exhibit10cg.htm


    EXHIBIT
10(cg)

    


    FIRST
AMENDMENT TO THE

    NATIONAL
WESTERN LIFE INSURANCE COMPANY PENSION PLAN

    (As
Amended and Restated Effective January 1, 2007)

    


    


    This
First Amendment to the National Western Life Insurance Company Pension Plan (as
amended, the “Plan”) is hereby made and entered into as of the date last set
forth below by National Western Life Insurance Company (the
“Company”).

    


    WITNESSETH:

    


    WHEREAS,
the Plan was originally established effective January 1, 1973, was subsequently
amended several times, and was most recently amended and restated effective
January 1, 2007; and

    


    WHEREAS,
Section 13.1 of the Plan permits the Company to amend the Plan at any time;
and

    


    WHEREAS,
the Plan must be amended to comply with applicable requirements of the Pension
Funding Equity Act of 2004 and the final regulations under section 415 of the
Internal Revenue Code of 1986, as amended (the “Code”);

    


    NOW
THEREFORE, the Plan is hereby amended as follows effective as of January 1, 2008
except as otherwise provided in the amendments below:

    


    1.           Plan
Section 8.1(a) is hereby amended by restating the first paragraph of such
Section to read in its entirety as follows:

    


    Notwithstanding
any other provision of this Plan, the Pension payable to or on behalf of any
Participant under this Plan shall be limited in accordance with Code
section 415, as follows.  The provisions of this Article VIII
supersede and control any other provisions of the Plan in conflict therewith;
provided, however, that nothing herein shall affect Section 1.4 or shall be
construed to require the crediting of additional benefit accruals, Benefit
Service, or Compensation after the Freeze Date.  Subject to any
specific optional elections made in this Article VIII, the provisions of Code
section 415 are hereby incorporated by reference and shall control over any
provision in the Plan in conflict therewith.  The provisions of this
Article VIII are intended to constitute good-faith compliance with the final
Treasury regulations under Code section 415 published on April 5, 2007 and shall
be construed and applied in accordance therewith.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    2.           Plan
Section 8.1(a)(i) is hereby amended by inserting the following sentence at the
end of such Section, such sentence to read in its entirety as
follows:

    


    Adjustments
under Code section 415(d) shall apply to years after a Participant’s severance
from employment or, if earlier, annuity starting date.

    


    3.           Plan
Section 8.1(a)(ii) is hereby amended by inserting the following sentence at the
end of such Section, such sentence to read in its entirety as
follows:

    


    The
defined benefit compensation limitation shall be adjusted under Code section
415(d) for years after a Participant’s severance from employment or, if earlier,
annuity starting date.

    


    4.           Section
8.1(a)(iv) is hereby amended by adding the following new subsection (E)
immediately following subsection (D), such subsection to read in its entirety as
follows:

    


    (E)           Other
items of remuneration that are similar to any of the items listed in subsections
(A) through (D) of this Section 8.1(a)(iv).

    


    5.           Section
8.1(a)(iv) is hereby amended by adding the following new paragraph and related
subsections at the end of such Section, such paragraph and subsections to read
in their entirety as follows:

    


    To be
taken into account for a year, earnings must be actually paid or made available
to a Participant during such year and must be paid or treated as paid prior to
the Participant’s “severance from employment” with the Employer as such term is
defined in Treasury regulation section
1.415(a)-1(f)(5).  Notwithstanding the foregoing, “earnings” shall
also include the following:

    


     (F)           amounts
paid by the later of 21⁄2 months after a Participant’s severance from employment
with the Employer or the end of the year that includes the date of such
severance from employment, provided that such amounts (I) constitute regular
compensation for services during regular working hours or for services outside
regular working hours (such as overtime or shift differential), commissions,
bonuses, or other similar payments, and (II) would have been paid to the
individual prior to the severance from employment if the individual had
continued in the Employer's employment.

    


    (G)           amounts
paid by the later of 21⁄2 months after a Participant’s severance from employment
with the Employer or the end of the year that includes the date of such
severance from employment, provided that such amounts represent payment for
unused, accrued bona fide sick, vacation, or other leave that the individual
would have been entitled to use if employment had continued.


    
      
         


      

      
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    (H)           payments
to a participant who is permanently and totally disabled (as defined in Code
section 22(e)(3)) during a year in which such Participant is credited with a
year of Benefit Service or deemed credited with a year of Benefit Service under
Section 6.4.

    


    (I)           payments
to an individual who does not currently perform services for the Employer by
reason of qualified military service, as defined in section 414(u)(1) of the
Code, to the extent that such payments do not exceed the amount that the
individ­ual would have received had he or she continued in the Employer's
employment instead of enter­ing qualified military service.

    


    6.           Section
8.1(b) is hereby amended by restating the first two paragraphs of such Section,
such paragraphs to read in their entirety as follows:

    


    If an
annual Pension payable to a Participant hereunder (including Pensions payable
under any other defined benefit plans of the Employer) is greater than Ten
Thousand Dollars ($10,000) or if the Participant has ever participated in a
defined contribution plan maintained by the Employer, the Participant’s Pension
shall automatically be limited to the maximum permissible benefit in accordance
with Code section 415.

    


    The
limitations of this Section apply to a Pension payable in the form of a
straight life annuity with no ancillary benefits.  If payment is in a
different form, the amount thereof shall be adjusted to be the actuarial
equivalent of a single life annuity and the limitations shall be applied to such
adjusted amount; provided that survivor benefits payable to a surviving spouse
under a qualified joint and survivor annuity shall not be taken into account to
the extent that such benefits would not be payable if the participant’s benefits
were not paid in the form of a qualified joint and survivor annuity and further
provided that actuarial equivalence shall be determined as follows:

    


    (i)           For
purposes of benefits paid in a form to which Code section 417(e)(3) does not
apply, the actuarial equivalent straight life annuity is the greater of (A) the
annual amount of the straight life annuity payable to the Participant under the
terms of the Plan commencing at the same annuity starting date as the form of
benefit actually payable to the Participant and (B) the annual amount of the
straight life annuity commencing at the same annuity starting date that has the
same actuarial present value as the particular form of benefit payable, computed
using a 5% interest assumption and the “Applicable Mortality Table” described in
Section 2.2(a)(ii).


    
      
         


      

      
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    (ii)           For
purposes of benefits paid in a form to which Code section 417(e)(3) applies and
with an annuity starting date occurring in 2004 or 2005, the actuarial
equivalent straight life annuity is the greater of (A) the annual amount of the
straight life annuity commencing at the annuity starting date that has the same
actuarial present value as the particular form of benefit payable, computed
using the interest and mortality factors set forth in Section 2.2(b) and (B) the
annual amount of the straight life annuity commencing at the annuity starting
date that has the same actuarial present value as the particular form of benefit
payable, computed using an interest rate of 5.5% and the “Applicable Mortality
Table” described in Section 2.2(a)(ii).

    


    (iii)           
For purposes of benefits paid in a form to which Code section 417(e)(3) applies
and with an annuity starting date occurring after 2005, the actuarial equivalent
straight life annuity is the greatest of (A) the annual amount of the straight
life annuity commencing at the annuity starting date that has the same actuarial
present value as the particular form of benefit payable, computed using the
interest and mortality factors set forth in Section 2.2(b); (B) the annual
amount of the straight life annuity commencing at the annuity starting date that
has the same actuarial present value as the particular form of benefit payable,
computed using an interest rate of 5.5% and the “Applicable Mortality Table”
described in Section 2.2(a)(ii); and (C) the annual amount of the straight life
annuity commencing at the annuity starting date that has the same actuarial
present value as the particular form of benefit payable, computed using the
“Applicable Interest Rate” and the “Applicable Mortality Table” described in
Section 2.2(a)(ii), divided by 1.05.

    


    7.           Except
as hereinabove amended, the Plan, as previously amended, shall remain in full
force and effect.

    


    IN WITNESS WHEREOF, the Company has
executed this First Amendment to the Plan as of this 18th day of December,
2008.

    


    


    
      
        
          	 
      	 
      	
                  NATIONAL
      WESTERN LIFE INSURANCE COMPANY

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /S/James
      P. Payne

                
	 
      	 
      	 
      
	 
      	
                  Its:

                	
                  Senior
      VP-Secretary

                
	 
      	 
      	 
      


        

      

    

    



    
      
         


      

      
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