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 4th day of May, 2016.
/s/ James P. Stelling
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James P. Stelling
