Exhibit 10.8









Exhibit 10.8




AMENDMENT NUMBER 4

AMERICAN NATIONAL INSURANCE COMPANY NON-QUALIFIED

RETIREMENT PLAN




This Amendment Number 4 (“Amendment”) to the American National Insurance Company Non-Qualified
Retirement Plan (the “Plan”) is made this 31st day of March, 2010 by American National
Insurance Company (the “Employer”).




W I T N E S S E T H:




WHEREAS, the Employer maintains the Plan;



WHEREAS, the Board of Directors (the “Board”) of the Employer desires that for the purposes of
calculating benefits the amounts of any remuneration in the form of Restricted Stock Units be
excluded, and,



WHEREAS, the Plan may be amended by the Board of Directors of the Employer pursuant to Section
6.2 of the Plan, and



WHEREAS, the Board authorized this Amendment to the Plan at their meeting of February 25,
2010.



NOW, THEREFORE, the Plan is hereby amended as follows, effective as of January 1, 2010:




	1.	 	Article 4.1 of the Plan is deleted in its entirety and replaced with the following revised
Article 4.1:





“4.1 Normal Retirement Benefit




“The benefit to be paid pursuant to this Plan to a Participant who retires at his Normal
Retirement Date shall be equal to:




“(a) the benefit which would have been payable at the Participant’s Normal Retirement
Date under the Qualified Plan, based upon its terms as in effect at such Normal Retirement
Date, with the following adjustments: (i) without regard to limitations applicable under
Code Sections 401(a)(17) and 415, (ii) without taking into account any minimum benefit
provision that existed as Section 5.1(b) of the Qualified Plan as effective on June 1, 1985,
and as it may subsequently be amended, and (iii) including Special Service; less




“(b) the benefit which actually becomes payable under the terms of the Qualified Plan
at the Participant’s Normal Retirement Date.



“The foregoing benefit shall be payable as of the Participant’s Normal Retirement Date, in
accordance with Article V hereof as to form and duration of payment.



“In-service Retirement Benefits may be provided hereunder to the Chairman of the Board or
Chief Operating Officer only, commencing at a date of his election (subsequent to his attainment of
age 65). In that case, accrual of additional benefits on account of increase in average annual
compensation or credited benefit service, after the commencement of the in-service benefits, shall
also be calculated and credited monthly, and shall increase the total benefits paid thereafter.



“Additional benefits shall be provided hereunder when calculating benefits under Articles 4.1(a),
4.2(a), 4.3(a), or 4.4(a) for the Chairman of the Board or Chief Operating Officer only, by waiving
the 35 year cap on credited benefit service continued in Section 5.1 of the Qualified Plan,
(supplemental schedule 1). Up to 45 years maximum benefit service shall be granted.



 


 









 








“Provided, however, for purposes of calculating benefits to be paid pursuant to the Plan, the
amounts of any remuneration in the form of:





	 	“(i)	 	 income resulting from grants of Restricted Stocks, Restricted Stock Units, or
Stock Appreciation Rights on or after July 25, 2002 pursuant to the American National
Insurance Company 1999 Stock and Incentive Plan, other than dividends paid on
Restricted Stock prior to the vesting thereof; and






	 	“(ii)	 	 in-service payments under this Plan or any other tax-qualified or
non-qualified employee benefit plan





shall be excluded.”




Except as amended and modified by the Amendment, all other terms of the Plan shall remain
unchanged.




IN WITNESS WHEREOF, the Amendment has been executed the day and year first above written.




	 	 	 	 	 
	 	AMERICAN NATIONAL INSURANCE COMPANY

 	 
	 	 	 
	 	G.  Richard Ferdinandtsen 	 
	 	President, Chief Operating Officer