(e) **Corporate Acts****.**The existence of the Restricted Stock Units shall not affect inany way the right or power of the Company to make or authorize any adjustment, recapitalization,reorganization or other change in the Company’s capital structure or its business, any merger orconsolidation of the Company, any issue of debt or equity securities, the dissolution orliquidation of the Company or any sale, lease, exchange or other disposition of all or any part ofits assets or business or any other corporate act or proceeding. The prohibitions of Section 2(a)hereof shall not apply to the transfer of Restricted Stock Units pursuant to a plan ofreorganization of the Company, but the stock, securities or other property received in exchangetherefor shall also become subject to the Forfeiture Restrictions and provisions governing thelapsing of such Forfeiture Restrictions applicable to the original Restricted Stock Units for allpurposes of this Agreement and the certificates representing such stock, securities or otherproperty shall be legended to show such restrictions.3. **Securities Regulation**. If requested to do so by the Company, the Officer willexecute and deliver to the Company in writing an agreement containing such provisions as theCompany may require to assure compliance with applicable securities laws.The Officer agrees that the Restricted Stock Units and any Shares subsequently issued arebeing acquired by the Officer for investment without a view to distribution, within the meaning ofthe Securities Act of 1933 (the “Act”), and shall not be offered, sold, transferred, assigned,pledged or hypothecated in the absence of an effective registration statement under the Act andapplicable state securities laws or an applicable exemption from the registration requirements ofthe Act and applicable state securities laws. The Officer also agrees not to sell or otherwisedispose of the Restricted Stock Units or the Shares in any manner which would constitute aviolation of any applicable federal or state securities laws.In addition, the Officer agrees that (i) any certificates representing the Restricted StockUnits or the Shares may bear such legend or legends as the Company deems appropriate in order toreflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (ii)the Company may refuse to register the transfer of the Restricted Stock Units or the Shares if thetransfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of theCompany’s counsel, any applicable securities law, and (iii) the Company may give relatedinstructions to its transfer agent, if any, to stop registration of the transfer of the RestrictedStock Units and the Shares.4. **Employment Relationship****.**For purposes of this Agreement, the Officer shall beconsidered to be in the employment of the Company as long as the Officer remains an officer ofeither the Company, a parent or subsidiary corporation of the Company or any successor corporation.Any question as to whether and when there has been a termination of such employment, and the causeof such termination, shall be determined by the Company, and its determination shall be final.5. **Notices**. Any notices or other communications provided for in this Agreement shallbe sufficient if in writing. In the case of the Officer, such notices or communications shall beeffectively delivered if hand delivered to the Officer at his principal place of employment or ifsent by registered or certified mail to the Officer at the last address he has filed with theCompany. In the case of the Company, such notices or communications shall be effectively deliveredif sent by registered or certified mail to the Company at its principal executive offices.6. **Construction and Administration**. The Board of Directors of the Company has thepower to construe the Plan and this Agreement and to prescribe such rules and regulations relatingthereto as it may deem advisable. The Board of Directors of the Company also has the authority, inthe exercise of its sole and exclusive discretion, to correct any defect or supply any omission orreconcile any inconsistency in this Agreement or in the Plan in the manner and to the extent itshall deem appropriate. The determinations and actions of the Board of Directors shall beconclusive.7. **Plan Summary & Prospectus****.**The Officer acknowledges receipt of a Plan Summary &Prospectus. The Officer agrees that the Company shall have the right, from time to time, to reviseand amend the Plan Summary & Prospectus in the Company’s sole and absolute discretion.8. **Binding Effect**. This Agreement shall be binding upon and inure to the benefit ofany successors to the Company and all persons lawfully claiming under the Officer.
 
 

 
9. **Controlling Law****. This Agreement shall be governed by, and construed in accordancewith, the laws of the State of Texas.****IN WITNESS WHEREOF**, the Company has caused this Agreement to be duly executed by an officerthereunto duly authorized, and the Officer has executed this Agreement, all as of the date firstabove written.         **AMERICAN NATIONAL INSURANCE COMPANY**           **By:**         **G. Richard Ferdinandtsen**      **President, Chief Operating Officer**                **[**___**], Officer**