exhibit10ce.htm


    EXHIBIT
10(ce)

     

    


     

    


     

    


     

    


     

    


     

    


    


    NATIONAL
WESTERN LIFE INSURANCE COMPANY

    GRANDFATHERED

    NON-QUALIFIED
DEFERRED COMPENSATION PLAN

    


     

    


     

    


     

    As
Amended and Restated Effective as of

    December
31, 2004

    


     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    NATIONAL
WESTERN LIFE INSURANCE COMPANY

    GRANDFATHERED
NON-QUALIFIED DEFERRED COMPENSATION PLAN

    


    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

            
	
              1.4     Cessation
      of Benefit Accruals and Vesting Services

            	 
      	
              4

            
	 
      	 
      	
               
      

            
	
              ARTICLE
      II - Eligibility

            	  	
              5

            
	
              2.1     Initial
      Eligibility Requirements

            	  	
              5

            
	
              2.2     Eligible
      Requirements for Subsequent Plan Years

            	  	
              5

            
	
              2.3     Loss
      of Eligible Employee Status

            	  	
              5

            
	
              2.4     Termination
      of Participation in Connection with the American Jobs

            	 
      	
              5

            
	
              Creation
      Act of 2004

            	 
      	 
      
	 
      	 
      	 
      
	
              ARTICLE
      III – Contributions to the Plan

            	 
      	
              6

            
	
              3.1     Participant
      Contributions

            	 
      	
              6

            
	
              3.2     Employer
      Mandatory Matching Contributions

            	 
      	
              6

            
	
              3.3     Employer
      Discretionary Matching Contributions

            	 
      	
              6

            
	
              3.4     Employer
      Mandatory Non-Matching Contributions

            	 
      	
              7

            
	
              3.5     Employer
      Additional Discretionary Contributions

            	 
      	
              7

            
	
              3.6     Establishment
      of Account

            	 
      	
              7

            
	 
      	 
      	 
      
	
              ARTICLE
      IV – Allocation and Investment

            	 
      	
              8

            
	
              4.1     Allocation

            	 
      	
              8

            
	
              4.2     Establishment
      of Trust

            	 
      	
              8

            
	
              4.3     Allocation
      of Investment Earnings

            	 
      	
              8

            
	 
      	 
      	 
      
	
              ARTICLE
      V – Determination of Payment of Account

            	 
      	
              9

            
	
              5.1     Vesting
      of Account

            	 
      	
              9

            
	
              5.2     Determination
      of Account

            	 
      	
              10

            
	
              5.3     Timing
      of Payment

            	 
      	
              10

            
	
              5.4     Form
      of Payment

            	 
      	
              11

            
	
              5.5     Hardship
      Withdrawals

            	 
      	
              11

            
	
              5.6     Early
      Withdrawals

            	 
      	
              12

            


    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    


     

    
      	 
      	 
      	 
      
	
              ARTICLE
      VI – Miscellaneous

            	 
      	
              13

            
	
              6.1     Administration
      of the Plan

            	 
      	
              13

            
	
              6.2     Amendment
      of the Plan

            	 
      	
              13

            
	
              6.3     Termination
      of the Plan

            	 
      	
              13

            
	
              6.4     Notices
      to Participants

            	 
      	
              13

            
	
              6.5     Non-Alienation

            	 
      	
              13

            


    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    


    ARTICLE
I

     

    PURPOSE, DEFINITIONS AND
CONSTRUCTION

     

    1.1           Purpose of the
Plan

     

    This Plan
is established by the Employer to permit certain select management employees,
who are defined below, to defer the payment of a percentage of their
Compensation, and in addition thereto, to provide for certain Employer
contributions to augment such employees' retirement income.  This Plan
is not intended to, and does not, qualify under sections 401(a) and 501(a) of
the Internal Revenue Code, and is designed to be exempt from the requirements of
the Employee Retirement Income Security Act.

     

    The Plan
is amended and restated as set forth herein effective as of the Freeze Date
solely for the purpose of incorporating prior amendments (all of which were
effective prior to January 1, 2005) and documenting the freezing of all benefits
effective as of the Freeze Date.  Nothing in this amended and restated
Plan is intended to constitute or shall be construed as constituting a material
modification of the Plan.  Because the Plan has not been materially
modified after October 3, 2004 and does not provide for any benefits not earned
and vested as of December 31, 2004, the Plan is intended to be exempt from 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)           Account
Balance:  At any time, the total of all amounts credited under
the terms of the Plan to a Participant, the rights to which are determined under
the Plan.

     

    (b)           Beneficiary:  The
person(s) and/or the trust(s) created for the benefit of a person or persons who
are the natural object of the Participant's bounty, or the Participant's estate,
whichever is designated by the Participant to receive the benefits payable
hereunder upon his death.

     

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

     

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

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


     

    (e)           Compensation:  Compensation
shall be the total cash remuneration paid by the Employer during each Plan Year,
as reported on Form W-2 or its subsequent equivalent.  Notwithstanding
the foregoing, “Compensation” shall include director’s fees; amounts deferred
under Code sections 125, 132(f)(4), or 401(k); and nonqualified elective
deferrals, and “Compensation” shall exclude reimbursements or other expense
allowances, moving expenses, welfare benefits, imputed value of insurance, stock
option income, commissions, bonuses, and any other extraordinary
remuneration.  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.

     

    (f)           
Disability:  A
physical or mental condition of a Participant resulting from bodily injury,
disease or mental disorder which renders him incapable of continuing any gainful
occupation.  The determination of Disability shall be made either as a
result of the Participant qualifying for a pension under the federal Social
Security Act, or based upon such evidence as is determined to be applicable by
the Employer in its sole discretion.

     

    (g)           Eligible
Employee:  A person employed by the Employer in the position of
Senior Vice President or above, or a person who has been designated by the
President of the Employer, by name, position, or in any other manner, as being
in the class of persons who are eligible to participate in the
Plan.  Such latter designation shall be made in writing by the
President of the Employer.  However, no person who is an employee of
the Employer shall be selected as an Eligible Employee except a member of the
select group of management or highly compensated employees of the Employer, as
such term is defined under section 201 of the Employee Retirement Income
Security Act of 1974, and regulations and rulings promulgated thereunder by the
Department of Labor.

     

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

     

    (i)           
Freeze
Date:  December 31, 2004.

     

    (j)           
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.

     

    (k)           Initial Participation
Period:  The time period beginning when the Eligible Employee
first completes an Hour of Service until the first January 1, April 1, July 1 or
October 1 which is coincident with or next follows the earlier of (i) six
(6) months after the date the Employee first completes and Hour of Service for
the Employer, provided the Employee completes five hundred (500) Hours of
Service during such six (6) month period or (ii) the date he completes one (1)
Year of Service.

     

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

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


     

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

     

    (n)           Original Effective
Date:  April 1, 1995.

     

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

     

    (p)           Plan:  The
National Western Life Insurance Company Grandfathered Non-Qualified Deferred
Compensation Plan, as set forth herein, and as it may be amended from time to
time.

     

    (q)           Plan
Quarter:  The three month period beginning on January 1, April
1, July 1 or October 1 and ending on March 31, June 30, September 30 or December
31.

     

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

     

    (s)           Valuation
Date:  The date as of which the Plan is valued and gains or
losses allocated, which shall be March 31, June 30, September 30 and December 31
of each Plan Year.  However, the Committee may use more frequent
Valuation Dates if it so desires.

     

    (t)          
 Years of
Service:  The period of an Eligible Employee's employment
considered in the calculation of the vested amount of his
benefits.  An Eligible Employee's service shall be determined in
twelve (12) month periods, 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 Eligible Employee completes at least
one thousand (1,000) Hours of Service.

     

    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

        
          

        

      

      
         


      

    


    


     

    1.4           Cessation of Benefit
Accruals and Vesting Service

     

    Notwithstanding
any other provision of the Plan to the contrary, no individual (including
individuals who ceased to be Employees prior to the Freeze Date) shall become a
Participant, be credited with additional Years of Service for vesting purposes,
or accrue any additional benefits under the Plan after the Freeze Date, other
than earnings credited pursuant to Section 4.3.  Therefore, no individual shall be
credited with additional Service after the Freeze Date, and remuneration paid
after the Freeze Date shall not be taken into account under the Plan for
contribution purposes.  The provisions of this Section are intended to
comply with an exemption from the requirements of Code section 409A and shall be
construed in accordance therewith.  The provisions of this paragraph
shall not be considered a “material modification” of the Plan, but shall instead
be considered a cessation of future deferrals in accordance with Treasury
regulation section 1.409A-6(a)(4)(iii).

     

    


     

    


     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    ARTICLE
II

     

    ELIGIBILITY

     

    2.1           Initial Eligibility
Requirements

     

    An
Eligible Employee may elect to become a Participant hereunder on the date the
Eligible Employee first completes an Hour of Service for the
Employer.  An election to become a Participant shall be made no later
than 30 days after the date the Eligible Employee first completes an Hour of
Service for the Employer.

     

    2.2           Eligibility Requirements for
Subsequent Plan Years

     

    An
Eligible Employee who does not become a Participant when first eligible under
the provisions of Section 2.1 may elect to become a
Participant hereunder as of the first day of any subsequent Plan Year by
executing an enrollment form at least 30 days prior to the beginning of such
Plan Year.

     

    2.3           Loss of Eligible Employee
Status

     

    In the
event of the demotion of a participating Eligible Employee, such that the
employee is no longer an Eligible Employee within the meaning of Section 1.2(g) herein, no further contributions by that
employee shall be allowed under the Plan.  The provisions of Article
V, Determination of
Payment of Account, shall continue to govern the employee's
account.

     

    2.4           Termination of Participation
in Connection with the Amercian Jobs Creation Act of 2004

     

    The
Chairman of the Employer as of December 31, 2004 shall cease to participate in
the Plan effective as of such date.  Contributions and other amounts
allocated to the Account of such Participant after December 31, 2004 shall be
forfeited and used to reduce the Employer contributions specified under Sections
3.2, 3.3, and 3.4 hereof and any excess shall then be returned to
the Employer.  The provisions of this Section are intended to comply
with the requirements of Code section 409A and shall be construed in accordance
therewith.  The provisions of this Section shall not be considered a
“material modification” of the Plan, but shall instead be considered a cessation
of future deferrals in accordance with Q&A-18(c) of Internal Revenue Service
Notice 2005-1.

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    ARTICLE
III

     

    CONTRIBUTIONS TO THE
PLAN

     

    3.1           Participant
Contributions

     

    Each
Employee who becomes a Participant in accordance with Article II hereof may
elect to make contributions to the Plan on a pre-tax basis in increments of
onequarter percent (1/4% or 0.25%) of his Compensation, from one-quarter percent
(1/4% or 0.25%) to fifty percent (50%).

     

    Each
Participant's pre-tax salary deferral agreement shall be made in writing on such
forms as the Committee shall prescribe, and shall be effective on a Plan Year
basis, or until changed in accordance with subsequent provisions of this Section
3.1.  A Participant's election hereunder
may be completely discontinued at any time, and may be changed on any periodic
basis defined and approved by the Committee, or as of any Valuation Date,
provided that notice of such change is received at least thirty (30) days prior
to such Valuation Date for Compensation to be earned for services rendered
following such date, or within such time frame as is approved by the Cominittee.
If, as of any Valuation Date, or as of the last day of any time period defined
and approved by the Committee in accordance with the provisions of this Section
3.1, a Participant does not submit a new election,
his previous election shall be deemed to continue.

     

    3.2           Employer Mandatory Matching
Contributions

     

    The
Employer shall make an Employer mandatory matching contribution each Plan
Quarter equal to fifty percent (50%) of the Participant's contributions made
under Section 3.1 of this Plan, limited to no more
than two percent (2%) of the Participant's Compensation for the quarter, that
exceeds, on a year to date basis, the applicable limitation under Code section
401(a)(17)(A), as adjusted in accordance with Code section
401(a)(17)(B).

     

    However,
during any Participant's Initial Participation Period, the Employer shall make
an Employer mandatory matching contribution each Plan Quarter equal to fifty
percent (50%) of the Participant's contributions made under Section 3.1 of this Plan, limited to no more than two percent
(2%) of the Participant's Compensation for the quarter.

     

    3.3           Employer Discretionary
Matching Contributions

     

    The Employer may make an additional
matching contribution each Plan Quarter, to be known as an Employer
discretionary matching contribution, equal to fifty percent (50%) of the
Participant's contributions made under Section 3.1
of this Plan, limited to no more than two percent (2%) of the Participant's
Compensation for the quarter.

     

    The
determination as to whether an Employer discretionary matching contribution
shall be made is in the sole discretion of the President of the Employer,
determined on a quarterly basis.

     


    
      
         


      

      
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    3.4           Employer Mandatory
Non-Matching Contributions

     

    The
Employer shall make an Employer mandatory non-matching contribution each Plan
Quarter equal to two percent (2%) of the Participant's Compensation for the
quarter that exceeds, on a year to date basis, the applicable limitation under
Code section 401(a)(17)(A), as adjusted in accordance with Code section
401(a)(17)(B).

     

    However,
during any Participant's Initial Participation Period, the Employer shall make
an Employer mandatory non-matching contribution each Plan Quarter equal to two
percent (2%) of the Participant's Compensation for the quarter.

     

    3.5           Employer Additional
Discretionary Contributions

     

    The
Employer may make an additional discretionary contribution each Plan
Quarter.  The determination as to which Participant(s) receives the
contribution, the amount of the contribution and the timing of the contribution
is in the sole discretion of the President of the Employer, determined on a
quarterly basis.

     

    3.6           Establishment of
Account

     

    Each
Participant herein shall have maintained in his name an Account, to which shall
be credited his salary reduction contributions, as well as his allocable share
of Employer contributions made under the terms of this Article.  A
Participant's Account shall reflect his share of such contributions, including
his allocable share of any gains and losses pursuant to Section 4.3 hereof.

     


    
      
         


      

      
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    ARTICLE
IV

     

    ALLOCATION AND
INVESTMENT

     

    4.1           Allocation

     

    Contributions
made pursuant to Section 3.1 hereof shall be
allocated to the Account of the Participant from whose Compensation such amounts
were reduced, as soon as practicable following the date of actual salary
reduction.

     

    Any
contribution made pursuant to Section 3.2, 3.3, and 3.4 hereof shall
be allocated to each participant who is in the active employ of the Employer as
of the last day of the Plan Quarter for which such contribution was made, unless
that Participants termination of employment is as a result of his death,
Disability, attainment of Normal Retirement Age, or such other cause as shall be
deemed as acceptable by the Board of Directors of the Employer.

     

    4.2           Establishment of
Trust

     

    The
Employer may establish a trust fund with regard to the Accounts hereunder,
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 each Participant and any Beneficiary
hereunder shall be solely those of an unsecured general creditor of the
Employer.

     

    4.3           Allocation of Investment
Earnings

     

    Investment
earnings shall be credited as of the last day of each calendar quarter, based on
the actual investment results for such quarter.  The earnings to be
allocated will be allocated to each Participant's Account in the proportion that
the Participant's Account balance at the beginning of the quarter, less any
withdrawals during the quarter, plus one-half (1/2) of any additions made to the
Account during the quarter, bears to the total of all such
Accounts.

     

    If more
than one investment fund is maintained, each Participant shall provide an
election as to the investment of his Accounts.  Each Participant's
investment election shall be made in writing, on such forms as the Committee
shall prescribe, and shall remain effective hereunder until
changed.  A Participant's election hereunder may be changed as of any
Valuation Date, provided that notice of such change is received at least thirty
(30) days prior to such Valuation Date, or within such time frame as is approved
by the Committee.

     


    
      
         


      

      
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    ARTICLE
V

     

    DETERMINATION OF PAYMENT OF
ACCOUNT

     

    5.1           Vesting of
Account

     

    The
Participant's Account derived from contributions made under Section 3.1 hereof shall be one hundred percent (100%) vested
and non-forfeitable at all times.

     

    As to a
Participant who is at the level of Executive Vice President or above, his total
Account shall be one hundred percent (100%) vested and non-forfeitable at all
times.

     

    As to all
other Participants, and as to the amount of such a Participant's Account other
than that derived from contributions made pursuant to Section 3.1 hereof, such Account shall become one hundred
percent (100%) vested and non-forfeitable in accordance with the
following:

     

    (a)           Upon
the retirement of a Participant at or after his Normal Retirement
Date.

     

    (b)           Upon
a determination of Disability in accordance with Section 1.2(f) hereof.

     

    (c)           Upon
the death of a Participant.

     

    Prior to the occurrence of any of the
foregoing, such a Participant shall become vested in his Account in accordance
with the following schedule:

     

     

    
      
        
          	
                  Years
      of Service

                	 
      	 
      
	
                  With
      the Employer

                	 
      	
                  Vested
      Percentage

                
	
                  Less
      than 3

                	 
      	
                      0%

                
	
                  3

                	 
      	
                    20%

                
	
                  4

                	 
      	
                    40%

                
	
                  5

                	 
      	
                    60%

                
	
                  6

                	 
      	
                    80%

                
	
                  7
      or more

                	 
      	
                  100%

                


        

      

    

     

    
 

    
      
         


      

      
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    5.2           Determination of
Account

     

    As of the
date of a Participant's termination of employment with the Employer (including
termination due to any of the events specified under Section 5.1 hereof), his vested Account balance shall be
determined in accordance with the provisions of Section 5.1 above.  Thereafter, as of the last day
of the Plan Quarter coincident with or next following his termination of
employment, the nonvested portion of his Account shall be
forfeited.  Such forfeited amount shall be used to first reduce the
Employer contributions specified under Sections 3.2, 3.3, and 3.4 hereof and any remaining amounts shall be
reallocated among all Participants eligible to receive Employer contributions as
of such date under Section 4.1 hereof, in the
proportion that such Participant’s Compensation for the Plan Quarter bears to
the Compensation for the Plan Quarter of all Participants eligible for such
contribution.

     

    5.3           Timing of
Payment

     

    A
Participant, or in the case of a benefit due to the death of a Participant, his
Beneficiary, shall be entitled to payment of his vested Account Balance
immediately following the termination of his employment status with the
Employer, and payment shall be made according to the following paragraphs of
this Section 5.3.

     

    If the
Participant has chosen payment under the lump sum option of Section 5.4, or if the Participant has chosen the installment
payment option under Section 5.4 and has not yet
begun to receive installment payments, payment shall be made as soon as
administratively feasible following the termination of his employment status,
based on the Participant's Account Balance as of the last day of the calendar
quarter next preceding the date of distribution. However, if the employer
determines that such payment would not be in the best interest of remaining
participants due to fluctuations in the value of the trust no distribution shall
be made until a subsequent value of the trust is determined as of the last day
of the calendar quarter in which the event requiring distribution
occurs.

     

    In the
event of the death of a Participant who has begun to receive annual payments
under the installment payment option, such death occurring before all of the
installments are paid, the Account Balance shall be paid to the Participant's
beneficiary or estate within twelve (12) months of the date of the Participant's
death.

     

    A
Participant who is the Chairman of the Employer may elect to receive payment of
his Vested Account balance on or after his Normal Retirement Date even if such
Participant has not retired from active service with the
Employer.  Payment shall be made in accordance with the foregoing
provisions of this Section.  Once such an election is made by such
Participant, contributions allocable to such Participant (as adjusted for
earnings and losses) after the date the Participant receives a lump sum
distribution or the final installment of an installment distribution (as
applicable), shall be paid to the Participant in a single lump sum as soon as
practicable after the end of the Plan Year to which such contributions
relate.

     


    
      
         


      

      
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    5.4           Form of
Payment

     

    A Participant may elect to receive the
Participant’s benefit in the form of a single lump sum
payment.  Alternatively, a Participant may elect to receive the
Participant’s benefit in the form of annual installments.  In either
case, for such election to be effective, such election must be made at least
thirteen (13) months prior to the date the Participant first becomes entitled to
receive the Participant’s benefit hereunder.  If a Participant does
not choose a method of payment, or fails to elect the payment option prior to
the beginning of the thirteen (13)-month period described above, payment shall
be made on an annual installment basis over an installment period of five (5)
years.

     

    Under the
annual installment payment option, the installment payment period shall not
exceed ten (10) years.  Each annual installment payment shall equal
the Participant’s Account Balance divided by the number of annual installment
payments remaining to be paid in the annual installment payment period chosen by
the Participant (or the default installment period, if applicable).

     

    Except as
provided in Section 5.3, a Beneficiary entitled to
payment shall receive his or her benefit in the form of a single lump sum
payment.

     

    5.5           Hardship
Withdrawals

     

    In the
event of a Participant's “unforeseeable emergency,” the Participant may submit a
written request to the Administrative Committee for an early withdrawal from the
Participant's Account Balance (herein called a “Hardship
Withdrawal”).

     

    The
Administrative Committee may, in its sole discretion, grant a Hardship
Withdrawal, if the Administrative Committee determines that the Participant has
an unforeseeable emergency as hereinafter defined.  The amount of the
Hardship Withdrawal shall not exceed an amount reasonably needed for the
unforeseeable emergency and shall not exceed the vested balance of the
Participant's Accounts on the date of such Hardship Withdrawal. An unforeseeable
emergency is defined as a severe financial hardship resulting from a sudden and
unexpected illness or accident of the Participant or of a dependent (as defined
in section 152(a) of the Code), loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the
Participant.  The  circumstances that will constitute an
unforeseeable emergency will depend upon the facts of each case.

     


    
      
         


      

      
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    5.6           Early
Withdrawals

     

    Notwithstanding
the aforementioned, the Participant may elect to receive a lump sum distribution
of all or a portion of the Participant's Account Balance by submitting a written
request to the Administrative Committee.  Such distribution, however,
will be subject to a ten percent (10%) early withdrawal penalty. The withdrawal
penalty is ten percent (10%) of the amount of the lump sum distribution and will
reduce such distribution.

     

    The ten
percent (10%) withdrawal penalty will be used by the Employer to offset any
required Employer contribution under this Plan.

     

    


     


    
      
         


      

      
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    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.

     

    6.2           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, without the consent of any other party.

     

    6.3           Termination of the
Plan

     

    The Plan
may be terminated, at any time, by action of the Board of Directors, without the
consent of any other party.  The termination of this Plan shall not
result in the granting of any additional rights to any Participant, such as, to
the extent not funded, full vesting of his Account, except as already provided
under the terms of Section 5.1 hereof.

     

    6.4           Notices to
Participants

     

    From
time-to-time, the Employer shall provide a Participant with an accounting of the
value of his Account.  Further, a Participant will be provided written
notice of any amendment of the Plan that affects his rights herein, and of the
termination of the Plan.

     

    6.5           Non-Alienation

     

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

     


    
      
         


      

      
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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 Grandfathered
Non-Qualified Deferred Compensation Plan as amended and restated effective as of
the Freeze Date, 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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