NATIONAL WESTERN LIFE INSURANCE COMPANY NON-QUALIFIED DEFINED BENEFIT PLAN FOR ROBERT L. MOODY

1.1     Purpose of the Plan

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

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

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

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

1.2     Definitions

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

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

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

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

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

(e)         Effective Date :  January 1, 2009.

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

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

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

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

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

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

(l)         Original Effective Date :  July 1, 2005

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

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

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

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

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

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

1.3     Construction

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

2.1     Eligibility Requirements

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

2.2     Loss of Eligible Employee Status

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

3.1     Funding

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

4.1     Benefit for the Participant