Limited Power of Attorney for Section 16 Reporting Obligations
STATE OF TEXAS )
)
COUNTY OF GALVESTON )
Know all by these presents, that the undersigned hereby makes,
constitutes and appoints John J. Dunn, Jr., William F. Carlton, and J. Mark
Flippin as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place, and
stead of the undersigned to:
(1) Prepare, execute, acknowledge, deliver, and file Forms 3, 4 and 5
(including any amendments thereto) with respect to the securities of
American National Insurance Company (the "Company"), with the United
States Securities and Exchange Commission, any national securities
exchanges, and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, as amended from time
to time (the "Exchange Act");
(2) Seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's
securities from any third party (including without limitation
brokers, employee benefit plan administrators and trustees), and the
undersigned hereby authorizes any such person to release any such
information to such attorneys-in-fact and approves and ratifies any
such release of information; and
(3) Perform any and all other acts which in the discretion of such
attorneys-in-fact are necessary or desirable for and on behalf of
the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) This Limited Power of Attorney authorizes, but does not require, such
attorneys-in-fact to act in their discretion on information provided
to such attorneys-in-fact without independent verification of such
information;
(2) Any documents prepared and/or executed by such attorneys-in-fact on
behalf of the undersigned pursuant to this Limited Power of Attorney
will be in such form and will contain such information and disclosure
as such attorneys-in-fact, in their discretion, deem necessary or
desirable;
(3) Neither the Company nor such attorneys-in-fact assume (i) any
liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements, or (iii)
any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act; and
(4) This Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under
the Exchange Act, including without limitation the reporting
requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorneys-in-
fact full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary, or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that such
attorneys-in-fact of, for and on behalf of the undersigned, shall lawfully
do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a signed writing delivered to such
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed this 25th day of February, 2016.
/s/ James P. Payne
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James P. Payne
