder joined the Board in March 2016. He passed away on November 9, 2016.
  (5)		Appointed April 2017

  
  
  
  

  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth information as of the Record Date,April 17, 2017, regarding the number and percentage of outstanding shares of Common Stockvoting 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,its executive officers and director nominee, and by all of ourits directors and executive officers as a group.

  		Shares of
  		Common				Percent of
  Name and Business Address of Beneficial Owner(1)		Stock				Class
  Five percent shareholders:
  None			–				–
  Directors, executive officers and director nominee:
  Travis Meyer			177,420				1.9%
  Rick D. Meyer			311,304				3.4%
  Mark A. Oliver			45,428				*
  Milton Tenopir			45,428				*
  Jim Ballard			–				*
  Jack Theeler			–				*
  Les Meyer			56,784				*
  John R. Perkins			56,785				*
  All directors and executive officers as a group			693,149				7.56%

  
  

  				Percent of
  Name and Business Address of Beneficial Owner(1)		Shares of Common Stock		Class
  Directors and executive officers:
  Mark A. Oliver		251,191		1.1	%
  Jack Theeler		54,180			*
  Steve Conner		9,340			*
  Dana Stapleton		33,863			*
  John T. Hompe		0			*
  Scott Morrison		5,000			*
  Joel Mathis		0			*
  Debra Havranek		0			*
  Todd Boeve		40,862			*
  Firman Leung		0			*
  All directors and executive officers as a group (10) persons		394,436		2.1	%

  
  

  *		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., 2900 South 70th Street, Suite 400, Lincoln, NE 68506.

  
  

  Five percent shareholders:
  None	–		–

  
  
  
  
  
  

  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. 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, 2013, December 31, 2012 and December 31, 2011, we paid Bison Capital $0 and $206,351, respectively, under the terms of the Consulting and Advisory Agreement.

      In September 2009, we entered into a general agency agreement with Great American Marketing, a corporation controlled by Travis Meyer. Travis Meyer is our President and a member of our Board of Directors. Under the agreement, Great American was 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 received an override on all first-year premiums written. Great American had no underwriting or claims management authority. During the years ended December 31, 2013 and December 31, 2012, we paid Great American Marketing $25,608 and $49,327, 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, a proposed merger of Security Capital into Midwest is pending stockholder approval.

  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, 2014, our ownership constituted approximately 10.4% 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 333,500 shares of common stock of Rocky Mountain or approximately 10.2% 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 135,000 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 3.7% 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 1.2% 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 67,500 shares of common stock, or approximately 2.0% of its outstanding common stock. As of March 31, 2014, 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, 2014, our ownership constituted approximately 14.5% of the issued and outstanding common stock of Northstar. Northstar was incorporated in Minnesota in April 2010 for the purpose of organizing, owning and operating a life insurance subsidiary in that state. Rick Meyer, Chairman of our Board of Directors, is Chairman, Chief Executive Officer and a member of the Board of Directors of Northstar. Rick Meyer owns 200,000 shares of Northstar's voting common stock, or 4.8% of its outstanding common stock. Mark A. Oliver, our Chief Executive Officer and a member of our Board of Directors, is President, Chief Operating Officer, Treasurer, Chief Financial Officer and a member of the Board of Directors of Northstar. Mr. Oliver owns 140,000 shares of voting common stock of Northstar, or 3.4% of its outstanding common stock. Travis Meyer, our Vice-Chairman and a member of our Board of Directors, owns 146,000 shares of voting common stock, or 3.5% 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 common stock, or 1.2% of its outstanding common stock. Other former and present board members of Midwest and executive officers of Midwest also own 80,000 shares of common stock of Northstar, or 1.9% of its outstanding common stock. As of March 31, 2014, Northstar was a development stage company.

  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, 2014, our ownership constituted approximately 11.4% 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 2.3% 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 2.3% 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 2.3% 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 0.4% of the outstanding common stock of Hot Dot. Several other of our current and past board members and executive officers own 170,000 shares of common stock of Hot Dot or 1.3% 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. In February 2014, we acquired an additional 250,000 shares of common stock for $27,383. Our ownership constitutes approximately 22.3% of the outstanding common stock of Pacific Northwest as of March 31, 2014. 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 5.3% 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 5.3% 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 5.3% 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 1.3% of its outstanding common stock. Several other of our current and past board members and executive officers own 105,000 shares of common stock of Pacific Northwest or 2.8% of the outstanding common stock of Pacific Northwest.

  New Mexico.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. In 2013 the name was changed to New Mexico Capital Corp. which had operated under the name of Enchantment Capital Corporation. Great Plains also owns 200,000 shares of New Mexico common stock. Our ownership when combined with Great Plains, constitutes approximately 13.0% of the issued and outstanding common stock of New Mexico as of March 31, 2014. In addition, Travis Meyer, our Vice-Chairman and a member of our Board of Directors, is Vice Chairman and a member of the Board of Directors of New Mexico. Travis Meyer owns 200,000 shares of common stock of New Mexico, or 5.2% 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 New Mexico. Rick Meyer owns 200,000 shares of common stock of New Mexico, or 5.2% 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 New Mexico. Mr. Oliver owns 200,000 shares of common stock of Mountain States, or 5.2% of its outstanding common stock. Todd C. Boeve, our Vice President, Agency & Corporate Secretary, and a member of the Board of Directors of New Mexico. Mr. Boeve owns 75,000 shares of common stock, or 1.9% of the outstanding common stock of New Mexico. John R. Perkins, a member of our Board of Directors, is the Compliance Officer of New Mexico. Several other of our current and past board members and executive officers own 255,000 shares of common stock of New Mexico or 6.6% of the outstanding common stock.

  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. First Wyoming's life insurance subsidiary received its Certificate of Authority to operate in Wyoming on July 1, 2011. John Perkins, our former Secretary and compliance officer and a current member of our Board of Directors, serves as Secretary 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 our Board of Directors, serves as a member of First 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 First 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 596,500 shares of First Wyoming at $1.10 per share, bringing our total ownership percentage in First Wyoming to 22.7% as of March 31, 2014. 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 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%. During the third quarter of 2012, the Company began providing TPA services to Great Plains and Great Plains’ wholly owned life insurance subsidiary. At the end of the third quarter of 2012, Mark Oliver, our Chief Executive Officerand a member of our Board of Directors, was assigned to serve as CEO 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. Rick Meyer serves as Chairman 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 life insurance subsidiary. Mr. Oliver owns 11 shares of common stock of Great Plains, or less than 0.1% of its outstanding common stock. Travis Meyer owns 11 shares of common stock of Great Plains, or less than 0.1% of its outstanding common stock. Several other of our current and past board members and executive officers own 52,522 shares of common stock of Great Plains or 1.0% of the outstanding common stock of Great Plains. As a result of our CEO, Mark Oliver, and our Chairman, Rick Meyer, being named CEO and Chairman, respectively, of Great Plains and our ability to significantly influence the operations of Great Plains, we began consolidating Great Plains on October 1, 2012. A proposal to merge Great Plains into Midwest is pending shareholder approval.

  These past and present relationships with similar businesses could result in a potential conflict of interest should weMidwest 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.

  PROPOSAL NO. 2

  ADVISORY VOTE ON THE COMPENSATION OF
  THE COMPANY’S NAMED EXECUTIVE OFFICERS

      In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), the Board of Directors provides shareholders with the opportunity to cast an annual advisory vote on the compensation of the Company’s Named Executive Officers. This non-binding advisory shareholder vote, commonly known as “Say-on-Pay,” gives you, as a shareholder, the opportunity to endorse or not endorse our executive pay program and policies. We do not believe a static, systematic pattern exists between executive compensation and performance. Our compensation philosophy is not structured to “motivate” managerial behaviors through incentive compensation. Rather, our primary objective is to acquire and retain people of integrity who take pride in delivering positive results without the distraction of bonus incentives. We believe our compensation structure is a model structure for our peers and alleviates the very concerns that “Say-on-Pay” is attempting to address. As such, our compensation structure is something you, as a shareholder, should approve.

      Because your vote is advisory, it will not be binding upon the Company or the Board. However, the Board will take into account the outcome of the vote when considering future executive pay. Accordingly, we are providing you the opportunity to cast a non-binding advisory vote on the compensation of the Company’s Named Executive Officers contained in this proxy, through the following resolution:

  RESOLVED, that the compensation of the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and the related disclosures contained in this Proxy Statement is herebyAPPROVED.

  YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION TABLES AND THE RELATED DISCLOSURES CONTAINED IN THIS PROXY STATEMENT.

  
  
  
  

  RELATIONSHIPSRELATIONSHIP WITH INDEPENDENT
  REGISTERED PUBLIC ACCOUNTING FIRM

  Principal Accountant Fees and Services

  The principal registered public accounting firm utilized by Midwest during 20132016 was McGladreyRSM US LLP (“McGladrey”("RSM”, formerly “McGladrey"). McGladreyRSM has served as our independent registered public accounting firm since December, 2009. A representative of McGladreyRSM is expected to be present at the Annual Meeting and to be available to respond to appropriate questions. McGladrey’sRSM's representative will have an opportunity to make a statement at the Annual Meeting should he or she desire to do so.

  The aggregate fees billed by McGladreyRSM to Midwest for the fiscal years ended December 31, 20132016 and 2012 are2015 were as follows:

  		McGladrey			McGladrey			RSM			RSM
  		Fiscal 2013			Fiscal 2012			Fiscal 2016			Fiscal 2015
  Audit Fees(1)		$	206,077		$	193,416		$	279,616		$	265,378
  Audit-Related Fees(2)			–			60,178			--			--
  Tax Fees(3)			11,700			6,780			17,500			17,000
  All Other Fees(4)			–			–			--			--
  Total		$	217,777		$	260,374		$	297,116		$	282,378

  
  

  (1)		Represents the aggregate fees billed and expenses for professional services rendered by the principal accountant for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q, and services that are normally provided by an independent registered public accounting firm in connection with statutory or regulatory filings or engagements for those fiscal years.
  (2)		Represents the aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit"audit fees.”"
  (3)		Represents the aggregate fees billed for professional services provided by the principal accountant for tax compliance, tax advice and tax planning.
  (4)		Represents the aggregate fees billed for products and services provided by the principal accountant, other than audit fees, audit-related fees and tax fees.

  
  
  
  

  Pre-Approval Policy for Audit and Non-Audit Services

      Midwest does not have a standingThe Audit Committee at the present time, and the full Board of Directors hashad responsibility for the approval of all audit and non-audit services before Midwest engages an independent registered public accounting firm.which were subsequently ratified by the full Board. All of the services rendered to Midwest by its independent registered public accounting firm for the fiscal years ended December 31, 20132016 and 20122015 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’sMidwest's accountants. However, in accordance with the rules and regulations of the SEC relating to the independence of auditors, the Board of Directors approvesAudit Committee will approve each service to be rendered by the auditors and prohibits the delegation of any pre-approval responsibilities to Midwest’sMidwest's management. On an annual basis, the Board of Directors approvesAudit Committee will approve all audit, audit-related and non-audit services proposed to be rendered by Midwest’sMidwest's independent registered public accounting firm for theeach fiscal year, as specifically described in the firm’sfirm'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, arewill be presented by the President or Treasurer of Midwest to the Board of DirectorsAudit Committee for pre-approval on a case-by-case basis before management engages thean 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, 2013.2016.

  PROPOSAL NO. 32
  RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

  TheBoard of Directors has appointed McGladreyRSM to serve as Midwest’s independent auditors for 2014. McGladrey2017. RSM also served as Midwest’s independent auditors in 2013.2016. At the Annual Meeting, the shareholders are being asked to ratify the appointment of McGladreyRSM as Midwest’s independent auditors for 2014.2017. 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 MCGLADREYRSM US LLP AS THE COMPANY’S INDEPENDENT AUDITORS.

  PROPOSALS FOR 20152018 ANNUAL MEETING OF SHAREHOLDERS

  To be eligible for inclusion in Midwest’s proxy materials for the 20152018 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, 2014.2017. However, if the date of the 20142018 Annual Meeting is more than thirty days before or after June 12, 2014,13, 2018, then the deadline for submitting and such shareholder proposal for inclusion in the proxy materials relating to the 20152018 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-18.14a-8.

  Midwest must receive in writing any shareholder proposals to be considered at the 20152018 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, 2015.2018. However, if the date of the 20142018 Annual Meeting of Shareholders is more than thirty days before or after June 12, 2014,13, 2018, 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 20152018 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 2900 South 70^thStreet, Suite 400, Lincoln, Nebraska 68506, 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 20132016 Annual Report to shareholders, including financial statements, has been 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, 2013.2016. Such written request should be directed to Midwest Holding Inc., 2900 South 70^thStreet, Suite 400, Lincoln, Nebraska 68506, 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.
  	Mark A. Oliver
  	Chairman and
  	Chief Executive Officer
  Dated: April 28, 2017

  
  
  
  
  
  

  	IMPORTANT ANNUAL MEETING INFORMATION

  Mark A. Oliver Electronic Voting Instructions Chief Executive OfficerAvailable 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 13, 2017.
  Dated: April 30, 2014		Vote by Internet ●Go towww.envisionreports.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

  
  

  Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas.

  X

  Annual Meeting Proxy Card

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

  
  

  A	Proposals — The Board of Directors recommends a voteFOR all the nominees listed in Proposal 1 andFOR Proposals 2 and 3.

  1.

  Election of Directors:

  For

  Withhold

  For

  Withhold

  For

  Withhold

  01 - Mark A. Oliver

  ☐

  ☐

  02 - Dana Stapleton

  ☐

  ☐

  03 - Steve Conner

  ☐

  ☐

  04 - John T. Hompe

  ☐

  ☐

  05 - Jack Theeler

  ☐

  ☐

  06 - Scott Morrison

  ☐

  ☐

  07 - Firman Leung

  ☐

  ☐

  08 - Todd Boeve

  ☐

  ☐

  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:

  For

  Against

  Abstain

  2.

  Approval of RSM US LLP as independent auditors for 2017.

  ☐

  ☐

  ☐

  For

  Against

  Abstain

  3.

  In their discretion, the attorneys and proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof:

  ☐

  ☐

  ☐

  
  

  B	Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
  Shareholders should date this proxy and sign here exactly as name appears on the shareholders' stock certificates. If shares are held jointly, both owners should sign this proxy. Executors, administrators, trustees, guardians, and others signing in a representative capacity should indicate the capacity in which they sign.

  Date (mm/dd/yyyy) — Please print date below.		Signature 1 — Please keep signature within the box.		Signature 2 — Please keep signature within the box.
  / /

  
  
  
  

  	02JALC

  
  

  

  
  

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  Dear Stockholder:

  We encourage you to vote your shares electronically 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 13, 2017.

  Midwest Holding Inc.’s Proxy Statement and Annual Report are available online at www.envisionreports.com/MDH

  Your vote is important. Please vote immediately.

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

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

  
  
  
  

  Proxy — MIDWEST HOLDING INC.

  
  
  PROXY FOR ANNUAL MEETING OF SHAREHOLDERS JUNE 13, 2017
  Solicited on Behalf of the Board of Directors of the Company

  The undersigned holder(s) of Common Stock of Midwest Holding Inc., a Nebraska corporation (the “Company”), hereby appoint(s) Debra Havranek and 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 Hilton Garden Inn Downtown Haymarket, 801 R. Street, Lincoln, NE 68508, on Tuesday, June 13, 2017, at 10:00 a.m., Central Time, and at any adjournment thereof, as stated on the reverse.

  A voteFOR all of the nominees listed in Proposal 1 andFOR Proposals 2 and 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 votedFOR all of the nominees listed in Proposal 1 andFOR Proposals 2 and 3. 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 2017 Annual Meeting of Shareholders.

  
  

  C	Non-Voting Items
  Change of Address— Please print new address below.

  
  

  IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.

  
  

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