exhibit10ca.htm


    

      EXHIBIT
10(ca)

      
 

      
        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        


        NATIONAL
WESTERN LIFE INSURANCE COMPANY

        NON-QUALIFIED
DEFINED BENEFIT PLAN

        FOR
ROBERT L. MOODY

        


        


        


        


        


        


        


        As
Amended and Restated Effective as of

        January
1, 2009

        


        


        


        


        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        NATIONAL
WESTERN LIFE INSURANCE COMPANY

        NON-QUALIFIED
DEFINED BENEFIT PLAN

        FOR
ROBERT L. MOODY

         

        Table of
Contents

        

          
            


            
              	 
      	 
      	
                      Page

                    
	 
      	 
      	 
      
	
                      ARTICLE
      I – PURPOSE, DEFINITIONS AND CONSTRUCTION

                    	 
      	
                      1

                    
	
                      1.1     Purpose
      of the Plan

                    	 
      	
                      1

                    
	
                      1.2     Definitions

                    	 
      	
                      1

                    
	
                      1.3     Construction

                    	 
      	
                      3

                    
	 
      	 
      	 
      
	
                      ARTICLE
      II - ELIGIBILITY

                    	 
      	
                      4

                    
	
                      2.1     Eligibility
      Requirements

                    	 
      	
                      4

                    
	
                      2.2     Loss
      of Eligible Employee Status

                    	 
      	
                      4

                    
	 
      	 
      	 
      
	
                      ARTICLE
      III – FUNDING

                    	 
      	
                      5

                    
	
                      3.1     Funding

                    	 
      	
                      5

                    
	 
      	 
      	 
      
	
                      ARTICLE
      IV – BENEFITS UNDER THE PLAN

                    	 
      	
                      6

                    
	
                      4.1     Benefit
      for the Participant

                    	 
      	
                      6

                    
	 
      	 
      	 
      
	
                      ARTICLE
      V – DETERMINATION OF PAYMENT OF ACCOUNT

                    	 
      	
                      8

                    
	
                      5.1     Time
      of Payment

                    	 
      	
                      8

                    
	
                      5.2     Form
      of Payment

                    	 
      	
                      8

                    
	
                      5.3     Payment
      to Beneficiary

                    	 
      	
                      8

                    
	 
      	 
      	 
      
	
                      ARTICLE
      VI – MISCELLANEOUS

                    	 
      	
                      9

                    
	
                      6.1     Administration
      of the Plan

                    	 
      	
                      9

                    
	
                      6.2     Benefit
      Claims

                    	 
      	
                      9

                    
	
                      6.3     Amendment
      of the Plan

                    	 
      	
                      10

                    
	
                      6.4     Termination
      of the Plan

                    	 
      	
                      11

                    
	
                      6.5     Notices
      to Participants

                    	 
      	
                      11

                    
	
                      6.6     Non-Alienation

                    	 
      	
                      11

                    
	
                      6.7     Severability

                    	 
      	
                      11

                    
	
                      6.8     Governing
      Law

                    	 
      	
                      11

                    
	
                      6.9     Taxes

                    	 
      	
                      11

                    
	
                      6.10    Waiver

                    	 
      	
                      12

                    
	
                      6.11    Compliance
      With Code Section 409A

                    	 
      	
                      12

                    


            

            


          

           

        


        
          
             


          

          
            i

            
              

            

          

          
             


          

        

         

        ARTICILE
I

        PURPOSE, DEFINITIONS AND
CONSTRUCTION

        


        


        1.1   Purpose of the
Plan

         

        This Plan
was established by the Employer effective as of the Original Effective Date to
provide an additional benefit for Robert L. Moody, to augment the retirement
benefits which are otherwise provided to him under the Qualified Plan (as
defined below) and the Grandfathered Nonqualified Plan (as defined
below).  This Plan is not intended to, and does not, qualify under
sections 401(a) and 501(a) of the Code (as defined below), and is designed to be
a plan described in section 201(2) of ERISA (as defined below).

        


        This Plan
is subject to section 409A of the Code and is intended to provide for post-2004
benefit accruals that mirror the pre-2005 benefit accruals under the
Grandfathered Nonqualified Plan.  However, this Plan is a separate
plan from the Grandfathered Nonqualified Plan, and nothing herein shall be
construed to constitute a material modification of the Grandfathered
Nonqualified Plan or to otherwise cause the Grandfathered Nonqualified Plan to
be subject to section 409A of the Code.

        


        Prior to
the Original Effective Date, the Participant commenced his benefit under the
Qualified Plan in the form of a joint and 50% survivor annuity and commenced his
benefit under the Grandfathered Nonqualified Plan in the form of a single life
annuity.  The Participant’s benefit under the Grandfathered
Nonqualified Plan was frozen effective as of December 31, 2004.  The
Participant’s benefit under the Qualified Plan was frozen effective as of
December 31, 2007.  Therefore, the offset amounts under Sections 4.1(b)(ii) and 4.1(b)(iii) were fixed and determinable prior to the
Effective Date, and no elections of the Participant under such plans may affect
the benefit amount, timing, or form of payment under this Plan.

        


        This Plan
is intended to comply with the requirements of Code section 409A and,
notwithstanding anything herein to the contrary, shall be administered,
operated, and interpreted in compliance with such requirements.  The
Plan is amended and restated as set forth herein effective as of the Effective
Date to incorporate prior amendments and to make certain clarifying changes to
comply with the final regulations under Code section 409A.  For
periods prior to the Effective Date, the Participant’s benefit shall be
determined in accordance with the Plan as in effect at such time subject to any
modifications necessary to satisfy a good faith interpretation of the
requirements of Code section 409A.

        


        1.2   Definitions

         

        The
following terms, when found in the Plan, shall have the meanings set forth
below:

        


        (a)     Accrued
Benefit:  The benefit determined under Article IV hereof which
has accrued at any time under the provisions of the Plan.

         

        
          
            
            

          

          
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        (b)     Actuarially
Equivalent:  The equivalent in value of amounts expected to be
received under the Plan under different forms of payment, determined based upon
an interest assumption of eight and one-half percent (8.5%) and a mortality
assumption based on the 1984 Unisex Pension (UP84) Mortality Table.

         

        (c)     Code:  The
Internal Revenue Code of 1986, as it may be amended from time to time, including
any successor.

         

        (d)     Compensation:  Twelve
(12) times the average of the Participant’s monthly compensation over the sixty
(60)-consecutive calendar months during which the average of his monthly
compensation is the highest.  “Monthly compensation” shall be the
total remuneration paid by the Employer during each month of the Plan Year and
reported as taxable income on Internal Revenue Service Form W-2 or its
subsequent equivalent.  Notwithstanding the foregoing, “monthly
compensation” shall include director’s fees; amounts deferred under Code
sections 125, 132(f)(4), or 401(k); and nonqualified elective deferrals, and
“monthly compensation” shall exclude reimbursements or other expense allowances,
moving expenses, welfare benefits, nonqualified retirement benefits, bonuses
relating to or in lieu of nonqualified retirement benefits, and imputed value of
insurance.  Compensation hereunder shall not be subject to any
limitations applicable to tax-qualified plans, such as pursuant to Code sections
401(a)(17) or 415.

         

        (e)     Effective
Date:  January 1, 2009.

         

        (f)     Eligible
Employee:  Robert L. Moody while he remains a member of the
select group of management or highly compensated employees of the Employer, as
such term is defined under section 201 of ERISA.

         

        (g)     Employer:  National
Western Life Insurance Company, a corporation organized and existing under the
laws of the State of Colorado, and any successor or successors.

         

        (h)     ERISA:  the
Employee Retirement Income Security Act of 1974, and regulations and rulings
promulgated thereunder by the Department of Labor.

         

        (i)     Grandfathered Nonqualified
Plan:  the National Western Life Insurance Company
Grandfathered Non-Qualified Defined Benefit Plan, originally adopted effective
as of January 1, 1991 and as amended from time to time.

         

        (j)     Normal Retirement
Age:  The date on which the Participant attains age sixty-five
(65).

         

        (k)    Normal Retirement
Date:  The first day of the month coincident with or next
following the Participant’s Normal Retirement Age.

         

        (l)     Original Effective
Date:  July 1, 2005

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        (m)   Participant:  The
Eligible Employee who has met the requirements of Section 2.1 hereof, and whose participation has not been
terminated.

         

        (n)   Plan:  The
National Western Life Insurance Company Non-Qualified Defined Benefit Plan for
Robert L. Moody, as set forth herein, and as it may be amended from time to
time.

         

        (o)   Plan
Year:  The twelve month period beginning on January 1 and
ending on December 31 each year.

         

        (p)   Qualified
Plan:  The National Western Life Insurance Company Pension
Plan, as amended from time to time.

         

        (q)   Service:  The
period of the Participant’s employment considered in the determination of his
eligibility hereunder and in the calculation of the vested amount of his
benefits.  The Participant’s Service shall be determined in twelve
(12) month periods, commencing with the twelve (12) month period that begins on
his date of hire with the Employer, and thereafter based on Plan Years,
including the Plan Year within which falls his date of hire.  During
such twelve (12) month periods, a Year of Service will be granted if the
Participant completes at least one thousand (1,000) Hours of
Service.  An Hour of Service is each hour for which the Participant is
paid by virtue of his employment with the Employer, including hours paid but not
worked, and including hours completed prior to the date he actually becomes a
Participant hereunder.

         

        (r)   Committee:  The
individuals appointed by the Board of Directors of the Employer, and known as
the Pension Committee, to manage and direct the administration of the
Plan.

         

        1.3   Construction

         

        The  masculine
gender, where appearing in the Plan, shall be deemed to include the feminine
gender, and the singular may indicate the plural, unless the context clearly
indicates the contrary.  The words “hereof”, “herein”, “hereunder” and
other similar compounds of the word “here” shall, unless otherwise specifically
stated, mean and refer to the entire Plan, not to any particular provision or
Section.  Article and Section headings are included for convenience of
reference and are not intended to add to, or subtract from, the terms of the
Plan.

        



        
          
             


          

          
            3

            
              

            

          

          
             


          

        

         

        ARTICILE II

        ELIGIBILITY

        


        


        2.1   Eligibility
Requirements

         

        The
Eligible Employee shall become a Participant hereunder as of the Original
Effective Date.

        


        2.2   Loss of Eligible Employee
Status

         

        In the
event of the demotion or termination of employment of the Eligible Employee,
such that the employee is no longer an Eligible Employee with the meaning of
Section 1.2(f) herein, the employee shall lose his
status as a Participant, and no further benefit accruals for the employee shall
be allowed under the Plan.

        


        


        


        



        
          
             


          

          
            4

            
              

            

          

          
             


          

        


        ARTICLE
III

        FUNDING

        


        


        3.1   Funding

         

        The
Employer is under no obligation to earmark or set aside any funds toward the
funding of this Plan.  However, it is intended that the benefits to be
provided to each Participant hereunder shall be paid from the assets of the
National Western Life Insurance Company Non-Qualified Plans Trust, designed to
be an irrevocable grantor trust under Code section 671.  However, if
the assets of such trust are not available or are insufficient to pay such
benefits or if no such trust is established or funded, then benefits hereunder
shall be paid from the general assets of the Employer.  The rights of
the Participant hereunder shall be solely those of an unsecured general creditor
of the Employer.

        


        



        
          
             


          

          
            5

            
              

            

          

          
             


          

        


        ARTICLE
IV

        BENEFITS UNDER THE
PLAN

        


        


        4.1   Benefit for the
Participant 

         

         

        
          (a) The gross
annual benefit of the Participant under the Plan as of the Effective Date shall
be equal to (i) less (ii), with the result multiplied by (iii),
where:

           

          (i) equals
the product of the following amounts determined as of the Participant’s Normal
Retirement Date (A) such Participant’s years of Service (up to a maximum of
forty-five (45)) multiplied by (B) 1.66667% multiplied by (C) the excess of such
Participant’s annualized “Plan Compensation” over such Participant’s annualized
“Primary Social Security Benefit” as defined by the terms of the Qualified Plan
as of December 31, 1990, as if the Qualified Plan had continued without change,
and without regard to limitations applicable under Code sections 401(a)(17) and
415, and

           

          (ii) equals
the Actuarially Equivalent life annuity which may be provided by an accumulation
of two percent (2%) of the Participant’s actual annual compensation during each
year of Service on and after January 1, 1991, accumulated at an assumed interest
rate of eight and one-half percent (8.5%) to the Participant’s Normal Retirement
Date, and

           

          (iii) equals
the product of (A) the ratio of the Participant’s years of Service as of the
Effective Date (up to a maximum of forty-five (45)) to his years of Service
credited as of his Normal Retirement Date multiplied by (B) the ratio of the
Participant’s Compensation as of the Effective Date to his Compensation as of
his Normal Retirement Date.

           

          


          (b) The net
annual benefit actually payable to the Participant under the Plan as of the
Effective Date shall be (i) less (ii) less (iii), where

           

          (i) equals
the gross benefit determined under Section 4.1(a)
above, and

           

          (ii) equals
the annual single life annuity benefit payable to such Participant under the
terms of the Qualified Plan as of the Effective Date (determined without regard
to the form of payment actually elected by the Participant), which benefit
commenced and was frozen prior to the Effective Date, and

           

          (iii) equals
the annual single life annuity benefit payable to such Participant under the
terms of the Grandfathered Nonqualified Plan as of December 31, 2004, which
benefit commenced and was frozen prior to the Effective Date.

           

        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        (c)     Subsequent
to the Effective Date, the net annual benefit payable to the Participant under
the Plan as of the Effective Date shall be increased for additional changes in
Compensation as follows.  The gross annual benefit under Section 4.1(b)(i) above shall be increased by multiplying it
by the ratio of the Participant’s then current Compensation to his Compensation
as of the Effective Date.  The adjusted net annual benefit shall be
equal to the gross annual benefit so increased, less the frozen amounts
specified in Sections 4.1(b)(ii) and 4.1(b)(iii).  To avoid the possibility of
doubt, the net annual benefit payable to the Participant shall not be increased
for additional Service credited after the Effective Date because the Participant
will have reached the maximum forty-five (45) years of Service creditable under
the Plan as of the Effective Date.

         

        (d)     For
purposes of calculating the benefit payable to the Participant under Section 4.1(c) above, the Participant’s (i) Compensation and
(ii) resulting pension benefit under this Plan shall be redetermined on a
monthly basis.

         

        (e)     The
benefit payable under this Section 4.1 shall be
payable in accordance with Article V hereof as to the time, form, and duration
of payment.  Monthly installments under Article V shall be calculated
by dividing the Participant’s annual benefit by twelve (12).

         

        


        


        


        


        



        
          
             


          

          
            7

            
              

            

          

          
             


          

        


        ARTICLE
V

        DETERMINATION OF PAYMENT OF
ACCOUNT

        


        


        5.1   Time of
Payment

         

        Payment
of the Participant’s benefit hereunder commenced as of the Original Effective
Date, and any additional accruals under Section 4.1(c) shall result in
current adjustments to the monthly annuity payment in accordance with Sections
4.1(d) and 5.2.  Neither the Participant nor his
Beneficiary shall have the right to designate the taxable year of any
payment.  Notwithstanding anything herein to the contrary, a change in
the operation of the Qualified Plan (including a change in the time or form of
payment under the Qualified Plan) or the Grandfathered Nonqualified Plan shall
not change the time or form of payment under this Plan.

        


        5.2   Form of
Payment

         

        The
Participant shall receive his vested Accrued Benefit payable in the form of a
21-year guaranteed single life annuity payable in monthly
installments.  Payments under such annuity shall be guaranteed for 21
years after the Participant’s Normal Retirement Date and shall continue for the
life of the Participant if the Participant lives beyond such guarantee
period.  Any benefit payable hereunder may be paid directly by the
Employer (or its delegate) or by any funding vehicle established pursuant to
Section 3.1.  At the discretion of the
Committee or, as applicable, the trustee of any trust established pursuant to
Section 3.1, payment of such benefit may be
facilitated through purchase of an annuity contract; provided that in no event
shall any action be taken to cause the Plan to be considered funded for purposes
of the Code or Title I of ERISA.

        


        5.3   Payment to
Beneficiary

         

        The
Participant may designate one or more beneficiaries to receive any benefits
payable under the Plan after the death of the Participant.  To be
effective, any such beneficiary designation must be on a form acceptable to the
Employer and must be filed with the Employer prior to the death of the
Participant.  The Participant may revoke or change a prior beneficiary
designation at any time prior to his death by filing a new beneficiary
designation with the Employer on a form acceptable to the
Employer.  If the Participant does not make an effective beneficiary
designation prior to death or if no designated beneficiary survives the
Participant, any benefits payable hereunder after the death of the Participant
shall be paid to the Participant’s estate.  References hereunder to a
benefit payable to or with respect to the Participant include any benefit
payable to the Participant’s designated beneficiary or estate.

        


        


        



        
          
             


          

          
            8

            
              

            

          

          
             


          

        


        ARTICLE
VI

        MISCELLANEOUS

        


        


        6.1   Administration of the
Plan

         

        The Plan
shall be administered by the Committee.  The books and records of the
Plan shall be maintained by the Employer at its expense, and no member of the
Board of Directors of the employer, or any employee of the Employer acting on
its behalf, shall be liable to any person for any action taken or omitted in
connection with the administration of the Plan, unless attributable to his own
fraud or willful misconduct.

        


        (a)     The
Employer shall appoint the members of the Committee and may terminate a
Committee member at any time by providing written notice of such termination to
the member.  Any member of the Committee may resign by delivering his
written resignation to the Employer and to the other members of the
Committee.

         

        (b)     The
Committee shall perform any act which the Plan authorizes.  The
Committee may, by a writing signed by a majority of its members, appoint any
member of the Committee to act on behalf of the Committee.

         

        (c)     The
Committee may designate in writing other persons to carry out its
responsibilities under the Plan, and may remove any person designated to carry
out its responsibilities under the Plan by notice in writing to that
person.  The Committee may employ persons to render advice with regard
to any of its responsibilities.  All usual and reasonable expenses of
the Committee shall be paid by the Employer.  The Employer shall
indemnify and hold harmless each member of the Committee from and against any
and all claims and expenses (including, without limitation, attorney's fees and
related costs), in connection with the performance by such member of his duties
in that capacity, other than any of the foregoing arising in connection with the
willful neglect or willful misconduct of the person so acting.

         

        (d)     The
Committee shall establish rules, not contrary to the provisions of the Plan, for
the administration of the Plan and the transaction of its
business.  The Committee shall have the authority to interpret the
Plan in its sole and absolute discretion, and shall determine all questions
arising in the administration, interpretation and application of the Plan,
including all claims for benefit hereunder.  All determinations of the
Committee shall be conclusive and binding on all concerned.

         

        6.2     Benefit
Claims

         

        The
Committee shall automatically direct the distribution of all benefits to which
the Participant is entitled hereunder.  In the event that the
Participant believes that he has been denied benefits to which he is entitled
under the provisions of the Plan, the Committee shall, upon the request of the
Participant, provide to the Participant written notice of the denial which shall
set forth:

        


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        (a)     the
specific reason or reasons for the denial;

         

        (b)     specific
references to pertinent Plan provisions on which the Committee based its
denial;

         

        (c)     a
description of any additional material or information needed for the Participant
to perfect the claim and an explanation of why the material or information is
needed;

         

        (d)     a
statement that the Participant or his authorized representative may (i) request
a review upon written application to the Committee; (ii) review pertinent Plan
documents; and (iii) submit issues and comments in writing;

         

        (e)     a
statement that any appeal the Participant wishes to make of the adverse
determination must be made in writing to the Committee within sixty (60) days
after receipt of the Committee's notice of denial of benefits and that failure
to appeal the initial determination to the Committee in writing within such
sixty (60)-day period will render the Committee's determination final, binding,
and conclusive; and

         

        (f )     the
address to which the Participant must forward any request for
review.

         

        If the
Participant should appeal to the Committee, he, or his duly authorized
representative, may submit, in writing, whatever issues and comments he, or his
duly authorized representative, feels are pertinent.  The Committee
shall re-examine all facts related to the appeal and make a final determination
as to whether the denial of the claim is justified under the
circumstances.  The Committee shall advise the Participant in writing
of its decision on appeal, the specific reasons for the decision, and the
specific Plan provisions on which the decision is based.  The notice
of the decision shall be given within sixty (60) days after the Participant's
written request for review, unless special circumstances (such as a hearing)
would make the rendering of a decision within such sixty (60)-day period
impracticable.  In such case, notice of an extension shall be provided
to the Participant within the original sixty (60)-day period, and notice of a
final decision regarding the denial of a claim for benefits will be provided
within 120 days after its receipt of a request for review.  If an
extension of time for review is required because of special circumstances,
written notice of the extension shall be furnished to the Participant prior to
the date the extension period commences.

        


        6.3     Amendment of the
Plan

         

        The Plan
may be amended, in whole or in part, from time-to-time, by the Board of
Directors of the Employer; provided that no amendment may be adopted without the
consent of the Participant while he is an employee of the Employer.

        


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        6.4   Termination of the
Plan

         

        The Plan
may be terminated, at any time, by action of the Board of Directors; provided
that the Plan may not be terminated without the consent of the Participant while
he is an employee of the Employer.  The termination of this Plan shall
not result in the granting of any additional rights to the Participant, and Plan
benefits shall be payable solely as provided under Articles IV and
V.

        


        6.5     Notices to
Participants

         

        From
time-to-time, the Employer shall provide the Participant with a statement
regarding his Accrued Benefit.  Further, the Participant will be
provided written notice of any amendment of the Plan that affects his rights
herein, and of the termination of the Plan.

        


        6.6     Non-Alienation

         

        To the
extent permitted by law, the right of the Participant in his Accrued
Benefit  hereunder shall not be subject in any manner to attachment or
other legal process for the debts of such Participant, and any such benefit
shall not be subject to anticipation, alienation, sale, transfer, assignment or
encumbrance.

        


        6.7     Severability

         

        In the
event that any provision of this Plan shall be declared illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining
provisions of this Plan but shall be fully severable and this Plan shall be
construed and enforced as if said illegal or invalid provision had never been
inserted herein.

        


        6.8     Governing
Law

         

        The validity and effect of this Plan
and the rights and obligations of all persons affected hereby shall be construed
and determined in accordance with the internal laws of the State of Texas except
to the extent superseded by federal law.

        


        6.9     Taxes

         

        All
amounts payable hereunder shall be reduced by any and all federal, state and
local taxes imposed upon the Participant which are required to be paid or
withheld by the Employer or any other payor of Plan benefits.

        


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        6.10   Waiver

         

        Neither
the failure nor any delay on the part of the Employer or the Committee to
exercise any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise or waiver of any such right,
power or privilege preclude any other or further exercise thereof, or the
exercise of any other right, power or privilege available to the Employer or the
Committee at law or in equity.

        


        6.11   Compliance With Code Section
409A

         

        (a)     Payment
of benefits under this Plan commenced as of a specified date, the Original
Effective Date, and not upon the Participant’s “separation from
service.”  Therefore, payments hereunder should not be subject to the
“6-month delay” requirements of Code section
409A(a)(2)(B)(i).  However, in the event any payment hereunder is
subject to such requirements and if the Participant is a “specified employee” as
defined by Code section 409A(a)(2)(B)(i) (determined by applying the default
rules applicable under such Code section except to the extent such rules are
modified by a written resolution that is adopted by the Board of Directors of
the Employer and that applies for purposes of all applicable nonqualified
deferred compensation plans of the Employer and its applicable controlled
affiliates), any payments which the Participant is otherwise entitled to receive
under the Plan on account of such a “separation from service” during the six
(6)-month period beginning on the date such separation occurs shall be
accumulated and paid effective as of the date that is six (6) months after the
date the Participant so separates from service.  This Section 6.11(a) is intended to
satisfy the minimum requirements of Code section 409A(a)(2)(B)(i) and shall not
be construed to accelerate or defer or otherwise apply to distributions to the
extent those distributions are not subject to the requirements of such Code
section.

         

        (b)     To the
extent any provision of this Plan or any omission from the Plan would (absent
this Section 6.11(b))
cause amounts to be includable in income under Code section 409A(a)(1), the Plan
shall be deemed amended to the extent necessary to comply with the requirements
of Code section 409A; provided, however, that this
Section 6.11(b) shall
not apply and shall not be construed to amend any provision of the Plan to the
extent this Section 6.11(b) or any amendment required thereby would itself
cause any amounts to be includable in income under Code section
409A(a)(1).

         

        (c)     If any
provision of this Plan would cause the Participant to occur any additional tax
under Code section 409A, the parties will in good faith attempt to reform the
provision in a manner that maintains, to the extent possible, the original
intent of the applicable provision without violating the provisions of Code
section 409A.

         

         

        
          
             


          

          
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          IN
WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing
instrument comprising the National Western Life Insurance Company Non-Qualified
Defined Benefit Plan for Robert L. Moody, NATIONAL WESTERN LIFE INSURANCE
COMPANY, as the Employer, has caused its seal to be affixed hereto and these
presents to be duly executed in its name and behalf by its proper officers
thereunto authorized this 18th day of December, 2008.

          


          


          


          
            	
                    ATTEST:

                  	 
      	
                    NATIONAL
      WESTERN LIFE

                  
	 
      	 
      	
                    INSURANCE
      COMPANY

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    /S/Margaret
      M. Simpson

                  	 
      	
                    /S/James
      P. Payne

                  
	
                    Asst.
      Secretary

                  	 
      	 
      
	 
      	 
      	
                    Name:  James
      P. Payne

                  
	 
      	 
      	
                    Title:  Senior
      VP-Secretary

                  
	 
      	 
      	 
      


          

        

        


        


        



        
          
             


          

          
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