exhibit10cm.htm


    EXHIBIT
10(cm)

    National Western Life
Insurance Company

    2010 OFFICER BONUS
PROGRAM

    


    


    This 2010
Officer Bonus Program (the “Program”) is designed to reward eligible Officers
(excludes CEO, President & COO, Domestic Marketing Officers, and
International Marketing Officers) of National Western Life Insurance Company
(the “Company”) for their performance in assisting the Company in achieving
pre-determined sales targets while managing to profit criteria.  The
Program is adopted by the Compensation and Stock Option Committee of the Board
of Directors of the Company (the “Committee”) on December 16, 2009.A Senior Vice
President, Vice President, or Assistant Vice President of the Company who is
designated by the Committee as a participant in the Program (a “Participant”)
shall be eligible to receive a bonus hereunder.

     

    The Plan
incorporates three measurable performance factors: (1) Company sales, which are
defined as net placed annualized target premium for Life business and as total
placed premium for Annuity business, (2) Company expense management, and (3)
overall Company profitability.  The bonus percentages included in the
tables below pertain to Participants who are eligible officers at the Senior
Vice President level and higher.  The bonus percentages for
Participants who are Vice Presidents are determined using one-half of the bonus
percentages shown for Senior Vice Presidents.  The bonus percentages
for Participants who are Assistant Vice Presidents are determined by using one-fourth of the
bonus percentages shown for Senior Vice Presidents.

     

    Each of
the above performance factors will have an assigned target level for purposes of
the Program.  Assuming a “par” performance (i.e., achieving each
target level), the weighting of the bonus percentage (applied to Base Salary (as
defined below)) is 7.5% for sales performance, 7.5% for expense management
performance, and 15% for profitability, for an overall par bonus percentage of
30% for Senior Vice Presidents.  Actual results compared to the
targets can either increase or decrease each of these individual percentages as
explained in the following sections.  However, the total bonus
percentage cannot exceed 30% for Senior Vice Presidents, 15% for Vice Presidents
and 7.5% for Assistant Vice Presidents.  For purposes of the Program,
the Base Salary of each Participant is his annual base salary for 2010 (prorated
for Participants who are not employed by the Company for the entire 2010
performance period from January 1, 2010 through December 31, 2010) as certified
by the Committee in its sole discretion.

     

    Company
Sales Component:

     

    The sales
component of the Program is further subdivided between Life production and
Annuity production.  For 2010, the bonus sales goals for each line of
business of the Company are:

     

    -    International
Life -- $27,400,000 net placed annualized target premium

    -    Domestic
Life -- $4,500,000 net placed annualized target premium

    -    Annuities
-- $720,000,000 total placed premium

     


    
      
        
           

        

         


      

      
        
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    The
Company’s New Business Market Summary Report (NWAR60) will be the source of
sales results for purposes of this Program.  The bonus percentage
corresponding with each sales production levels achieved in 2010 will be applied
to 100% of the Participant’s Base Salary in accordance with the following
grid:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Intl
      Life

                                    	
                                      Bonus

                                    	
                                      Domestic
      Life

                                    	
                                      Bonus

                                    	
                                      Annuities
      Placed

                                    	
                                      Bonus

                                    
	
                                      Placed
      Target

                                    	
                                      %*

                                    	
                                      Placed
      Target (1)

                                    	
                                      %*

                                    	
                                      Premium

                                    	
                                      %*

                                    
	
                                      $22,900,000

                                    	
                                      2.00%

                                    	
                                      $3,800,000

                                    	
                                      2.00%

                                    	
                                      $609,000,000

                                    	
                                      2.00%

                                    
	
                                      $24,900,000

                                    	
                                      2.25%

                                    	
                                      $4,100,000

                                    	
                                      2.25%

                                    	
                                      $662,000,000

                                    	
                                      2.25%

                                    
	
                                      $27,400,000

                                    	
                                      2.50%

                                    	
                                      $4,500,000

                                    	
                                      2.50%

                                    	
                                      $720,000,000

                                    	
                                      2.50%

                                    
	
                                      $29,600,000

                                    	
                                      2.75%

                                    	
                                      $4,900,000

                                    	
                                      2.75%

                                    	
                                      $778,000,000

                                    	
                                      2.75%

                                    
	
                                      $32,000,000

                                    	
                                      3.00%

                                    	
                                      $5,300,000

                                    	
                                      3.00%

                                    	
                                      $840,000,000

                                    	
                                      3.00%

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    (1)
Includes California 1st year
premium.

    


    * Reduce
by one-half for Participants who are Vice Presidents and by one-fourth for
Participants who are Assistant Vice Presidents.

    


    The level
shaded in gray represents the Company’s sales goals for each segment for
purposes of the bonus Program and represents the par performance
level.  If the actual results attain this level, the Participant would
be eligible to receive a bonus of 7.5% (2.5% for each line of business) of Base
Salary.  If net placed annualized target premium or total placed
premium, as applicable, for a segment is below the lowest target amount for that
segment, no bonus percentage will be earned for that segment.  The
bonus percentage shown for each specified amount of net placed annualized target
premium or total placed premium, as applicable, applies if actual performance is
equal to or greater than the amount shown and, except for the last level, is
less than the amount shown for the next level.

     

    Company Expense Management
Component:

     

    The
expense component of the Program is based upon a ratio of actual Company
expenses to a sales unit of production for 2010.  For purposes of this
ratio, the sales unit of production will be based upon target premium for
2010.  Annuity sales target premium will be assumed to be equal to
7.5% of total placed annuity premium for 2010.

     


    
      
        
           

        

         


      

      
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    Assuming
“par” sales goals of $27.4 million in International Life sales, $4.5 million in
Domestic Life sales (including California 1st year
premium), and $720 million in total annuity sales, the par sales production for
purposes of the expense management component is $85.9 million (i.e., $27.4
million plus $4.5 million plus (7.5% of $720 million)).  The submitted
expense budget for 2010 based upon these sales goals is approximately $52.0
million.  Accordingly, the par ratio of expenses to sales production
for 2010 is approximately 60%.  Based upon this relationship, the
bonus percentage corresponding with the actual expense to sales ratio achieved
in 2010 will be applied to 100% of each Participant’s Base Salary in accordance
with the following grid:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Expense/Sales
      Ratio

                                  	
                                    Bonus
      %*

                                  
	
                                    More
      than 66%

                                  	
                                    0.00%

                                  
	
                                    63%
      to 66%

                                  	
                                    5.50%

                                  
	
                                    60%
      to 63%

                                  	
                                    6.50%

                                  
	
                                    57%
      to 60%

                                  	
                                    7.50%

                                  
	
                                    54%
      to 57%

                                  	
                                    8.50%

                                  
	
                                    Less
      than  54%

                                  	
                                    9.50%

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    * Reduce
by one-half for Participants who are Vice Presidents and one-fourth for
Participants who are Assistant Vice Presidents.

    


    For
purposes of the expense component, bonuses under this Program, the Officer
Bonus Program and marketing bonuses under the Company’s Domestic Marketing
Officer Bonus Program and International Marketing Officer Bonus Program will be
excluded.  In addition, special consideration may be given at the
discretion of the Committee for items of an unusual and/or non-recurring nature
(e.g., excess pension contributions) that are beyond the control of Company
management.  If the actual expense to sales ratio exceeds the highest
level shown (66%), no bonus percentage will be earned.  The bonus
percentage shown for each specified expense to sales ratio applies if the actual
expense to sales ratio is equal to or less than the amount shown and, except for
the last level, is greater than the amount shown for the next
level.

     

    Company Profitability
Component:

     

    The
profitability component of the Program is based upon the Company’s GAAP
operating earnings for 2010 as a percentage of the Company’s beginning GAAP
stockholders’ equity for 2010.  For this purpose, GAAP operating
earnings are net of federal income taxes and exclude realized gains and losses
on investments.  The amounts used for purposes of the bonus
calculation under the Program will be the figures audited by the Company’s
independent auditors.

     


    
      
        
           

        

         


      

      
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    The bonus
percentage corresponding with the Company’s actual GAAP operating earnings
achieved in 2010 as a percentage of the Company’s beginning GAAP stockholders’
equity for 2010 will be applied to 100% of each Participant’s Base Salary in
accordance with the following grid:

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                GAAP
      Profitability

                              	
                                Bonus
      %*

                              
	
                                7.5%
      of Stockholders’ Equity

                              	
                                5.0%

                              
	
                                8.5%
      of Stockholders’ Equity

                              	
                                10.0%

                              
	
                                9.5%
      of Stockholders’ Equity

                              	
                                15.0%

                              
	
                                10.5%
      of Stockholders’ Equity

                              	
                                17.0%

                              
	
                                11.5%
      of Stockholders’ Equity

                              	
                                19.0%

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    * Reduce
by one-half for Participants who are Vice Presidents and one-fourth for
Participants who are Assistant Vice Presidents.

    


    If the
Company’s actual GAAP operating earnings achieved in 2010 as a percentage of the
Company’s beginning GAAP stockholders’ equity is less than the lowest percentage
shown (7.5%), no bonus percentage will be earned.  The bonus
percentage shown for each specified percentage of stockholder’s equity applies
if the actual percentage of stockholder’s equity is equal to or greater than the
amount shown and, except for the last level, is less than the amount shown for
the next level.

    


    Example:

    


    Assume
the following results for 2010:

    


    
      
        
          	
                  - 

                	
                  International
      Life placed target premium sales

                	
                  $

                	
                  30,000,000

                
	
                  - 

                	
                  Domestic
      Life placed target premium sales

                	
                  $

                	
                  5,000,000

                
	
                  - 

                	
                  Annuity
      placed total premium sales

                	
                  $

                	
                  650,000,000

                
	
                  - 

                	
                  Actual
      budget center expenses

                	
                  $

                	
                  49,700,000

                
	
                  - 

                	
                  GAAP
      operating earnings

                	
                  $

                	
                  80,000,000

                
	
                  - 

                	
                  Beginning
      GAAP stockholders’ equity

                	
                  $

                	
                  990,000,000

                


        

      

    

    


    Based
upon the above charts, the 2010 bonus would be calculated as follows for a
Participant who is a Vice President or Senior Vice President (the bonus
percentage for an Assistant Vice President would be one-half of the percentage
shown below):

    


    
      
        	 
      	
                Company Sales
      Component

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                International
      Life sales bonus %

              	 
      	
                2.75%

              
	 
      	
                Domestic
      Life sales bonus %

              	 
      	
                2.75%

              
	 
      	
                Annuity
      sales bonus %

              	 
      	
                2.00%

              
	 
      	
                Total
      sales bonus %

              	 
      	
                7.50%

              


      

    

    



    
      
        
           

        

         


      

      
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                Company Expense
      Management Component

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Actual
      budget center expenses

              	
                $

              	
                49,700,000

              
	 
      	 
      	 
      	 
      
	 
      	
                Sale
      Production Amount:

              	 
      	 
      
	 
      	
                International
      Life target premium

              	
                $

              	
                30,000,000

              
	 
      	
                Domestic
      Life target premium

              	
                $

              	
                5,000,000

              
	 
      	
                Annuity
      target ($650m @ 7.5%)

              	
                $

              	
                48,750,000

              
	 
      	 
      	
                $

              	
                83,750,000

              
	 
      	 
      	 
      	 
      
	 
      	
                Ratio
      of Actual/Sales Production

              	 
      	
                59%

              
	 
      	
                Expense
      management bonus %

              	 
      	
                7.5%

              
	 
      	 
      	 
      	 
      
	 
      	
                Company Profitability
      Component

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                GAAP
      operating earnings

              	
                $

              	
                80,000,000

              
	 
      	
                Beginning
      GAAP stockholders’ equity

              	
                $

              	
                990,000,000

              
	 
      	 
      	 
      	 
      
	 
      	
                Ratio
      of earnings/equity

              	 
      	
                8.08%

              
	 
      	
                Company
      profitability bonus

              	 
      	
                5.00%

              
	 
      	 
      	 
      	 
      
	 
      	
                Total Bonus
      %

              	 
      	 
      
	 
      	
                Company
      Sales component

              	 
      	
                7.50%

              
	 
      	
                Company
      Expense management component

              	 
      	
                7.50%

              
	 
      	
                Company
      profitability component

              	 
      	
                5.00%

              
	 
      	 
      	 
      	 
      
	 
      	
                Total

              	 
      	
                20.00%

              


      

    

    


    Administration:

    


    Determination of
Bonuses.  After audited GAAP financial statements become
available for the 2010 performance period, the Committee shall determine the
extent to which the three measurable performance factors have been achieved and
the bonus percentage for the Participants for 2010.  The Committee
shall certify such determination in writing.  The Company’s
independent auditors will also review the calculation of the bonus percentage
for compliance with the details of this Program as part of the Company’s audited
financial statements.  The bonus for each Participant shall be
determined by applying the total certified bonus percentage (not to exceed 30%
for Senior Vice Presidents, 15% for Vice Presidents and 7.5% for Assistant Vice
Presidents) to the Participant’s Base Salary.  Notwithstanding any
contrary provision of the Program, the Committee, in its sole discretion, may
eliminate or reduce the bonus payable to any Participant below that which
otherwise would be payable under the Program formula.

     


    
      
        
           

        

         


      

      
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    Timing and Form of
Payment.  After the bonus amount is certified by the Committee,
the bonuses shall be paid in cash in a single lump sum.  Such payment
shall occur on or after January 1, 2011 and on or before March 15,
2011.  Bonus payments are intended to qualify as short-term deferrals
under section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and shall be paid not later than the latest specified payment date
(March 15, 2011).  The Company shall have the authority to delay the
payment of any bonus under the Program to the extent it deems necessary or
appropriate to comply with Code section 409A(a)(2)(B)(i).

     

    Effect of
Termination.

     

    
      	
              ·  

            	
              If
      a Participant terminates employment with the Company for any reason after
      the end of the 2010 performance period but prior to the date the bonus for
      such period is paid, the Participant shall be entitled to payment of the
      bonus determined by the Committee, subject to reduction or elimination
      under the last sentence of the “Determination of Bonuses” paragraph above
      based on the circumstances surrounding such termination of
      employment.

            


    

     

    
      	
              ·  

            	
              If
      a Participant terminates employment with the Company prior to the end of
      the applicable 2010 Performance Period for any reason other than
      termination for cause by the Company (as determined by the Committee in
      its sole discretion), the Committee shall reduce the Participant’s bonus
      proportionately based on the date of termination (and subject to further
      reduction or elimination under the last sentence of the “Determination of
      Bonuses” paragraph above based on the circumstances surrounding such
      termination of employment).

            


    

     

    
      	
              ·  

            	
              If
      a Participant is terminated for cause by the Company prior to the payment
      of any bonus, no bonus shall be payable
  hereunder.

            


    

     

    
      	
              ·  

            	
              If
      a Participant dies prior to the payment of a bonus payable hereunder, the
      bonus shall be paid to the Participant’s
estate.

            


    

     

    Source of
Payments.  Bonuses that may become payable under the Program
shall be paid solely from the general assets of the Company.  The
rights of each Participant (and any person claiming entitlement by or through a
Participant) hereunder shall be solely those of an unsecured general creditor of
the Company.  The Program shall be unfunded.  The Company
may maintain bookkeeping accounts with respect to Participants who are entitled
to bonuses under the Program, but such accounts shall be used merely for
bookkeeping convenience.  The Company shall not be required to
segregate any assets that may at any time be represented by interests in bonuses
nor shall the Program be construed as providing for any such
segregation.

     

    Committee
Administration.  The Program shall be administered by the
Committee.  The Committee shall have complete discretion and authority
to administer the Program and to interpret the provisions of the
Program.  Any determination, decision, or action of the Committee in
connection with the construction, interpretation, administration, or application
of the Program shall be final, conclusive, and binding upon all persons, and
shall be given the maximum deference permitted by law.  The Committee
may amend or terminate the Program at any time without the consent of any
Participant by adoption of a written instrument.

     


    
      
        
           

        

         


      

      
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    Miscellaneous.  The
Company shall withhold all applicable taxes and other amounts required by law to
be withheld from any bonus payment, including any non-U.S., federal, state, and
local taxes.  A Participant’s rights under this Program will not be
assignable, transferable, pledged, or in any manner alienated, whether by
operation of law or otherwise, except as a result of death or incapacity where
such rights are passed pursuant to a will or by operation of law.  Any
assignment, transfer, pledge, or other disposition in violation of this
provision will be null and void.  Nothing in the Program shall
interfere with or limit in any way the right of the Company to terminate any
Participant’s employment at any time, nor confer upon any Participant any right
to continue in the employment of the Company.  Bonuses payable
hereunder shall constitute special discretionary incentive payments to the
Participants and will not be required to be taken into account in computing the
amount of salary or compensation of the Participants for the purpose of
determining any contributions to or any benefits under any pension, retirement,
profit-sharing, bonus, life insurance, severance or other benefit plan of the
Company or under any agreement with a Participant, unless the Company
specifically provides otherwise.  The Program and all determinations
made and actions taken pursuant hereto, to the extent not otherwise governed by
the Code, shall be governed by the law of the State of Texas, without giving
effect to conflict or choice of laws provisions thereof.  This Program
shall be binding upon and inure to the benefit of the Company, its successors
and assigns, and the Participants, and their heirs, assigns, and personal
representatives.  The captions used in this Program are for
convenience only and shall not be construed in interpreting the
Program.  Whenever the context so requires, the masculine shall
include the feminine and neuter, and the singular shall also include the plural,
and conversely.  This Program constitutes the final and complete
expression of agreement with respect to the subject matter hereof and may not be
amended except by a written instrument adopted by the Committee.

     

    



    
      
        
           

        

         


      

      
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