EXHIBIT 10(B)(26)


                               MARKETING AGREEMENT

THIS  MARKETING  AGREEMENT  ("Agreement")  is entered into and effective on this
15th day of November,  2002, by and between American National Insurance Company,
hereinafter  referred to as "American  National," an insurance company organized
under the laws of the state of Texas, and Legacy  Marketing  Group,  hereinafter
referred to as "LMG," a California corporation,  with reference to the following
facts:

WHEREAS,  LMG and  American  National  will enter into a certain  Administrative
Services  Agreement,  hereinafter  referred to as the  "Administrative  Services
Agreement,"  pursuant to which certain insurance  business is to be administered
by LMG.

WHEREAS,  the objective of this  Agreement is to provide an  arrangement to sell
certain policies ("Policies") of American National as specified in APPENDIX A of
this Agreement. The term "Policies," as used throughout this Agreement, shall be
deemed to encompass all policies,  certificates  and contracts  issued by LMG on
behalf of  American  National.  Furthermore,  the term  "Policyholder,"  as used
throughout  this  Agreement,  shall be deemed to encompass all contract  owners,
including policyholders and certificateholders.

WHEREAS, American National desires that LMG to recruit, provide product training
and appoint  Wholesalers and Producers in the sale of certain Policies issued by
American  National as specified in APPENDIX A.  Wholesalers  and  Producers  are
those  duly  licensed  insurance  agents  contracted  with LMG to sell  American
National products.

NOW,  THEREFORE,  in consideration of the foregoing recitals and mutual promises
hereinafter  contained  and  other  good  and  valuable  consideration,  LMG and
American National hereto do agree as follows:

1. APPOINTMENT OF LMG AND SCOPE OF AUTHORITY

1.1  American  National  hereby  authorizes  LMG to recruit and provide  product
training to Wholesalers,  (who in turn recruit and provide  product  training to
Producers  in their  downline)  and appoint  Wholesalers  and  Producers  in the
solicitation of the Policies in the geographic territory specified in APPENDIX A
(the "Territory").

1.2 It is  understood  and  agreed  that LMG is an  independent  contractor  and
nothing  herein  shall be construed  to create the  relationship  of employer or
employee between American  National and LMG or between American National and any
officer,  employee, agent or other associated person of LMG. Neither LMG nor any
Wholesaler  or Producer has  authority to incur any liability on behalf of or to
bind American  National in any way or change its rights,  duties or obligations,
except as may be set forth in this Agreement or in the  Administrative  Services
Agreement between American National and LMG.


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1.3 All  Wholesalers  and Producers who have been recruited and are appointed to
sell the  Policies  referenced  in  APPENDIX  A by LMG  shall be  identified  by
American  National as Wholesalers and Producers of LMG as to such Policies.  Any
and all  contracts  entered into by and between such  Wholesalers  and Producers
with respect to the Policies shall be coded through LMG and deemed agents of LMG
for  such  policies.   American  National  may  terminate  American   National's
appointment of any  Wholesalers  and Producers with prior written notice to LMG,
but may not otherwise  terminate,  recode, or otherwise disturb the relationship
between LMG and Wholesalers  and Producers  without the prior written consent of
LMG.

1.4 Any General  Agents and Agents for  American  National  who want to sell LMG
products will need to be contracted  with LMG to sell such  products.  Contracts
will include the American  National  hierarchy.  This will apply to the American
National  Agency  Divisions  and to any producer  relationships  gained  through
future American National  acquisitions.  On any sale of LMG products by American
National General Agents and Agents,  LMG will pay American  National the highest
agent hierarchy level commission.

1.5 LMG and American  National both agree not to solicit business not subject to
this  Agreement  through the other  party's  agency force  without prior written
approval of the other party.

1.6 Standard Life and Accident  ("Standard")  Producers who desire to sell ANICO
products  which are  proprietary  of LMG and LMG  Producers  who  desire to sell
Standard products shall adhere to the following procedures:

     (a)  Standard  Producers can market the ANICO  annuities and life insurance
          products that are proprietary to LMG.

     (b)  LMG Producers can market the Standard product line.

     (c)  If a Producer is contracted with LMG, he or she may also contract with
          Standard directly.

     (d)  If an American  National  shelf product is sold,  the structure  which
          first  appointed  the agent with  American  National  will receive the
          commission on the case.

     (e)  Standard  Producers  may  contract  with  LMG,  through  one of  LMG's
          Wholesalers,  to market LMG's proprietary  products through LMG's life
          insurance carrier relationships including, but not limited to American
          National.

1.7 Producers who are  contracted  with American  National  prior to contracting
with LMG shall adhere to the following procedures:

     (a)  If the Producer is a career/ordinary/multiple lines marketing Producer
          with  American  National,  then  this  Producer  is  considered  to be
          "captive."  If these  Producers  wish to sell any  products  available
          through LMG, they need to work back through their Regional Director at
          American National. It is up to the


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          Regional Director as to whether or not they will allow the Producer to
          work directly with an LMG  Wholesaler.  In the event that the Producer
          wishes to sell a product  of LMG's  from time to time they may want to
          consider using a Single Case Agreement for these infrequent sales.


     (b)  If the Producer is contracted  through the * they are free to contract
          directly with LMG through one of LMG's  Wholesalers.  These  Producers
          can sell LMG products without a release from the *.

     (c)  If the agent is contracted  through * the agent must receive a release
          from * in order to work directly with an LMG Wholesaler. Producers who
          are contracted  through * can sell LMG products.  These Producers must
          follow the same transfer  policy that LMG asks its own Wholesalers and
          Producers to abide by.



2. RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF AMERICAN NATIONAL

2.1 American National agrees to compensate LMG as follows:

     (a)  The amount of policy  commission  shall be as  specified in APPENDIX B
          and shown as Premium Commission and Fund Commission(s) One and Two.

     (b)  Premium  Commission  will be paid to LMG by American  National  within
          five (5) business days of the application of the premium.  The Premium
          Commission will be part of the weekly  commission  process and will be
          paid by American  National to LMG, by authorizing LMG to write a check
          to itself against the American National  Disbursement  account for the
          total weekly commission amount.

     (c)  Fund Commission One is based on month end Cash Value and shall be paid
          to LMG by American  National  within five (5) business days of receipt
          of LMG's report via wire transfer to an LMG bank account.

     (d)  Fund Commission Two will be paid to LMG by American  National  monthly
          on the  date on which  the  premium  was  effective  beginning  in the
          thirteenth month  thereafter.  Fund Commission Two will be part of the
          weekly  commission  process and will be paid by  American  National to
          LMG,  by  authorizing  LMG to  write a check  to  itself  against  the
          American National Disbursement account for the total weekly commission
          amount.


     (e)  The  marketing  allowance  of * of  commission  on first year  annuity
          premium,  single  premium whole life premium and first year  scheduled
          life premium  will be paid within five (5)  business  days of the date
          that a premium was applied to a policy by American  National  via wire
          transfer to an LMG bank account.



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2.2 American National reserves the right to withdraw its Policies from any state
or other  jurisdiction,  with 90 days written notice to LMG,  unless mandated by
any law,  regulation,  regulatory  agency or court of law to do so  immediately.
Furthermore,  such  notice  will not be  required  in the  event  that  American
National provides LMG with written  documentation  that failure to withdraw such
Policy will cause significant adverse financial impact to American National. LMG
and  American  National  may  mutually  agree in writing to withdraw  any Policy
without the required notice.

2.3 LMG agrees that the  compensation  payable  pursuant to Section 2.1 shall be
accepted by it as full  compensation  from  American  National for its marketing
services hereunder.

2.4  Section  2.1 of  this  Agreement  and  APPENDIX  B  will  provide  for  the
compensation  payable to LMG from American National.  APPENDIX B will be amended
by written  agreement  of LMG and  American  National  to conform  with each new
product specification as they are developed and finalized.

2.5 The commissions specified in APPENDIX B shall be modified whenever necessary
to conform to the legal requirements of any state.

2.6 American National shall be responsible for ensuring that its products listed
in APPENDIX A in its present  form,  or as amended,  comply with all  applicable
state, federal and local laws and regulations.

2.7 American  National  shall have sole  responsibility  for filing  advertising
materials and policy forms  pertaining to the business  underwritten by American
National, in those states that so require,  prior to approving their use by LMG.
*

2.8 American National shall immediately,  within five (5) business days, provide
LMG with written  notice of any change of authority  of persons  authorized  and
enumerated in APPENDIX E to provide LMG with instructions or directions relating
to services to be performed by LMG under this Agreement.

2.9 *

2.10 In the  event of  termination  under  Section  3.2(b) or  3.2(c),  American
National guarantees the commission payment due to Wholesalers and Producers (via
payment to LMG) to which they may become  entitled  after the effective  date of
termination  to the extent that American  National has not  previously  remitted
such commissions to LMG.


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2.11  Subject to American  National's  approval in writing in advance,  American
National shall be responsible for researching,  obtaining,  and the registration
of any service marks issued by the U.S. Patent and Trademark Office for use with
the products  developed by LMG and American  National,  and any costs associated
therewith.  American National grants to LMG a gratuitous  license for the use of
such marks on LMG and American National  proprietary  products.  Notwithstanding
the  foregoing,  LMG may  register  and own its own  marks  that  may be used on
products  underwritten  by American  National.  Further,  LMG grants to American
National  a  gratuitous  license  for the use of its  marks on LMG and  American
National proprietary products.


3. TERM, TERMINATION AND MODIFICATION OR AMENDMENT OF THIS AGREEMENT

3.1 Subject to termination as hereinafter provided,  this Agreement shall remain
in force and effect for a period of five (5) years,  the term of this Agreement.
This  Agreement  shall be renewed  for  successive  terms of one (1) year unless
terminated by either party as provided herein.

3.2 The termination of this Agreement is governed by the following provisions:

     (a)  American  National or LMG may terminate  this Agreement or any renewal
          thereof,  without cause,  upon twelve (12) months prior written notice
          to the other signed by authorized  personnel,  as provided in APPENDIX
          E.

     (b)  This  Agreement  may  be  terminated  by  mutual  agreement  of LMG or
          American  National at any time.  Such  termination  shall be signed by
          authorized personnel of both parties, as shown in APPENDIX E.

     (c)  If either  American  National  or LMG  shall  materially  breach  this
          Agreement or be materially in default in the performance of any of its
          duties and  obligations  hereunder (the defaulting  party),  the other
          party  shall give  written  notice  thereof,  as signed by  authorized
          personnel, as provided in APPENDIX E, to the defaulting party. If such
          default  or breach is not cured  within  ninety  (90) days  after such
          written notice is given, then the party giving such written notice may
          terminate  this  Agreement  with  thirty  (30)  days  notice  of  such
          termination to the defaulting party.

     (d)  Notwithstanding anything herein to the contrary,  American National or
          LMG may terminate this Agreement or any renewal  thereof,  with cause,
          immediately by written notice, as signed by authorized  personnel,  as
          provided in APPENDIX E, to the other.  Cause is defined as fraudulent,
          criminal,  unethical  activity or blatant  disregard for the terms and
          conditions of this Agreement.

     (e)  Termination  of this  Agreement  as a result of  default  or breach by
          American  National  shall not constitute a waiver of any rights of LMG
          in  reference  to  services   performed  prior  to  such  termination.
          Termination of this Agreement as a


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          result of  default or breach by LMG shall not  constitute  a waiver by
          American National of any rights under this Agreement.

     (f)  Termination  of  this  Agreement  does  not  affect  in  any  way  the
          Administrative Services Agreement.

3.3 This Agreement may be modified or amended at any time by mutual agreement of
the parties,  provided  such  modification  is in writing,  signed by authorized
personnel as provided in APPENDIX E of this Agreement.

3.4 Neither  party may assign or delegate  all or any part of its rights  and/or
duties  under this  Agreement  without  the  written  consent of the other party
signed by authorized personnel as shown in APPENDIX E.

4. RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF LMG

4.1 At all  times  during  the  term of  this  Agreement,  LMG (or the  licensed
individual  who is acting on behalf of LMG in such states that do not permit the
licensing of  corporations)  and all Wholesalers and Producers shall be properly
licensed  with each state or other  jurisdiction  and  properly  appointed  with
American  National  in each state or other  jurisdiction  within  the  Territory
before  engaging  in any  activity  which  under the laws of such state or other
jurisdiction makes such licensing necessary.  Without limiting the generality of
the foregoing,  all such  Wholesalers  and Producers shall at all times bear the
cost of maintaining all required licenses by any such state.

4.2 LMG will itself and will  communicate to each Wholesaler and Producer to use
only forms, applications,  advertising (as such term is generally defined by the
regulation of the state or other  jurisdiction  in which Policies  referenced in
APPENDIX  A are  solicited),  office  procedures,  guides  and rules  furnished,
authorized  or  promulgated  by  American  National  and in each  state or other
jurisdiction  where any Wholesalers and Producers solicit  Policies.  No written
advertising or sales  materials of any kind or recruiting  material  referencing
the Policies of American  National shall be authorized by LMG until after it has
been approved in writing by American  National.  LMG will provide such materials
with  sufficient  lead-time to allow  appropriate  review by American  National.
American  National will then use  commercially  reasonable  efforts to provide a
timely response within five (5) business days. No oral  presentation of any kind
shall be  authorized  by LMG which does not conform to  applicable  statutes and
regulations or which does not accurately reflect the terms and conditions of the
Policies being sold. All recruiting  practices of LMG's Wholesalers shall comply
with  all  applicable  laws,  ordinances,  and  regulations  of the  appropriate
authorities.  American  National shall be responsible for the maintenance of the
advertising  files and logs,  as  mandated  by  applicable  state  statutes  and
regulations.

4.3 LMG  shall  report  and  remit to  American  National  or to its  designated
servicing organization, all first-year or other premiums collected by LMG or its
Wholesalers or Producers, as specified in the Administrative Services Agreement.


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4.4 LMG is responsible for the payment to American  National of all monies which
LMG, or its  Wholesalers and Producers  collect on behalf of American  National.
However,  until American  National  receives all monies due, the same shall be a
debt  payable by LMG upon demand for which  American  National may at its option
offset with  commissions  otherwise due until such  liability is satisfied.  Any
indebtedness to American  National or its affiliates or subsidiaries  shall be a
first lien against monies otherwise due under this Agreement.

4.5 LMG, in performance of its marketing obligations and duties, will not itself
and will use its best efforts to prevent  Wholesalers  and Producers,  appointed
hereunder,  in the performance of their obligations and duties  hereunder,  from
doing any of the following:

     (a)  Enter into any agreement or incur any obligation on behalf of American
          National, except with its written permission:

          1.   bind American  National in its dealings with any  Wholesaler  and
               Producer or LMG employee, or

          2.   commit American National to

               (i)  pay any money to any such Wholesaler,  Producer or employee,
                    or

               (ii) a date that a payment will be made.

     (b)  Assign any compensation, other than commissions payable to Wholesalers
          or Producers,  payable  under it without the prior written  consent of
          American National.

     (c)  Solicit applications for American National in any manner prohibited by
          or inconsistent with the provisions of this Agreement or the rules and
          regulations as mutually  agreed by LMG and American  National,  now or
          hereafter in force.

     (d)  With respect to any Policy,

          1.   make any alterations,  modifications or endorsements or otherwise
               alter American National's obligations as stated in the Policy;

          2.   charge special rates or extend the time for paying premiums;

          3.   waive forfeitures;

          4.   deliver or allow the delivery of any policy or contract unless:

                    (i)  the  health  of the  person  or  persons  proposed  for
                         insurance is in  accordance  with  American  National's
                         requirements, and


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                    (ii) the first policy premium or payment amount  required by
                         American National rules and practices is paid in full;

          5.   approve  evidence  of  insurability  or bind or  commit  American
               National on any risk in any manner;

          6.   collect or receive any life insurance  premiums after the initial
               premium, except as may be required in the Administrative Services
               Agreement;

          7.   adjust or settle any claim;

          8.   retain any issued American  National policy not delivered  within
               thirty (30) days of issue.

     (e)  Initiate any civil or criminal  action or  proceeding,  whether or not
          brought in the name of American National, which may in any way involve
          or  affect  American   National,   its  affiliates,   their  business,
          operations,  or any Policy issued by American National,  as referenced
          in APPENDIX A. Nothing  herein shall be construed to limit LMG's right
          to initiate  any action or  proceeding  against  American  National to
          enforce any right of LMG.

     (f)  Use or authorize the use of any written, oral or visual communication,
          circular, advertisement or other publication:

               1.   bearing American  National's name, as advertising  matter or
                    otherwise,   except  with  the  prior  written  approval  of
                    American National; or

               2.   referring to any insurance  company tending to bring it into
                    disrepute.

     (g)  Knowingly or willfully  violate the insurance laws or the  regulations
          of the Insurance  Department of any State or any other jurisdiction in
          which LMG represents American National.

     (h)  Knowingly  or  willfully  misapply  funds of American  National or any
          other person or entity.

     (i)  Perpetrate any fraud against American  National or any other person or
          entity or embezzle funds of American National.

4.6 LMG shall provide  American  National ninety (90) days prior written request
if LMG desires to increase its fees or charges to American National or to change
the  manner of  payment  or to change  any other  provision  of this  Agreement.
American National must respond in writing to such request within sixty (60) days
of receipt. If LMG and American National do not agree to


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such changed fees, then no such change shall take place. In such an event, LMG's
only  remedy is to  withdraw  this  increase  and/or  terminate  this  Agreement
pursuant to 3.2(a).

4.7 LMG may rely on instructions of any person indicated on American  National's
"Schedule of Authorized  Personnel," attached hereto as APPENDIX E. Each of such
persons is  authorized to give  instructions  under this section with respect to
any matter arising in connection with this Agreement.

4.8 LMG shall cause each new Wholesaler and Producer to enter into Wholesaler or
Producer  Agreements in the form shown in APPENDIX C. LMG will provide  American
National  with copies of the  Wholesaler  or Producer  Agreement  whenever it is
changed.  Subject to American National's approval of the appointment process and
agent contracting criteria,  for those Wholesalers and Producers who satisfy the
agent contracting  criteria as mutually agreed to by LMG and American  National,
LMG shall file appointments of such Wholesalers and Producers in the appropriate
states'  insurance   departments  and  other  jurisdictions.   However,  if  any
appointment process or contracting  criteria is determined to be contrary to any
pertinent  statute or regulation,  American  National may modify the contracting
process or criteria to be in  compliance  with such statute or  regulation.  LMG
will report monthly to American National a list of current appointments,  adding
new appointments and terminations  from the list each month.  Consideration  for
such  appointments  and  terminations  is  provided  for in  the  Administrative
Services Agreement.

4.9 LMG shall produce sales of combined life and annuity  annualized  premium in
excess of *. In the event that the  aforementioned  production  requirements are
not attained by LMG,  American National may terminate this Agreement with twelve
(12) months written notice to LMG, signed by authorized  personnel,  as provided
in APPENDIX E.

4.10 In the event that any state insurance department withdraws or cancels LMG's
insurance  license (or the license of the  individual who is acting on behalf of
LMG in such states that do not permit the licensing of  corporations),  or right
to sell or conduct its business,  LMG will stop  marketing  activity  under this
Agreement  in that state and notify  American  National.  American  National may
terminate  the  authority  of LMG with regard to such  affected  Policies  which
termination   of  authority   shall  be  effective  on  the  same  date  as  the
effectiveness of the action of such state insurance department.

4.11 LMG will possess and maintain at all times errors and omissions coverage or
other appropriate  liability insurance in the states in which LMG does business.
Such  coverage  shall be in a minimum  amount * per  occurrence * aggregate in a
form acceptable to American National and underwritten by a company rated by A.M.
Best as A- or better. In addition,  each Wholesaler and Producer that is covered
by LMG's group plan who is appointed or renewed after April 1, 2003,  shall also
possess and maintain at all times errors and  omissions  coverage with a minimum
liability * per  occurrence * aggregate.  Commencing  on April 1, 2003,  current
Producers or Wholesalers who have errors and omission  coverage outside of LMG's
group plan will be required to have a minimum liability of *


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per  occurrence  *  aggregate  upon policy  renewal,  and in no event later than
January  1,  2004.  Such  coverage  shall be in a form  acceptable  to  American
National and underwritten by a company rated by A.M. Best as A- or better.


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RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF BOTH PARTIES

5.1 It is  acknowledged  by both  American  National  and LMG  that  certain  of
American National's  obligations  hereunder are to be performed by LMG, pursuant
to the Administrative Services Agreement between American National and LMG. This
does not relieve American  National of any of its duties and obligations  unless
the specific service is provided for in the Administrative  Services  Agreement,
including any subsequent amendments, whereby LMG has explicitly acknowledged the
responsibility of such service.

5.2 Each party  agrees  that it will not  knowingly  or  willingly,  directly or
indirectly,  at any time  during  the term of this  Agreement  or within two (2)
years  thereafter,  induce or attempt to induce  any policy  holder or  contract
holder of the other party to terminate,  reduce coverage, or replace any policy,
as referenced in APPENDIX A or otherwise  disturb the  relationship  between the
other party and any of its policy holders.

5.3 Each  party  agrees  that it will use  commercially  reasonable  efforts  to
prevent any Wholesaler and Producer,  directly or indirectly, at any time during
the term of this Agreement or within two (2) years thereafter,  from inducing or
attempting  to induce any  insurance  client of the other party to  terminate or
reduce coverage or replace any policy of insurance placed through the efforts of
the other party or otherwise  disturb the  relationship  between the other party
and any of its insurance clients.

5.4 LMG and  American  National  agree to inform the other of any changes to its
legal  structure,  and of any changes in its  officers or  partners.  Changes in
officers or partners may be satisfied  by making such  information  available on
the parties' website. LMG and American National agree to inform the other of any
material  changes or transfers of its stock or partnership  interests.  Material
changes shall be defined as a 20% or greater change in ownership.

5.5  Commission  debit balances on American  National  products sold through LMG
will be handled according to the following guidelines:

          (a)  *

          (b)  *

          (c)  *

          (d)  *


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          (e)  *

          (f)  *

          (g)  *

          (h)  *


6. PROPRIETARY, CONFIDENTIAL INFORMATION AND PRIVACY OF INFORMATION

6.1  Proprietary  and  Confidentiality.  Each party  acknowledges  that  certain
information  received  from the other  may be  proprietary  and/or  confidential
(referred  to  herein  as  "Confidential   Information")  in  nature.  All  such
Confidential  Information  shall be used by each party  solely for  purposes  of
soliciting insurance pursuant to this Agreement. Except as required by law or to
inform the  appropriate  party or its officers,  directors,  employees,  agents,
affiliates or contractors (collectively referred to herein as "Affiliates"), for
the purpose of  compliance  with or  negotiation  of or  performance  under this
Agreement,  neither party shall disclose the contents of this Agreement to third
parties (other than  Affiliates)  without the other's  written  approval,  which
shall not be unreasonably withheld or delayed.

6.2 Privacy. To protect Confidential  Information each party shall: (i) keep all
Confidential  Information  in strict  confidence;  (ii)  prevent  disclosure  of
Confidential  Information  to  third  parties  (except  for  Affiliates  with  a
need-to-know);  (iii) promptly notify the other of any loss or unauthorized  use
or disclosure of or access to Confidential Information; and (iv) promptly notify
the other  upon  receipt  of a request  or demand  pursuant  to law to  disclose
Confidential  Information,  so that the appropriate  party may seek a protective
order  or  similar  remedy.  For  the  purpose  of  this  Agreement,   the  term
"Confidential  Information"  shall not  include  information  that is: (a) in or
becomes  part of the  public  domain  other  than  pursuant  to a breach of this
Agreement;  (b) independently  developed;  (c) rightfully  obtained from a third
party without an obligation of confidentiality;  (d) known prior to date of this
Agreement without obligation of confidentiality; or (e) required to be disclosed
by legal or regulatory authority.

6.3 Non-Public Personal Information.  All capitalized terms used in this Section
6 and not otherwise  defined shall have the meanings  throughout  this Agreement
set forth in the Federal "Privacy of Consumer Financial Information"  Regulation
(12 CFR Part 40), as amended from


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time to time (the "Privacy  Regulation"),  issued pursuant to Section 504 of the
Gramm-Leach-Bliley  Act (15 U.S.C.  6801 et seq.). The parties  acknowledge that
the Privacy  Regulation governs  disclosures of Nonpublic  Personal  Information
about  Consumers and  Customers,  and that  Nonpublic  Personal  Information  is
included in the definition of "Confidential Information" in this Agreement. Each
party  hereby  agrees  that as the  party  receiving  or  maintaining  Nonpublic
Personal Information (the "Receiving Party") it shall:

     (a)  comply  with the  terms  and  provisions  of the  Privacy  Regulation,
          including,  without limitation,  the provisions regarding the sharing,
          collection,  access and use of  Nonpublic  Personal  Information,  the
          provisions  regarding  notice  and  opt-out   requirements,   and  the
          provisions  regarding the limitations on the sharing of account number
          information for marketing purposes;

     (b)  not disclose or use any Nonpublic Personal Information that it obtains
          from the other party (the "Disclosing  Party") except to carry out the
          purposes  for which  the  Disclosing  Party  provided  such  Nonpublic
          Personal Information;

     (c)  not make any changes to its security  measures that would increase the
          risk of unauthorized  access,  use or disclosure of Nonpublic Personal
          Information;

     (d)  not  disclose  any  Nonpublic  Personal  Information  provided  by the
          Disclosing  Party to any  other  entity,  without  the  prior  written
          consent of the Disclosing Party;

     (e)  at any  time,  upon the  Disclosing  Party's  request,  return  to the
          Disclosing  Party all of the  Disclosing  Party's  Nonpublic  Personal
          Information.  Neither party shall be under any  obligation to take any
          action,   which,  within  such  party's  reasonable  judgment,   would
          constitute  a violation  of the  Privacy  Regulation  or its  internal
          privacy policies;

     (f)  safeguard Nonpublic Personal  Information by maintaining  security and
          procedural standards that comply with state and federal regulations to
          protect against  unauthorized access, use or disclosure (or threatened
          access,  use  or  disclosure)  of  the  Disclosing  Party's  Nonpublic
          Personal Information.

6.4 Service Provider Agreements.  Each party agrees that when Nonpublic Personal
Information is provided to a  nonaffiliated  third party ("a Service  Provider")
who  performs  services  for or  functions  on  behalf of the  party,  including
marketing  of the party's own  products or  services,  or marketing of financial
products or services  pursuant to Joint  Agreements  between the party and other
Financial  Institutions,  such party  shall  disclose  to its  Consumers  and/or
Customers that (a) it will be providing such Nonpublic  Personal  Information to
the Service  Provider and (b) it has entered a  contractual  agreement  with the
Service   Provider   that   requires  the  Service   Provider  to  maintain  the
confidentiality of such Nonpublic Personal  Information  pursuant to the Privacy
Regulation.


                                  Page 13 of 28

<PAGE>

6.5 Other  Privacy  Regulations.  Each party  agrees  that  compliance  with the
Privacy  Regulation  does not  relieve  either  party of any of its  duties  and
obligations to comply with other applicable privacy laws,  statutes,  ordinances
or regulations of the appropriate authorities.

6.6 Remedies.  The Receiving Party agrees that (a) any unauthorized  access, use
or disclosure  (or  threatened  unauthorized  access,  use or disclosure) of the
Disclosing  Party's  Nonpublic   Personal   Information  or  other  Confidential
Information,  (b) other violation of the Privacy Regulation, or (c) violation of
other applicable privacy  regulations,  may cause immediate and irreparable harm
to the  Disclosing  Party for which money damages may not constitute an adequate
remedy. In that event, each party agrees that injunctive relief may be warranted
in addition to any other  remedies the  Disclosing  Party may have. In addition,
the Receiving Party agrees promptly to advise the Disclosing Party in writing of
any  unauthorized   misappropriation,   disclosure  or  use  by  any  person  of
Confidential  Information  (including,  without  limitation,  Nonpublic Personal
Information)  which may come to its  attention  and to take all steps at its own
expense reasonably requested by the Disclosing Party to limit, stop or otherwise
remedy such misappropriation, disclosure or use.

7. VESTING OF RENEWAL COMMISSIONS

7.1 LMG, its successors,  executors,  assigns, or administrators is vested as to
the first year and  renewal  commissions  and,  as provided in APPENDIX B, shall
continue to receive  renewal  commissions  on  premiums on Policies  received by
American National.

8. BONUS ARRANGEMENT

8.1 As long as this Agreement remains in effect,  an annuity bonus  arrangement,
calculated  as specified in APPENDIX D, will be payable by American  National to
LMG, if earned.

8.2 As long as this  Agreement  remains  in effect,  a life  bonus  arrangement,
calculated  as specified in APPENDIX D, will be payable by American  National to
LMG, if earned.

9. NON-COMPETE PROVISION

9.1 *

9.2 *

9.3 LMG and American  National  will  jointly  develop  proprietary  products as
mutually agreed upon.  Neither LMG nor American National are obligated to pursue
the development of such products.


                                  Page 14 of 28

<PAGE>

10. GENERAL PROVISIONS

10.1 The parties  agree that this  Agreement  is an honorable  undertaking,  and
agree to cooperate each with the other in carrying out its provisions.

10.2 Each party will cause its employees and  Wholesalers and Producers to, upon
receipt of any summons or other notice of suit or regulatory  authority  inquiry
wherein  the  other  party  is  named in any  manner,  forward  any and all such
documents  within  twenty-four (24) hours to the attention of the other party by
facsimile, overnight mail, or overnight courier.

10.3 The  waiver of any  breach  of any  term,  covenant  or  condition  of this
Agreement  shall not be deemed a waiver of any subsequent  breach of the same or
any other term, covenant,  or condition.  No term, covenant or condition of this
Agreement  shall be deemed to have been waived  unless such waiver is in writing
signed by the party charged therewith.

10.4 For any  notice  under  this  Agreement,  notice  shall be  sufficient  and
effective  five (5)  business  days  after  deposit  in the U.S.  Mail,  postage
prepaid,  registered or certified,  return receipt requested, or upon receipt if
delivered  personally  or by a nationally  recognized  overnight  carrier.  Such
notice shall be directed as follows:

To LMG:                    Legacy Marketing Group
                           Lynda Regan, Chief Executive Officer
                           Preston Pitts, President
                           2090 Marina Avenue
                           Petaluma, California 94954

With copy to:              Stokes Lazarus Carmichael LLP
                           80 Peachtree Park Drive, N.E.
                           Atlanta, Georgia 30309

To American National:      American National Insurance Company
                           Richard Ferdinandtsen, President and Chief
                           Operating Officer
                           Kelly Wainscott, Vice President,
                           Independent Marketing
                           David Behrens, Executive Vice President,
                           Independent Marketing
                           One Moody Plaza
                           Galveston, Texas 77550-7999

With copy to:              Frederick E. Black, Greer, Herz and Adams LLP
                           One Moody Plaza, 18th Floor
                           Galveston, Texas 77550-7999

10.5 If any clause,  paragraph,  term or  provision of this  Agreement  shall be
found to be void or unenforceable by any court of competent  jurisdiction,  such
finding  shall  have no  effect  upon any  other  clause,  paragraph,  term,  or
provision of this Agreement, and same shall be given full force and effect.


                                  Page 15 of 28

<PAGE>

10.6 Each party  expressly  represents and warrants that it has the authority to
enter  into  this  Agreement  and that it is not or will not be,  by  virtue  of
entering into this Agreement or otherwise, in breach of any other agreement with
any other insurance  company,  association,  firm,  person or corporation.  Each
party  warrants  that  the  other  party  will  be  free  from  interference  or
disturbance in its use of all products,  advertising,  marketing  techniques and
all information provided by the originating party.

10.7 This Agreement shall be binding upon the successors and assigns of American
National as well as upon LMG's successors and permissive assigns.

10.8 The persons  signing this Agreement on behalf of American  National and LMG
warrant,  covenant  and  represent  that they are  authorized  to  execute  this
Agreement  on  behalf  of  such  corporations  pursuant  to  their  bylaws  or a
resolution of their board of directors.

10.9 This  Agreement,  including  APPENDICES A, B, C, D and E and the provisions
hereof,  and the  Administrative  Services  Agreement into constitute the entire
agreement of the parties.  No modification hereof shall be binding upon American
National  or LMG unless such  amendment  is in writing and signed by officers of
American  National and LMG. The  Agreement  shall be governed by the laws of the
State of Texas. Any similar  agreement signed prior to the execution dates below
is null and void and abrogated hereby.  No change,  waiver or discharge shall be
valid unless in writing, and signed by an authorized representative of the party
against whom such change, waiver or discharge is sought to be enforced. No delay
or omission by either  party to  exercise  any right or power shall  impair such
right or power or be construed as a waiver. A waiver by either of the parties of
any of the  covenants  to be  performed  by the other or any breach shall not be
construed to be a waiver of any succeeding breach or any other covenant.

10.10 *

10.11 In no event and under no  circumstances  shall  either  party  under  this
Agreement be liable to the other party under any provision of this Agreement for
lost profits or for exemplary,  speculative,  special, punitive or consequential
damages.

10.12 Each party shall be excused from performance for any reasonable period and
to the extent that the party is prevented from performing any services, in whole
or in  part,  as a  result  of  delays  caused  by an act  of  God,  war,  civil
disturbance,  court  order,  labor  dispute,  or other cause beyond that party's
reasonable  control,  including  failures or fluctuations  in electrical  power,
heat,  light,  air  conditioning  or   telecommunications   equipment  and  such
non-performance shall not be a default or a ground for termination.


                                  Page 16 of 28

<PAGE>

10.13 Any claim or dispute arising out of or relating to this Agreement,  or any
breach  thereof,  shall be finally  determined  and settled  pursuant to binding
arbitration  in  Houston,  Texas,  by one  arbitrator,  to be agreed upon by the
parties.  The  arbitrator  shall be an attorney  licensed to practice law in the
state of Texas.  Should the  parties  fail to agree on an  arbitrator  then each
party  shall  appoint  one  arbitrator  who shall  then agree to appoint a third
arbitrator.  In such an event, the first two arbitrators will not be required to
participate  and the final  arbitrator  may  conduct the  arbitration  as a sole
arbitrator.   Should  one  party  fail  to  appoint  an   arbitrator  as  herein
contemplated then the choice of the other party shall be the sole arbitrator. If
the two  arbitrators  appointed  by or on behalf of the parties as  contemplated
herein fail to appoint a third arbitrator within ten (10) days after the date of
the  appointment of the last  arbitrator,  then any person sitting as a District
Judge in Houston,  Texas,  upon  application  of either party,  shall appoint an
arbitrator  to fill such  position with the same force and effect as though such
arbitrator had been appointed or herein contemplated.

The  arbitration  proceeding  shall  apply the laws of the state of Texas and be
conducted in accordance  with the Commercial  Arbitration  Rules of the American
Arbitration  Association.  The cost of  arbitration  (exclusive of attending the
arbitration,  and of the fees and expenses of legal counsel to such party, to be
borne by each party) shall be shared equally by American National and LMG unless
such arbitrator  deems it just to allow one party to recover such costs from the
other.  The  arbitration  award shall be final and  conclusive and shall receive
recognition  and  judgment  upon such award may be entered  and  enforced in any
court of competent jurisdiction.

10.14 LMG hereby indemnifies and holds harmless American National, its officers,
directors,  employees  and  representatives  from any and all  claims,  damages,
expenses,  liabilities,  losses,  causes of action,  costs and  obligations,  of
whatever kind or nature, whether joint and several or otherwise (including,  but
not limited to,  attorneys'  fees and expenses and amounts paid in settlement of
any claims or liabilities) to any third party,  arising out of LMG's  fraudulent
or negligent  act(s) or  omission(s);  LMG's failure to comply with the terms of
this Agreement;  LMG's failure to comply with any law or regulation with respect
to its duties  hereunder  except that LMG shall not be required to  indemnify or
hold  harmless  American  National  for any act or  omission  of LMG  which  was
directed  orally or in writing by  American  National,  or  required by American
National under the Agreement.

American  National  hereby  indemnifies  and holds  harmless  LMG, its officers,
directors,  employees  and  representatives  from any and all  claims,  damages,
expenses,  liabilities,  losses,  causes of action,  costs and  obligations,  of
whatever kind or nature, whether joint and several or otherwise (including,  but
not limited to,  attorneys'  fees and expenses and amounts paid in settlement of
any  claims  or  liabilities)  to any  third  party,  arising  out  of  American
National's  fraudulent or negligent act(s) or omission(s);  American  National's
failure to comply with the terms of this Agreement;  American National's failure
to comply with any law or regulation with respect to its duties  hereunder;  and
any  actions or  omissions  of LMG which were  directed  orally or in writing by
American National, or required by American National under the Agreement.

Without in any way limiting the above reciprocal  indemnifications,  the parties
hereto expressly agree that neither party shall be prohibited under this section
from seeking such indemnification on the


                                  Page 17 of 28

<PAGE>

basis that such party seeking  indemnification  is itself  negligent.  Provided,
however, that no party shall be liable for that portion of the claims,  damages,
liabilities,  losses or causes of action  resulting  from the  negligence of the
other party, or resulting from the negligence of any third party, whether or not
such third party is named in the lawsuit.

In lawsuits  brought  against both parties by a third party,  the parties  agree
that each shall work  together in a good faith effort to defend  against  and/or
settle such lawsuits  brought by a third party. In lawsuits  brought against one
but not both  parties,  to the extent  practicable,  all efforts will be made to
defend or settle the claim  with such third  party  without  bringing  the other
party into the initial lawsuit. In any case, each party shall assert and protect
all  mutual  privileges  of  one  another,  including  but  not  limited  to the
attorney-client  privilege,  the joint defense privilege,  and the attorney work
product privilege.  Notwithstanding the foregoing,  nothing herein shall prevent
LMG or American National from seeking  indemnification from the other party in a
separate  arbitration or other  proceeding  without the constraints of the joint
defense privilege or joint attorney work product privilege.

The parties hereto  expressly agree that, prior to the institution of any action
or the filing of any claim against one another  under this section,  the parties
will  confer  directly  in good  faith to resolve  any  disputes.  For  American
National,  such  discussions  shall  involve  * or *,  or  their  successors  or
designees.  For LMG, such discussions shall involve Lynda Regan, Chief Executive
Officer, or Preston Pitts, President, or their successors or designees.

10.15 SURVIVAL:  Sections 4.4, 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 7, 10.12, 10.13 and
10.14 shall survive the termination of this Agreement.






               {Remainder of this page intentionally left blank.}



                                  Page 18 of 28

<PAGE>

Any similar agreement signed prior to the execution dates below is null and void
and abrogated hereby.

IN WITNESS HEREOF, the parties hereto have executed this Agreement.



         LEGACY MARKETING GROUP


         By: /s/ R. Preston Pitts

         Title: President

         Witness: /s/ Lynn Laub

         Date: November 15, 2002




         AMERICAN NATIONAL INSURANCE COMPANY


         By: /s Kelly M. Wainscott

         Title: Vice President

         Witness: /s/ Jynx Yucra

         Date: November 15, 2002



                                  Page 19 of 28

<PAGE>

                                   APPENDIX A

GEOGRAPHIC TERRITORY:
The District of Columbia and all states other than New York and Alabama.

Products


*

1.       *
2.       *
3.       *
4.       *
5.       *
6.       *
7.       *


*

1.       *
2.       *
3.       *
4.       *
5.       *
6.       *
7.       *
8.       *
9.       *


*

1.       *
2.       *


Riders


1.       *
         1.       *
         2.       *
         3.       *
         4.       *
         5.       *
         6.       *
         7.       *



                                  Page 20 of 28

<PAGE>

         8.       *


2.       *
         1.       *
         2.       *
         3.       *



                                  Page 21 of 28

<PAGE>

                                   APPENDIX B


Legacy Marketing Group's Base Compensation Schedule
* Product Line


Compensation to LMG shall equal * of the following tables:

I.       *



1. Premium and Trailer Commission


Premium Band #1:  Premium *

                       *            *            *            *         *
*
     *                    *            *            *            *         *
     *                    *            *            *            *         *
     *                    *            *            *            *         *

*
     *                    *            *            *            *         *
     *                    *            *            *            *         *
     *                    *            *            *            *         *

*
     *                    *            *            *            *         *
     *                    *            *            *            *         *
     *                    *            *            *            *         *

--------------------
1*
2*
3*


                                  Page 22 of 28

<PAGE>

Premium Band #2:  Premium *

                       *            *            *            *         *
*
     *                    *            *            *            *         *
     *                    *            *            *            *         *
     *                    *            *            *            *         *

*
     *                    *            *            *            *         *
     *                    *            *            *            *         *
     *                    *            *            *            *         *

*
     *                    *            *            *            *         *
     *                    *            *            *            *         *
     *                    *            *            *            *         *


Premium Band #3:  Premium *

                       *            *            *            *         *
*
     *                    *            *            *            *         *
     *                    *            *            *            *         *
     *                    *            *            *            *         *

*
     *                    *            *            *            *         *
     *                    *            *            *            *         *
     *                    *            *            *            *         *

*
     *                    *            *            *            *         *
     *                    *            *            *            *         *
     *                    *            *            *            *         *


2.   * is a * annual  trailer  on the  inforce  cash  value  and is due  monthly
     starting  at the end of the first  month  after the  certificate  effective
     date.


                                  Page 23 of 28

<PAGE>

<TABLE>
<CAPTION>
<S>            <C>                <C>              <C>                <C>              <C>
-------------- ------------------ ---------------- ------------------ ---------------- -----------------
                 *                                   *                                   *
                                   *                                   *
-------------- ------------------ ---------------- ------------------ ---------------- -----------------
*                         *                  *                *                  *              *
-------------- ------------------ ---------------- ------------------ ---------------- -----------------
*                         *                  *                *                  *              *
-------------- ------------------ ---------------- ------------------ ---------------- -----------------
*
                          *                  *                *                  *              *
-------------- ------------------ ---------------- ------------------ ---------------- -----------------
*                         *                  *                *                  *              *
-------------- ------------------ ---------------- ------------------ ---------------- -----------------
</TABLE>







--------------------------
1*
2*
3*
4*


                                  Page 24 of 28

<PAGE>


                                   APPENDIX C

Legacy Marketing Group: Wholesaler and Producer Agreement(s) (To be inserted)




                                  Page 25 of 28

<PAGE>

                                   APPENDIX D

BONUS AGREEMENT


*


                                  Page 26 of 28

<PAGE>


*

                                  Page 27 of 28

<PAGE>


                                   APPENDIX E

                              AUTHORIZED PERSONNEL

REPRESENTING AMERICAN NATIONAL

Name                                  Title                           Function


*                                   *                                  *
*                                   *                                  *


*                                   *                                  *

*                                   *                                  *


*                                   *                                  *

*                                   *                                  *


REPRESENTING LMG

Name                        Title                                Function

Preston Pitts               President                            Overall

Steve Taylor                Chief Financial Officer              Finance

Lynda Regan                 Chief Executive Officer              Overall


Don Dady                    Vice President of                    Marketing
Marketing



                                  Page 28 of 28