2900 South 70th Street, Suite 400
Lincoln, Nebraska 68506

MIDWEST HOLDING INC.
PRELIMINARY – SUBJECT TO COMPLETION

___, 2018

Fellow Shareholders,

Included in this package you will find a Notice of our Annual Meeting of Shareholders to be held on November 13, 2018, and related proxy statement and proxy card. Please read the proxy statement carefully and cast your votes. Also included for your information is our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2017.

For the past two years, we have shared with you our need for capital and the ongoing search for a capital partner. For the past 18 months, we accelerated that search as the need for additional capital became critical. Since 2015, we held numerous meetings and telephone conferences with potential investors. For a variety of reasons, ranging from size to deal structure, we were unable to find a suitable capital provider.

In late 2017, the capital levels of American Life & Security Corp. reached critically low levels. We coinsured approximately 40% of our in-force life insurance business to another carrier to preserve capital and to monetize $1.85 million of embedded profit in the business and secured time to continue the search for new capital. Additionally, since October 2015 we took steps to lower overhead, such as reducing home office personnel significantly. Despite these actions, we were not able to achieve a balance between new business production and overhead required to maintain existing operations at break even levels.

Fortunately, we were successful in finding a capital partner that shares many of our core beliefs and goals — wanting to build a life insurance company in Nebraska, seeing an opportunity to build scale using the administrative platform and personnel we had developed, and at the same time, seeking long-term success of the Company. Xenith Holdings, LLC, a New York based investment company formed by two individuals with backgrounds in investment banking, reinsurance and asset management, A. Michael Salem and Michael Minnich, was introduced to us in November 2017. Over the course of the next several months, a structure was negotiated that would re-capitalize the Company, as well as bring effective technology and market-focused products that could enable American Life to seek to be a dynamic, agile life insurance company offering products domestically through marketing organizations. Since June 2018, we have been working to execute that strategy. The initial investment brought $2.1 million of new capital at a June closing, with the right to invest an additional $22.9 million once additional shares of our voting common stock are authorized.

Through a combination of market-focused products, capable reinsurance partners to minimize the strain on overhead, and technology that allows both rapid product introduction and streamlined back-office processing, we believe Midwest has a business plan to achieve profitable operations and long-term growth.

We expect that our initial product will be a “MYGA”, a Multi-Year Guaranteed Annuity. It will provide a fixed-term annuity with a competitive market interest rate that is now in demand across the United States. We believe we can use this product to establish a foothold with established marketing organizations to write enough business and cash flow over the next 24 months to meet our overhead levels and hopefully achieve profits. As market conditions merit, we expect there will be additional products, both life and annuity, in the pipeline.

On behalf of our Board of Directors, we thank all of you for your support and patience. We know that many of you have been investors for a number of years, and like all investors, want to see your investment grow. While nothing is guaranteed, there is genuine excitement on the part of all involved that this fresh start will push Midwest over the hump towards building a growing, profitable company.

WE APPRECIATE YOU!!!

Regards,

Mark A. Oliver, Chairman and Chief Executive Officer

2900 South 70th Street, Suite 400
Lincoln, Nebraska 68506

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on Tuesday, June 7, 2016,November 13, 2018, at 10:00 a.m., Central Time

To the Shareholders of Midwest Holding Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Midwest Holding Inc., a Nebraska corporation (“Midwest”), will be held on Tuesday, June 7, 2016,November 13, 2018, at 10:00 a.m. Central Time at The Lodge at Wilderness Ridge, 1800 Wilderness Woods Place, Lincoln, Nebraska 68512 for the following purposes:

TheOur Board of Directors has fixed the close of business on April 21, 2016September 28, 2018 as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof. Shares of Common StockMidwest voting common stock may be voted on at the Annual Meeting only if the holder is present at the Annual Meeting in person or by valid proxy.

Whether or not you plan to attend the Annual Meeting, you are urged to mark, date, and sign the enclosed proxy card and return it promptly so that your vote can be recorded. Alternatively, you may vote by telephone or on the internet. Instructions for voting by telephone or online are included on the enclosed proxy card.

Our Board of Directors recommends that you voteFOR(i) the election of the eight nominees to our Board of Directors named in this proxy statement; (ii) the increase in Midwest’s authorized capitalization provided in Proposal 2 and (iii) the authorization to adjourn the meeting, if necessary or advisable.

If you are present at the Annual Meeting and desire to do so, you may revoke your proxy and vote in person.

		BY ORDER OF THE BOARD OF DIRECTORS
	Mark A. Oliver Chairman and Chief Executive Officer

Dated: April 29, 2016

Dated: October __, 2018
Lincoln, Nebraska

In determining Mr. Tenopir’s qualifications to serveLeung served on the Board of American Life from 2015 to June 28, 2018.

The Board, in reviewing and assessing the contributions of Mr. Leung to the Board, considered, among other things,determined that his significant experience and expertise in our insurance company formation and operations as well as his knowledge of our insurance business and extensive knowledge ofinvestment banking provides significant contributions to the shareholder base of Midwest, all of which has proven to be beneficial to us.Board.

SCOTT MORRISON:Since 2006, Mr. Morrison has been Managing Partner of Oaks, Hartline & Daly law firm in Austin, Texas. Mr. Morrison is Texas board certified in estate planning and probate law. He practices law in the areas of estate administration and planning, probate and general business law. He has been named a "Texas“Texas Rising Star"Star” by both Law and Politics Media, Inc. and Texas Monthly magazine. Mr. Morrison served on the Board of American Life from 2015 to June 28, 2018.

The Board, in reviewing and assessing the contributions of Mr. Morrison to the Board, determined that his extensive legal experience, particularly in business law, provides significant contributions to the Board. As a managing partner of a law firm, he is uniquely positioned to provide the Board with insight and advice on a full range of strategic, legal, financial and governance matters.

JACK THEELER: Mr. Theeler is a partner in the Morgan Theeler law firm of Mitchell, South Dakota where he has been employed since 1971. He has a bachelor’s degreesdegree in accounting (1968) and a law degree (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, serving 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 High School Basketball Hall of Fame. Jack and Nancy Theeler received the 2007 Community Service Award presented annually by the Mitchell Area Chamber of Commerce. HeA founding Board Member of Great Plains Financial Corp. and Great Plains Life Assurance, he is also a Board Member of American Life.

The Board, in reviewing and assessing the contributions of Mr. Theeler to the Board, determined that his extensive experience in general legal and business matters, as well as his serving on boards of other companies and entities, provides significant contributions to the Board. His extensive experience in general legal business matters puts him in a unique position to provide the Board with insight and advice on a full range of strategic, legal, financial and governance matters.

KEVIN FEDER:Mr. Feder has been a consulting financial analyst since September, 2015. He served as a Senior Analyst / Sector Head, Financial, for York Capital Management from January, 2015 through August, 2015. Mr. Feder served as a Senior Analyst, Small Caps, at Pyramis Global Management (Fidelity Institutional Business) from May, 2011 through December, 2014. From March, 2008 through April, 2011, he served as a portfolio manager for Goldentree Asset Management. Prior thereto, Mr. Feder served as a Senior Vice President for Pequot Capital Management from May, 2005, through March, 2008.

The Board, in reviewing and assessing the contributions of Mr. Feder to the Board, determined that his extensive experience as a financial analyst, including in particular, his experience with small capitalization companies, provides significant contributions to the Board. He is in a position to provide the Board with insight and advice on the Company as it transitions from a small insurance holding company and seeks to grow its assets and operations.

DANA STAPLETON:Mr. Stapleton has been a farmer/rancher in Sisseton, South Dakota for over the past 30 years. In 2001he was named the South Dakota Farmer of the Year and the 2002 National Farmer of the Year. He was a founding Board Member of Great Plains Financial Corp. and Great Plains Life Assurance Co. Mr. Stapleton served as a member of the Board of Directors of American Life from 2015 through June 28, 2018.

The Board, in reviewing and assessing the contributions of Mr. Stapleton to the Board, determined that his extensive business experience and knowledge of practical business matters provides significant contributions to the Board. As a lifetime operator of a large family farm, he has experienced numerous intricate and challenging business environments, and the Board believes he will provide the Board with insight and valuable advice on the Company’s strategic plans.

TODD BOEVE:Mr. Boeve is currently Vice President, COO and Corporate Secretary for Midwest and has worked for Midwest since January 2010. He was appointed to fill a vacancy on the Board in April 2017. Additionally, he is the Secretary/Treasurer and a member of the Board of Big Sky Capital, a Montana holding company. He previously worked in the funeral industry for ten years as a licensed funeral director and was a PGA Golf Professional for nine years. Mr. Boeve served on the Board of American Life from 2015 to June 2018. He also serves as Secretary of Pacific Northwest and New Mexico Capital Corp.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"“FOR” EACH OF THEITS THREE 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 CEO (principal executive officer) positions. Our Board is responsible for the control and direction of the Company. The Board represents the Company’s shareholders, and its primary purpose is to build long-term shareholder value. Mr. Oliver serves as Chairman of the Board and Chief Executive Officer of the Company. The Board believes that Mr. Oliver is best situated to serve as Chairman because he is the director most familiar with the Company’s business and industry and is also the person most capable of effectively identifying strategic priorities and leading the discussion and execution of corporate strategy. In this combined role, Mr. Oliver is able to foster clear accountability and effective decision making. The Board believes that the combined role of Chairman and Chief Executive Officer strengthens the communication between the Board and management and provides a clear roadmap for shareholder communications. Further, as the individual with primary responsibility for managing day-to-day operations, Mr. Oliver is best positioned to chair regular Board meetings and ensure that key business issues and risks are brought to the attention of our Board and Audit Committee. We therefore believe that the creation of a lead independent director position is not necessary at this time.

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 subsidiaries,subsidiary, as well as other reports regarding theirits 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 adhere to the rules of the NYSE MKTAmerican with respect to independent directors. The NYSE MKTAmerican listing standards define an "independent director"“independent director” generally as a person, other than an executive officer or employee of a company, who does not have a relationship with the company that would interfere with the director's exercise of independent judgment.

The NYSE MKTAmerican listing requirements state that a majority of a company's board of directors must be independent. Our Board of Directors includes six independent directors, namely, Steve Conner, John Hompe, Scott Morrison, Jack Theeler, Kevin FederFirman Leung and Dana Stapleton. These six independent directors constitute a majority of the Board of Directors. The same will be true following the election of the proposed slate at the Annual Meeting.

Board Meetings and Committees; Annual Meeting Attendance

During 2015,2017, four meetings of the Board of Directors were held. All members of the Board of Directors attended 100% of these meetings, except Dana Stapleton, who missed one meeting.attended 50% of the meetings and Firman Leung attended 75%. We do not require our Board members to attend the Annual Meeting of Shareholders.

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, during 2015During 2017 the Board of Directors had no standing committees.committees other than an Audit Committee comprised of John Hompe, Scott Morrison, and Jack Theeler. All functions of a Nominating Committee, Audit Committee and Compensation Committee were performed by our Board of Directors as a whole. In March, 2016, the Board created an Audit Committee.

Audit Committee

Due to the size and structure of Midwest and its Board of Directors, the Board has not historically had a standing Audit Committee. The functions that would be performed by the Audit Committee have been performed by the entire Board of Directors. At a meeting on March 29, 2016, the Board established an Audit Committee and appointed John T. Hompe, Scott Morrison and Jack Theeler to serve on the Audit Committee. Mr. Hompe was designated the Committee Chair and Financial Expert. The Board expectssubsequently adopted an Audit Committee Charter that details the Audit Committee’s responsibilities to be as follows: (i) review recommendation 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. The Committee met 4 times in 2017. Our Audit Committee charter is available on our website atwww.midwestholding.com.

REPORT OF THE BOARD OF DIRECTORSAUDIT COMMITTEE

The Audit Committee of the Board of Directors of Midwest has reviewed and discussed Midwest’s audited financial statements for fiscal years ended December 31, 20152017 and 20142016 with Midwest’s management.

Midwest’s audited financial statements were not completed in time for inclusion in its Annual Report on Form 10-K as originally filed on April 16, 2018. Unaudited financial statements for the year ended December 31, 2017 were included in the Form 10-K. The Board of DirectorsForm 10-K was amended and filed with the SEC on September 7, 2018, and it included audited financial statements for the fiscal years ended December 31, 2016 and 2017.

In connection with the audited financial statements included in the above Form 10-K/A, the Audit Committee has discussed with Midwest’s independent auditors the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. l, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

In addition, the Board of DirectorsAudit Committee received the written disclosures and the letter from the Company’s independent accountants required by applicable requirements of the Public Company Accounting Oversight Board and has discussed with the independent accountant its independence from the Company and its management.

BasedMidwest’s financial statements for the fiscal year ended December 31, 2017 were audited by its independent registered public accountants and became available on such review and discussions,September 7, 2018. Accordingly, the Board of DirectorsAudit Committee recommended that the audited financial statements be included in an amendment to the Company’s Annual Report on Form 10-K for the above year ended December 31, 2015 for filing2017. The amendment, on Form 10-K/A, was filed with the SEC.SEC on September 7, 2018.

Nominating Committee and Selection of Director Candidates

Due to the size and structure of Midwest and its Board of Directors, the Board does not have a standing Nominating Committee. It also does not have a charter or policy regarding the nominating process. The functions that would be performed by the Nominating Committee have been performed by the entire Board of Directors. As described under “Proposal 2 – The Transactions” the holder of our Preferred Stock is entitled to nominate and elect five of the eight members of our Board of Directors. Holders of our voting common stock are entitled to elect three directors.

Shareholders who wish to recommend nominees for consideration by the Board of Directors or Nominating Committee (if and 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 20172019 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, 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 beenincluding consideration of executive officer and director compensation, are performed by the entire Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Executive officers, directors and “beneficial owners” of more than ten percent of Midwest’s Common Stockvoting common stock must file initial reports of ownership and changes in ownership with the SEC under Section l6(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. We believe that during 20152017 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, except for filings submitted past the 10-day timeline on Form 3 relating to Mr. Boeve, Mr. Hompe, Ms. Havranek and Mr. Morrison, and filings submitted past the two-day timeline on one Form 4 for each of Mr. Conner and Mr. Tenopir.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, 2012. These documentsThe document 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 to any shareholder without charge upon request. Midwest intends to disclose any amendments to or waivers of certain provisions of its Code of Ethics in a Current Report on Form 8-K.

Shareholder Communications with the Board of Directors

Shareholders may contact any 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., 2900 South 70th Street, Suite 400, Lincoln, Nebraska 68506. 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

EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth the compensation paid or accrued in the years indicated by Midwest to its Principal Executive Officer (“PEO”), Mark A. Oliver, Midwest’sMidwest's former PEO, Rick D. Meyer, and to certain other executive officers in their capacities with Midwest. Our Board of Midwest. None of Midwest’s other executive officers hadDirectors reviews senior officer compensation in 2014 that exceeded $100,000.on an annual basis.

SUMMARY COMPENSATION TABLE⁽¹⁾

Outstanding Equity Awards at Fiscal Year End

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

Midwest’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

Upon Closing of the agreement with Xenith Holdings LLC on June 28, 2018, (described in detail under Proposal 2 below) Midwest hasbecame party to an amended employment agreement (“Employment Agreement”) with Mark A. Oliver, our Chairman and CEO/Treasurer. This agreement was effective on June 8, 2011 and was for a three-year term, subject to termination upon notice. The Board may extendOliver. Among other things, the agreement for additional year(s). Our Board extended this agreement in October 2015. Pursuant to this agreement,Employment Agreement provides:

(a) that Mr. Oliver is entitledemployed as an Executive Officer of Midwest and as Secretary and Vice President of its subsidiary American Life;

(b) a base salary to receive:

If Midwest terminates Mr. Oliver without “cause” as definedof $250,000 per year, a possible bonus in the employment agreement,discretion of the Board of Directors of Midwest or American Life;

(c) customary benefits including health insurance, life insurance, car allowance and other fringe benefits and expense reimbursements;

(d) for termination of the Employment Agreement upon Mr. Oliver’s death, disability or for good cause (as defined therein) in which event he will be requiredentitled only to pay him his base salary and provide certain benefits through the date of termination;

(e) for Mr. Oliver’s resignation without good reason (as defined therein) or retirement in which event he will be entitled only to his base salary and benefits through the durationdate of termination;

(f) for Mr. Oliver’s resignation for good reason or upon a change in control of Midwest in which event he will be entitled to a severance payment equal to six months of his base salary; and

(g) customary confidentiality, non-compete and other provisions.

On June 28, 2018, upon the closing of the remaining termtransaction with Xenith Holdings LLC mentioned above, American Life, Midwest’s principal operating subsidiary, entered into employment agreements with A. Michael Salem and Michael Minnich, newly elected Chairman and President of American Life, respectively. The terms and conditions of both agreements are substantially the employment agreement or six months, whichever is greater. This payment would be madesame as described in exchange for an agreement notsubparagraphs (b) through (g) above, with respect to engage in certain competitive activities with Midwest during that period.

Midwest had an employment agreement with Rick D. Meyer, its former Chairman. ThisMr. Oliver’s Employment Agreement was effective on December 1, 2011 and terminated on October 1, 2015 when Mr. Meyer retired. Pursuant to this agreement, Mr. Meyer received:Agreement.

Director Compensation

Directors who are not employees received $350$1,000 for each meeting of the Board of Directors they attended in person and $250$350 per meeting they attend via telephone in 2015.telephone. Directors received an annual retainer of $1,000 in 2015.$5,000. Directors also are reimbursed for reasonable expenses related to their personal attendance at meetings. In 2016, these fees were increased to $1,000 per meeting attended in person, $350 per telephonic meeting and $5,000Our Board of Directors reviews director compensation on an annual retainer.basis.

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

DIRECTOR COMPENSATION⁽¹⁾

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of April 28, 2016,September 7, 2018, regarding the number and percentage of outstanding shares of voting common stock of Midwest beneficially owned by each person known by Midwest to beneficially own more than 5% of such stock, by each of its executive officers and director nominee, and by all of its directors and executive officers as a group.

Officers and Directors:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSFive percent beneficial shareholders:

Related Party Transactions

In September 2009,On May 9, 2018, Midwest entered into a general agency agreementLoan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement (the “Agreement”) with a non-affiliated third party, Xenith Holdings LLC, a Delaware limited liability company (“Xenith”). The Agreement is described under Proposal 2 below.

As part of the Agreement, Midwest sold 1,500,000 shares of newly created Class C Preferred Stock (“Preferred Stock”) to Xenith for $1,500,000. The Preferred Stock is convertible, at Xenith’s election, into 72,854,474 shares of Midwest’s voting common stock.

The Preferred Stock votes along with Midwest’s voting common stock on an “as converted” basis. If the Preferred Shares were converted, it would represent ownership of approximately 76% of Midwest’s then outstanding voting common stock. This does not include Xenith’s right to increase Xenith’s holdings of Midwest’s voting common stock by an additional 29,141,790 shares though the conversion of $600,000 of notes it holds as a result of loans made to Midwest under the Agreement.

PROPOSAL 2
APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED
SHARES OF VOTING COMMON STOCK

General

Our Board of Directors has determined that an increase in the number of authorized shares of voting common stock is in the best interest of Midwest and its shareholders, and unanimously approved and recommended to the shareholders to approve an amendment to Midwest’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of capital stock from 150,000,000 shares to 2,000,000,000 shares in order to increase the number of authorized shares of voting common stock from 120,000,000 shares to 1,970,000,000 shares. The form of amendment is attached to this Proxy Statement as Appendix A.

As of the Record Date, we had 22,860,701 shares of voting common stock issued and outstanding. As of the Record Date, we had no shares of Series A Preferred Stock or Series B Preferred Stock issued and outstanding. However, as the result of the transactions described below, as of the Record Date we also had 1,500,000 shares of Series C Preferred Stock (the “Preferred Stock”) outstanding convertible at the holder’s (Xenith’s) election into 72,854,474 shares of our voting common stock. The shares of Preferred Stock vote along with our voting common stock, on an “as converted” basis. Also as described below, we issued promissory notes in the amount of $600,000 convertible at the lender’s (Xenith’s) election into 29,141,790 shares of our voting common stock. Therefore, if the Preferred Stock and notes were fully converted, we would have no shares of voting common stock available for future issuance or to meet the conversion rights of additional loans that may be made to us as described below, or for future corporate purposes.

If Proposal 2 is approved and adopted by our shareholders, any additional shares of voting common stock authorized by the amendment will, when and if issued, have the same rights and privileges as the shares of voting common stock currently authorized, issued and outstanding. Holders of voting common stock currently have no preemptive rights and, accordingly, shareholders would not have any preferential rights to purchase any of the additional shares of voting common stock when such shares are issued.

Adoption of the proposed amendment and issuance of the voting common stock would not affect the rights of the holders of currently outstanding voting common stock of the Company, except for, with respect to the issuance of additional shares, effects incidental to increasing the number of shares of our voting common stock outstanding, such as dilution of the earnings per share, if any, and voting rights of current holders of our voting common stock.

Vote Required

If a quorum exists, Proposal 2 will be approved if the votes cast favoring Proposal 2 exceed the votes cast opposing Proposal 2. Abstentions will not be counted as votes cast and will have no effect on the vote on Proposal 2. For the reasons set forth below under “Certain Relationships and Related Transactions,” the holder of our Preferred Stock has agreed to cast its “as converted” shares of voting common stock on Proposal 2 in accordance with the majority votes of our voting common stock on Proposal 2 at the Annual Meeting.

Reasons for the Proposal

Background of the Transactions

Since 2015, management has attempted to improve the capital structure of the Company and reduce overhead through a number of different methods. We have merged with and into the Company, First Wyoming Capital Corp., Great American Marketing,Plains Financial Corp., and Northstar Financial Corp., all holding companies, as well as life insurance subsidiaries First Wyoming Life Insurance Company and Great Plains Life Assurance Company and we have sold Capital Reserve Life Insurance Company. These actions added a corporation controlledlimited amount of capital and helped reduce duplicative overhead; however, they did not change the fundamental lack of scale needed to achieve break-even operations for the Company. In 2017, we coinsured the blocks of business obtained through the First Wyoming Life and Great Plains Life mergers and added an additional $1.85 million of capital. This last transaction temporarily shored up regulatory capital, and avoided a takeover by Travis Meyer, whothe Nebraska Department of Insurance, but it pushed us further from a break-even level revenue as we were forced to monetize profitable revenue streams and investment income on the policies coinsured. Shortly thereafter, management made the decision to reduce certain staff positions. Since 2015, we have eliminated 10 management and staff positions, representing almost 40% of the total home office staff.

While these efforts were underway, management conducted active, ongoing efforts to find a source of material, long-term capital to carry the Company forward, and support an expansion of marketing efforts that could allow revenues to equalize with our new, lower level of overhead. Between October, 2015 and December, 2017, Mark Oliver and/or Joel Mathis met with or conducted conference calls with 103 potential investor/investment groups regarding recapitalizing the Company. Some of these discussions led to multiple meetings and even draft letters of intent; however, we were unable to secure a firm commitment from any group on terms that were acceptable.

On November 15, 2017, Mark Oliver was introduced by the Company’s regulatory counsel in a telephone call to A. Michael Salem and Michael Minnich, principals of AMS Advisors, LLC (“AMS”), a private investment firm located in New York, New York and the parent of a newly formed Delaware limited liability company, Xenith Holdings LLC (“Xenith”). Messrs. Salem and Minnich (referred to herein for convenience as the “AMS representatives”) were seeking a platform to use as an entry to the life insurance business. During the call, each party discussed their respective backgrounds and Mr. Oliver described the Company’s operating platform and its Vice Chairmanneed for a capital partner. AMS requested that Mr. Oliver provide a draft budget and operating pro-formas for Midwest, which were provided on November 17, 2017.

On November 30, 2017, AMS, the Company’s consulting actuary, Eric Newberg and Mr. Oliver held a memberconference call with the AMS representatives whereby the Company’s in-force life insurance business valuation (which had been performed by Mr. Newberg earlier in 2017) was discussed, as well as trends that Mr. Newberg considered to be significant.

On December 4, 2017, Mr. Oliver provided copies of the Company’s primary reinsurance treaty to Mr. Minnich for review.

On December 13, 2017, the AMS representatives traveled to Lincoln, Nebraska to tour the Company’s offices and meet personally with management. During the time in Lincoln, discussions occurred regarding the Company’s operations, lack of profitability and its inability to reach scale in sales production. The meetings continued through the next day.

On December 18, 2017, a draft letter of intent was received from AMS. Management began to discuss the proposal with counsel to determine the best course of action.

On December 29, 2017, Mr. Oliver and the AMS representatives held a call to introduce Novarica, an IT consultant retained by AMS to assess the Company’s systems. During the call, plans were made for Novarica to perform an on-site assessment at Midwest’s offices in Lincoln.

On January 11, 2018, Mr. Oliver traveled to New York City to meet with the AMS representatives the following day. During that visit, discussions regarding the proposed letter of intent as well as the due diligence process continued.

Midwest’s Board of Directors met telephonically on January 27, 2018 to review the proposed letter of intent.

On January 19, 2018, Mr. Oliver and the AMS representatives held a conference call to continue to dialogue regarding deal structure, the identity and functions of due diligence consultants retained by AMS and the overall due diligence process and timing.

On January 23, 2018, Mr. Oliver and key staff members of the Company held a conference call with RMA, Inc., an actuarial, reinsurance and operations consultant from Toronto that AMS had retained to assess the Company’s reinsurance agreements, evaluate its operations and to perform a valuation of its in-force business as well as the ongoing viability of the products being offered by the Company.

On February 1 and 2, 2018, Dixon Hughes Goodman LLP, CPA’s retained by AMS were on site at the offices of RSM LLP, the Company’s independent registered public accountants, in Omaha and at the Company’s offices to perform a review of the Company’s financial reporting and internal control policies and procedures. They then came to the Company’s offices on February 3 and 4, 2018, to review financial statement workpapers and meet with the accounting staff.

From February 7 through October, 2014. Under9, 2018, Novarica’s representative visited the agreement, Great American was responsibleCompany’s offices to complete the IT review. Previously, a detailed questionnaire had been provided to the Company’s IT staff for training, recruitingcompletion. The review encompassed the contents of the questionnaire and oversightmeetings with management occurred.

On February 13 and 14, 2018, three representatives of American Life marketing associates, including assuming responsibilityRMA, Inc. visited the Company’s offices to perform an on-site review of all reinsurance agreements and evaluate the Company’s staff’s ability and procedures regarding administration of the Company’s existing business.

Mr. Oliver flew to Denver on February 15, 2018 to meet with counsel to the Company to discuss progress on the transaction. Additionally, plans called for conventions, contests, prizesthe AMS representatives to fly to Denver. A meeting had been scheduled with the holder of the Company’s outstanding surplus debentures to discuss their settlement. Mr. Oliver met with the holder; however, the AMS representatives were not able to attend in person due to illness and awards.instead joined by conference call.

On February 25, 2018, the AMS representatives flew to Lincoln to meet with Mr. Oliver. Company counsel flew in to join the meeting. Conversations continued regarding a definitive agreement. The AMS representatives advised that they had retained Kutak Rock, LLP (“Kutak”) as transaction counsel and that it had also been engaged to conduct a legal review as part of AMS’s due diligence of the Company.

On March 1, 2018, Mr. Oliver had a call with Kutak representatives to make introductions and commence the legal due diligence. Shortly thereafter, Kutak delivered a list of documents for the Company to provide. This agreement was approvedportion of the due diligence process continued over the next two weeks.

On March 7, 2018, Mr. Oliver flew to New York City to meet with AMS. During the visit, discussions continued over transaction structure and terms. Mr. Oliver also met with one of AMS’s capital partners.

On March 15, 2018, the AMS representatives flew to Lincoln to continue the due diligence process and meet with Mr. Oliver to continue discussions regarding several business points to be included in a definitive agreement.

On March 20, 2018, Mr. Oliver had a conference call with Kutak to answer its due diligence questions and another call on March 27, 2018 to provide additional information Kutak had requested during the call.

On April 4, 2018, the AMS representatives flew to Lincoln. The following day, accompanied by Mr. Oliver and insurance regulatory counsel, the group met with the Nebraska Department of Insurance to give a progress report on discussions and to address questions that the Department might have with respect to their report.

On April 18, 2018, Mr. Oliver discussed with the Midwest Board of Directors the need to create a committee of Independent Directors (“Special Committee”) to review the proposed transaction. The Special Committee was comprised of Firman Leung, Chair, Jack Theeler, and Steve Connors. This group met telephonically on April 23, 2018 with counsel and then met in Lincoln on May 1 and 2, 2018 to review the history of the Company’s efforts to raise capital, the history of negotiations with AMS, and discuss the proposed transaction and its effect on shareholders. The AMS representatives flew to Lincoln during the first week of May 2018 and also met with the Special Committee members. The Special Committee negotiated with AMS with respect to the proposed definitive agreement, including lowering a required break-up fee, putting a cap on reimbursable expenses and insuring the transaction met the near term needs of Midwest as well as offering a plan for the Company to go forward.

On May 4, 2018, Mr. Oliver, insurance regulatory counsel and the AMS representatives met again with the Nebraska Department of Insurance Department. to advise on the progress of negotiations and the timing of regulatory filings for the approval of a possible transaction.

Following the conclusion of negotiations with the AMS representatives, the Special Committee, on May 8, 2018, reported its conclusions to the full Board of Directors via a conference call and recommended approval of the proposed transactions described below. The Midwest Board, with Mark Oliver and Todd Boeve abstaining, unanimously approved the transactions.

The Agreement was signed on May 8, 2018.

In exchange, Greatlate May 2018, AMS filed the requisite Form A to acquire control of Midwest and its insurance subsidiary, American Life, with the Nebraska Department of Insurance. Approval was granted by the Department on June 28, 2018 and the transactions described below under “The Transactions” were closed later the same day.

Reasons for the Transactions

In approving the Transactions and in recommending shareholder approval of the Proposal to increase the Company’s authorized capitalization, the Special Committee and the full Board of Directors considered several factors:

The Company’s ongoing capital shortfall was a primary concern. Management has had ongoing dialogue with the Nebraska Department of Insurance (and Arizona prior to the 2016 re-domestication) regarding American Life’s level of capital and history of operating losses. Management had taken numerous steps to reduce operating losses; however the Nebraska Department of Insurance made it clear that should losses continue without the addition of new capital, that it would have no choice but to take steps to protect the interests of the policyholders by issuing an order placing the Company’s insurance subsidiary under supervision, or more drastically, under receivership which would wipe out the existing shareholder ownership, remove management and the Board of Directors and ultimately lead to a disposition of American Life by the Department.

Compounding the regulatory issues was the inability of the Company to expand into new markets in order to reach a level of revenue that is more in balance with the operating costs. Because it costs more to put a new policy on the books than the revenue it generates in year one, the strain of new business has prevented management from recruiting new agents to offer the Company’s products which has the effect of limiting revenue growth. Management believed that the Company’s life insurance products were profitable, as evidenced by the more than $1.85 million received for approximately 1/3 of the policies in-force that were coinsured in 2017; however, the minimum level of overhead necessary to operate a public life insurance company has more than exceeded our annual premium revenues. Management could not significantly reduce overhead further without creating additional problems from an overrideinability to properly account for and report on all first-year premiums written. Greatoperations. Over time, the Company also lost key sales personnel because of their inability to write a significant amount of business and had to replace them with inexperienced personnel whose levels of production were minimal.

Management made an exhaustive search for new capital, as evidenced by the more than 100 meetings and calls since late 2015; however we were unable to find serious or tangible interest from an investor prior to meeting AMS (Xenith) in late 2017. The failure to attract new capital was due to a number of reasons: some investors did not like the fact that Midwest was a public company with more than 11,000 shareholders; some indicated that the limited number of states that American Life was authorized to do business was a hindrance to growth; some indicated that the Company’s business plan that was centered around the sale of ordinary life policies in rural areas was not scalable; others found the history of operating losses concerning; while others, finding senior management to be attractive and expressed interest in hiring them, had no underwritinginterest in the other aspects of the Company; and lastly, some had an interest in acquiring only American Life, but essentially gave it no value.

After considering all of these facts and spending time with AMS and the management of Xenith, it became clear to the Company’s Board that the Xenith relationship offered a good match for the Company. Xenith wanted a Nebraska charter and to operate in Nebraska. It appreciated the Company’s staff and operations and saw it as a hidden asset. AMS (Xenith) provided potential access to significant levels of new capital and brought an operating strategy that would offer an opportunity to reach scale in a relatively short time frame. Lastly, Xenith embraced the public company structure and saw an opportunity to build a company that would provide benefits for all shareholders through stock appreciation based on new technology, product and marketing ideas.

The foregoing discussion of the factors considered by the Special Committee and Board of Directors of the Company is not meant to be exhaustive, but includes the material factors, considered by them to support its decision to recommend the approval of the proposal to increase the Company’s authorized capitalization. The Board of Directors did not assign relative weights or claims management authority. During 2014, Midwest paid Greatother quantifiable values to the above factors; rather, the Board of Directors viewed its position and recommendations as being based on the totality of the information available.

Effect of Proposal if Approved

Section II of the Company’s Amended and Restated Articles of Incorporation will be amended if Proposal 2 is approved by the Company’s shareholders to provide that the number of shares of non-voting common stock it is authorized to issue will be increased from 120,000,000 shares to 1,970,000,000 shares. The number of the Company’s authorized shares of non-voting common stock will remain at 20,000,000 shares and the number of its authorized shares of preferred stock will remain at 10,000,000 shares. No other changes to the Company’s present Amended and Restated Articles of Incorporation are being proposed and there will be no changes to the rights of the Company’s outstanding voting common shares currently held by its shareholders.

If Proposal 2 is approved, we will have a sufficient number of shares to meet our commitments to Xenith should it elect to convert the $600,000 of notes, the $1,500,000 of Preferred Stock and all or most of any Subsequent Loans of up to $22,900,000 described below under “The Transactions.” Additional shares would also be available for future corporate purposes.

If and as Xenith converts its loans and Preferred Stock to shares of the Company’s voting common stock, the percentage of voting power held by shareholders of the Company other than Xenith will decrease and any such decrease will be significant. At this time, it is impossible to predict dilutive impact, if any, resulting from such conversion on the liquidation value, book value or the market value of shares then held by persons other than Xenith.

Possible Effects if Proposal is Not Approved

If shareholders do not approve Proposal 2 and Xenith does not elect to convert its $600,000 notes and $1,500,000 Preferred Stock to shares of the Company’s voting common stock:

(a) the loans will continue to accrue interest as stated below until their maturity in 2028;

(b) the Preferred Stock will (i) remain outstanding with dividends payable as stated below; (ii) have a preference on liquidation or sale of the Company of $1,500,000; (iii) be subject to redemption at Xenith’s election after 2025 at the higher of $1,500,000 or fair market value; and (iv) be able to elect five of the Company’s eight members of its Board of Directors;

(c) if Xenith elects to convert its $600,000 loans and $1,500,000 Preferred Stock, the Company’s entire presently authorized voting common stock will be issued and outstanding and Xenith will own approximately 82% of the Company’s outstanding voting common stock and present shareholders will own approximately 18%;

(d) the Lender will have the right to terminate the Agreement and its ability to make convertible Subsequent Loans as described below, but the Agreement will not be terminated as to the $600,000 loans, the $1,500,000 Preferred Stock or Xenith’s rights thereunder; and

(e) The Company and its shareholders will lose any benefits that might accrue from any Subsequent Loans by Xenith and the expansion of the business of American Marketing $5,793Life.

Board Recommendation

The Board recommends the proposed increase in the number of authorized shares of voting common stock to ensure the Company has sufficient number of shares of voting common stock to cover the possible conversion of additional convertible notes we may issue to Xenith as described immediately below under “The Transactions”, and for other future capital raising and general corporate purposes.

The Transactions

On May 9, 2018, the Company entered into a Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement (the “Agreement”) with a non-affiliated third party, Xenith Holdings LLC, a Delaware limited liability company (“Xenith” or the “Lender”). AMS, discussed above under “Background of the Transactions”, is the parent of Xenith. On June 28, 2018, the Agreement and the transactions described below were approved by the State of Nebraska Department of Insurance and the Initial Closing (defined below) under the termsAgreement occurred shortly thereafter.

At the Initial Closing, the Lender loaned $600,000 (the “Loan”) to the Company, repayable upon maturity in 10 years with cash interest of 4% per annum payable quarterly and accrued interest of another 4% per annum payable upon maturity.

The first $500,000 of the agency agreement.Loan is convertible, at Lender’s election, into approximately 24,300,000 shares of Midwest’s voting common stock (which equates to approximately $0.02 per share). The remaining $100,000 is also convertible at the same rate if the Company has adequate authorized voting common stock available which will require adoption of the amendment to its Articles of Incorporation as provided in Proposal 1 under this proxy statement.

Also at the Initial Closing the Lender purchased 1,500,000 shares of the Company’s newly created Preferred Stock for $1,500,000. The Preferred Stock is convertible, at Xenith’s election, into approximately 72,900,000 shares of the Company’s voting common stock (also at approximately $0.02 per share).

After the Initial Closing (sale and issuance of the $600,000 Loans and the $1,500,000 Preferred Stock) the Lender, in its sole discretion, may loan up to an additional $22,900,000 to the Company. Any loans made by Lender under this election (“Subsequent Loans”) will also be convertible into the Company’s voting common stock at the rate of approximately $0.02 per share.

To summarize the above for purposes of illustration assuming the Loans and shares of Preferred Stock are converted into Midwest voting common stock:

If the Lender elects to make Subsequent Loans to the Company, any conversion of all or a portion of those loans, also at approximately $0.02 per share, will further increase its percentage ownership of Midwest’s outstanding voting shares and decrease the percentage ownership held by current Company shareholders. Again, for illustrative purposes only, if the Lender were to make Subsequent Loans of $10,000,000 and then convert such loans into the Company’s voting common stock, the Lender would own approximately 96% of the Company’s voting common stock and current shareholders would own approximately 4%. The conversion of Subsequent Loans assumes that the Company’s Articles of Incorporation are appropriately amended as does the possible conversion of the $100,000 Note above, which requires 4,900,000 more shares than is authorized. The amendment is the subject of this Proxy Statement.

The Agreement has several other important provisions:

(a) Loan and Preferred Stock proceeds must be contributed to Midwest’s insurance subsidiary, American Life, to be held by it and used for general agencybusiness purposes (except for up to $100,000 which may be used by the Company to cover some of its expenses in entering into and complying with its several obligations under the Agreement).

(b) The Company has made certain representations and warranties that survive the Initial Closing relating to, among other things: (i) proper corporate organization of the Company and American Life and similar corporate matters; (ii) authorization, execution, delivery and enforceability of the Agreement and other transaction documents; (iii) absence of conflicts; (iv) capital structure; (v) accuracy of its articles of incorporation and governing documents; (vi) required consents and approvals; (vii) financial information; (viii) absence of certain changes or events; (ix) title to assets and properties; (x) material contracts; (xi) insurance; (xii) licenses and permits; (xiii) compliance with laws; (xiv) ownership of intellectual property; (xv) employment and labor matters; (xvi) taxes and audits; (xvii) environmental matters; (xviii) brokers and finders; and (xix) other customary representations and warranties.

(c) At the Initial Closing, the Company replaced all American Life officers and directors and replaced them with the Lender’s nominees as successors.

(d) If the Company’s shareholders fail to approve the amendment to the Articles of Incorporation to authorize additional shares of voting common stock, the Lender, at its option, may terminate the Agreement (except that the Loans of $600,000 and the Preferred Stock would continue in place) and the Lender would be entitled to its costs and expenses of up to $150,000 and would no longer have the right to make Subsequent Loans.

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Agreement, a copy of which is filed as Exhibit 10.18 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2018.

Convertible Preferred Stock

The Agreement required the Company’s Board of Directors to adopt an amendment to its Amended and Restated Articles of Incorporation to authorize the new Preferred Stock. The amendment was filed with the Nebraska Secretary of State on June 28, 2018 and contained the following provisions:

(a) Number: 1,500,000 shares.

(b) Rank: Senior to the Company’s voting common stock on liquidation with a liquidation preference of $1.00 per share or $1,500,000 in the aggregate.

(c) Dividends: Subject to the availability of funds, dividends at the annual rate of 8% of the liquidation preference of $1,500,000; if not paid the dividends accrue.

(d) Redemption: At any time beginning in early 2025 and subject to Nebraska law, the Lender may require the Company to redeem the shares of Preferred Stock at the liquidation preference (plus accrued dividends) or fair market value, whichever is greater. If the shares are not redeemed for any reason, a default interest rate of 12% per year begins (and increases by 1% per month).

(e) Conversion: The Preferred Stock is convertible into the Company’s voting common stock at the Lender’s election at the rate of approximately $0.02 per share for a total of approximately 72,900,000 million shares of the Company’s voting common stock.

(f) Voting: The Preferred Stock votes along with the Company’s voting common stock as a single class on an “as converted” basis.

(g) Election of Directors: Holders of Preferred Stock voting as a separate class are entitled to elect five of the Company’s eight members of its Board of Directors.

(h) Protective Provisions: The Preferred Stock has several protections against the Company taking action that would adversely affect the rights of holders of Preferred Stock such as mergers, liquidation, dilutive stock issuances, among others.

Security Agreement

Under a separate security agreement, the Loans made by Lender are secured by the outstanding common stock of American Life which is all owned by the Company. Hence upon any default under the Loans or the security agreement, the Company could stand to lose its ownership of American Life, its only significant asset.

Employment Agreement

Xenith required that Mark A. Oliver, the Company’s Chief Executive Officer, enter into an amended employment as a condition of closing. As a result, Mr. Oliver’s existing employment agreement was terminated in October, 2011.modified to be terminable at will and that his base salary be reduced. See Proposal 1 “Executive Compensation” above.

Certain Relationships and Affiliations with Similar Businesses; Potential Conflicts of InterestNo Appraisal Rights

MidwestUnder applicable Nebraska law, our shareholders are not entitled to appraisal rights with respect to the proposed amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of voting common stock we are authorized to issue.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” PROPOSAL 2.

PROPOSAL 3
AUTHORIZATION TO ADJOURN THE ANNUAL MEETING

General

If the Annual Meeting is convened and a quorum is present, but there are not sufficient votes to approve Proposal 2, our proxy holders may move to adjourn the Annual Meeting at that time in order to enable the Board to solicit additional proxies. The meeting may be adjourned for any other reason deemed necessary or advisable by the proxy holders.

In this proposal, we are asking our shareholders to authorize the holder of any proxy solicited by the Board to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Annual Meeting to another time and place, if necessary or advisable, or to solicit additional proxies in the event there are not sufficient votes to approve Proposal 2. If our shareholders approve this proposal, we could adjourn the Annual Meeting and any adjourned session of the Annual Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our shareholders that have previously voted. Among other things, approval of this proposal could mean that, even if we had received proxies representing a sufficient number of votes to defeat Proposal 2, we could adjourn the Annual Meeting without a vote on such proposal and seek to convince our shareholders to change their votes in favor of such proposal.

If it is necessary to adjourn the Annual Meeting, no notice of the adjourned meeting is required to be given to our shareholders, other than an announcement at the Annual Meeting of the time and place to which the Annual Meeting is adjourned, so long as no new record date is fixed for the adjourned meeting, which the Company must do if the meeting is adjourned to a date which is more than 120 days after the date fixed for the original meeting. At the adjourned meeting, we may transact any business which might have been transacted at the original meeting.

Vote Required

The affirmative vote of a majority of the votes cast on the proposal by persons present in person or by proxy at the Annual Meeting is required to approve Proposal 3.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” PROPOSAL 3.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company 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.

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

RELATIONSHIP WITH INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRMThe directors of the Company do not have interests in the matters described above in Proposal 2 – “The Transactions.” An existing employment agreement between the Company, American Life and Mark A. Oliver, its Chief Executive Officer, the term of which was to expire in 2019, was amended to an “at will” agreement and his salary was reduced from $300,000 per year to $250,000 per year.

Principal Accountant FeesAlso at closing of the Transactions, employment agreements similar to that of Mr. Oliver were entered into between American Life and Servicesthe two AMS representatives, Messrs. Salem and Minnich. The two agreements are also “at will” and provide for base salaries of $250,000 per year.

The principal registered public accounting firm utilized by Midwest during 2015 was RSM US LLP ("RSM”, formerly “McGladrey"). RSM has served asXenith, the holder of our independent registered public accounting firm since December, 2009. A representative of RSM is expectedPreferred Stock, may be deemed to be present at the Annual Meeting and to be available to respond to appropriate questions. RSM's representative will have an opportunityinterest in Proposal 2—the amendment to our articles of incorporation. As described above under “The Transactions” Xenith has the right, but not the obligation, to make a statement atSubsequent Loans to the Annual Meeting should he or she desire to do so.

The aggregate fees billed by RSM to MidwestCompany for the fiscal years ended December 31, 2015purpose of significantly expanding American Life’s insurance operations and 2014 were as follows:

Pre-Approval Policy for Audit and Non-Audit Services

Midwest did not have an Audit Committee during 2015. The full Board of Directors had responsibility for the approval of all audit and non-audit services. All of the services rendered to Midwest by its independent registered public accounting firm for the fiscal years ended December 31, 2015 and 2014 were pre-approved by the Board of Directors before the engagement of the independent registered public accounting firm forproducts. Any 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 Audit Committee will approve 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 Audit Committee will approve all audit, audit-related and non-audit services proposed to be rendered by Midwest's independent registered public accounting firm for each 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,Subsequent Loans will be presented by the President or Treasurer of Midwest to the Audit Committee for pre-approval on a case-by-case basis before management engages an 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, 2015.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has appointed RSM to serve as Midwest’s independent auditors for 2016. RSM also served as Midwest’s independent auditors in 2015. At the Annual Meeting, the shareholders are being asked to ratify the appointment of RSM as Midwest’s independent auditors for 2016. 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 RSM US LLP AS THE COMPANY’S INDEPENDENT AUDITORS.

PROPOSAL NO. 3

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 advisory vote on the compensationconvertible into shares of the Company’s Named Executive Officers. This non-binding advisory shareholder vote, commonly known as “Say-on-Pay,” gives you, asvoting common stock, which requires that the Company increase the number of shares of its authorized but unissued voting common stock pursuant to Proposal 2.

SHAREHOLDER PROPOSALS

Under SEC Rule 14a-8, if a shareholder the opportunitywants us 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.

In order to curtail controversy as to the date on which a proposal was received by us, it is suggested that proponents submit their proposals by certified mail-return receipt requested. Such proposals must comply withalso meet the rules and regulations ofother requirements established by the SEC.SEC for shareholder proposals.

ANNUAL REPORT AND FINANCIAL STATEMENTSADDITIONAL INFORMATION

Included with this Proxy Statement are copies of Midwest’s 2015 Annual Report to shareholders, including financial statements, has been mailed commensurate withon Form 10-K/A for the mailingyear ended December 31, 2017 and its Quarterly Reports on Form 10-Q/A for the quarterly periods ended March 31, 2018 and June 30, 2018, all of this proxy statement. which are incorporated herein by reference.

The Annual Report does not constitute and should not be considered a part of this proxy solicitation material.

MidwestCompany will provide without charge to each shareholder solicited, upon the written request of any such shareholder, a copy of this Proxy Statement and its Annual Report on Form 10-K10-K/A filed with the SEC including the financial statements, exhibits and schedules thereto, for the year ended December 31, 2015.on September 7, 2018. Such written request should be directed to Midwest Holding Inc., 2900 South 70^th70th Street, Suite 400, Lincoln, Nebraska 68506, Attention: Corporate Secretary.

The Company is subject to the requirements of the Securities Exchange Act of 1934 (“Exchange Act”) and files with the SEC annual, quarterly and current reports, proxy statements and other documents. You may review and obtain copies of each such document filed by the Company with the SEC at the SEC’s address or website described in the following paragraph. However, the annual, quarterly and current reports, proxy statements and other documents filed by the Company with the SEC are not incorporated by reference into this proxy statement.

Statements made in this Proxy Statement regarding the contents of any contract or other documents are summaries of the material terms of the contract or document. Copies of this proxy statement may be inspected without charge at the public reference room of the SEC located at 100 F Street, N.E., Washington, D.C. 20549, as may the other reports, exhibits and documents that the Company has filed, or will file, with the SEC. Copies of this Proxy Statement may be obtained from the SEC at prescribed rates. In addition, the SEC maintains a website that contains reports, proxy and information statements and other documents that are filed with the SEC through the SEC’s EDGAR System. The website can be accessed athttp://www.sec.gov.

OTHER MATTERSINDEPENDENT PUBLIC ACCOUNTANTS

ManagementRepresentatives of RSM US LLP, Midwest’s independent registered public accountant for the years ended December 31, 2016 and 2017 are not expected to be present at the Annual Meeting.

APPENDIX A

ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
MIDWEST HOLDING INC.

ARTICLE I

The name of the corporation is Midwest Holding Inc.

ARTICLE II

Article II of the Amended and Restated Articles of Incorporation (the “Articles”) of Midwest Holding Inc. (the “Corporation”), as filed with the Secretary of State of the State of Nebraska, is hereby amended by deleting and replacing Article II of the Articles in its entirety so that, as further amended, Article II shall be and read as follows:

ARTICLE II.

The total number of shares of capital stock of all classes of which this corporation shall have authority to issue is TWO BILLION (2,000,000,000), all having a par value of One-Tenth of One Cent ($0.001) per share, consisting of the following: (a) ONE BILLION NINE HUNDRED SEVENTY MILLION (1,970,000,000) shares of voting common stock (the “Voting Common Stock”); (b) TWENTY MILLION (20,000,000) shares of non-voting common stock (the “Non-Voting Common Stock” and together with the Voting Common Stock, the “Common Stock”; and (c) TEN MILLION (10,000,000) shares of preferred stock.

ARTICLE III

The amendment set forth in Article II above was adopted on [MONTH], [DAY], 2018.

ARTICLE IV

Pursuant to the requirements of Nebraska Revised Statutes Section 21-2, 155, the foregoing amendment was duly adopted pursuant to a resolution duly approved by the members of the Board of Directors do not intend to bring any other business beforeof the Annual MeetingCorporation as of ___________, 2018, and have no reason to believe that any will be presented toduly approved by the Annual Meeting. If, however, any other business should properly be presented toshareholders of the Annual Meeting, the proxies namedCorporation in the enclosed formmanner required by the Nebraska Model Business Corporation Act and by the Corporation's Articles.

[Signature on following page]

IN WITNESS WHEREOF, the undersigned, being the duly elected Chief Executive Officer of proxy will voteMidwest Holding Inc., does hereby certify, under penalties of perjury, that the proxies in accordance with their best judgment.facts hereinabove stated are truly set forth and, accordingly, such officer has hereunto set his hand as of __________, 2018.

MIDWEST HOLDING INC.

	BY ORDER OF THE BOARD OF DIRECTORS MIDWEST HOLDING INC.
By
	Mark A. Oliver Chief Executive Officer

Dated: April 29, 2016

16

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Mark A. Oliver, Chief Executive Officer

	IMPORTANT ANNUAL MEETING INFORMATION

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

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 November 13, 2018.

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 7, 2016.
		Vote by Internet
●	Go towww.envisionreports.com/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

Annual Meeting Proxy Card

1.

Election of Directors:

For

WithholdFor

ForWithhold

Withhold

For

WithholdFor

Withhold

For

Withhold

01 - Mark A. Oliver        Firman Leung

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02 - Dana Stapleton

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03 - Milton Tenopir

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04 - Steve Conner

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0502 - John T. Hompe

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06☐

03 - Jack Theeler

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04 - Dana Stapleton

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05 - Mark A. Oliver

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06 - Scott Morrison

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07 - Scott MorrisonSteve Conner

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08 - Kevin FederTodd Boeve

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Instruction 1: Holders of the Company’s voting common stock are entitled to vote for nominees 01, 02 and 03 above by cumulating their votes and casting them as described in Instruction 2. The holder of the Company’s Class C Preferred Stock is entitled to vote for and elect nominees 04, 05, 06, 07 and 08 above in the manner described in Instruction 2.
Instruction 2: Unless otherwise specified below, this proxy authorizes the proxies named on the reverse side to cumulate all votes that the undersigned holder of the Company’s voting common stock is entitled to cast at the Annual Meeting for nominees 01, 02 and 03, and to allocate such votes among, one or more of the three nominees as the proxies shall determine, in their sole and absolute discretion. The holders of the Company’s Class C Preferred Stock may cumulate and cast its votes for nominees 04, 05, 06, 07 and 08 in a similar fashion. To specify a different method of cumulative voting, write “Cumulative For” and the number of shares and the name(s) of the nominee(s) on this line: _______________________________________________________

2.

Instruction: To maximizeapprove an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of nominees electedauthorized shares of capital stock from 150,000,000 shares to 2,000,000,000, $0.001 par value, shares in order to increase the number of authorized shares of voting common stock from 120,000,000 shares to 1,970,000,000 shares with the Company’s Board of Directors, unless otherwise specified below, this proxy authorizes the proxies named on the reverse sideauthorized non-voting common stock to cumulate all votes that the undersigned is entitledremain at 20,000,000 shares and its authorized preferred stock to castremain at 10,000,000 shares.

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For

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Against

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Abstain

3.	To adjourn the Annual Meeting for, andif necessary or advisable or if necessary to allocate such votes among, one or morepermit further solicitation 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

For

Against

Abstain

2.

Approval of RSM US LLP as independent auditors for 2016.

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3.

Approval, on a non-binding advisory vote, of the executive compensation of the named executive officers of Midwest.

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1 Year

2 Years

3 Years

Abstain

4.

Say When on Pay - An advisory vote on the approval of the frequency of shareholder votes on executive compensation.

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5.

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:

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proxies.

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For

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Against

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Abstain

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, AS THE BOARD RECOMMENDS.

BB.	Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign BelowBelow.
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.

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.below		Signature 1 —– Please keep signature within the box.box		Signature 2 —– Please keep signature within the box.box
/               /

	02BMPI

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Dear Stockholder:Shareholder:

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 7, 2016.November 13, 2018.

Midwest Holding Inc.’s Proxy Statement and Annual Report areis available online at www.envisionreports.com/MDHatwww.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 THEPERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR 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 7, 2016NOVEMBER 13, 2018
Solicited on Behalf of the Board of Directors of the Company

The undersigned holder(s) of Common Stockvoting common stock of Midwest Holding Inc., a Nebraska corporation (the “Company”“Company”), hereby appoint(s) Mark Oliver and 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 Stockvoting common stock which the undersigned is (are) entitled to vote at the Annual Meeting of Shareholders of the Company to be held at The Lodge at Widerness Ridge, Bitterroot Rm, 1800 Wilderness Woods Place,Hilton Garden Inn Downtown Haymarket, 801 R. Street, Lincoln, NE 68512,68508, on Tuesday, June 7, 2016,November 13, 2018, 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 3 and 5 and3 Years for Proposal 4, 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 votedFORall of the three nominees listed in Proposal 1 andFOR Proposals 2 3 and 5 and3 Years for Proposal 4.3. 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 2016 Annual Meeting of Shareholders.

CC.	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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	IMPORTANT ANNUAL MEETING INFORMATION

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

▼PLEASEFOLD 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 3 and 5 and3 Years for Proposal 4.

1.

Election of Directors:

For

Withhold

For

Withhold

For

Withhold

01 - Mark A. Oliver

☐

☐

02 - Dana Stapleton

☐

☐

03 - Milton Tenopir

☐

☐

04 - Steve Conner

☐

☐

05 - John T. Hompe

☐

☐

06 - Jack Theeler

☐

☐

07 - Scott Morrison

☐

☐

08 - Kevin Feder

☐

☐

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

For

Against

Abstain

2.

Approval of RSM US LLP as independent auditors for 2016.

☐

☐

☐

3.

Approval, on a non-binding advisory vote, of the executive compensation of the named executive officers of Midwest.

☐

☐

☐

1 Year

2 Years

3 Years

Abstain

4.

Say When on Pay - An advisory vote on the approval of the frequency of shareholder votes on executive compensation.

☐

☐

☐

☐

5.

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:

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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.
/ /

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▼ PLEASE 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 7, 2016
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 The Lodge at Widerness Ridge, Bitterroot Rm, 1800 Wilderness Woods Place, Lincoln, NE 68512, on Tuesday, June 7, 2016, 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, 3 and 5 and3 Years for Proposal 4, 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 votedFORall of the nominees listed in Proposal 1 andFOR Proposals 2, 3 and 5 and3 Years for Proposal 4. 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 2016 Annual Meeting of Shareholders.

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