exhibit10cb.htm


    

      EXHIBIT
10(cb)

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      NON-QUALIFIED
DEFINED BENEFIT PLAN

      FOR
THE PRESIDENT OF NATIONAL WESTERN LIFE INSURANCE COMPANY

      


      


      


      


      


      


      


      As
Amended and Restated Effective as of

      January
1, 2009

      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      NON-QUALIFIED
DEFINED BENEFIT PLAN

      FOR THE
PRESIDENT OF NATIONAL WESTERN LIFE INSURANCE COMPANY

      


      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

                	 
      	
                  4

                
	 
      	 
      	 
      
	
                  ARTICLE
      II - ELIGIBILITY

                	 
      	
                  5

                
	
                  2.1     Eligibility
      Requirements

                	 
      	
                  5

                
	
                  2.2     Loss
      of Eligible Employee Status

                	 
      	
                  5

                
	 
      	 
      	 
      
	
                  ARTICLE
      III – FUNDING

                	 
      	
                  6

                
	
                  3.1     Funding

                	 
      	
                  6

                
	 
      	 
      	 
      
	
                  ARTICLE
      IV – BENEFITS UNDER THE PLAN

                	 
      	
                  7

                
	
                  4.1     Normal
      Retirement Benefit

                	 
      	
                  7

                
	
                  4.2     In-Service
      Normal Retirement Benefit

                	 
      	
                  7

                
	
                  4.3     Early
      Retirement Benefit

                	 
      	
                  8

                
	
                  4.4     Disability
      Retirement Benefit

                	 
      	
                  9

                
	
                  4.5     Deferred
      Vested Pension Benefit

                	 
      	
                  10

                
	
                  4.6     Pre-Retirement
      Death Benefit

                	 
      	
                  11

                
	 
      	 
      	 
      
	
                  ARTICLE
      V – DETERMINATION OF PAYMENT OF ACCOUNT

                	 
      	
                  12

                
	
                  5.1     Time
      of Payment

                	 
      	
                  12

                
	
                  5.2     Form
      of Payment

                	 
      	
                  12

                
	
                  5.3     Payment
      to the Participant’s Beneficiary

                	 
      	
                  13

                
	
                  5.4     Payments
      to an Alternate Payee

                	 
      	
                  13

                
	 
      	 
      	 
      
	
                  ARTICLE
      VI – MISCELLANEOUS

                	 
      	
                  15

                
	
                  6.1     Administration
      of the Plan

                	 
      	
                  15

                
	
                  6.2     Benefit
      Claims

                	 
      	
                  15

                
	
                  6.3     Amendment
      of the Plan

                	 
      	
                  16

                
	
                  6.4     Termination
      of the Plan

                	 
      	
                  17

                
	
                  6.5     Notices
      to Participants

                	 
      	
                  17

                
	
                  6.6     Non-Alienation

                	 
      	
                  17

                
	
                  6.7     Severability

                	 
      	
                  17

                
	
                  6.8     Governing
      Law

                	 
      	
                  17

                
	
                  6.9     Taxes

                	 
      	
                  17

                
	
                  6.10    Waiver

                	 
      	
                  17

                
	
                  6.11    Compliance
      With Code Section 409A

                	 
      	
                  18

                


        

         

      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      


      ARTICLE
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 the Participant, to augment the retirement
benefits which are otherwise provided to him under the Qualified 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
and intended 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 in lieu of continued 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.  The Participant’s benefit under the Grandfathered
Nonqualified Plan was frozen effective as of December 31,
2004.  Because the Participant did not have a positive benefit under
the Grandfathered Nonqualified Plan as of such date, the amendment freezing such
benefit also terminated all benefits for the Participant under the Grandfathered
Nonqualified Plan.  The Participant’s benefit under the Qualified Plan
was frozen effective as of December 31, 2007.  The Participant’s
elections under such plans shall not 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 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.

       

      (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.

       


      
        
           


        

        
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      (c)           Beneficiary:  The
person or persons designated (or deemed designated) by the Participant under
Section 5.3 to receive any benefits payable
hereunder after the death of the Participant.

       

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

       

      (e)           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.

       

      (f)           Disability or
Disabled:  The inability of the Participant to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months; provided that
the Participant will be considered Disabled for purposes of the Plan if and only
if he is determined to be totally disabled by the Social Security
Administration.  The Participant’s Disability shall be considered to
have ended at such time as a determination is made by the Social Security
Administration that no further disability benefits shall be payable to the
Participant under the Social Security Act.

       

      (g)          Early Retirement
Age:  The date on which the Participant attains age fifty-five
(55).

       

      (h)          Early Retirement
Date:  The first day of the month which is prior to the
Participant’s Normal Retirement Date, but follows his attainment of Early
Retirement Age, completion of fifteen (15) Years of Service, and Separation from
Service.

       

      (i)           Effective
Date:  January 1, 2009.

       

      (j)           Eligible
Employee:  The individual who is the President of the Employer
as of the Original Effective Date 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.

       


      
        
           


        

        
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      (k)           Employer:  National
Western Life Insurance Company, a corporation organized and existing under the
laws of the State of Colorado, and any successor or successors.  For
purposes of Section 1.2(v), the term “Employer” includes all persons with
whom such Employer would be considered a single employer under Code sections
414(b) and/or 414(c), determined by using the 80% ownership threshold specified
in Code sections 1563(a)(1), (2), and (3) and in Treasury Regulation section
1.414(c)-2, rather than the default 50% ownership threshold specified in
Treasury Regulation 1.409A-1(h)(3).

       

      (l)           ERISA:  the
Employee Retirement Income Security Act of 1974, as it may be amended from time
to time, including any successor.

       

      (m)         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.

       

      (n)          Hire
Date:  April 1, 1991.

       

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

       

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

       

      (q)          Original Effective
Date:  November 1, 2005.

       

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

       

      (s)           Plan:  The
Non-Qualified Defined Benefit Plan for the President of National Western Life
Insurance Company, as set forth herein, and as it may be amended from time to
time.

       

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

       

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

       

      (v)          Separates from Service or
Separation from Service:  The Participant’s “separation from
service” with the Employer within the meaning of Code section
409A(a)(2)(A)(i).  For this purpose, the Participant shall be
considered to have separated from service with the Employer if the facts and
circumstances indicate that the Employer and the Participant reasonably
anticipated that no further services would be performed after the date of
separation or that the level of bona fide services the Participant would perform
after such date would permanently decrease to an amount that is less than fifty
percent (50%) of the average level of bona fide services performed over the
immediately preceding thirty-six (36)-month period.

       


      
        
           


        

        
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      (w)          Service:  The
period of the Participant’s employment considered in the determination of his
eligibility hereunder and in the calculation of the 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 Hire Date, and thereafter based on Plan Years, including the Plan Year
within which falls his Hire Date.  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.

       

      (x)           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.

      



      
        
           


        

        
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      ARTICLE
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(j) herein, the employee shall lose his
status as a Participant, and no further benefit accruals for the employee shall
be allowed under the Plan.

      



      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      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, the benefits to be provided to the Participant
hereunder may be paid from the assets, if any, of the National Western Life
Insurance Company Non-Qualified Plans Trust, designed and intended 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 solely from the general assets of the Employer.  The rights of
the Participant and any Beneficiary hereunder shall be solely those of an
unsecured general creditor of the Employer.

      



      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      ARTICLE
IV

      BENEFITS UNDER THE
PLAN

      


      


      4.1          
Normal Retirement
Benefit

       

      The
benefit to be paid to the Participant if he Separates from Service upon his
Normal Retirement Date shall be equal to (a) less (b) less (c)
where:

      


      (a)           equals
the product of the following amounts determined as of the date of the
Participant’s Separation from Service (i) the Participant’s years of Service (up
to a maximum of forty-five (45)) multiplied by (ii) 1.66667% multiplied by (iii)
the excess of the Participant’s Compensation over the 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;

       

      (b)          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 the Participant’s Hire Date, accumulated at an
assumed interest rate of eight and one-half percent (8.5%) to the Participant’s
Normal Retirement Date; and

       

      (c)           equals
the annual single life annuity benefit which is payable (or which would be
payable if elected by the Participant) to or with respect to the Participant
under the terms of the Qualified Plan at his Normal Retirement
Date.

       

      Such
benefit shall be payable effective as of the Participant’s Normal Retirement
Date, 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).

      


      4.2          
In-Service Normal
Retirement Benefit

       

      (a)           The
benefit to be paid to the Participant upon his Normal Retirement Date if he does
not Separate from Service upon such date shall be equal to (i) less (ii) less
(iii) where:

       

      (i)           equals
the product of the following amounts determined as of the Participant’s Normal
Retirement Date (A) the Participant’s years of Service (up to a maximum of
forty-five (45)) multiplied by (B) 1.66667% multiplied by (C) the excess of the
Participant’s Compensation over the 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;

       


      
        
           


        

        
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      (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 the Participant’s Hire Date, 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 annual single life annuity benefit which is payable (or which would be
payable if elected by the Participant) to or with respect to the Participant
under Section 7.7 (or any successor provision) of the Qualified Plan at the
Participant’s Normal Retirement Date.

       

      (b)          Subsequent
to the Participant’s Normal Retirement Date, the net annual benefit payable to
the Participant as of his Normal Retirement Date shall be increased for
additional Service and changes in Compensation as follows:

       

      (i)           The
annual benefit under Section 4.2(a)(i) shall be
reduced by the amount determined under Section 4.2(a)(ii);

       

      (ii)          The
net benefit under Section 4.2(b)(i)  shall be increased by multiplying
it by (A) the ratio of the Participant’s then current years of Service (up to a
maximum of forty-five (45)) to his years of Service credited as of his Normal
Retirement Date and (B) the ratio of the Participant’s then current Compensation
to his Compensation as of his Normal Retirement Date; and

       

      (iii)         The
adjusted annual benefit under Section 4.2(b)(ii)
shall then be reduced by the annual single life annuity benefit which is payable
(or which would have been payable if elected by the Participant at his Normal
Retirement Date) to or with respect to the Participant under Section 7.7 (or any
successor provision) of the Qualified Plan.

       

      For
purposes of calculating the benefit payable to the Participant under Section 4.2(b)(ii), the Participant’s (i) Compensation and
Service and (ii) resulting pension benefit under this Plan shall be redetermined
on a monthly basis.

      


      (c)           The
Participant’s benefit under this Section 4.2 shall
be payable effective as of the Participant’s Normal Retirement Date, 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).

       

      4.3         
 Early Retirement
Benefit

       

      The
benefit to be paid to the Participant if he Separates from Service on or after
his Early Retirement Date and before his Normal Retirement Date shall be equal
to (a) less (b) less (c), with the net result adjusted under (d)
where:


      
        
           


        

        
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      (a)           equals
the product of the following amounts determined as of the date of the
Participant’s Separation from Service (A) the Participant’s years of Service (up
to a maximum of forty-five (45)) multiplied by (B) 1.66667% multiplied by (C)
the excess of the Participant’s Compensation over the 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;

       

      (b)          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 the Participant’s Hire Date, accumulated at an
assumed interest rate of eight and one-half percent (8.5%) to the Participant’s
Early Retirement Date; and

       

      (c)           equals
the annual single life annuity benefit which is payable (or which would be
payable if elected by the Participant) to or with respect to the Participant
under the terms of the Qualified Plan if his retirement under such plan were
effective as of his Early Retirement Date.

       

      (d)          Such
net benefit ((a) less (b) less (c)) shall be reduced to reflect early
commencement, by one-fifteenth (1/15th) for
each of the first five (5) years and one-thirtieth (1/30th) for
each of the next five (5) years by which the Participant’s Early Retirement Date
precedes the Participant’s Normal Retirement Date, with such reduction
interpolated between whole years of completed months.

       

      Such
benefit shall be payable effective as of the Participant’s Early Retirement
Date, 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).

      


      4.4        
  Disability
Retirement Benefit

       

      The
benefit to be paid to the Participant if he Separates from Service prior to his
Normal Retirement Date (or prior to his Early Retirement Date if he has
completed fifteen (15) years of Service upon such separation) due to Disability
shall be equal to (a) less (b) less (c) where:

      


      (a)           equals
the product of the following amounts determined as of the Participant’s Normal
Retirement Date and as if the Participant had remained in Service while Disabled
(i) the Participant’s years of Service (up to a maximum of forty-five (45))
multiplied by (ii) 1.66667% multiplied by (iii) the excess of the Participant’s
Compensation over the 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;

       


      
        
           


        

        
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      (b)          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 the Participant’s Hire Date, accumulated at an
assumed interest rate of eight and one-half percent (8.5%) to the Participant’s
Normal Retirement Date; and

       

      (c)           equals
the annual single life annuity benefit which is payable (or which would be
payable if elected by the Participant) to or with respect to the Participant
under the terms of the Qualified Plan.

       

      Such
benefit shall be payable effective as of the Participant’s Normal Retirement
Date, 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).

      


      4.5        
  Deferred
Vested Pension Benefit

       

      The
benefit to be paid to the Participant if he Separates from Service at a time
when he (or his Beneficiary) is not entitled to a benefit under Section 4.1, 4.2, 4.3, 4.4, or 4.6 shall be equal to (a) less (b) less (c)
where:

      


      (a)           equals
the product of the following amounts determined as of the date of the
Participant’s Separation from Service (i) the Participant’s years of Service (up
to a maximum of forty-five (45)) multiplied by (ii) 1.66667% multiplied by (iii)
the excess of the Participant’s Compensation over the 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;

       

      (b)          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 the Participant’s Hire Date and until the date of
Separation from Service, accumulated at an assumed interest rate of eight and
one-half percent (8.5%) to the effective date of benefit commencement;
and

       

      (c)           equals
the annual single life annuity benefit which is payable (or which would be
payable if elected by the Participant) to or with respect to the Participant
under the terms of the Qualified Plan.

       

      If the
Participant had completed at least fifteen (15) years of Service upon his
Separation from Service such benefit shall be payable effective as of his Early
Retirement Date, but shall be reduced for early commencement in accordance with
Section 4.3(d).  If the Participant had
not completed at least fifteen (15) years of Service upon his Separation from
Service, such benefit shall be payable effective as of the Participant’s Normal
Retirement Date.  In either case, such benefit shall be paid in
accordance with Article V hereof as to time, form, and duration of
payment.  Monthly installments under Article V shall be calculated by
dividing the Participant’s annual benefit by twelve (12).


      
        
           


        

        
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      4.6          
Pre-Retirement Death
Benefit

       

      (a)           If
the Participant dies prior to commencement of a benefit under the foregoing
provisions of this Article IV, his Beneficiary shall be entitled to receive the
Actuarial Equivalent of his Accrued Benefit that would have been payable at his
Normal Retirement Date, determined as if the Participant Separated from Service
on his date of death, survived until his Normal Retirement Date, and commenced
receipt of his benefit effective as of his Normal Retirement Date.

       

      (b)          If
the Participant dies following his Separation from Service due to Disability and
prior to the commencement of a disability pension benefit under Section 4.4, his Beneficiary shall be entitled to receive the
Actuarial Equivalent of his Accrued Benefit that would have been payable at his
Normal Retirement Date under Section 4.4.

       

      (c)           If
the Participant dies following his Separation from Service described in Section
4.5, but prior to the commencement of a deferred
vested pension benefit under such Section, his Beneficiary shall be entitled to
receive the Actuarial Equivalent of his Accrued Benefit that would have been
payable at his Early Retirement Date or his Normal Retirement Date, whichever
would have applicable under Section 4.5.

       

      (d)          The
pre-retirement death benefit payable to the Participant’s Beneficiary shall be
payable effective as of the first day of the month coinciding with or next
following the date of the Participant’s death, 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 Beneficiary’s
annual benefit by twelve (12).

       


      
        
           


        

        
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      ARTICLE
V

      DETERMINATION OF PAYMENT OF
BENEFIT

      


      


      5.1        
  Time of
Payment

       

      (a)           Payment
to the Participant (or his Beneficiary) shall commence within ninety (90) days
after the first applicable effective date of payment under Article IV, with the
first payment to include all benefits payable from the effective date of payment
to the date of the first payment.  Neither the Participant nor his
Beneficiary shall have the right to designate the taxable year of such
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) shall not change the time or form of payment
under this Plan.

       

      (b)          Notwithstanding
the foregoing, payment to the Participant shall be delayed to the extent
required by Code section 409A(a)(2)(B)(i).  Accordingly, 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 affiliates described in the second sentence of Section
1.2(k)), any payments which the Participant is
otherwise entitled to receive under Section 4.1, 4.3, 4.4, or 4.5 and this Section 5.1
during the six (6)-month period beginning on the date the Participant Separates
from Service shall be accumulated and paid effective as of the date that is six
(6) months after the date the Participant Separates from
Service.  This Section 5.1(b) 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.

       

      (c)           Notwithstanding
anything herein to the contrary, the payment of benefits hereunder shall not be
accelerated in a manner that would not be permissible under Code section
409A.

       

      5.2       
   Form
of Payment

       

      (a)           With
respect to benefits payable under Sections 4.1
through 4.5, the Participant shall receive his
vested Accrued Benefit payable in the form of a twenty-one (21)-year guaranteed
single life annuity payable in monthly installments.  Payments under
such annuity shall be guaranteed for twenty-one (21) years after the initial
effective date of the Participant’s commencement of benefits under Article IV
(additional benefits payable under Section 4.2(b)
are not subject to an additional or separate twenty-one (21)-year guarantee
period), and shall continue for the life of the Participant if the Participant
lives beyond such guarantee period.

       


      
        
           


        

        
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      (b)          With
respect to benefits payable under Section 4.6, the
Participant’s Beneficiary shall receive the Actuarial Equivalent of the
Participant’s Accrued Benefit in the form of substantially equal monthly
installments payable over a period of twenty-one (21) years.

       

      (c)           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 the Participant’s
Beneficiary

       

      (a)           The
Participant may designate one or more Beneficiaries to receive any benefits
payable under the Plan after 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.  To be effective, any beneficiary
designation or revocation of a beneficiary designation must be on a form
acceptable to the Employer and must be filed with and received by the Employer
prior to the death of the Participant.

       

      (b)           Any
designation of a person as a Beneficiary shall be deemed to be contingent upon
the person’s surviving the Participant.  Any designation of a class or
group of Beneficiaries shall be deemed to be a designation of only those members
of the class or group who are living at the time of the Participant’s
death.  Any designation of a trust as a Beneficiary shall be invalid
if the trust is not in existence at the time of the Participant’s
death.  The Participant may designate (in the manner provided in
subsection (a), above) one or more persons as a contingent Beneficiary or
Beneficiaries to receive, upon the Participant’s death, the benefit that the
primary Beneficiary would have received had the primary Beneficiary survived the
Participant.

       

      (c)           If
the Participant does not make an effective beneficiary designation prior to
death or if no designated Beneficiary survives the Participant, the
Participant’s estate shall be deemed to be his Beneficiary.

       

      (d)           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.

       

      5.4      
    Payments to an Alternate
Payee

       

      (a)            The
Committee may establish a procedure for the Plan to administer qualified
domestic relations orders.  Such procedure shall comply with the
applicable requirements of ERISA sections 206(d)(3) and
514(b)(7).

       


      
        
           


        

        
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      (b)           The
Committee may approve payment to an alternative payee, pursuant to the terms of
a qualified domestic relations order, as defined under ERISA
sections 206(d)(3) and 514(b)(7); provided that payment to an alternate
payee may not commence prior to the Participant’s “earliest retirement age” as
defined by ERISA section 206(d)(3)(E)(ii).  Any such payment shall not
be prohibited by Section 6.6 or, to the extent
permitted under Code section 409A, Section 5.1(c).

       

      (c)            Any
benefits payable to the Participant’s alternate payee(s) under the Qualified
Plan shall be included as a benefit payable to or with respect to the
Participant for purposes of determining the Qualified Plan offset under Sections
4.1(c), 4.2(a)(iii),
4.2(b)(iii), 4.3(c),
4.4(c), and 4.5(c) (as
applicable).

       


      
        
           


        

        
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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.

      


      (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 administer the claims procedures set forth in this Section 6.2 in accordance with section 503 of
ERISA.  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:


      
        
           


        

        
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      (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
(one hundred eighty (180) days in the case of a claim relating to Disability
benefits) 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 (one hundred eighty (180)-day period in the case of a
claim relating to Disability benefits) 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 (forty-five (45) days in
the case of a claim relating to Disability benefits) after the Participant's
written request for review is received, unless special circumstances (such as a
hearing) would make the rendering of a decision within such sixty (60)-day
period (forty-five (45)-day period in the case of a claim relating to Disability
benefits) impracticable.  In such case, notice of an extension shall
be provided to the Participant within the original sixty (60)-day period
(forty-five (45)-day period in the case of a claim relating to Disability
benefits), and notice of a final decision regarding the denial of a claim for
benefits will be provided within one hundred twenty (120) days (ninety (90) days
in the case of a claim relating to Disability benefits) after receipt of the
original request for review.

      


      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.


      
        
           


        

        
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      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

       

      Except as
required by ERISA, 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 the 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.

      


      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.


      
        
           


        

        
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      6.11         Compliance With Code Section
409A

       

      (a)             To
the extent any provision of this Plan or any omission from the Plan would
(absent this Section 6.11(a)) 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(a) shall
not apply and shall not be construed to amend any provision of the Plan to the
extent this Section 6.11(a) or any amendment required thereby would itself
cause any amounts to be includable in income under Code section
409A(a)(1).

       

      (b)             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 Plan, 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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