exhibit10cc.htm


    

      EXHIBIT
10(cc)

      


      


      


      


      


      


      


      


      


      


      


      


      NATIONAL
WESTERN LIFE INSURANCE COMPANY

      GRANDFATHERED

      NON-QUALIFIED
DEFINED BENEFIT PLAN

      


      


      


      


      


      


      


      As
Amended and Restated Effective as of

      December
31, 2004

      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      NATIONAL
WESTERN LIFE INSURANCE COMPANY

      GRANDFATHERED
NON-QUALIFIED DEFINED BENEFIT PLAN

      


      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 and Early Retirement

              	 
      	
                4

              
	
                Eligibility
      Service

              	 
      	 
      
	 
      	 
      	 
      
	
                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     Late
      Retirement Benefit

              	 
      	
                8

              
	
                4.3     Early
      Retirement Benefit

              	 
      	
                9

              
	
                4.4     Disability
      Retirement Benefit

              	 
      	
                10

              
	
                4.5     Benefit
      at Termination of Employment

              	 
      	
                11

              
	
                4.6     Pre-Retirement
      Death Benefit

              	 
      	
                12

              
	
                4.7     In-Service
      Distribution Under the Qualified Plan

              	 
      	
                13

              
	
                4.8     Supplemental
      Benefit for Charles D. Milos, Jr.

              	 
      	13
	
                4.9     Alternative
      Benefit for Chairman of the Employer

              	 
      	
                13

              
	
                4.10    Benefit
      for President of the Employer

              	 
      	
                15

              
	 
      	 
      	
              
	
                ARTICLE
      V – DETERMINATION OF PAYMENT OF ACCOUNT

              	 
      	
                16

              
	
                5.1     Form
      of Payment

              	 
      	
                16

              
	
                5.2     Special
      payment Provision

              	 
      	
                16

              
	 
      	 
      	 
      
	
                ARTICLE
      VI – MISCELLANEOUS

              	 
      	
                17

              
	
                6.1     Administration
      of the Plan

              	 
      	
                17

              
	
                6.2     Amendment
      of the Plan

              	 
      	
                17

              
	
                6.3     Termination
      of the Plan

              	 
      	
                17

              
	
                6.4     Notices
      to Participants

              	 
      	
                17

              
	
                6.5     Non-Alienation

              	 
      	
                17

              


      

      



      
        
           


        

        
          i

          
            

          

        

        
           


        

      


      


      ARTICLE
I

       

      INTRODUCTION

      


      1.1           Purpose of the
Plan

       

      This Plan
is established by the Employer to provide an additional benefit for certain
select management employees, who are defined below, to augment the retirement
benefit which is otherwise provided to such employees under the tax qualified
defined benefit plan maintained by the Employer.  This Plan is not
intended to, and does not, qualifies 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)           Accrued
Benefit:  The benefit determined under Article IV hereof,
payable at the Participant’s Normal Retirement Date, which has accrued at any
time under the provisions of the Plan, determined as if the Participant had then
terminated his employment with the Employer.

       

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

       

      (c)           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.

       

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

       


      
        
           


        

        
          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.  Prior to January 1, 2000, “NWAMI compensation” was
excluded from the definition of “Compensation.”

       

      (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)           Early Retirement
Date:  The first day of the month which is prior to a
Participant’s Normal Retirement Date, but follows his attainment of age
fifty-five (55), completion of fifteen (15) Years of Service, and his
termination of employment from the Employer.

       

      (h)           Effective
Date:  January 1, 1991.

       

      (i)           
Eligible
Employee:  A person employed by the Employer as of December 31,
1990, 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.

       

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

       

      (k)           Freeze
Date:  December 31, 2004.

       

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

       

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

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      


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

       

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

       

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

       

      (q)           Qualified
Plan:  The National Western Life Insurance Company Pension
Plan, as it may be amended from time-to-time.

       

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

       

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

       

      1.3           Construction

       

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

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      


      1.4           Cessation of Benefit
Accruals and Vesting and Early Retirement Eligibility
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 or Early
Retirement Date eligibility purposes, or accrue any benefits under the Plan
after the Freeze Date.  For purposes of the immediately preceding
sentence, an individual would be considered to accrue benefits under the Plan
after the Freeze Date if he would experience an increase in any retirement,
ancillary, or other benefit already earned or accrued under the Plan as of the
Freeze Date.  Without limiting the generality of the foregoing, an
individual would experience an increase in benefits if he, for example, is
credited with new Service, Compensation, or other remuneration taken into
account under the Plan.  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 benefit accrual
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           Eligibility
Requirements

       

      An
Eligible Employee shall become a Participant hereunder as of the first January 1
or July 1 which is coincident with or next follows his completion of one (1)
Year of Service.

      


      2.2           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 with the meaning of Section 1.2(i) herein, the employee shall lose his status as a
Participant, and no further contributions by 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 each
Participant hereunder may be paid from the assets, if any, of the National
Western Life Insurance Company Non-Qualified Plans Trust, if any, 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.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


      ARTICLE
IV

       

      BENEFITS UNDER THE
PLAN

      


      4.1           Normal Retirement
Benefit

       

      The
benefit to be paid pursuant to this Plan to a Participant who retires at his
Normal Retirement Date shall be equal to a. less b. less c., but in no event
greater than d., where:

      


      (a)           equals
the benefit which would have been payable at the Participant’s Normal Retirement
Date under the terms of the Qualified Plan as of December 31, 1990, as if that
plan had continued without change, and without regard to limitations applicable
under Code sections 401(a)(17) and 415, and

       

      (b)           equals
the benefit which actually becomes payable under the terms of the Qualified Plan
at the Participant’s Normal Retirement Date, and

       

      (c)           equals
the Actuarially Equivalent life annuity which may be provided by an accumulation
of two percent (2%) of the Participant’s Compensation for each year of Service
on and after the Effective Date hereunder, accumulated at an assumed interest
rate of eight and one-half percent (8.5%) to his Normal Retirement Date,
and

       

      (d)           equals
the benefit which would have been payable at the Participant’s Normal Retirement
Date under the terms of the Qualified Plan as of December 31, 1990, as if that
plan had continued without change , and without regard to limitations applicable
under Code sections 401(a)(17) and 415, except that the proration over fifteen
(15) years shall instead be calculated over thirty (30) years (i.e. the benefit
shall equal fifty percent (50%) of Final Average Compensation less fifty percent
(50%) of Primary Insurance Amount as defined under the Qualified Plan, for
thirty (30) or more years of service at Normal Retirement Date or,
alternatively, each portion of the formula shall be determined as One and
two-thirds percent (1.667%) for each year of service to the maximum thirty (30)
years of service), and except that NWAMI Compensation normally excluded by
reason of Section 1.2(e) hereof shall be included,
less the benefit provided under the Qualified Plan.

       

      The
foregoing benefit shall be payable as of the Participant’s Normal Retirement
Date, in accordance with Article V hereof as to form and duration of
payment.

      



      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      


      4.2           Late Retirement
Benefit

       

      The
benefit to be paid pursuant to this Plan to a Participant who retires after his
Normal Retirement Date shall be equal to a. less b. less c., but in no event
greater than d., where:

      


      (a)           equals
the Actuarial Equivalent of the benefit which would have been payable at the
Participant’s Normal Retirement Date under the terms of the Qualified Plan as of
December 31, 1990, as if that plan had continued without change, and without
regard to limitations applicable under Code sections 401(a)(17) and 415,
and

       

      (b)          
equals the benefit which actually becomes payable under the terms of the
Qualified Plan at the Participant’s Late Retirement Date, and

       

      (c)          
equals the Actuarially Equivalent life annuity which may be provided by an
accumulation of two percent (2%) of the Participant’s Compensation for each year
of Service on and after the Effective Date hereunder, accumulated at an assumed
interest rate of eight and one-half percent (8.5%) to his Late Retirement Date,
and

       

      (d)          
equals the benefit which would have been payable at the Participant’s Late
Retirement Date under the terms of the Qualified Plan as of December 31, 1990,
as if that plan had continued without change , and without regard to limitations
applicable under Code sections 401(a)(17) and 415, except that the proration
over fifteen (15) years shall instead be calculated over thirty (30) years (i.e.
the benefit shall equal fifty percent 50%) of Final Average Compensation less
fifty percent (50%) of Primary Insurance Amount as defined under the Qualified
Plan, for thirty (30) or more years of service at Late Retirement Date or,
alternatively, each portion of the formula shall be determined as One and
two-thirds percent (1.667%) for each year of service to the maximum thirty (30)
years of service), and except that NWAMI Compensation normally excluded by
reason of Section 1.2(e) hereof shall be included,
less the benefit provided under the Qualified Plan.

       

      The
foregoing benefit shall be payable as of the first day of the month following
the Participant’s termination of employment from the Employer, in accordance
with Article V hereof as to form and duration of payment.

      



      
        
           


        

        
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      4.3           Early Retirement
Benefit

       

      The
benefit to be paid pursuant to this Plan to a Participant who retires on or
after his Early Retirement Date and before his Normal Retirement Date shall be
equal to a. less b. less c., but in no event greater than d.,
where:

      


      (a)           equals
the benefit which would have been payable at the Participant’s Normal Retirement
Date under the terms of the Qualified Plan as of December 31, 1990, as if that
plan had continued without change, and without regard to limitations applicable
under Code sections 401(a)(17) and 415, multiplied by a fraction, the numerator
of which is his years of Service as of his Early Retirement Date, and the
denominator of which is his years of Service he would have earned had his
employment continued uninterrupted to his Normal Retirement Date,
and

       

      (b)           equals
the benefit which would be payable under the terms of the Qualified Plan if his
retirement under such plan were effective as of the same date, and

       

      (c)           equals
the Actuarially Equivalent life annuity which may be provided by an accumulation
of two percent (2%) of the Participant’s Compensation for each Year of Service
on and after the Effective Date hereunder, accumulated at an assumed interest
rate of eight and one-half percent (8.5%) to his Early Retirement Date,
and

       

      (d)           equals
the benefit which would have been payable at the Participant’s Normal retirement
Date under the terms of the Qualified Plan as of December 31, 1990, as if that
plan had continued without change , and without regard to limitations applicable
under Code Sections 401(a)(17) and 415, except that the proration over fifteen
(15) years shall instead be calculated over thirty (30) years (i.e. the benefit
shall equal fifty percent 50%) of Final Average Compensation less fifty percent
(50%) of Primary Insurance Amount as defined under the Qualified Plan, for
thirty (30) or more years of service at Early Retirement Date or, alternatively,
each portion of the formula shall be determined as One and two-thirds percent
(1.667%) for each year of service to the maximum thirty (30) years of service),
and except that NWAMI Compensation normally excluded by reason of Section 1.2(e) hereof shall be included, less the benefit
provided under the Qualified Plan.  Such benefit shall then be
multiplied by a fraction, the numerator of which is his years of Service as of
his Early Retirement Date, and the denominator of which is his years of Service
he would have earned had his employment continued uninterrupted to his Normal
Retirement Date.

       

      The
foregoing benefit shall be payable as of the Participant’s Early Retirement
Date, in accordance with Article V hereof as to form and duration of
payment.  Such benefit shall be reduced to reflect earlier
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 Early Retirement Date precedes the
Participant’s Normal Retirement Date, with such reduction interpolated between
whole years of completed months.


      
        
           


        

        
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      4.4           Disability Retirement
Benefit

       

      If a
Participant who has completed five (5) years of Service becomes Disabled, the
benefit to be paid pursuant to this Plan shall be equal to a. less b. less c.,
but in no event greater than d., where:

      


      (a)           equals
the benefit which would have been payable at the Participant’s Normal Retirement
Date under the terms of the Qualified Plan as of December 31, 1990, as if that
plan had continued without change, and without regard to limitations applicable
under Code sections 401(a)(17) and 415, and

       

      (b)           equals
the benefit which actually becomes payable under the terms of the Qualified Plan
at the Participant’s Disability Retirement Date, and

       

      (c)           equals
the Actuarially Equivalent life annuity which may be provided by an accumulation
of two percent (2%) of the Participant’s Compensation for each year of Service
on and after the Effective Date hereunder, accumulated at an assumed interest
rate of eight and one-half percent (8.5%) to his Normal Retirement Date,
and

       

      (d)           equals
the benefit which would have been payable at the Participant’s Normal Retirement
Date under the terms of the Qualified Plan as of December 31, 1990, as if that
plan had continued without change , and without regard to limitations applicable
under Code Sections 401(a)(17) and 415, except that the proration over fifteen
(15) years shall instead be calculated over thirty (30) years (i.e. the benefit
shall equal fifty percent 50%) of Final Average Compensation less fifty percent
(50%) of Primary Insurance Amount as defined under the Qualified Plan, for
thirty (30) or more years of service at Normal Retirement Date or,
alternatively, each portion of the formula shall be determined as One and
two-thirds percent (1.667%) for each year of service to the maximum thirty (30)
years of service), and except that NWAMI Compensation normally excluded by
reason of Section 1.2(e) hereof shall be included,
less the benefit provided under the Qualified Plan.

       

      The
foregoing benefit shall be payable as of the Participant’s Normal Retirement
Date, in accordance with Article V hereof as to form and duration of
payment.

      



      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


      4.5           Benefit at Termination of
Employment

       

      The
benefit to be paid pursuant to this Plan to a Participant who terminates his
employment at a time when he is not entitled to a Normal Retirement, Late
Retirement, Early Retirement, Disability Retirement, or Death Benefit shall be
equal to a. less b. less c., but in no event greater than d., multiplied by e.
where:

      


      (a)           equals
the benefit which would have been payable at the Participant’s Normal Retirement
Date under the terms of the Qualified Plan as of December 31, 1990, as if that
plan had continued without change, and without regard to limitations applicable
under Code sections 401(a)(17) and 415, multiplied by a fraction, the numerator
of which is his years of Service as of his date of termination of employment
with the Employer, and the denominator of which is his years of Service he would
have earned had his employment continued uninterrupted to his Normal Retirement
Date, and

       

      (b)           equals
the benefit which would be payable under the terms of the Qualified Plan if his
retirement under such plan were effective as of the same date, and

       

      (c)           equals
the Actuarially Equivalent life annuity which may be provided by an accumulation
of two percent (2%) of the Participant’s Compensation for each Year of Service
on and after the Effective Date hereunder, accumulated at an assumed interest
rate of eight and one-half percent (8.5%) to his date of termination of
employment with the Employer.

       

      (d)           equals
the benefit which would have been payable at the Participant’s Normal retirement
Date under the terms of the Qualified Plan as of December 31, 1990, as if that
plan had continued without change , and without regard to limitations applicable
under Code sections 401(a)(17) and 415, except that the proration over fifteen
(15) years shall instead be calculated over thirty (30) years (i.e. the benefit
shall equal fifty percent 50%) of Final Average Compensation less fifty percent
(50%) of Primary Insurance Amount as defined under the Qualified Plan, for
thirty (30) or more years of service at Early Retirement Date or, alternatively,
each portion of the formula shall be determined as One and two-thirds percent
(1.667%) for each year of service to the maximum thirty (30) years of service),
less the benefit provided under the Qualified Plan, and except that NWAMI
Compensation normally excluded by reason of Section 1.2(e) hereof shall be
included, such benefit multiplied by a fraction, the numerator of which is his
years of Service as of his date of termination of employment with the Employer,
and the denominator of which is his years of Service he would have earned had
his employment continued uninterrupted to his Normal Retirement Date,
and

       


      
        
           


        

        
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      (e)           is
one hundred percent (100%) if the Participant is at a level equal to or higher
than Executive Vice President, and in all other cases is determined based on the
following:

       

      
        


        
          
            	
                    Years
      of Service

                  	 
      	
                    Percent

                  
	
                    Less
      than 3 years

                  	 
      	
                        0%

                  
	
                    3
      years

                  	 
      	
                      20%

                  
	
                    4
      years

                  	 
      	
                      40%

                  
	
                    5
      years

                  	 
      	
                      60%

                  
	
                    6
      years

                  	 
      	
                      80%

                  
	
                    7
      years or more

                  	 
      	
                     100%

                  


          

        



      The
foregoing benefit shall be payable as of the Participant’s Normal Retirement
Date, unless at his date of termination of employment with the Employer he had
completed at least fifteen (15) years of Service, in which event it shall be
payable as of the first day of the month coincident with or following his
fifty-fifth birthday, reduced in accordance with the provisions of Section 4.3 hereof.  The benefit shall be paid in
accordance with Article V hereof as to form and duration of
payment.

      


      4.6           Pre-Retirement Death
Benefit

       

      If a
Participant dies while in the active service of the Employer, his Beneficiary
shall be entitled to receive the Actuarial Equivalent of his Accrued Benefit
that would have been payable at his Normal Retirement Date (if the Participant
dies on or before his Normal Retirement Date) or at his Late Retirement Date (if
the Participant dies after his Normal Retirement Date).  Such benefit
shall be payable 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 form and duration of payment.

      


      If a
Participant dies following his termination of employment at a time when he is
entitled to a deferred benefit under Section 4.5
hereof, his Beneficiary shall be entitled to receive the Actuarial Equivalent of
his vested Accrued Benefit that would have been payable at his Normal Retirement
Date.  Such benefit shall be payable 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 form and duration of
payment.

      



      
        
           


        

        
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      4.7           In-Service Distribution
Under the Qualified Plan

       

      If a
Participant elects to receive an in-service Pension under Section 7.7 of the
Qualified Plan, such Participant shall not be eligible to receive a benefit
under this Plan until the Participant otherwise becomes eligible to receive a
benefit hereunder pursuant to Section 4.1, 4.2, 4.6, or 4.9.

      


      4.8           Supplemental Benefit for
Charles D. Milos, Jr.

       

      (a)           Any
benefit which Charles D. Milos, Jr. may be entitled to receive under the
preceding provisions of this Article IV shall be increased by the Actuarial
Equivalent Value of the excess of (i) the benefit which he would have received
under the Qualified Plan had he been credited with service under such plan for
the period from February 28, 1981 to January 1, 1983 and (ii) the benefit which
actually becomes payable to such Participant under the terms of the Qualified
Plan.

       

      (b)           Any
benefit which Charles D. Milos, Jr. may be entitled to receive under Sections 4.1 through 4.7 hereof
shall be determined as if such Participant had been credited with Service for
purposes of this Plan and service for purposes of the Qualified Plan for the
period from February 28, 1981 to January 1, 1983.

       

      (c)           Notwithstanding
any provision hereof to the contrary, this Section 4.8 is not intended to duplicate and shall not be
construed to duplicate any benefit which Charles D. Milos, Jr. is entitled to
receive under the terms of the Qualified Plan.

       

      4.9           Alternative Benefit for
Chairman of the Employer

       

      The
provisions of this Section 4.9 shall apply solely
to Robert L. Moody, the Chairman of the Employer as of the effective date of
this Section.  The benefit payable to such Participant under this
Section 4.9 shall be in lieu of any other benefit
payable to such Participant under the Plan.

      


      (a)           The
benefit payable to such Participant under the Plan as of such Participant’s
Normal Retirement Date shall be equal to (i) less (ii) less (iii),
where:

       

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

       

      (ii)           equals
the benefit which actually becomes payable to such Participant under the terms
of the Qualified Plan at the Participant’s Normal Retirement Date,
and

       


      
        
           


        

        
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      (iii)           equals
the Actuarially Equivalent life annuity which may be provided by an accumulation
of two percent (2%) of such Participant’s Compensation for each year of Service
on and after the Effective Date hereunder, accumulated at an assumed interest
rate of eight and one-half percent (8.5%) to his Normal Retirement
Date.

       

      (b)           Subsequent
to such Participant’s Normal Retirement Date, the net benefit payable at such
Participant’s Normal Retirement Date shall be increased for additional Service
and changes in Plan Compensation as follows.  The gross benefit,
defined as (a)(i) less (a)(iii) above, shall be increased (i) by the ratio of
such 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 (ii)
by the ratio of such Participant’s then current Plan Compensation to his Plan
Compensation as of his Normal Retirement Date.  The net benefit shall
be equal to the gross benefit so increased, less the current benefit then
payable under the terms of the Qualified Plan.

       

      (c)           For
purposes of calculating the benefit payable to such Participant under (b) above,
such Participant’s (i) Plan Compensation and Service and (ii) resulting pension
benefit under this Plan shall be redetermined on a monthly basis; provided that
the Participant’s Compensation for a Plan Year may be projected on an average,
level monthly basis for the year, with any benefit attributable to actual
Compensation not taken account in such projection paid after the end of the Plan
Year in a single lump sum equal to the cumulative monthly
difference.

       

      (d)           The
benefit payable under this Section 4.9 (i) shall be
payable in accordance with Article V hereof as to form and duration of payment
and (ii) shall be reduced by the amount of any benefits paid hereunder to such
Participant prior to the date of adoption of the Seventh Amendment to the
Plan.

       

      The
benefit payable to such Participant under this Section 4.9 with respect to periods prior to the adoption of
the Seventh Amendment to the Plan (after reduction pursuant to (d) above), shall
be paid to such Participant as soon as practicable after the date of adoption of
such Plan amendment in a single lump sum equal to the cumulative monthly
difference.

      


      Notwithstanding
anything herein to the contrary, the benefit payable to such Participant under
this Section 4.9 shall be frozen effective as of
December 31, 2004 and shall not increase on account of additional Service or
Plan Compensation after such date.  The provisions of this paragraph
are intended to comply with 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 Q&A-18(c)
of Internal Revenue Service Notice 2005-1.

      



      
        
           


        

        
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      4.10           Benefit for President of the
Employer

       

      (a)           The
individual who is the President of the Employer on December 1, 2002 shall be
considered an Eligible Employee and shall retroactively become a Participant in
the Plan effective as of April 1, 1991; provided that Section 5.2 of the Plan shall not apply to such
Participant.

       

      (b)           For
purposes of determining the benefit which such Participant shall be entitled to
receive under Sections 4.1 through 4.6 hereof, as applicable, Sections 4.1(c), 4.2(c), 4.3(c), 4.4(c), and 4.5(c) shall be applied by substituting April 1, 1991
for the Effective Date.

       

      (c)           For
purposes of determining the benefit which such Participant shall be entitled to
receive under Sections 4.1 through 4.6 hereof, as applicable, Sections 4.1(a), 4.1(d), 4.2(a), 4.2(d), 4.3(a), 4.3(d), 4.4(a), 4.4(d), 4.5(a), and 4.5(d) shall
be applied by determining a benefit for such Participant under the terms of the
Qualified Plan as of December 31, 1990 (using the Participant’s service and
compensation from and after April 1, 1991) even though such Participant did not
become a participant in the Qualified Plan until after December 31,
1990.

       

      (d)           Notwithstanding
any provision hereof to the contrary, this Section 4.10 is not intended to duplicate and shall not be
construed to duplicate any benefit which such Participant is entitled to receive
under the terms of the Qualified Plan.

       

      (e)           Notwithstanding
anything herein to the contrary, the benefit payable to such Participant under
this Section 4.10 shall be frozen effective as of
December 31, 2004 and shall not increase on account of additional Service or
Plan Compensation after such date.  Because the present value of such
benefit was zero as of December 31, 2004, the effect of the preceding sentence
is to completely eliminate and terminate such Participant’s entitlement to any
benefit under this Plan.  Accordingly, effective as of December 31,
2004 such Participant shall have no right to any benefit under this Section 4.10 or any other provision of this
Plan.  The provisions of this paragraph are intended to comply with
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 and termination of the Plan with respect to such Participant
in accordance with Internal Revenue Service Notice 2005-1 and Proposed Treasury
Regulation section 1.409A-6(a)(4).

       


      
        
           


        

        
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      ARTICLE
V

       

      DETERMINATION OF PAYMENT OF
ACCOUNT

      


      5.1           Form of
Payment

       

      A
Participant or Beneficiary entitled to payment shall receive his vested Accrued
Benefit payable in the form of a single life annuity.  Alternatively,
a Participant or Beneficiary may elect, in writing and in such form as the
Committee may direct, to receive his vested Accrued Benefit in the form of an
Actuarially Equivalent annuity under any of the specific annuity forms permitted
under Section 7.3 of the Qualified Plan.  To be effective, such
election must be made at least thirteen (13) months prior to the date the
Participant or Beneficiary first becomes entitled to receive a benefit
hereunder.  If a Participant or Beneficiary does not choose an
alternative 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 in the normal, single life annuity form described above.  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 annuity contract; provided that in no event shall any action
be taken to cause the Plan to be considered funded for purposes of Title I of
the Employee Retirement Income Security Act of 1974, as amended.

      


      5.2           Special Payment
Provision

       

      As to the
Participants whose position with the Employer is that of either Chairman of the
Board or President, an election shall be made available to such person, as of
the date of execution of this Plan, relative to the payment of his benefit in
the form of an Actuarially Equivalent single sum value.  Such election
shall provide that payment of the Participant’s benefit, at whatever date it
becomes payable, shall either be made as permitted under Section 5.1 hereof, or in the alternative lump
sum.  Further, such election shall allow such Participants to elect to
receive payment, notwithstanding any other provisions of this Plan, either at
the earlier of date of termination of employment from the Employer or Normal
Retirement Date, or the later of date of termination of employment from the
Employer or Normal Retirement Date.  The election shall be provided
only one time, shall be made in writing, and shall be
irrevocable.


      
        
           


        

        
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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 full
vesting of his Account, except as already provided under the terms of Article IV
hereof.

      


      6.4           Notices to
Participants

       

      From
time-to-time, the Employer shall provide a Participant with a statement
regarding his Accrued Benefit.  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.

      



      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, and as conclusive
evidence of the adoption of the foregoing instrument comprising the National
Western Life Insurance Company Grandfathered Non-Qualified Defined Benefit 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

              
	 
      	 
      	 
      


      

      


      



      
        
           


        

        
          18