American National DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

Filed by the Registrantþ
Filed by a Party other than the Registranto

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o Preliminary Proxy Statement

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þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

American National Insurance Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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AMERICAN NATIONAL INSURANCE COMPANY
One Moody Plaza
Galveston, Texas 77550

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

To Be Held April 29, 2011

In Galveston, Texas

Notice is hereby given that the Annual Meeting of Stockholders ofAMERICAN NATIONAL INSURANCE COMPANY, a Texas insurance company (the “Company”), will be held in the Mary Moody Northen Auditorium of the American National Insurance Company Building, Second Floor, One Moody Plaza, Galveston, Texas, at 10:00 a.m. local time on April 29, 2011 for the following purposes:

1. The election of a Board of nine (9) directors of the Company;

2. A non-binding advisory vote to approve the compensation of the Company’s executive officers as disclosed in the accompanying proxy statement;

3. A non-binding advisory vote on the desired frequency of future non-binding advisory votes on executive officer compensation;

4. Ratification of the appointment of KPMG LLP as auditors for 2011; and

5. The transaction of such other business as may properly come before the meeting or any adjournment thereof.

Only holders of common stock of the Company of record at the close of business on March 1, 2011 are entitled to notice of, and to vote at, the meeting or any adjournment thereof.

IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE FILL IN, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD AS PROMPTLY AS POSSIBLE. A RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR YOUR CONVENIENCE.

By Order of the Board of Directors

J. Mark Flippin, Secretary

March 31, 2011

Important Notice Regarding the Availability of Proxy Materials
for the Stockholders’ Meeting to Be Held on April 29, 2011:

Our proxy material relating to our 2011 Annual Meeting (notice, proxy statement, proxy and 2010 Annual Report) is available at the following website: https://materials.proxyvote.com/028591. This information as well as similar information relating to all of our future Annual Meetings will also be available by calling 1-888-252-0177 or by email at investorrelations@anico.com.

For the date, time and location of the 2011 Annual Meeting and an identification of the matters to be voted upon at the 2011 Annual Meeting, please see the “Notice of Annual Stockholders’ Meeting” above. For the Board’s recommendation regarding those matters, please refer to the accompanying proxy statement. For information on how to obtain directions to be able to attend the meeting and vote in person, please contact Investor Relations at 1-888-252-1077 or by email at investorrelations@anico.com.

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TABLE OF CONTENTS

	Page
Introduction		3
Information Concerning Proxy		3
Voting Securities		3
Security Ownership of Certain Beneficial Owners		4
Security Ownership of Directors and Executive Officers		5
Security Ownership of Advisory Directors		7
PROPOSAL 1. ELECTION OF DIRECTORS		7
Information Concerning Nominees for Directors		8
Information Concerning Advisory Directors		10
PROPOSAL 2. ADVISORY (NON-BINDING) VOTE ON EXECUTIVE OFFICER COMPENSATION		12
PROPOSAL 3. ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF FUTURE SAY-ON-PAY VOTES		13
Director Attendance at Meetings		13
Board of Directors and Committees		13
Information Concerning Executive Officers		16
Executive Compensation		17
Compensation Committee Report		25
Certain Relationships and Related Transactions		41
Section 16(a) Beneficial Ownership Reporting Compliance		42
PROPOSAL 4. RATIFICATION OF AUDITORS FOR 2011		43
Annual Report and Financial Statements		43
Audit Committee Report		44
Stockholder Proposals		45
Householding of Annual Meeting Materials		45
Code of Business Conduct and Ethics		45
Communications with the Board of Directors		45
Incorporation by Reference		46
Other Matters		46

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AMERICAN NATIONAL INSURANCE COMPANY

One Moody Plaza
Galveston, Texas 77550

PROXY STATEMENT

For the Annual Meeting of Stockholders
To Be Held April 29, 2011
in the Mary Moody Northen Auditorium
on the Second Floor of the
American National Insurance Company Building
One Moody Plaza
Galveston, Texas 77550

INTRODUCTION

The Board of Directors of AMERICAN NATIONAL INSURANCE COMPANY, a Texas insurance company (sometimes referred to in this proxy statement as the “Company,” “American National,” or as “we,” “us” and “our”), is soliciting your proxy for use at the Annual Meeting of Stockholders of the Company to be held at 10:00 a.m. local time, on April 29, 2011 (the “Annual Meeting”), and at any adjournment thereof. At such meeting, the stockholders will consider and vote upon the items set forth in the attached Notice of Annual Stockholders’ Meeting. These proxy materials will be available over the Internet. The Company has elected to deliver a full set of proxy materials to all of our stockholders entitled to notice of and to vote at the annual meeting, and distribution will begin on or about April 8, 2011.

INFORMATION CONCERNING PROXY

All shares represented by duly executed proxies received by the Company will be voted in accordance with the instructions shown thereon. If no contrary instructions are given, such proxies will be votedFORthe election as directors of the Company of each of the director nominees named under Proposal 1,FORthe advisory approval of the compensation of our executive officers as disclosed in this proxy statement,FORholding the non-binding advisory vote to approve our executive officer compensation practices everyTHREE YEARS, andFORthe approval of KPMG LLP as auditors for 2011. The Board of Directors does not know of any other matters to be acted upon at the Annual Meeting. As to any other matter of business that may properly be brought before the Annual Meeting, the enclosed proxy also confers discretionary authority upon the persons named therein to vote the shares represented by such proxy in accordance with their best judgment.

Any stockholder giving a proxy may revoke it by notice in writing addressed to the Secretary of the Company at One Moody Plaza, Galveston, Texas 77550, or by a proxy bearing a later date and properly signed, which may be delivered personally or by mail to the Secretary of the Company prior to the taking of a vote at the Annual Meeting. The execution of a proxy will not affect a stockholder’s right to attend the Annual Meeting and to give the Secretary of the Company notice of such stockholder’s intention to vote in person, in which event the proxy will not be used.

All costs of preparing, assembling and distributing the proxy materials and the cost of solicitation will be paid by the Company. The Company may pay persons holding shares in their names or the names of their nominees for the benefit of others, such as brokerage firms, banks, depositories, and other fiduciaries, for costs incurred in forwarding soliciting materials to their beneficial owners. The Company has retained Broadridge Financial Solutions, Inc., Edgewood, New York, to distribute proxies. The aggregate cost of these services is not expected to exceed $32,000. The Company may also retain other firms or individuals to assist with the solicitation of proxies. Directors, officers and employees of the Company may also solicit some stockholders in person, or by telephone, email or facsimile, following solicitation by this proxy statement, but they will not be separately compensated for such solicitation services.

VOTING SECURITIES

As of the close of business on March 1, 2011, which has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting, there were 26,820,977 shares of the common stock, $1.00 par value per share, of the Company (the “Common Stock”) issued and outstanding and entitled to vote at the meeting. There were no other classes of shares issued and outstanding. An alphabetical list of all registered stockholders entitled to notice of and to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the meeting. Such list may be examined during business hours at the office of the Company’s Secretary, Eighth Floor, American National Insurance Company Building, One Moody Plaza, Galveston, Texas, during the ten (10) day period immediately prior to the meeting, and it will also be available at the meeting.

Each share of Common Stock entitles the holder to one vote in the determination of all matters to be brought before the meeting. Abstentions and broker non-votes will be counted for the purpose of determining the presence or absence of a quorum, and abstentions will be counted for the purpose of determining the number of votes cast on a given proposal. However, broker non-votes will not be considered present at the Annual Meeting for such proposals and thus will have the practical effect of reducing the number of affirmative votes required to achieve a majority vote by reducing the total number of shares from which a majority is calculated. Any shares for which a broker or nominee does not have discretionary voting authority under applicable NASDAQ Stock Market, LLC (“NASDAQ”) rules will be considered as shares not entitled to vote and will not be considered in the tabulation of the votes. Votes cast at the Annual Meeting will be counted by the independent inspector(s) of election appointed by the Company.

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The required vote for each of the proposals expected to be acted upon at the Annual Meeting is as follows:

Proposal 1 — Election of Directors.The affirmative vote of a majority of shares present at the Annual Meeting, in person or by proxy, and entitled to vote is required to elect each nominee for director. Abstentions with respect to any director nominee have the effect of a vote “against” such nominee.

Please note that the NASDAQ recently amended its rules regarding broker discretionary voting. Unlike prior years, the NASDAQ rules do not give brokers discretionary authority to vote on the election of directors. This means that your broker, bank, or other nominee cannot vote your shares unless you provide it with voting instructions. Therefore, if you hold shares of our Common Stock in street name and do not provide voting instructions to your broker, bank, or other nominee, your shares will not be voted on the election of directors.

Proposal 2 — Advisory (non-binding) vote on executive officer compensation (“say-on-pay”).The advisory proposal will be approved if a majority of the shares present at the Annual Meeting, in person or by proxy, and entitled to vote are voted in favor of the proposal. Abstentions will have the same effect as voting against the proposal.

Proposal 3 — Advisory (non-binding) vote on frequency of future say-on-pay votes. The advisory vote on the frequency of future say-on-pay votes provides a choice among three frequency periods (every one, two or three years). The frequency period that receives the most votes will be deemed to be the recommendation of the stockholders. Any shares that are not voted, whether by abstention, broker non-votes or otherwise, will not affect the outcome of this proposal, except to the extent that the failure to vote for a particular frequency period may result in another frequency period receiving a larger proportion of the votes cast.

Proposal 4 — Ratification of the appointment of KPMG LLP as auditors for 2011.The appointment of KPMG LLP as the Company’s auditors for 2011 will be ratified by the affirmative vote of a majority of shares present at the Annual Meeting, in person or by proxy, and entitled to vote. Abstentions will have the same effect as voting against the proposal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of the close of business on March 1, 2011, we had 26,820,977 shares of our Common Stock issued and outstanding. There were no other classes of shares issued and outstanding. The following table sets forth information as of March 1, 2011 concerning each person or group owning more than five percent of the outstanding shares of our Common Stock.

	Amount and Nature
Name and Address of	of Beneficial			Percent of
Beneficial Owner	Ownership			Class
5% Beneficial Owners:
THE MOODY FOUNDATION(1) 2302 Postoffice Street, Suite 704 Galveston, Texas 77550		6,157,822			22.96	%
LIBBIE SHEARN MOODY TRUST(2) c/o Moody National Bank Trust Division 2302 Postoffice Street Galveston, Texas 77550		9,949,585			37.10	%
MOODY NATIONAL BANK TRUST DIVISION, TRUSTEE(4) 2302 Postoffice Street Galveston, Texas 77550		12,488,832	(3)		46.56	%

(1)

The Moody Foundation is a charitable trust classified as a private foundation established in 1942 by W. L. Moody, Jr., and his wife, Libbie Shearn Moody, for charitable and educational purposes. The Trustees of The Moody Foundation are Robert L. Moody, Sr., our Chairman of the Board and Chief Executive Officer, Frances Anne Moody-Dahlberg, one of our directors, and Ross Rankin Moody. Frances Anne Moody-Dahlberg and Ross Rankin Moody are children of Robert L. Moody, Sr.

(2)

The Libbie Shearn Moody Trust is a split-interest trust with both charitable and non-charitable beneficiaries. Such trust was established in 1943 and funded by a residuary bequest under the Will of Libbie Shearn Moody. Moody National Bank is the Trustee of the Libbie Shearn Moody Trust and, as such, has voting power with respect to the 9,949,585 shares of our Common Stock owned by such Trust.

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(3)	The Moody National Bank Trust Division is Trustee of the Libbie Shearn Moody Trust, and this number includes the 9,949,585 shares of our Common Stock owned by the Libbie Shearn Moody Trust. Management has been advised that, in addition to acting as Trustee of and voting the Common Stock owned by the Libbie Shearn Moody Trust, the Moody National Bank Trust Division also acts as (i) trustee for and votes the 1,155,000 shares of our Common Stock owned by the W.L. Moody, Jr. Trust for Grandchildren (“Trust 19”) (see “Security Ownership of Directors and Executive Officers” for additional information regarding Trust 19); (ii) agent for and votes 896,678 shares of our Common Stock held pursuant to an Agency and Investment Services Agreement for the benefit of The Moody Endowment, a non-profit corporation; and (iii) trustee or agent for and votes the 487,569 shares of our Common Stock owned by other trusts. Accordingly, the Moody National Bank Trust Division, as trustee, agent or custodian, votes an aggregate of 12,488,832 shares, which constitutes 46.56% of our outstanding shares.
(4)	Management has been advised that Moody Bank Holding Company, Inc. (“MBHC”), which is wholly-owned by Moody Bancshares, Inc. (“Bancshares”), owns approximately 97.8% of the common stock of Moody National Bank. Management has further been advised that the Three R Trusts, trusts created by Robert L. Moody, Sr. for the benefit of his children (two of whom, Russell S. Moody and Frances Anne Moody-Dahlberg, are our directors), own 100% of Bancshares’ Class B Stock (which elects a majority of Bancshares’ directors) and 51.3% of Bancshares’ Class A Stock. Accordingly, the Three R Trusts, through ownership of Bancshares, control Moody National Bank. The Trustee of the Three R Trusts is Irwin M. Herz, Jr., one of our advisory directors, and a partner in Greer, Herz & Adams, L.L.P., One Moody Plaza, 18th Floor, Galveston, Texas, General Counsel to us and counsel to Moody National Bank, Bancshares and MBHC. Robert L. Moody, Sr. is Chairman of the Board, Chief Executive Officer and a director of Moody National Bank, Bancshares and MBHC.
	The beneficial ownership information shown for the Moody National Bank Trust Division is based on information contained in a Schedule 13G filed jointly on November 23, 2009 by the Libbie Shearn Moody Trust, the Moody National Bank Trust Division, Bancshares, MBHC, Three R Trusts, and Irwin M. Herz, Jr., and subsequent information provided to us by Moody National Bank. According to such Schedule 13G and such information, the Libbie Shearn Moody Trust has shared voting power with respect to 9,949,585 shares of our Common Stock; the Moody National Bank Trust Division, Bancshares and MBHC have shared voting power with respect to 12,488,832 shares of our Common Stock and shared investment power with respect to 17,894 shares of our Common Stock; the Three R Trusts and Irwin M. Herz, Jr. have shared voting power with respect to 12,498,382 shares of our Common Stock and shared investment power with respect to 27,444 shares of our Common Stock; and Irwin M. Herz, Jr. has sole voting and investment power with respect to 16,815 shares of our Common Stock. According to such Schedule 13G, Bancshares, MBHC, Three R Trusts and Irwin M. Herz, Jr. disclaim beneficial ownership with respect to the shares of our Common Stock beneficially owned by the Moody National Bank Trust Division. In addition, Irwin M. Herz, Jr. disclaims beneficial ownership with respect to the 9,550 shares of our Common Stock beneficially owned by the Three R Trusts. The principal address of the Libbie Shearn Moody Trust, the Moody National Bank Trust Division, Bancshares and MBHC is as shown in the table. The principal address of the Three R Trusts is 2302 Postoffice, Suite 702, Galveston, Texas 77550, and the principal address of Irwin M. Herz, Jr. is One Moody Plaza, 18th Floor, Galveston, Texas 77550.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The information contained in the following table is given with respect to the ownership of our Common Stock on March 1, 2011 by each of our directors, each of the executive officers named in the Summary Compensation Table, and for our directors and executive officers as a group:

Name of	Amount and Nature of				Percent of
Beneficial Owner	Beneficial Ownership				Class
Arthur O. Dummer		4,767	(1)	Direct		*
Dr. Shelby M. Elliott		4,667	(2)	Direct		*
G. Richard Ferdinandtsen		66,000	(3)	Direct		*
Frances Anne Moody-Dahlberg(4)		8,000	(5)	Direct		*
		6,157,822	(6)	Indirect		22.96	%
Robert L. Moody, Sr.(4)(7)		493,919	(8)	Direct		1.84	%
		557,025	(9)(10)	Indirect		2.08	%
		6,157,822	(6)	Indirect		22.96	%
Russell S. Moody(4)		8,000	(5)	Direct		*
William L. Moody IV(4)(7)		98,240	(5)	Direct		*
Frank P. Williamson		5,717	(1)	Direct		*

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Name of	Amount and Nature of				Percent of
Beneficial Owner	Beneficial Ownership				Class
James D. Yarbrough		8,000	(2)	Direct		*
John J. Dunn, Jr.		0				0
Stephen E. Pavlicek		800		Direct		*
Ronald J. Welch		1,600		Direct		*
James E. Pozzi		0				0
All Directors(11) and Executive Officers as a Group		741,905		Direct		2.77	%
		6,719,360		Indirect		25.05	%
		7,461,265				27.82	%

*	Less than 1%.
(1)	Includes 4,667 shares of our Restricted Stock.
(2)	Shares of our Restricted Stock.
(3)	Includes 50,000 shares of our Restricted Stock.
(4)	Robert L. Moody, Sr. and William L. Moody IV are life income beneficiaries of Trust 19. Frances Anne Moody-Dahlberg and Russell S. Moody, two of our directors, and Robert L. Moody, Jr., one of our advisory directors, are children of Robert L. Moody, Sr. and, as such, have a contingent residuary interest in his beneficial interest in Trust 19. The numbers in the table above do not include shares held in Trust 19. (See Footnote 3 under “Security Ownership of Certain Beneficial Owners” above for additional information about Trust 19).
(5)	Includes 6,000 shares of our Restricted Stock.
(6)	These shares are owned by The Moody Foundation, of which Frances Anne Moody-Dahlberg and Robert L. Moody, Sr. are Trustees. (See “Security Ownership of Certain Beneficial Owners” above).
(7)	Robert L. Moody, Sr. and William L. Moody IV are life income beneficiaries of the Libbie Shearn Moody Trust. Robert L. Moody, Sr. has advised management that he has assigned all of his life income interest in such trust to National Western Life Insurance Company, a Colorado insurance company controlled by him. The numbers in the table above do not include shares held in the Libbie Shearn Moody Trust. (See Footnote 2 under “Security Ownership of Certain Beneficial Owners” above for additional information about such trust).
(8)	Includes 150,000 shares of our Restricted Stock.
(9)	Robert L. Moody, Sr. is the sole owner of the 1% general partner in the M-N Family Limited Partnership (the “M-N Partnership”), which owns 507,025 shares of our Common Stock. As the sole owner of the general partner of the M-N Partnership, Robert L. Moody, Sr. has the indirect power to manage the assets of the M-N Partnership, including voting the M-N Partnership’s 507,025 shares of our Common Stock.
(10)	Robert L. Moody, Sr. is a 1% general partner in the RLMFLP Limited Partnership (the “RLMFLP Partnership”), which owns 50,000 shares of our Common Stock. As the sole general partner of the RLMFLP Partnership, Robert L. Moody, Sr. has the power to manage the assets of the RLMFLP Partnership, including voting the RLMFLP Partnership’s 50,000 shares of our Common Stock.
(11)	Includes our Advisory Directors, whose security ownership is described in the next section below.

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SECURITY OWNERSHIP OF ADVISORY DIRECTORS

The information contained in the following table is given with respect to the ownership of our Common Stock on March 1, 2011 by each of our advisory directors:

Name of	Amount and Nature of				Percent of
Beneficial Owner	Beneficial Ownership				Class
Irwin M. Herz, Jr.(1)		16,815	(2)	Direct		*
R. Eugene Lucas		8,684	(2)	Direct		*
		13	(3)	Indirect		*
E. Douglas McLeod		12,000	(2)			*
		1,333	(4)	Direct		*
Robert L. Moody, Jr.		4,000	(4)	Indirect		*

*	Less than 1%.
(1)	According to a Schedule 13G filed jointly on November 23, 2009 by the Libbie Shearn Moody Trust, the Moody National Bank Trust Division, Bancshares, MBHC, Three R Trusts, and Irwin M. Herz, Jr., Mr. Herz may have beneficial ownership of the shares of our Common Stock beneficially owned by the Moody National Bank Trust Division and the shares of our Common Stock beneficially owned by the Three R Trusts; however, Mr. Herz disclaims beneficial ownership of such shares. Accordingly, such shares are not included in this table. (See Footnote 4 under “Security Ownership of Certain Beneficial Owners” above for additional information regarding such Schedule 13G).
(2)	Includes 6,000 shares of our Restricted Stock.
(3)	Shares owned by spouse.
(4)	Shares of our Restricted Stock.

Unless otherwise noted, the information shown in the previous three tables was obtained from ownership disclosures furnished to us by each of the persons or entities listed or from other communications with such persons or entities.

PROPOSAL 1.

ELECTION OF DIRECTORS

Nine (9) directors of the Company are to be elected at the Annual Meeting to serve until our Annual Meeting of Stockholders to be held in April 2012. All nominees now serve as directors of the Company, and all nominees have consented to be nominated as directors and to be named in this proxy statement. Accordingly, it is not contemplated that any nominee named herein will be unwilling or unable to serve as a director. However, if either of such events should occur, the enclosed proxy permits the persons named in the proxy to vote the shares represented by the proxy in favor of such person or persons as our Board of Directors may nominate upon the recommendation of the Nominating Committee.

The Board has determined that Arthur O. Dummer, Dr. Shelby M. Elliott, W. L. Moody IV, Frank P. Williamson and James D. Yarbrough, currently directors, continue to be “independent” as defined in the NASDAQ listing standards.

Board Recommendation:The Board of Directors recommends a vote “FOR” each of the director nominees named under this Proposal 1.

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INFORMATION CONCERNING NOMINEES FOR DIRECTORS

The following information is given with respect to the nominees for election at the Annual Meeting:

				Year
				First
				Elected
				to
Name	Age		Principal Occupation and Background	Board
Arthur O. Dummer		77	President, The Donner Company (privately owned actuarial consulting company), Salt Lake City, Utah since 1985; Director of Casualty Underwriters Insurance Company, Salt Lake City, Utah (privately owned insurance company); President and Director of Western United Holding Company, Spokane, Washington (privately owned insurance holding company); Director of American Underwriters Insurance Company (privately owned insurance company); Past Chairman of the Board of Directors of the National Organization of Life and Health Guaranty Associations, Herndon, Virginia; Past Director of American Community Mutual Insurance Company, Livonia, Michigan (mutual insurance company); Past Director of Beneficial Life Insurance Company, Salt Lake City, Utah; Aurora National Life Assurance Company, Los Angeles, California; Continental Western Life Insurance Company, Des Moines, Iowa; Utah Home Fire Insurance Company, Salt Lake City, Utah; and PHA Life Insurance Company, Portland, Oregon (all privately owned insurance companies); Past Director of National Western Life Insurance Company, Austin, Texas. Mr. Dummer is a Fellow of the Society of Actuaries and a Member of the American Academy of Actuaries. He has fifty-one years of experience in the insurance industry, including service as the former Chief Examiner and Actuary of the Utah Insurance Department. His extensive background in the insurance industry and his knowledge of actuarial and accounting issues are valuable to our Board’s discussion of these issues.		2004
Dr. Shelby M. Elliott		84	President-Emeritus of Texas Chiropractic College since 2004; President of Texas Chiropractic College from 1990 through 2003; Director of Moody National Bank from March 2000 to March 2004; Past Director of First Texas Bank, Vidor, Texas (privately owned bank); Past Director of Yettie Kersting Memorial Hospital, Liberty, Texas; and Past Chairman of the American Chiropractic Association. Dr. Elliott brings solid administrative and executive skills to our Board from his service as President of Texas Chiropractic College. His experience in the health care field, both as a practitioner and an educator, enables him to provide a unique perspective to our Board. Dr. Elliott is a member of the American Chiropractic Association, the Texas Chiropractic Association and the Florida Chiropractic Association.		2004

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				Year
				First
				Elected
				to
Name	Age		Principal Occupation and Background	Board
G. Richard Ferdinandtsen		74	President of the Company since April 2000 and Chief Operating Officer since April 1997; also a director and/or officer of each principal subsidiary of the Company. Prior positions with the Company include Senior Executive Vice President, Chief Administrative Officer from April 1996 to April 1997; Senior Vice President, Health Insurance from April 1993 to April 1996; and Senior Vice President, Group Insurance from July 1990 to April 1993. Prior to joining the Company, Mr. Ferdinandtsen served as President and Chief Operating Officer of American Security Life Insurance Company from April 1983 to January 1991. Mr. Ferdinandtsen has over fifty years of experience in the insurance industry, including thirty years as an executive officer. Mr. Ferdinandtsen’s day-to-day leadership as our President and Chief Operating Officer provides him with intimate knowledge of our operations.		1997
Frances Anne Moody-Dahlberg(1)(2)		41	Executive Director of The Moody Foundation (charitable and educational foundation) since 1998, and a Trustee of The Moody Foundation since 2004; Director of National Western Life Insurance Company, Austin, Texas since 1990; Director of Gal-Tex Hotel Corporation (hotel management corporation) from March 2000 to December 2003; Director of The Moody Endowment (charitable organization) from 1991 to February 2004. Ms. Moody-Dahlberg has twenty-four years of experience as a member of our Board. Her service as Executive Director of The Moody Foundation, one of the largest charitable foundations in the State of Texas, provides her with valuable insight regarding the concerns of our significant non-profit stockholders.		1987
Robert L. Moody, Sr.(1)		75	Chief Executive Officer since July 1991 and Chairman of the Board since 1982; Chairman of the Board, Chief Executive Officer and Director of Moody National Bank; Chairman of the Board, Chief Executive Officer and Director of National Western Life Insurance Company, Austin, Texas (publicly traded life insurance company); Trustee of The Moody Foundation (charitable and educational foundation). Mr. Moody has a lifetime of experience in the financial services industry, serving as a director or executive officer of a variety of insurance and banking interests. He has served on our Board for over fifty years and has served as our Chairman for twenty-nine years. His wealth of experience as our Chairman and Chief Executive Officer provides our Board with an insightful, long-term perspective of our Company’s challenges, opportunities and operations.		1960
Russell S. Moody(1)(2)		49	Investments, League City, Texas, since 2003. Director of National Western Life Insurance Company, Austin, Texas; Director of The Moody Endowment since July 2009 and Director of Transitional Learning Center at Galveston since July 2009 (charitable organizations); Director of Gal-Tex Hotel Corporation (hotel management company) from March 2000 to December 2003. Mr. Moody has served as a member of our Board for twenty-five years. Along with his sister, Frances Anne Moody-Dahlberg, Mr. Moody helps to represent the concerns of our significant non-profit stockholders. Mr. Moody serves as a director of The Moody Endowment, a charitable organization that owns nearly 900,000 shares of our Common Stock.		1986

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				Year
				First
				Elected
				to
Name	Age		Principal Occupation and Background	Board
William L. Moody IV		86	Investments and Ranching, Oil and Gas, Galveston, Texas, since 1959; Trustee, Board of Trustees of Rosenberg Library (charitable organization); Trustee, University of Texas Medical Branch Development Board (charitable organization); President and Director of Moody Ranches, Inc. (investments and ranching); Director of American National Life Insurance Company of Texas (subsidiary life insurance company). Mr. Moody’s sixty years of service as a member of our Board and his background as an investor, rancher and oilman bring a valuable perspective to the Board’s discussion of how the past challenges that have faced the Company may impact present and future opportunities.		1951
Frank P. Williamson		78	Retired Pharmacist, since 2009; Director of The Moody Endowment and Transitional Learning Center at Galveston (charitable organizations); Director and Member of the Executive Committee and Governance Committee of American National Life Insurance Company of New York (subsidiary life insurance company); Director of SM&R Investments, Inc. and American National Investment Accounts, Inc. from 1997 to March, 2004 (mutual funds formerly advised by a Company subsidiary). Mr. Williamson’s thirty-four years of experience as a small business owner brings a comprehensive view of business operations to our Board. His years of service as a pharmacist bring a unique perspective and contribute to the diversity of experience represented on our Board.		2004
James D. Yarbrough		55	Director of Economic Development, City of Galveston, Texas, since February 2011; County Judge, County of Galveston, Texas, 1995 through 2010; James D. Yarbrough & Co., October 1989 through December 1994 (privately owned contract management and financial consulting firm); Director and Member of the Governance and Executive Committees of American National Life Insurance Company of New York (subsidiary life insurance company); Member, Galveston County Economic Development Alliance; Advisory Director, Texas First Bank - Galveston, Galveston, Texas (privately owned bank); Ex-Officio Director, Texas City-LaMarque Chamber of Commerce; Member, Development and Advisory Council, University of Houston — Clear Lake, Houston, Texas. Judge Yarbrough has management experience in both the private and public sectors, including sixteen years as the chief executive of the County of Galveston. In the private sector, he has served as a bank president, owner of a business consulting firm, and director of numerous interests. This varied experience makes him a valuable contributor to the Board’s deliberations.		2001

(1)	Robert L. Moody, Sr. is Chairman of the Board, Chief Executive Officer and controlling stockholder of National Western Life Insurance Company, a publicly traded life insurance company.
(2)	The Moody Foundation owns 34.0% and the Libbie Shearn Moody Trust owns 50.2% of Gal-Tex Hotel Corporation.

INFORMATION CONCERNING ADVISORY DIRECTORS

The Board of Directors has appointed the following persons as our advisory directors. Our advisory directors serve at the pleasure of the Board. Although advisory directors do not vote on matters considered by the Board, we benefit from their experience and advice. Advisory directors receive the same compensation and benefits as our Directors who are not also our officers.

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The following information is given with respect to our advisory directors:

				Year First		Years
				Appointed		Served
				Advisory		as a
Name	Age		Principal Occupation and Background	Director		Director
Irwin M. Herz, Jr.		70	Since 1980, Partner of Greer, Herz & Adams, L.L.P., General Counsel to the Company; Trustee of the Three R Trusts (trusts for the benefit of the children of Robert L. Moody, Sr.). Mr. Herz’s service as a director of numerous insurance companies, including thirty years on our Board, has provided him with extensive knowledge of the insurance industry. In addition, his background as a corporate and commercial lawyer provides an invaluable source of knowledge and problem-solving skills to the Board.		2004	1981 to 1983; 1984 to 2004
R. Eugene Lucas(1)		85	Since 1971, President and Director of Gal-Tex Hotel Corporation (hospitality and hotel management company); President of Gal-Tenn Hotel Corporation, LHH Hospitality, LLC, Colorado Landmark Hotels, LLC, Kentucky Landmark Hotels, LLC, and Virginia Landmark Hotels, LLC (hospitality and hotel management companies); Director of Colonel Museum, Inc. (charitable corporation); President and Director of 1859-Beverage Company (hospitality company). Mr. Lucas has served on our Board for thirty years, including twenty-three years as a member of our Audit Committee. In addition, Mr. Lucas provides our Board with the perspective of an experienced and knowledgeable executive officer outside of the insurance industry. He has been associated with Gal-Tex Hotel Corporation since 1941, including forty years as its President.		2004	1981 to 2004
E. Douglas McLeod(2)		69	Since 1982, Director of Development of The Moody Foundation (charitable and educational foundation); Chairman and Director of Moody Gardens, Inc. (charitable corporation); Attorney; Director of National Western Life Insurance Company, Austin, Texas; Director of ANREM Corporation (subsidiary real estate management corporation); Vice President and Director of Colonel Museum, Inc. (charitable organization); Director, San Jacinto Museum of History (charitable organization); Past Director and past Chairman of Center for Transportation and Commerce (charitable organization); Past Director and Executive Board Member, South Texas College of Law (law school); Past Member of State House of Representatives of the State of Texas (terms ended January 1983). Mr. McLeod has experience as a lawyer and public servant, including as a state legislator, as well as experience in real estate development and non-profit administration. He brings a varied set of problem-solving skills and valuable insight to the Board.		2004	1984 to 2004
Robert L. Moody, Jr.		51	Since 1986, President and Director of Moody Insurance Group, Inc. (privately owned insurance agency); Director of Moody National Bank; Director of ANREM Corporation (subsidiary real estate management corporation); Director of HomeTown Bank, National Association (national bank); Director of The Moody Endowment (charitable organization); Ranching; Oil and Gas Investments. Mr. Moody is the owner of Moody Insurance Group, Inc., a marketing consultant to the Company and one of the many significant producers marketing our products. Through this insurance agency experience, Mr. Moody brings the valuable perspective of an agent to our Board’s deliberations. In addition, Mr. Moody’s experience as an entrepreneur provides him with a broad perspective of business operations.		2009	1982 to 1987

(1)	The Moody Foundation owns 34.0% and the Libbie Shearn Moody Trust owns 50.2% of Gal-Tex Hotel Corporation.
(2)	Robert L. Moody, Sr. is Chairman of the Board, Chief Executive Officer and controlling stockholder of National Western Life Insurance Company, a publicly traded life insurance company.

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Family Relationships

Robert L. Moody, Sr., our Chairman of the Board and Chief Executive Officer, is the cousin of William L. Moody IV, one of our directors, and the brother-in-law of E. Douglas McLeod, one of our advisory directors. Russell S. Moody and Frances Anne Moody-Dahlberg, two of our directors, are children of Robert L. Moody, Sr. Robert L. Moody, Jr., a son of Robert L. Moody, Sr. and brother of Russell S. Moody and Frances Ann Moody-Dahlberg, is one of our advisory directors.

PROPOSAL 2.

ADVISORY (NON-BINDING) VOTE ON EXECUTIVE OFFICER COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that stockholders have the opportunity to cast an advisory (non-binding) vote on executive compensation at the Annual Meeting (a so-called “say-on-pay” vote), as well as an advisory vote with respect to whether future say-on-pay votes will be held every one, two or three years, which is the subject of Proposal 3.

The advisory vote on executive compensation is a non-binding vote on the compensation of our “named executive officers,” as described in this proxy statement. Please read the “Executive Compensation” section of this proxy statement. That section of the proxy statement, which includes our Compensation Discussion and Analysis, executive officer compensation tables and related narrative discussion, describes in detail our compensation programs and policies for our executive officers and the decisions made by our Board Compensation Committee for fiscal 2010. The advisory vote on executive compensation is not a vote on our general compensation policies, the compensation of our Board of Directors, or our compensation policies as they relate to risk management. The Dodd-Frank Act requires us to hold the advisory vote on executive compensation at least once every three years.

Our philosophy in setting compensation policies for executive officers has four objectives: (i) to attract and retain experienced, highly qualified individuals who are in a position to make significant contributions to our success, (ii) to drive exceptional performance and motivate our executive officers to achieve desired financial results, (iii) to provide our executives with opportunities to develop a significant ownership stake in the Company, and (iv) to align the interests of our executive officers with the long-term interests of our stockholders. The Compensation Discussion and Analysis provides more detail regarding our executive compensation program and compensation philosophy.

The vote on this Proposal 2 is advisory and, therefore, not binding on us, the Board of Directors or the Board Compensation Committee. Our Board, however, including the Board Compensation Committee, values the opinions of our stockholders and, to the extent there is any significant vote against the executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and evaluate what actions may be appropriate to address those concerns.

Stockholders will be asked at the Annual Meeting to approve the following resolution pursuant to this Proposal 2:

RESOLVED, that the stockholders of American National Insurance Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, and the accompanying narrative disclosure contained in the proxy statement for the Company’s 2011 Annual Meeting of Stockholders.

Board Recommendation:The Board of Directors recommends a vote “FOR” the approval of the foregoing advisory resolution on executive compensation.

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PROPOSAL 3.

ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF FUTURE SAY-ON-PAY VOTES.

We are also required by the Dodd-Frank Act to hold a separate advisory (non-binding) vote to allow stockholders to express their preference regarding the frequency of future say-on-pay votes. Stockholders may indicate whether they would prefer a say-on-pay vote every one, two or three years.

We ask that stockholders approve a frequency of every three years for future say-on-pay votes. We believe a three-year cycle provides our Board of Directors and the Board Compensation Committee with sufficient time to thoughtfully evaluate and respond to stockholder input and effectively implement such changes to our executive compensation program as they believe are appropriate. In addition, one aspect of our compensation philosophy is the alignment of our executive officers’ long-term interests with those of our stockholders, and a vote every three years will provide stockholders with sufficient time to evaluate the effectiveness of our executive compensation philosophy as it related to our performance.

The frequency period that receives the most votes (every one, two or three years) will be deemed to be the recommendation of the stockholders. However, because the vote is advisory only and not binding on the Board of Directors or the Company, the Board may decide that it is in the best interests of our stockholders and the Company to hold a say-on-pay vote more or less frequently than the option selected by a plurality of our stockholders.

Board Recommendation:The Board of Directors recommends an advisory vote “FOR” a frequency of every “THREE YEARS” for future say-on-pay votes.

DIRECTOR ATTENDANCE AT MEETINGS

During the fiscal year ended December 31, 2010, the Board of Directors of the Company held a total of five (5) meetings. All of the nominees for director and all of the advisory directors attended at least 75% of the aggregate of (1) the total number of such meetings and (2) the total number of meetings held by all committees of the Board on which such nominees served during such year. It is the Company’s policy that all directors should make an effort to attend the Company’s annual meeting of stockholders. All directors attended the 2010 Annual Meeting.

BOARD OF DIRECTORS AND COMMITTEES

Board Leadership Structure

The Board believes that our Chief Executive Officer is best situated to serve as Chairman because he is the director most experienced with our business and most capable of effectively identifying present and future strategic priorities and leading the discussion and execution of strategy. Independent directors and management have different perspectives and roles in strategy development. The Company does not have a lead independent director. Our independent directors bring experience, oversight and expertise from outside the Company and the industry, while the Chief Executive Officer brings Company-specific experience and expertise. The Board believes that the combined role of Chairman and Chief Executive Officer promotes strategy development and execution and facilitates information flow between management and the Board, which are essential to effective governance.

The Board’s Role in Risk Oversight

The Company is exposed to a number of risks and undertakes enterprise risk management reviews to identify and evaluate these risks and to develop plans to manage them effectively. Two committees lend support to the Board in reviewing the Company’s consideration of material risks and overseeing the Company’s management of material risks. The Audit Committee of the Board of Directors makes inquiries to senior management (including the Senior Executive Vice President, Corporate Risk Officer & Chief Actuary) about the Company’s risk assessment and risk management policies, including risks related to our financial position and internal controls. These policies address our major financial risk exposures and the steps management has taken to monitor and mitigate these risks. In addition, the Company has formed a Management Risk Committee, comprised of several members of our senior management team, to coordinate the risk management efforts that occur within our business segments to (i) ensure alignment between our risk-taking activities and strategic objectives and (ii) ensure consistent application of enterprise risk management processes across all business units. The Management Risk Committee provides periodic reports to the Board of Directors concerning the Company’s risk management which may cover risk identification, risk limits and related significant breaches, returns on risk-adjusted capital, and information related to the development of the Company’s enterprise risk management program.

Additionally, our Board Compensation Committee reviews and attempts to mitigate risks that may result from our compensation policies, including working directly with senior management to determine whether such programs improperly encourage management to take risks relating to our business and/or whether risks arising from our compensation programs are likely to have a material adverse effect on the Company.

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Board Independence

The Board has determined, after considering all of the relevant facts and circumstances, that Arthur O. Dummer, Dr. Shelby M. Elliott, W. L. Moody IV, Frank P. Williamson and James D. Yarbrough are “independent” from management in accordance with the NASDAQ listing standards. To be considered independent, the Board must determine that a director does not have any direct or indirect material relationships with us. In making this determination, the Board considered the fact that W. L. Moody IV is related to other members of the Board and determined that the familial relationship did not impair his independence.

Our independent directors meet in executive session at least twice per year, generally in connection with the April and October Board meetings.

Board Committees

The Company’s Board has an Audit Committee, a Compensation Committee, a Nominating Committee and an Executive Committee. The Compensation Committee of the Board of Directors is referred to herein as the Board Compensation Committee to distinguish it from the Management Compensation Committee.

The following sets forth Committee memberships as of the date hereof:

	Audit	Compensation	Nominating	Executive
Director	Committee	Committee	Committee	Committee
James D. Yarbrough	X	XX
Arthur O. Dummer1	XX
Dr. Shelby M. Elliott		X	XX
Frank P. Williamson	X	X	X
William L. Moody IV				X
Robert L. Moody, Sr.				XX
G. Richard Ferdinandtsen				X

X = Member

XX = Committee Chair

⁽¹⁾ The Board has determined that Mr. Dummer is the financial expert on the Audit Committee, as defined and required by NASDAQ’s rules and by the Securities Exchange Act of 1934 (the “1934 Act”).

Audit Committee

Arthur O. Dummer, Chairman, Frank P. Williamson and James D. Yarbrough are the present members of the Audit Committee. The Audit Committee held thirteen (13) meetings during the Company’s last fiscal year. The Audit Committee is responsible for, among other matters, recommending the appointment of independent auditors for the Company, reviewing the activities and independence of such independent auditors, including the plan and scope of the audit and audit fees, monitoring the adequacy of the Company’s reporting and internal controls, reviewing related party transactions, recommending the inclusion of the Company’s audited financial statements in the Company’s Annual Report, and meeting periodically with management and the Company’s independent auditors. Pursuant to the NASDAQ Marketplace Rules and applicable independence requirements under the 1934 Act, the Board has determined that all of the members of the Audit Committee are independent.

The Board of Directors has adopted a written Charter of the Audit Committee, and the Audit Committee reviews the Charter annually. The Audit Committee Charter is posted on the Company’s website and can be viewed by going to www.anico.com/corp_gov.dhtml and clicking “Audit Committee Charter.” You may also obtain a printed copy of the Charter at no charge by writing the office of the Secretary at One Moody Plaza, Galveston, Texas 77550.

Board Compensation Committee

The Board Compensation Committee was established in 1975 to make recommendations as to the compensation of the Company’s executive officers. The present members of such committee are James D. Yarbrough, Chairman, Dr. Shelby M. Elliott and Frank P. Williamson. Pursuant to the NASDAQ Marketplace Rules, all of the members of the Compensation Committee are independent. The Board Compensation Committee held five (5) meetings during the Company’s last fiscal year.

The Board of Directors has adopted a written Charter of the Board Compensation Committee, and the Board Compensation Committee reviews the Charter annually. The Board Compensation Committee Charter is posted on the Company’s website and can be viewed by going to www.anico.com/corp_gov.dhtml and clicking “Compensation Committee Charter.” You may also obtain a printed copy of the Charter at no charge by writing the office of the Secretary at One Moody Plaza, Galveston, Texas 77550. A description of the Company’s process and procedures for the consideration and determination of executive compensation is provided below in the “Compensation Discussion and Analysis.”

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Nominating Committee

The Nominating Committee was established in 2004 to recommend to the Board director nominees to be submitted for election at each Annual Meeting of Stockholders. While there are no specific minimum qualifications that a potential nominee must possess, director nominees are evaluated based upon, among other things, their integrity, diversity of experience, business or other relevant experience, leadership, the ability to exercise sound judgment, satisfaction of applicable independence standards, civility, and ability to devote sufficient time to board matters. The Board of Directors and the Nominating Committee believe that, based on their knowledge of the needs and qualifications of the Board at any given time, the Board, with the help of the Nominating Committee, is best equipped to select nominees that will result in a well-qualified and well-rounded Board of Directors. The Nominating Committee may (but is not required to) consider candidates suggested by management or other members of the Board. In addition, the Nominating Committee may (but is not required to) consider stockholder recommendations for candidates to the Board. In order to recommend a candidate to the Board, stockholders should submit the recommendation to the Chairperson of the Nominating Committee in the manner described in the section of this proxy statement titled “Communications with the Board of Directors.”

In making its nominations, the Board and the Nominating Committee identify nominees by first evaluating the current members of the Board willing to continue their service. Current members with qualifications and skills that are consistent with the criteria for Board service are re-nominated. As to potential new candidates, it is expected that the Board and the Nominating Committee would discuss among themselves and members of management their respective recommendations and any recommendations submitted by stockholders and evaluate the qualifications, experience and background of the potential candidates. The Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating Committee believe that it is valuable that Board members represent diverse experience and viewpoints.

Dr. Shelby M. Elliott, Chairman, and Frank P. Williamson are the present members of the Nominating Committee. Pursuant to the NASDAQ Marketplace Rules, both members of the Nominating Committee are independent. The Nominating Committee held one (1) meeting during the prior fiscal year. After receiving the Nominating Committee’s recommendations, the full Board nominates the slate of directors to be presented to the Company’s stockholders at the Annual Meeting. The Board of Directors has adopted a written Charter of the Nominating Committee, and the Nominating Committee reviews the Charter annually. The Nominating Committee Charter is posted on the Company’s website and can be viewed by going to www.anico.com/corp_gov.dhtml and clicking “Nominating Committee Charter.” You may also obtain a printed copy of the Charter at no charge by writing the office of the Secretary at One Moody Plaza, Galveston, Texas 77550.

Executive Committee

The Executive Committee was established in 1977 to act on behalf of the full Board of Directors, within certain limitations, between regular Board meetings. The present members of such committee are Robert L. Moody, Sr., Chairman; G. Richard Ferdinandtsen; and W. L. Moody IV. The Executive Committee held two (2) meetings during the Company’s last fiscal year.

Consideration of Risks from Compensation Policies and Practices

In early 2011, at the request of the Board Compensation Committee, Frederic W. Cook & Co., Inc. (“Cook & Co.”) performed an assessment of our compensation policies and practices to determine whether those programs encourage excessive risk taking that is reasonably likely to have a material adverse effect on us as a whole. This assessment was based in part on a comprehensive assessment conducted in 2010 by Cook & Co. Based on these assessments, the committee concluded that our compensation programs do not present any such material adverse risk. In reaching such conclusion, the Board Compensation Committee considered the size of our Company and the following features of our compensation programs that discourage excessive or unnecessary risk taking:

• appropriate pay philosophy, peer group and market positioning to support core business objectives;

• conservative overall pay positioning;

• payment of 40% of annual incentives in restricted stock units (30% for the Chairman and CEO) with time-based vesting;

• effective balance in: (i) short- and long-term performance focus; (ii) corporate, business unit, and individual performance focus and measurement; and (iii) financial and non-financial performance measurements used that are well balanced between growth, profitability, return on capital, and other relevant measures in the industry; and

• independent Board Compensation Committee oversight.

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INFORMATION CONCERNING EXECUTIVE OFFICERS

The following is a list of our executive officers, other than Messrs. Moody and Ferdinandtsen, who are also directors, their current ages, and their positions and offices for the past five years. For executive officers who have been with us for less than five years, information is also provided with respect to the nature of their responsibilities undertaken with their prior employers during such time.

Name of Officer	Age		Position (Year Elected to Position)
James E. Pozzi		60	Senior Executive Vice President, Chief Administrative Officer (2008); Senior Executive Vice President, Corporate Planning, Systems and Life Administration (2004-2008)
Ronald J. Welch		65	Senior Executive Vice President, Corporate Risk Officer & Chief Actuary (2008); Senior Executive Vice President, Chief Actuary and Chief Corporate Risk Management Officer (2004-2008)
David A. Behrens		48	Executive Vice President, Independent Marketing (1999)
John J. Dunn, Jr.		52	Executive Vice President, Corporate Chief Financial Officer (July 2010); Vice President International Accounting of Ally Financial, Inc. (formerly GMAC, Inc.) (2009 — May 2010)(charged with responsibility for auto finance and insurance accounting outside of the U.S. and Canada for this financial services provider); Vice President and Chief Financial Officer (2007-2009) and Vice President — Finance (1997-2006) of GMAC Insurance (charged with overall responsibility for the finance and accounting areas)
Bill J. Garrison		77	Executive Vice President, Director of Career Sales & Service Division (1988)
Gregory V. Ostergren		55	Executive Vice President, Director of Multiple Line (2000)
Stephen E. Pavlicek*		64	Executive Vice President, Chief Financial Officer & Corporate Treasurer (2010); Senior Vice President, Chief Financial Officer (2007-2010); Senior Vice President, Controller (1996-2007)
Dwain A. Akins		59	Senior Vice President, Corporate Affairs, Chief Corporate Compliance Officer (2006); Vice President, Corporate Compliance (2003-2006)
Albert L. Amato, Jr.		62	Senior Vice President, Life Insurance Administration (1994)
Scott F. Brast		47	Senior Vice President, Real Estate / Mortgage Loan Investments (2005); Vice President, Real Estate Investments (2000-2005)
Frank V. Broll, Jr.		61	Senior Vice President & Actuary (2005); Vice President & Actuary (1986-2005)
William F. Carlton		52	Senior Vice President & Corporate Controller (2010); Vice President and Controller (2007-2010); Vice President and Assistant Controller, Financial Reports (1998-2007)
Gordon D. Dixon		65	Senior Vice President, Chief Investment Officer (2010); Senior Vice President, Securities Investments (2004-2010)
Bernard S. Gerwel		52	Senior Vice President, Chief Information/Innovation Officer Multiple Line (2010); Senior Vice President, Chief MLEA Administrative Officer (2006-2010)
Rex D. Hemme		62	Senior Vice President & Actuary (2005); Vice President & Actuary (1993-2005)
Johnny D. Johnson		58	Senior Vice President, Corporate Chief Information Officer (2008); Senior Vice President, Chief Information Officer (2007); Chief Information Officer, AEGON Financial Partners, AEGON USA (2002-2007)(charged with developing IT strategy and policy and overseeing an IT staff of approximately 450 employees for this financial services provider)
Bruce M. LePard		54	Senior Vice President, Human Resources (2006)
James W. Pangburn		54	Senior Vice President, Credit Insurance Division (2004)
Ronald C. Price		59	Senior Vice President, Chief Marketing Officer — Career Life Agencies (2004)
Steven H. Schouweiler		64	Senior Vice President, Health Insurance Operations (1998)
Shannon L. Smith		51	Senior Vice President, Chief Multiple Line Marketing Officer (July 2008); Program Marketing Manager of Meadowbrook Insurance Group (April 2008 — July 2008)(charged with identifying and developing business opportunities and creating and managing programs to enhance growth of this specialty property and casualty insurance holding company); Vice President — Marketing and Distribution of Lincoln General Insurance Company (July 2003 — October 2007)(charged with developing marketing and distribution strategies for this provider of property and casualty insurance to the transportation industry)
Hoyt J. Strickland		54	Senior Vice President, Career Sales and Service Division (April 2009); National Field Director, Career Sales and Service Division (2001 — April 2009)

* Mr. Pavlicek retired effective March 31, 2011.

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There are no arrangements or understandings pursuant to which any officer was elected. All officers are elected annually by the Board of Directors and serve until their successors are elected and qualified, unless otherwise specified by the Board.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains the philosophy underlying our compensation strategy and the fundamental elements of compensation paid to the Chief Executive Officer (“CEO”), Chief Financial Officer, and other executive officers included in the Summary Compensation Table, to whom we refer collectively as our “Named Executive Officers.” Specifically, this Compensation Discussion and Analysis addresses the following:

• Oversight of our compensation programs;

• Objectives of our compensation programs;

• How we determine each element of compensation;

• Elements of compensation; and

• Other important compensation policies.

Oversight of Our Compensation Programs

The Board Compensation Committee oversees the compensation programs for our Named Executive Officers. The Board Compensation Committee is supported in its role by our Management Compensation Committee. The Management Compensation Committee is comprised of three of our most senior officers: G. Richard Ferdinandtsen, President and Chief Operating Officer; James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer; and Ronald J. Welch, Senior Executive Vice President, Corporate Risk Officer and Chief Actuary.

The compensation process for our Named Executive Officers and other executive officers begins with an annual evaluation by the Management Compensation Committee. As part of this evaluation process, the Management Compensation Committee considers our performance, internal equity and consistency, each executive officer’s individual performance over the prior year, any changes in responsibilities, and the future potential of each executive officer. The Management Compensation Committee also considers data available from nationally published compensation surveys obtained from a range of industry and general market sources.

Based on these evaluations, the Management Compensation Committee formulates recommendations for our Board Compensation Committee with respect to (i) annual pay increases, (ii) performance criteria for incentive compensation, and (iii) long-term incentive grants, if any. The Management Compensation Committee does not make recommendations relating to the pay of our Chairman and CEO or our President and Chief Operating Officer. Following the review and approval of these recommendations by the Chairman and CEO, the President and Chief Operating Officer presents the Management Compensation Committee’s evaluations and recommendations to the Board Compensation Committee. The Board Compensation Committee makes its own determination of pay for the Chairman and CEO and the President and Chief Operating Officer with the advice of its outside consultant.

To evaluate the compensation of our Named Executive Officers and other senior executive officers relative to market comparables and to better inform the Board Compensation Committee in making fiscal 2010 compensation decisions, the Board Compensation Committee engaged Frederic W. Cook & Co., Inc. (“Cook & Co.”), a national compensation consulting firm, to conduct a review of our executive officer compensation practices relative to a peer group and nationally published market surveys of executive compensation practices. Cook & Co. is independent of us and has no relationship with us other than assisting the Board Compensation Committee with its executive compensation practices. After considering the Management Compensation Committee’s recommendations and Cook & Co.’s report, the Board Compensation Committee determined not to make any material changes from the 2009 compensation of our Named Executive Officers and submitted its compensation recommendations to our Board of Directors. The Board of Directors approved those recommendations.

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Objectives of Our Compensation Programs

The overall goal of our executive compensation programs is to retain and reward leaders who create long-term value for our stockholders. With this goal in mind, our compensation programs are designed to:

• Attract and retain experienced, highly qualified individuals who are in a position to make significant contributions to our success;

• Drive exceptional performance and motivate our executive officers to achieve desired financial results;

• Provide our executives with opportunities to develop a significant ownership stake in our company; and

• Align the interests of our executive officers with the long-term interests of our stockholders.

How We Determine Each Element of Compensation

In determining the amounts of each element of compensation and the aggregate compensation for our Named Executive Officers, we review market practices as described under “Market Comparisons” below. We do not use any specific formulae or attempt to satisfy any specific ratio for compensation among our executive officers. We also do not generally target any particular allocation for base salary, annual incentive, or long-term equity awards as a percentage of total compensation. Target compensation levels are decided subjectively based on a review of relevant market practices, the responsibilities and future potential of each executive, internal equity, and each executive’s ability to impact financial and operational results. Historically, our compensation programs have more heavily emphasized fixed compensation, while many of our peers place a greater emphasis on incentive compensation. In 2009, however, we modified our compensation program to increase the proportion of performance-based compensation paid to our Named Executive Officers.

Market Comparisons

During early 2010, Cook & Co. evaluated the total direct compensation (consisting of base salary, annual incentives, and long-term incentives) of our Named Executive Officers relative to market practices. The compensation of each of our Named Executive Officers was compared to that of individuals in comparable positions among a peer group of companies listed below, and to nationally published compensation survey data.

The peer group consists of companies that compete with us for talent, face similar challenges in the financial services sector, and have senior executives with comparable responsibilities. As of the date of Cook & Co.’s report, peer group revenues for the prior four quarters ranged from $0.9 billion to $4.5 billion (median revenues of $2.8 billion), and assets ranged from $6.3 billion to $41.8 billion (median assets of $14.7 billion). Our total revenues were approximately $2.9 billion in 2009, and our assets were approximately $20.0 billion at the end of 2009. The peer group is comprised of the following companies:

W.R. Berkley Corporation
Cincinnati Financial Corporation
The Hanover Insurance Group, Inc.
HCC Insurance Holdings, Inc.
Horace Mann Educators Corporation
Old Republic International Corporation
Phoenix Companies, Inc.
Protective Life Corporation
StanCorp Financial Group, Inc.
Torchmark Corporation
Transatlantic Holdings, Inc.
Unitrin, Inc.
White Mountains Insurance Group, Ltd.

The published survey data covers a broader set of companies, including many if not all of the peer companies within the insurance industry. The specific surveys used for fiscal 2010 were:

• Mercer2009 Benchmark Database(containing tabular data of insurance companies with greater than $5 billion in assets);

• Watson Wyatt’s2009/2010 Top Management Calculator(containing insurance industry data regressed to each executive’s individual scope as measured in assets); and

• LOMA’s2009 Executive Compensation Survey Report(containing tabular insurance industry data from companies with assets between $5 billion and $30 billion).

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Key findings of Cook & Co.’s evaluation for 2010 were as follows:

• The total direct compensation of our Chairman and CEO was in the top quartile of the peer and survey organizations, consistent with his substantial experience and consistent performance. The total direct compensation of our other Named Executive Officers generally approximated the median of the peer and survey organizations, with the exception of the Executive Vice President, Chief Financial Officer and Corporate Treasurer, whose total direct compensation was lower as a result of a narrower scope of responsibilities compared to comparable positions within the peer group.

• Although we have restructured our pay mix to better emphasize performance-based pay and equity-based compensation in the last couple of years, the market continues to provide more emphasis on long-term compensation as compared to our compensation practices, particularly with respect to our Chairman and CEO and our President and Chief Operating Officer. The Board Compensation Committee has made certain modifications to the 2011 Executive Incentive Compensation Program to enhance long-term incentives, as explained below under “2011 Program.”

• Base salaries and short-term cash incentive opportunities for most of our top executives are competitive, with the exception of the Executive Vice President, Chief Financial Officer and Corporate Treasurer, as noted above. Base salaries and short-term cash incentive opportunities for our Chairman and CEO and our President and Chief Operating Officer are in the top quartile, consistent with their substantial experience and consistent performance.

Elements of Compensation Provided to the Named Executive Officers and Why We Pay Each Element

The following table lists the primary elements of our executive compensation program and the primary purpose of each element. Additional explanation of each element follows the table.

Element	Purpose
Base Salary	Provides a fixed level of competitive compensation
Annual Incentive Compensation	Focuses executive attention on key financial and operational performance measures
Long-Term Incentive Compensation (consisting of restricted stock units, restricted stock and stock appreciation rights)	Aligns the interests of executives with long-term stockholder value and retains executive talent
Retirement Benefits (consisting of qualified and non-qualified Company pension plans and the Company’s 401(k) plan)	Assists executives in providing for their and their families’ long-term financial security and future personal needs
Health and Welfare Benefits (consisting of basic and supplemental health insurance, disability protection, and life insurance)	Assists executives in providing for their and their families’ current personal needs

Base Salary

Base salary is an important component of total compensation for our Named Executive Officers, and it is vital to our goal of recruiting and retaining executive officers with proven abilities. Base salaries are determined for each Named Executive Officer based on abilities, qualifications, accomplishments, and prior work experience. Adjustments are considered annually based on current market data, the consistency of the executive officer’s individual performance over the prior year, changes in responsibilities, future potential and internal equity.

As shown in the Summary Compensation Table below, a significant change was made to the base salary of our Chairman and CEO in 2009. As part of an effort to shift the pay mix away from fixed compensation into incentive-based compensation, the base salary of the Chairman and CEO was reduced from $5 million to $2 million in 2009; correspondingly, his annual performance-based incentive opportunity was substantially increased. This shift better aligned the pay mix of the Chairman and CEO with the market, and this compensation philosophy remained unchanged in 2010. The base salaries of our other Named Executive Officers remained unchanged or increased modestly. The base salary increases reflect our view of competitive pressures in the industry.

Note Regarding Our Principal Financial Officer:On December 17, 2010, our Board of Directors designated John J. Dunn, Jr., Executive Vice President and Corporate Chief Financial Officer, as our “principal financial officer” for purposes of our reporting responsibilities under the 1934 Act. Mr. Dunn began his service with us on August 16, 2010. During the interim period following Mr. Dunn’s hiring until December 17, 2010, Stephen E. Pavlicek, Executive Vice President, Chief Financial Officer and Corporate Treasurer, continued to serve as our principal financial officer. Mr. Pavlicek retired effective March 31, 2011.

At the time of our hiring of Mr. Dunn, the Board of Directors, upon recommendation of the Board Compensation Committee, approved Mr. Dunn’s 2010 compensation package, which included a base salary based on an annualized salary of $300,000 and participation in the Executive Incentive Compensation Program. The Compensation Committee made its recommendation after considering Mr. Dunn’s prior employment and the compensation of our executive officers who would be his peers. The actual salary received by Mr. Dunn during 2010, for the portion of the year he was employed by us, was $112,500.

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Annual Incentive Compensation

Our Named Executive Officers participate in our Executive Incentive Compensation Program. Eligibility to participate in this program is determined by our Board Compensation Committee and approved by the Board of Directors. Payouts are based on actual performance relative to predetermined performance objectives across a range of performance measures that an executive has the ability to impact. All incentive compensation is subject to review and approval by the Board Compensation Committee and the Board of Directors, both at the time of the setting of the performance objectives and at the time of payment of the annual incentive award. In order to receive an incentive compensation payout, an executive must be employed by the Company at the time of payout; provided, however, that in the event of death, disability or normal retirement after the age of 65 prior to such payout, the payout will be prorated for the portion of the calendar year up to the date of death, disability or retirement.

Incentive Opportunities:Annual incentive opportunities are expressed as a percentage of base salary. For each applicable performance measure, there are three levels of performance objectives (Level 1, Level 2, and Level 3), with increased incentive opportunities associated with each level. Once a Level 1 performance objective is reached for a particular performance measure, the actual amount of the award will be prorated toward each subsequent performance objective for that performance measure. For example, a Named Executive Officer who, as of the end of the year, has met a Level 1 performance objective for a particular performance measure and is halfway toward his Level 2 performance objective for that particular performance measure would receive his Level 1 award plus 50% of the additional award attributable to Level 2 achievement for that measure. Pursuant to the 2010 Executive Incentive Compensation Program, incentive awards for individual performance measures can be earned for Level 3 performance; however, a Named Executive Officer cannot earn an aggregate annual incentive award in excess of the amount he would receive if he were to satisfy all performance measures at Level 2 (target). In other words, a Named Executive Officer may earn a payout consistent with Level 3 for a particular performances measure, but the total incentive award in aggregate is capped at the sum of Level 2 performance for each of the measures. We instituted this cap to help manage compensation risk and incentive plan payments.

Incentive Payouts:Prior to 2009, annual incentive awards were settled entirely in cash. In 2009, however, we modified the Executive Incentive Compensation Program to make a portion of the incentive award subject to longer-term performance. The total incentive, when earned, is paid out 60% in cash and 40% in Restricted Stock Units (“RSUs”) for each of the Named Executive Officers, except the Chairman and CEO. Because the Chairman and CEO is a significant stockholder and his base salary was substantially reduced for 2009, his annual incentive is paid 70% in cash and 30% in RSUs. Payment of a portion of the annual incentive in RSUs permits the Executive Incentive Compensation Program to serve both annual and long-term compensation purposes and better aligns our pay-mix with market practices. RSUs have no voting or dividend rights.

The aggregate annual incentive award earned that is allocable to RSUs is divided by the market price of our Common Stock on a predetermined date to set the number of RSUs awarded to each Named Executive Officer. Fractional RSUs are not awarded, but amounts representing a fractional unit are paid in cash. RSUs granted under the 2009 and 2010 Executive Incentive Compensation Programs convert into shares of Common Stock on a one-for-one basis two years after the date issued, provided that the executive remains employed with the Company until such time. The employment service requirement will be waived in the event of death, disability or normal retirement after the age of 65, and RSUs will convert to shares of Common Stock upon any such event. Because the executive bears the risk of the difference in the market value of our Common Stock at the time the RSUs were awarded and the value of such stock at the time the RSUs are converted into shares, the portion of the annual incentive paid in RSUs provides an additional incentive for each Named Executive Officer to remain a major contributor to the future growth and success of the Company.

The Company’s Chairman and CEO and the Company’s President and Chief Operating Officer are eligible to receive quarterly incentive payments under the Executive Incentive Compensation Program. Because the potential incentive payout for these two Named Executive Officers constitutes a substantial portion of their compensation, the Board Compensation Committee decided to spread the payout throughout the year. Quarterly payments are based on the total incentive award projected for the year based on year-to-date performance following the end of the first three quarters of the year. The amount payable for any quarter is discounted by 20%, and then pro-rated by the percentage of the annual incentive to be paid in cash. Amounts paid in prior quarters are subtracted from payments due in subsequent quarters. The total cash incentive awards earned by our Chairman and CEO and our President and Chief Operating Officer for 2010 performance were $5,390,000 and $960,000, respectively. Of these amounts, $3,234,000 and $565,885 were paid to our Chairman and CEO and our President and Chief Operating Officer, respectively, for the first three quarters of 2010, and the remaining cash incentive payments of $2,156,000 and $394,115, respectively, were made in February 2011.

Performance Measures:The Board Compensation Committee generally establishes specific performance measures and the corresponding levels of performance objectives for each of our Named Executive Officers after consideration of our annual corporate plan and after review of recommendations from the Management Compensation Committee. The specific performance measures and performance objectives for the 2010 Executive Incentive Compensation Program were approved in February 2010 and communicated to the Named Executive Officers in March 2010.

Named Executive Officers are reasonably likely to meet some, but not all, Level 1 objectives. The Board Compensation Committee considers Level 2 objectives to be aggressive. Level 3 objectives are established at levels above and beyond the expected achievement associated with a particular performance measure. Achievement of an aggregate Level 2 payout generally means that the Named Executive Officer’s performance has met yearly objectives established under our annual corporate plan.

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Performance measures used in the 2010 Executive Incentive Compensation Program are listed and explained below. Specific performance measures are selected for each Named Executive Officer based on the financial and operational measures that he has the ability to impact. Not all measures are used for every Named Executive Officer.

1. Consolidated Operating Revenues.This is total revenues less amounts reported as realized gains and losses.

2. Five Year Average Adjusted after Tax Net Gain from Operations (as a percentage of stockholders’ dividends).Adjusted after tax net gain from operations is equal to net income less after-tax net realized gains and losses.

3. Return on Equity from Insurance Lines (adjusted for unusual items).This is after tax net gain from operations for the insurance lines (adjusted for unusual items) divided by the equity assigned to the insurance lines.

4. Total Corporate Return on Equity: This is adjusted gain divided by adjusted equity.

• Adjusted gain is consolidated net income, adjusted for changes in unrealized capital gains/losses, and adjusted for unusual items.

• Adjusted equity is beginning stockholder’s equity minus unrealized gain/loss on bonds (FAS 115).

5. Weighted Direct Earned Premium: This is the total weighted direct earned premium, which is premium income to us that is weighted in accordance with industry standards for measuring premium. Pursuant to such standards, recurring premiums are weighted at 100%, and single life premiums, excess life premiums, and annuity deposits are weighted at 10% of the actual amount received. Direct earned premium refers to premium actually received.

6. Home Office Expenses: This is the actual controllable non-distribution related operating expenses for our home office, San Antonio, and League City, Texas operations.

7. Timeliness of Report: This represents the average working days past the end of the month until our monthly operating reports are distributed, excluding the month of January and the end of each quarter.

Adjustments may be made for extraordinary occurrences in a particular year that are not expected to recur. Any such adjustments are approved by the Board Compensation Committee and could include such unusual items as unexpected litigation against us. The amount of incentive award payable based on performance measures unrelated to earnings is reduced by 50% of the calculated amount if a certain threshold Return on Equity from Insurance Lines is not achieved. Although for 2009 this resulted in downward adjustments for each Named Executive Officer whose applicable performance measures included Weighted Direct Earned Premium or Timeliness of Report, no such adjustments were required for the Named Executive Officers for 2010.

Because Mr. Dunn’s employment with us during 2010 would be limited to only four and a half months, the Board Compensation Committee recommended that specific performance measures and targets not be developed for Mr. Dunn and that Mr. Dunn instead be paid a bonus of 85% of the salary he would receive in 2010. In accordance with the terms of the Executive Incentive Compensation Program, Mr. Dunn’s incentive bonus was payable 60% in cash and 40% in RSUs.As a result, Mr. Dunn is not included in the three tables immediately below regarding the Executive Incentive Compensation Program.

The table below shows the performance measures and their relative weightings as a percentage of the total incentive opportunity for each Named Executive Officer during 2010.

2010 Annual Incentive Performance Measures and Weightings for the Named Executive Officers

Performance
Measure	Moody			Ferdinandtsen			Welch			Pozzi			Pavlicek
Consolidated Operating Revenues		12	%		22.2	%		22.5	%		22.5	%		10	%
Five Year Average Adjusted After Tax Net Gain from Operations		52	%		11.2	%		10	%		10	%		20	%
Return on Equity from Insurance Lines		12	%		22.2	%		22.5	%		15	%		20	%
Total Corporate Return on Equity		12	%		22.2	%		22.5	%		15	%		—
Weighted Direct Earned Premium		12	%		22.2	%		22.5	%		22.5	%		10	%
Home Office Expenses		—			—			—			15	%		20	%
Timeliness of Report		—			—			—			—			20	%

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The next table shows each performance measure and the Level 1, Level 2 and Level 3 goals associated with each, along with actual 2010 performance with respect to each performance measure.Information regarding our performance measures is provided in the limited context of our Executive Incentive Compensation Program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Performance		Level 2
Measure	Level 1	(Target)	Level 3	2010 Actual
Consolidated Operating Revenues	$2.87 billion	$2.92 billion	$2.97 billion	$3.00 billion
Five Year Average Adjusted After Tax Net Gain from Operations	50.0% of stockholders’ dividend	75.0% of stockholders’ dividend	100.0% of stockholders’ dividend	163.9% of stockholders’ dividend
Return on Equity from Insurance Lines	5.5%	6.0%	6.5%	2.9%
Total Corporate Return on Equity	5.5%	6.0%	6.5%	7.5%
Weighted Direct Earned Premium	$2.0 billion	$2.1 billion	$2.2 billion	$2.1 billion
Home Office Expenses	$117.0 million	$115.0 million	$113.0 million	$116.7 million
Timeliness of Report	17.0 days	15.0 days	13.0 days	15.3 days

A Named Executive Officer’s aggregate incentive opportunity is equal to the sum of the incentive opportunities tied to the specific performance measures applicable to that individual. As noted above, incentive opportunities are expressed as a percentage of base salary.

Following the completion of the 2010 performance year, the Board Compensation Committee assessed the performance of the Named Executive Officers against the objectives established at the beginning of the year in order to determine the aggregate incentive award payable to each. The actual aggregate annual incentive award payment for 2010 to the Named Executive Officers ranged from 42% to 385% of their respective base salaries.

The following table shows how each Named Executive Officer performed relative to his aggregate Level 1 and Level 2 award opportunities under the 2010 Executive Incentive Compensation Program. As noted above, each Named Executive Officer’s maximum aggregate incentive that may be earned is limited to the sum of the Level 2 award opportunities for all performance measures applicable to the specific executive; therefore, aggregate Level 3 opportunities are not shown below. Actual performance relative to each specific performance measure is disclosed in the table immediately above. As discussed above, 30% of the incentive award earned by our Chairman and CEO is paid in RSUs, and 40% of the award earned is paid in RSUs for each of the other Named Executive Officers.

2010 Potential Aggregate Incentive Opportunities
for the Named Executive Officers Compared to Actual Aggregate Incentive Award Earned

											Actual Aggregate
	Level 1					Level 2 (Target)					Incentive Award Earned
	As a %					As a %					As a %
	of			As $		of			As $		of			As $
Name/Title	Salary			Amount		Salary			Amount		Salary			Amount
Robert L. Moody, Sr., Chairman of the Board of Directors and CEO		192.5	%	$	3,850,000		385	%	$	7,700,000		385	%	$	7,700,000
G. Richard Ferdinandtsen, President and Chief Operating Officer		80	%	$	800,000		160	%	$	1,600,000		160	%	$	1,600,000
Ronald J. Welch, Senior Executive Vice President, Corporate Risk Management Officer and Chief Actuary		50	%	$	204,443		100	%	$	408,887		100	%	$	408,887
James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer		50	%	$	212,879		100	%	$	425,759		100	%	$	425,759
Stephen E. Pavlicek, Executive Vice President, Chief Financial Officer and Corporate Treasurer		25	%	$	65,590		50	%	$	131,181		42	%	$	110,944

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Long-Term Incentive Compensation

In 1999, our Board of Directors and stockholders approved the American National Insurance Company 1999 Stock and Incentive Plan (the “1999 Plan”). All of our employees, as well as directors and consultants of American National Insurance Company, are eligible to participate in the 1999 Plan. The Plan is administered by our Board Compensation Committee. The 1999 Plan provides for the grant of any or all of the following types of awards: (1) stock options, including incentive stock options and non-qualified stock options; (2) stock appreciation rights (“SARs”), in tandem with stock options or freestanding; (3) restricted stock and RSUs; (4) performance awards; and (5) other stock-based awards.

Until 2010, we made grants only of restricted stock and freestanding SARs under the 1999 Plan. During 2010, grants of RSUs were made based on the achievement of performance objectives under the 2009 Executive Incentive Compensation Program. For the 2010 Executive Incentive Compensation Program, RSUs were issued to the Named Executive Officers effective March 1, 2011 as follows, in accordance with the satisfaction of applicable performance measures under such plan:

Robert L. Moody, Sr., Chairman of the Board and CEO	29,009 RSUs
G. Richard Ferdinandtsen, President and Chief Operating Officer	8,037 RSUs
Ronald J. Welch, Senior Executive Vice President, Corporate Risk Management Officer and Chief Actuary	2,053 RSUs
James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer	2,138 RSUs
Stephen E. Pavlicek, Executive Vice President, Chief Financial Officer and Corporate Treasurer	557 RSUs
John J. Dunn, Jr., Executive Vice President and Corporate Chief Financial Officer*	480 RSUs

* As noted above under “Annual Incentive Compensation,” specific performance measures and targets were not established for Mr. Dunn.

Prior to 2010, we generally made grants under the 1999 Plan every three years. Such grants were made following a general, discretionary evaluation of a large group of individuals eligible for inclusion in the 1999 Plan. We intend to make grants of RSUs under the 1999 Plan on an annual basis, by paying a portion of the annual incentive to our Named Executive Officers in RSUs, as described above under “Annual Incentive Compensation.” We believe that providing equity opportunities on an annual basis will provide stronger retention incentives for our executive officers and mitigate pricing problems in a volatile market through more frequent grants. In addition, such opportunities improve our competitive positioning with respect to long-term incentive compensation.

Retirement Benefits

We maintain Company-sponsored retirement and deferred compensation plans for the benefit of our salaried employees, including our Named Executive Officers. These benefits are designed to assist employees, including our Named Executive Officers, in providing for their and their families’ long-term financial security. Specifically, we maintain a qualified pension plan and non-qualified deferred compensation plans. The purpose of the non-qualified deferred compensation plans is to restore curtailments of benefits under the qualified plan required to comply with the Internal Revenue Code of 1986, as amended (the “Code”). Each of these plans, and the benefits provided under each to the Named Executive Officers, is further discussed below in connection with the “Pension Benefits” table.

The Named Executive Officers are also eligible to participate in our 401(k) Plan, which is a Company-wide, tax-qualified retirement plan. The intent of the plan is to provide all employees with a tax-advantaged savings opportunity for retirement. We sponsor this plan to help employees at all levels save and accumulate assets for use during their retirement. As required, eligible pay under this plan is capped at Code annual limits. We do not match employee contributions in our 401(k) Plan.

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Other Benefits

Basic health benefits, disability protection, life insurance and similar programs are provided to make certain that access to healthcare and income protection is available to our employees and their family members. Each of our Named Executive Officers, as well as all of our officers at the level of vice president and above, participates in our Merit Plan, an insured medical plan that supplements our core medical insurance plan. The Merit Plan provides coverage for co-pays, deductibles, and other out-of-pocket expenses that are not covered by the core medical insurance plan. Such coverage is limited to medical expenses that could be deducted by the recipient for federal income tax purposes.

Perquisites

During 2010, perquisites to our Named Executive Officers included benefits under the Merit Plan discussed immediately above; automobile allowances; club memberships; payment of certain life insurance premiums; and guest travel, lodging, leisure activities, and food and beverage at Company business conferences and other events. The perquisites and benefits provided to each Named Executive Officer during 2010 are reported in further detail in the “All Other Compensation” column of the Summary Compensation Table and are reported in further detail in the “All Other Compensation Table — Named Executive Officers.”

Other Important Compensation-Related Policies Affecting Our Named Executive Officers

Employment and Severance Contracts.In general, it is our Board of Director’s policy not to enter into employment agreements with, or provide executive severance benefits to, our executive officers beyond those generally available to our salaried employees. As a result, our Named Executive Officers serve at the pleasure of the Board and are “at will” employees.

Trading in Our Stock Derivatives.Our Insider Trading Policy prohibits executive officers from purchasing or selling options, including puts and calls, on our Common Stock or engaging in short sales with respect to our Common Stock.

Stock Ownership Guidelines

On February 23, 2011, our Board Compensation Committee adopted stock ownership guidelines for our officers and directors in order to encourage ownership of our stock by these individuals and to further align their long-term goals and objectives with those of the Company’s stockholders. The stock ownership guidelines for our officers are based on a multiple of base salary. The guidelines recommend that our Chairman and CEO own an amount of our stock at least equivalent to five times his annual base salary. For our President and Chief Operating Officer, the recommended amount is three times base salary. For our other executive officers, the guidelines recommend ownership of an amount of stock at least equivalent to one times base salary, and all other officers are encouraged, but not required, to own the same amount. Pursuant to these guidelines, each of our directors and advisory directors should own two thousand shares of our Common Stock. For those officers and directors not currently meeting these guidelines, the Board Compensation Committee has recommended that such individuals retain at least fifty percent of all after-tax shares received as compensation as such shares vest, until such time as these individuals are in compliance with the guidelines.

2011 Program

In response to recommendations from Cook & Co., we have made certain changes to our 2011 incentive compensation program in order to better align the program with current market trends and practices. First, RSUs earned by our executive officers under the 2011 Executive Incentive Compensation Program will be subject to a three-year ratable vesting period, rather than two-year cliff vesting. One-third of the RSUs granted for 2011 performance will vest on the first, second and third anniversaries of the grant date. We believe this change from a two-year to a three-year vesting period will enhance the long-term retention incentive provided to our executives by these awards.

Additionally, pursuant to the 2011 Executive Incentive Compensation Program, the cap on the aggregate annual incentive that can be earned by our executive officers has been modified. As explained under “Annual Incentive Compensation” above, for the past two years, our executive officers were not permitted to earn an aggregate annual incentive award in excess of the amount each would receive if he were to satisfy all performance measures at Level 2 (target). For 2011, this limitation on the aggregate incentive award has been removed for all executive officers other than our Chairman and CEO. For the particular percentage of base salary earned as incentive compensation in excess of the aggregate target amount, the entire amount of such excess award will be paid in RSUs. This change is intended to give executives an opportunity to earn above-target payouts for superior performance and also to enhance the long-term retention incentive provided to our executives through RSU awards. The Chairman and CEO’s aggregate incentive award for 2011 will continue to be limited to the aggregate target incentive award.

Independent Compensation Consultant

As noted above, the Board Compensation Committee retained Cook & Co. to provide information, analyses, and advice regarding our 2010 executive compensation program. Cook & Co. performed the following services for the Company:

• Evaluated the competitive positioning of our executive officers’ base salaries, annual incentive and long-term incentive compensation relative our primary peers and the broader insurance industry;

• Briefed the Board Compensation Committee on executive compensation trends among our peers and the broader industry; and

• Provided ongoing advice to the Board Compensation Committee as needed for ad hoc requests related to the determination of the amount and form of executive compensation.

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The Board Compensation Committee has established procedures that it considers adequate to ensure that the compensation consultant’s advice to the committee remains objective and is not influenced by our management. These procedures included the following: a direct reporting relationship of the consultant to the committee chairman; a provision in the committee’s engagement letter with Cook & Co. specifying the information, data, and recommendations that can and cannot be shared with management; and an annual update to the committee on Cook & Co.’s financial relationship with us, including a summary of the work performed for us during the preceding twelve months. Additionally, Cook & Co. has no service lines other than executive compensation consulting, so the potential for any conflict of interest as a result of providing other services to the Company is eliminated.

With the consent of the Board Compensation Committee chair, the independent compensation consultant may, from time to time, contact our executive officers for information necessary to complete its assignments and may make reports and presentations to and on behalf of the committee that the executive officers also receive.

All of the decisions with respect to determining the amount or form of executive compensation under our executive compensation programs are ultimately made by our Board of Directors upon the recommendation of the Board Compensation Committee and may reflect factors and considerations other than the information and advice provided by the compensation consultant.

COMPENSATION COMMITTEE REPORT

The Board Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate to the Board Compensation Committee, the Board Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement to be delivered to stockholders.

Submitted by the Board Compensation Committee:

James D. Yarbrough, Chairman

Dr. Shelby M. Elliott
Frank P. Williamson

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Summary Compensation Table

The following table sets forth all of the compensation awarded to or earned by the Named Executive Officers for the years ended December 31, 2010, 2009 and 2008. None of the Named Executive Officers has a written or unwritten employment agreement or arrangement with us.

												Change in
												Pension Value
												and Non-
												qualified
										Non-Equity		Deferred
Name and						Stock		SAR		Incentive Plan		Compensation		All Other
Principal		Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation
Position	Year	(a)		(b)		(c)		(d)		(e)		(f)		(g)			Total
Robert L. Moody, Sr.,	2010	$	2,000,000	$	157	$	1,154,969	$	0	$	5,390,000	$	7,457,759	$	480,271	*	$	16,483,156
Chairman of the	2009	$	2,000,000	$	157	$	416,813	$	0	$	5,390,000	$	13,926,478	$	591,984	*	$	22,325,432
Board and Chief	2008	$	5,000,000	$	157	$	5,824,000	$	0	$	1,350,000	$	5,788,062	$	603,599	*	$	18,565,818
Executive Officer
G. Richard Ferdinandtsen,	2010	$	1,000,000	$	157	$	319,980	$	0	$	960,000	$	2,248,465	$	177,356	*	$	4,705,958
President and	2009	$	1,000,000	$	157	$	24,714	$	0	$	754,774	$	3,461,612	$	196,679	*	$	5,437,936
Chief Operating Officer	2008	$	1,000,000	$	158	$	2,329,600	$	0	$	240,000	$	1,458,632	$	199,911	*	$	5,228,301
Ronald J. Welch,	2010	$	408,887	$	136	$	81,720	$	0	$	245,332	$	496,690	$	20,505		$	1,253,270
Senior Executive Vice	2009	$	408,887	$	136	$	81,759	$	0	$	190,419	$	539,636	$	23,363		$	1,244,200
President, Corporate	2008	$	402,221	$	136	$	0	$	178,433	$	72,400	$	483,255	$	18,616		$	1,155,061
Risk Officer and Chief Actuary
James E. Pozzi,	2010	$	425,759	$	136	$	85,062	$	0	$	255,455	$	374,352	$	19,108		$	1,159,872
Senior Executive Vice	2009	$	412,425	$	136	$	82,468	$	0	$	108,552	$	360,037	$	27,366		$	990,984
President and Chief	2008	$	404,092	$	136	$	0	$	178,433	$	122,039	$	282,622	$	24,286		$	1,011,608
Administrative Officer
Stephen E. Pavlicek,(1)	2010	$	262,362	$	136	$	26,198	$	28,189	$	66,567	$	268,906	$	18,980		$	671,338
Executive Vice	2009	$	252,362	$	136	$	25,201	$	0	$	32,426	$	236,402	$	29,308		$	575,835
President, Chief	2008	$	248,493	$	136	$	0	$	76,471	$	45,052	$	203,564	$	24,774		$	598,490
Financial Officer and Corporate Treasurer
John J. Dunn, Jr.,(2)	2010	$	112,500	$	34	$	38,165	$	0	$	57,375	$	0	$	65,555		$	273,629
Executive Vice President and Corporate Chief Financial Officer

*	Consists primarily of dividends on restricted stock, as shown in the “All Other Compensation Table — Named Executive Officers” below.
(1)	Mr. Pavlicek served as our principal financial officer during 2009 and until December 17, 2010. He retired effective March 31, 2011.
(2)	Mr. Dunn began his service with us on August 16, 2010. He was designated our principal financial officer by the Board of Directors on December 17, 2010.

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Column (a) — Salary.These amounts represent base salary, including any amount of base salary the Named Executive Officer may have contributed to our 401(k) plan.

Column (b) — Bonus.These amounts reflect an annual holiday bonus paid in December.

Column (c) — Stock Awards.For 2009 and 2010, the values shown for each Named Executive Officer, other than Mr. Dunn, represent the grant date fair value of conditional performance-based restricted stock units granted under the Executive Incentive Compensation Program during 2009 and 2010, but not issued until 2010 and 2011, respectively, based on the probable outcome (as of the grant date) of the performance based conditions applicable to the awards. For this purpose, the probable outcome is based on achievement at threshold performance levels (Level 1, as discussed in the Compensation Discussion and Analysis above), calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures, based on a stock price at the grant dates of February 26, 2009 and February 25, 2010 of $44.29 and $107.81, respectively. Named Executive Officers are reasonably likely to meet some, but not all, Level 1 objectives. The amounts in the table do not correspond to the actual value that is ultimately recognized by the Named Executive Officers. See the Grants of Plan-Based Awards table below for further information on these performance-based restricted stock units. The Board Compensation Committee reduced the number of RSUs to be awarded to Mr. Moody and Mr. Ferdinandtsen for 2009 performance by 16,667 RSUs and 6,667 RSUs, respectively, to account for grants of restricted stock made to these officers in 2008.

Because Mr. Dunn’s employment with us during 2010 was limited to only four and a half months, the Board Compensation Committee recommended that specific performance measures and targets not be developed for Mr. Dunn and that Mr. Dunn instead be paid a target bonus of 85% of the salary he would receive in 2010. In accordance with the terms of the Executive Incentive Compensation Program, Mr. Dunn’s incentive bonus was payable 60% in cash and 40% in RSUs.

For 2008, the values shown represent grants of restricted stock to Mr. Moody and Mr. Ferdinandtsen pursuant to the American National Insurance Company 1999 Stock and Incentive Plan. The values shown for such restricted stock represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. The restricted stock granted in 2008 will vest fully in 2018, provided that the recipient remains employed with the Company continuously until such time. In addition, such stock will fully vest upon the death or disability of the recipient or, with the Board of Director’s consent, upon the recipient’s retirement. Dividends on restricted stock are included in column (g), “All Other Compensation.” Further information regarding the American National Insurance Company 1999 Stock and Incentive Plan is provided below.

Column (d) — SAR Awards.No stock appreciation rights (“SARs”) were awarded to our Named Executive Officers during 2009. For 2008 and 2010, the values shown represent SARs granted to certain Named Executive Officers pursuant to the American National Insurance Company 1999 Stock and Incentive Plan. The numbers in Column (d) represent the aggregate grant date fair value of SARs computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Such amounts do not represent cash payments, amounts realized, or amounts that may be realized by the Named Executive Officers. These SARs are cash-settled. SARs exercised during 2010 are reflected in the “SARs Exercised and Restricted Stock Vested” table below. SAR grants vest 20% per year over a five-year period beginning the first anniversary of the grant. Vested SARs have a life of five years from the date of vesting. The SARs granted during 2010 have an exercise price of $110.83, the closing price of our Common Stock on May 3, 2010, the grant date. The SARs granted during 2008 have an exercise price of $116.48, the closing price of our Common Stock on May 1, 2008, the grant date. The grant date fair values shown in the table above have been estimated using a Black-Scholes-Merton option pricing model. For purposes of this calculation, each SAR grant was separated into five tranches based on the vesting schedule described above in this paragraph. The grant date fair value shown in the table above for each SAR grant is the sum of the grant date fair values for each tranche of the corresponding grant. For Mr. Pozzi and Mr. Welch, their 2008 SAR grants were separated into five tranches of 1,400 SARs per tranche for purposes of this calculation. For Mr. Pavlicek, his 2008 SAR grant was separated into five tranches of 600 SARs per tranche for purposes of this calculation, and his 2010 SAR grant was separated into three tranches of 133 SARs per tranche and two tranches of 134 SARs per tranche. The common assumptions used in determining the grant date fair value of each tranche were a stock price at the date of grant of $116.48 for the May 1, 2008 grants and $110.83 for the May 3, 2010 grant. The remaining assumptions used for each tranche of the 2008 SAR grants were as follows:

	Expected			Safe Harbor	Expected Annual			Risk Free
	Annual Volatility			Expected Life	Dividend Yield			Rate of Return
Tranche 1 (first 20% to vest)		33.36	%	3.5 years		3.09	%		2.53	%
Tranche 2 (next 20% to vest)		30.76	%	4.5 years		3.34	%		2.53	%
Tranche 3 (next 20% to vest)		29.72	%	5.5 years		3.55	%		3.06	%
Tranche 4 (next 20% to vest)		30.16	%	6.5 years		3.74	%		3.06	%
Tranche 5 (final 20% to vest)		31.50	%	7.5 years		4.05	%		3.36	%

27

The remaining assumptions used for each tranche of the 2010 SAR grant were as follows:

	Expected			Safe Harbor	Expected Annual			Risk Free
	Annual Volatility			Expected Life	Dividend Yield			Rate of Return
Tranche 1 (first 20% to vest)		65.60	%	3.5 years		3.36	%		1.56	%
Tranche 2 (next 20% to vest)		58.39	%	4.5 years		3.30	%		1.56	%
Tranche 3 (next 20% to vest)		53.95	%	5.5 years		3.35	%		3.18	%
Tranche 4 (next 20% to vest)		50.19	%	6.5 years		3.49	%		3.18	%
Tranche 5 (final 20% to vest)		47.58	%	7.5 years		3.64	%		3.16	%

The risk free rate of return used for each tranche is the annual percentage yield of U.S. government securities (Treasury Constant Maturities) for the term of the safe harbor expected life of each tranche.

Column (e) — Non-Equity Incentive Plan Compensation.These amounts show the annual incentives paid in cash under the Executive Incentive Compensation Program for 2010, 2009 and 2008 performance. The amounts for 2010 are further described in the Compensation Discussion and Analysis section above and in the Grants of Plan-Based Awards table below. For 2008, the entire incentive opportunity was paid in cash.

Column (f) — Change in Pension Value and Nonqualified Deferred Compensation Earnings.These amounts represent the 2010, 2009 and 2008 increase in the present value of each Named Executive Officer’s benefits under our tax-qualified pension plan and nonqualified pension plan. For Mr. Moody and Mr. Ferdinandtsen, the amounts shown include in-service distributions from the Company’s non-qualified and qualified pension plans. The Pension Benefits Table below has more information. There is no nonqualified deferred compensation plan for the Named Executive Officers. Mr. Dunn was not eligible for pension plan participation during 2010, as one year of service with the Company is required.

The Company does not pay above-market earnings on deferred compensation; therefore, no amounts are reported in this column for deferred compensation.

Column (g) — All Other Compensation.Amounts included in this column for 2010 are further detailed in the table that follows.

28

All Other Compensation Table — Named Executive Officers

				Group Life
Name and Principal		Restricted Stock		Insurance
Position	Year	Dividends		Premium(1)		Perquisites			Total
Robert L. Moody, Sr., Chairman of the Board and Chief Executive Officer	2010	$	462,000	$	0	$	18,271	(2)(4)	$	480,271
G. Richard Ferdinandtsen, President and Chief Operating Officer	2010	$	154,000	$	0	$	23,356	(2)(4)(5)	$	177,356
Ronald J. Welch, Senior Executive Vice President, Corporate Risk Officer and Chief Actuary	2010	$	0	$	762	$	19,743	(2)(3)(5)(6)	$	20,505
James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer	2010	$	0	$	396	$	18,712	(2)(3)(5)	$	19,108
Stephen E. Pavlicek,* Executive Vice President, Chief Financial Officer and Corporate Treasurer	2010	$	0	$	396	$	18,584	(2)(3)	$	18,980
John J. Dunn, Jr.,* Executive Vice President and Corporate Chief Financial Officer	2010	$	0	$	52	$	65,503	(2)(7)	$	65,555

*	Mr. Pavlicek served as our principal financial officer during 2009 and until December 17, 2010. He retired effective March 31, 2011. Mr. Dunn began his service with us on August 16, 2010. He was designated our principal financial officer by the Board of Directors on December 17, 2010.
(1)	We provide group life insurance coverage to all salaried employees. The amount included in the table represents the premium for such coverage for each Named Executive Officer.
(2)	Includes our Merit Plan benefit. The Merit Plan is an insured medical plan that supplements our core medical insurance plan. Coverage under the Merit Plan is provided for all officers of the level of vice president and above, as well as for their spouses and any dependents. The Merit Plan provides coverage for co-pays, deductibles, and other out-of-pocket expenses that are not covered by the core medical insurance plan. Benefits under the Merit Plan are taxable to the recipient only to the extent such benefits are provided for medical expenses that would not be deductible by the recipient for federal income tax purposes. The Merit Plan is underwritten by National Western Life Insurance Company, of which Robert L. Moody, Sr. is Chairman of the Board, Chief Executive Officer, and the controlling stockholder. Total premium and fees paid to National Western Life Insurance Company for all Merit Plan participants in 2010 was $1,328,170. As there is no individual underwriting or individual premium assessed in connection with the Merit Plan, the amount shown in the table is an average premium computed by dividing the total premium for all Merit Plan participants by the number of participants.
(3)	Includes guest travel, lodging, leisure activities, and food and beverage at our business conferences or other events.
(4)	Includes an automobile allowance.
(5)	Includes dining club membership.
(6)	Includes country club membership.
(7)	Includes payment of moving and relocation expenses in the amount of $49,774.

29

Grants of Plan-Based Awards

The following table has information about grants made under our Executive Incentive Compensation Program. Please see the “Annual Incentive Compensation” section of the Compensation Discussion and Analysis above for a more complete description of this program. The table also reflects stock appreciation rights (“SARs”) granted to Mr. Pavlicek during 2010 pursuant to the American National Insurance Company 1999 Stock and Incentive Plan.

															All
															Other
															Stock		All Other
															Awards:		SAR		Exercise
															Number		Awards:		or Base		Grant Date
															of		Number of		Price of		Fair Value
			Estimated Possible Payouts Under						Estimated Possible Payouts Under						Shares		Securities		SAR		of Stock and
	Grant		Non-Equity Incentive Plan Awards						Equity Incentive Plan Awards						of Stock		Underlying		Awards		SAR
	Date		Threshold		Target		Maximum		Threshold		Target		Maximum		or Units		SARs		($/share)		Awards
Name	(a)		(b)		(c)		(d)		(e)		(f)		(g)		(#)(h)		(i)		(j)		(k)
Robert L. Moody,		2/25/10	$	2,695,000	$	5,390,000		*	$	1,155,000	$	2,310,000		*		4,469		0			$	1,154,969
Chairman of the Board and Chief Executive Officer
G. RichardFerdinandtsen,		2/25/10	$	480,000	$	960,000		*	$	320,000	$	640,000		*		0		0			$	319,980
President and Chief Operating Officer
Ronald J. Welch,		2/25/10	$	122,666	$	245,332		*	$	81,777	$	163,555		*		1,161		0			$	81,720
Senior Executive Vice President, Corporate Risk Officer and Chief Actuary
James E. Pozzi,		2/25/10	$	127,728	$	255,455		*	$	85,152	$	170,304		*		662		0			$	85,062
Senior Executive Vice President and Chief Administrative Officer
Stephen E.Pavlicek,(1)		2/25/10	$	39,354	$	78,709		*	$	26,236	$	52,472		*		197					$	26,198
Executive Vice President, Chief Financial Officer and Corporate Treasurer		5/3/10																667	$	110.83	$	28,189
John J. Dunn, Jr.,(2)				*	$	57,375		*		*	$	38,250		*		0		0			$	38,165
Executive Vice President and Corporate Chief Financial Officer

*	For 2010, non-equity and equity incentive compensation was capped at the applicable target opportunity for each Named Executive Officer. In connection with the commencement of Mr. Dunn’s service with us in August 2010, the Board Compensation Committee recommended that his award be fixed at 85% of the salary he would receive in 2010, and this award is reflected in the “target” column.
(1)	Mr. Pavlicek served as our principal financial officer until December 17, 2010. He retired effective March 31, 2011.
(2)	Mr. Dunn began his service with us on August 16, 2010. He was designated our principal financial officer by the Board of Directors on December 17, 2010.
(3)	Mr. Pavlicek’s grant of SARs was approved by the Board of Directors on April 30, 2010 upon recommendation of the Board Compensation Committee.

30

Column (a) — Grant Date.This is the effective date of an award. With respect to restricted stock units, the effective date is the date upon which the incentive award opportunity was approved by the Board of Directors upon recommendation of the Board Compensation Committee. See the description ofColumns (b) — (d)immediately below for further information regarding these incentive award opportunities. As noted in footnote (3) immediately above, Mr. Pavlicek’s SAR grant was approved on April 30, 2010.

Column (b) — (d) — Estimated Possible Payouts Under Non-Equity Incentive Plan Awards.These columns include the threshold and target cash award opportunities for each Named Executive Officer under the 2010 Executive Incentive Compensation Program that related to 2010 performance targets. Under this program, each Named Executive Officer received an annual incentive award payable in a combination of cash and restricted stock units (“RSUs”), with final payouts based on actual performance relative to predetermined performance objectives across a range of performance measures. For each Named Executive Officer other than the Chairman and CEO, the annual incentive award was paid out 60% in cash. The annual incentive award was paid out 70% in cash for the Chairman and CEO. Annual incentive opportunities were based on a percentage of base salary. For each applicable performance measure, there were generally three levels of performance objectives, with increased incentive opportunities associated with each level. Once a Level 1 performance objective was reached, the actual amount of the award was prorated toward each subsequent performance objective. Cash incentive awards actually earned by the Named Executive Officers under the 2010 Executive Annual Incentive Compensation Program are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

Column (e) — (g) — Estimated Possible Payouts Under Equity Incentive Plan Awards.These columns include the dollar value of threshold and target RSU award opportunities for each Named Executive Officer under the 2010 Executive Incentive Compensation Program. The actual number of RSUs awarded for 2010 performance equals the aggregate annual incentive award earned for 2010 that was allocable to RSUs divided by the closing price of our Common Stock on March 1, 2011. For each Named Executive Officer other than the Chairman and CEO, the annual incentive award opportunity was paid out 40% in RSUs. The annual incentive award was paid out 30% in RSUs for our Chairman and CEO. The number of RSUs actually awarded to the Named Executive Officers for 2010 performance is disclosed in the “Long-Term Incentive Compensation” section of the Compensation Discussion and Analysis above.

Column (h) — All Other Stock Awards: Number of Shares of Stock or Units.This column shows the number of shares of restricted stock units issued to the Named Executive Officers in 2010 for 2009 performance attained under the 2009 Executive Incentive Compensation Program. Such RSUs convert to shares of our Common Stock on a one-for-one basis on March 1, 2012. The Board Compensation Committee reduced the number of RSUs to be awarded to Mr. Moody and Mr. Ferdinandtsen for 2009 performance by 16,667 RSUs and 6,667 RSUs, respectively, to account for grants of restricted stock made to these officers in 2008. Such reduction resulted in no RSUs being issued to Mr. Ferdinandtsen in 2010 for 2009 performance.

Column (i) — All Other SAR Awards: Number of Securities Underlying SARs.This column shows the number of SARs granted to Mr. Pavlicek during 2010 pursuant to the American National Insurance Company 1999 Stock and Incentive Plan. This grant was made in connection with Mr. Pavlicek’s promotion to Executive Vice President, Chief Financial Officer and Corporate Treasurer. An SAR gives its owner the right to exercise the SAR and receive, at such time, an amount equal in value to the excess, if any, of the then fair market value of one share of our common stock over an amount (the “exercise price”) specified in the owner’s SAR agreement.

Column (j) — Exercise or Base Price of SAR Awards.The exercise price of each SAR is equal to the closing price of our common stock on the date of the grant.

Column (k) — Grant Date Fair Value of Stock Awards.These amounts represent the grant date fair value of conditional performance-based RSU awards granted during 2010, but not issued until 2011, based on the probable outcome (as of the grant date) of the performance based conditions applicable to the awards. For Mr. Pavlicek, this amount also includes the grant date fair value of SARs granted to him during 2010 computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For information regarding the calculation of the grant date fair values shown, please see the notes to Column (c) and (d) of the Summary Compensation Table above. The grant date fair value of the RSU awards based on maximum performance across all applicable performance measures is as follows: For Mr. Moody, $2,309,937; for Mr. Ferdinandtsen, $639,960; for Mr. Welch, $163,548; for Mr. Pozzi, $170,232; for Mr. Pavlicek, $52,396; and for Mr. Dunn, $38,165.

31

Outstanding Equity Awards at Fiscal Year End

The following table has information about each Named Executive Officer’s outstanding equity awards at December 31, 2010.

	SAR Awards										Stock Awards
																			Equity
																Equity			Incentive
																Incentive			Plan
																Plan			Awards:
																Awards:			Market
																Number of			Value of
																Unearned			Unearned
	Number of															Shares,			Shares,
	Securities		Number of								Number of			Market Value		Units or			Units or
	Underlying		Securities								Shares or Units			of Shares or		Other			Other
	Unexercised		Underlying					SAR			of Stock That			Units of Stock		Rights that			Rights that
	SARs		Unexercised SARs			SAR Exercise		Expiration			Have Not			That Have Not		Have Not			Have Not
	Exercisable		Unexercisable			Price		Date			Vested			Vested*		Vested			Vested
Name	(a)		(b)			(c)		(d)			(e)			(f)		(g)			(h)
Robert L. Moody, Sr.,												50,000	1	$	4,281,000		26,979	7	$	2,309,942	8
Chairman of the Board												50,000	2	$	4,281,000
and Chief Executive												50,000	3	$	4,281,000
Officer												4,469	4	$	382,636
G. Richard												10,000	1	$	856,200		7,474	7	$	639,924	8
Ferdinandtsen,												20,000	2	$	1,712,400
President and												20,000	3	$	1,712,400
Chief Operating Officer
Ronald J. Welch,		2,800		4,200	5	$	116.48		5/1/2018	6		1,161	4	$	99,405		1,910	7	$	163,534	8
Senior Executive Vice		5,000		0		$	100.46		5/1/2015	6
President, Corporate		2,000		0		$	88.00		8/1/2012	6
Risk Officer and Chief Actuary
James E. Pozzi,		2,800		4,200	5		116.48		5/1/2018	6		662	4	$	56,680		1,989	7	$	170,298	8
Senior Executive Vice President and Chief Administrative Officer
Stephen E.Pavlicek,10		0		667	9	$	110.83		5/3/2020	6		197	4	$	16,867		612	7	$	52,399	8
Executive Vice President,		1,200		1,800	5	$	116.48		5/1/2018	6
Chief Financial Officer		1,800		0		$	100.46		5/1/2015	6
and Corporate Treasurer		400		0		$	88.00		8/1/2012	6
John J. Dunn, Jr.,																	446	7	$	38,187	8
11 Executive Vice President and Corporate Chief Financial Officer

*	Based on an assumed stock price of $85.62, which was the closing price of our Common Stock on December 31, 2010.
1	Restrictions with respect to these shares lapse on August 1, 2012.
2	Restrictions with respect to these shares lapse on May 1, 2015.
3	Restrictions with respect to these shares lapse on May 1, 2018.
4	The vesting date for these restricted stock units is March 1, 2012.
5	These SARS become exercisable in five equal annual installments beginning May 1, 2009.
6	SARs expire five years from the date they become exercisable. The date shown represents the expiration of the final SARs to become exercisable under the particular award shown.
7	This number represents the number of conditional performance-based RSUs awarded to each Named Executive Officer under the 2010 Executive Incentive Compensation Program, assuming performance at target levels and a stock price of $85.62, the closing price of our Common Stock on December 31, 2010. These amounts do not correspond to the actual number of RSUs issued to the Named Executive Officers for 2010 performance. The actual number of RSUs issued to the Named Executive Officers in March 2011 were as follows: Mr. Moody — 29,009 RSUs; Mr. Ferdinandtsen — 8,037 RSUs; Mr. Welch — 2,053 RSUs; Mr. Pozzi — 2,138 RSUs; Mr. Pavlicek — 557 RSUs; and Mr. Dunn — 480 RSUs.
8	The dollar amount shown is determined by multiplying the applicable number of RSUs shown in column (g) by $85.62, the closing price of our Common Stock on December 31, 2010.
9	These SARs become exercisable in five annual installments beginning May 3, 2011.
10	Mr. Pavlicek served as our principal financial officer until December 17, 2010. He retired effective March 31, 2011.
11	Mr. Dunn began his service with us on August 16, 2010. He was designated our principal financial officer by the Board of Directors on December 17, 2010.

32

SAR Exercises and Stock Vested

The following table has information about SARs exercised by Mr. Pozzi during 2010. No other Named Executive Officers exercised SARs during 2010, and no restricted stock or RSUs that have been granted to our Named Executive Officers vested during 2010.

SAR Exercises in Fiscal Year 2010

	Number of		Value Realized
	SARs Exercised		on Exercise
	(a)		(b)
James E. Pozzi,Senior Executive Vice President and Chief Administrative Officer		1,000	$	9,020

Column (a) — Number of SARs Exercised.This number represents the total number of SARs exercised by Mr. Pozzi during 2010.

Column (b) — Value Realized on Exercise.This amount represents the aggregate dollar value realized by Mr. Pozzi during 2010 upon the exercise of SARs. The amount realized upon the exercise of an SAR is the excess of the fair market value of one share of our Common Stock on the date of exercise over an amount (the “exercise price”) specified in the owner’s SAR agreement.

33

Pension Benefits

The following table provides information regarding benefits under the American National Employees Retirement Plan, the American National Insurance Company (“ANICO”) Nonqualified Retirement Plan, and the ANICO Nonqualified Retirement Plan for Certain Salaried Employees.

		Number of
		Years of		Present Value		Payments
		Credited		of Accumulated		During Last
	Plan Name	Service		Benefit		Fiscal Year
Name	(a)	(b)		(c)		(d)
Robert L. Moody, Sr.,	American National		28.6	$	1,188,016	$	118,955
Chairman of the Board and Chief	Employees
Executive Officer	Retirement Plan
	ANICO Nonqualified		45.0	$	60,810,301	$	6,087,421
	Retirement Plan
G. Richard Ferdinandtsen,	American National		20.51	$	57,018	$	65,171
President and	Employees
Chief Operating Officer	Retirement Plan
	ANICO Nonqualified		45.0	$	13,298,194	$	1,224,430
	Retirement Plan
Ronald J. Welch,	American National		35.0	$	1,354,829	$	0
Senior Executive Vice President,	Employees
Corporate Risk Officer and	Retirement Plan
Chief Actuary
	ANICO Nonqualified		35.0	$	2,656,863	$	0
	Retirement Plan for
	Certain Salaried
	Employees
James E. Pozzi,	American National		34.61	$	1,018,144	$	0
Senior Executive Vice President	Employees
and Chief Administrative	Retirement Plan
Officer
	ANICO Nonqualified		34.61	$	1,368,842	$	0
	Retirement Plan for
	Certain Salaried
	Employees
Stephen E. Pavlicek,*	American National		34.61	$	1,278,864	$	0
Executive Vice President, Chief	Employees
Financial Officer and Corporate	Retirement Plan
Treasurer
	ANICO Nonqualified		34.61	$	511,193	$	0
	Retirement Plan for
	Certain Salaried
	Employees
John J. Dunn, Jr.,*	American National		0	$	0	$	0
Executive Vice President and	Employees
Corporate Chief Financial	Retirement Plan
Officer
	ANICO Nonqualified		0	$	0	$	0
	Retirement Plan for
	Certain Salaried
	Employees

^* Mr. Pavlicek served as our principal financial officer until December 17, 2010. He retired effective March 31, 2011. Mr. Dunn began his service with us on August 16, 2010. He was designated our principal financial officer by the Board of Directors on December 17, 2010. As of December 31, 2010, Mr. Dunn had not satisfied the one-year employment eligibility requirement for participation in the retirement plans referenced in the table above.

34

Column (a) — Plan Name.This column identifies the pension plans in which each Named Executive Officer participates. Further information regarding each plan is provided below in this section.

Column (b) — Number of Years of Credited Service.This column represents the number of years of service that are used to calculate the Named Executive Officer’s benefit under each plan, as of December 31, 2010.

Column (c) — Present Value of Accumulated Benefit.The present value of the accumulated benefit under each plan is calculated using the December 31, 2007 FAS 87 disclosure assumptions as follows: (a) discount rate of 5.35%, (b) 1994 Group Annuity Mortality table, and (c) the calculated present value at age 65 is discounted with interest only to the current age. Since 2007, Mr. Ferdinandtsen, based on his age, has elected to receive a lump sum distribution of all prior accrued benefits under the American National Employees Retirement Plan. The Present Value of his Accumulated Benefit for such plan shown above, therefore, represents only benefits accrued during 2010.

Column (d) — Payments During Last Fiscal Year.This column represents in-service distributions of benefits paid from the plans shown. The amount of such distributions was determined according to the terms of the plan for a life payout.

American National Employees Retirement Plan (the “Qualified Plan”).The Qualified Plan covers substantially all employees and officers of American National Insurance Company and provides benefits based on the participant’s years of service and compensation. The monthly benefit payable under the plan at normal retirement age (usually age 65) equals:

• 1.667% of the employee’s final average pay times years of service (up to 35 years),

• Less a “social security offset” amount equal to 0.7% (0.65% for Year of Birth after 1954) times the “Social Security covered pay”

For purposes of this calculation, “final average pay” is the average of the employee’s pay for the sixty consecutive months that produces the highest average (out of the prior ten years). Pay includes base salary, overtime, bonus incentives, stock dividends paid on restricted stock awards prior to the vesting of such awards, and gains on SAR exercises and vesting of restricted stock awarded before July 25, 2002. Pay does not include gains on SAR exercises and vesting of restricted stock or RSUs awarded on or after July 25, 2002, or other extraordinary items. In addition, “Social Security covered pay” is one-twelfth of the average of the Social Security wage bases for the thirty-five year period ending when the employee reaches Social Security retirement age. The wage base is the maximum amount of pay for a year for which Social Security taxes are paid. Social Security retirement age is between age 65 and 67, depending on the employee’s date of birth.

The benefit formula determines the employee’s monthly benefit as a life annuity (that is, monthly payments until the employee dies). Unless special IRS rules apply, benefits are not paid before employment ends, or age 70¹/2 if sooner and if elected by the employee. Instead of taking a life annuity, the employee may elect to receive:

• a 50%, 66 2/3%, 75% or 100% joint and survivor annuity (the employee receives a smaller benefit for life, and the employee’s designated survivor receives a benefit of 50%, 66 2/3%, 75% or 100% of the reduced amount for life), or

• a 10, 15 or 20 year period certain and life annuity benefit (the employee receives a smaller benefit for life and, if the employee dies before the selected period, the employee’s designated survivor receives the reduced amount until the end of the period), or

• a lump sum benefit, if eligible under the plan (most management/professional employees would be).

If an employee chooses one of these benefit options, the plan actuary uses the interest rate assumptions and mortality tables specified in the plan to adjust the benefit so it has the same value as the life annuity, as determined on an actuarial basis.

An employee whose employment ends before age 65 may begin benefit payments as early as age 55, if the employee had at least twenty years of vesting service; however, benefits may not begin before employment terminates. The plan actuary reduces this “vested” benefit below the level of the age 65 benefit to account for early commencement, so the benefit remains the actuarial equivalent of a benefit beginning at age 65.

If an employee retires after age 55 with at least twenty years of service, the employee may take an “early retirement” benefit, beginning immediately after employment ends. Mr. Pavlicek and Mr. Pozzi are eligible for early retirement. The early retirement benefit is based on the pension plan formula. The benefit is reduced below the level of the age 65 benefit, similar in magnitude to the reductions Social Security exacts for early commencement. Mr. Moody and Mr. Ferdinandtsen are over 70¹/2 and are receiving in-service retirement benefits.

ANICO Nonqualified Retirement Plan for Certain Salaried Employees and the ANICO Nonqualified Retirement Plan (together, the “Excess Benefit Plans”).Benefits under the Qualified Plan are limited by the Internal Revenue Code. Our Board of Directors believes we should pay our employees the total pension benefit they have earned, without imposing these Code limits. Therefore, like many large companies, we have nonqualified “excess” benefit plans that make up the difference between the benefit determined under the Qualified Plan formula, without applying these limits, and the benefit actually payable under the Qualified Plan, taking these limits into account. To the extent that any individual’s annual retirement income benefit exceeds the maximum amount payable from the Qualified Plan, it shall be paid from one of the Excess Benefit Plans, provided the individual is covered by one of such plans. Payment is made from our general assets and not from the assets of the Qualified Plan.

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Mr. Moody and Mr. Ferdinandtsen are the only participants in the ANICO Nonqualified Retirement Plan. As participants in the ANICO Nonqualified Retirement Plan, Mr. Moody and Mr. Ferdinandtsen are provided benefits not provided to the other Named Executive Officers under the ANICO Nonqualified Retirement Plan for Certain Salaried Employees. Such benefits are a higher maximum on years of service counted for benefit service (45 years for these two individuals versus 35 years for other plan participants) which could potentially increase benefits by as much as 28.5%; a guarantee of benefit continuation for 21 years after retirement benefits commence, in the event of death during that period; inclusion of service on our Board of Directors or service with a company acquired by us for pension benefit purposes; and the right to receive retirement benefits beginning at age 65 while in service as our employee, in lieu of an actuarially enhanced benefit deferred until the actual service termination date.

If an employee retires after age 55 with at least twenty years of service, the employee may take an “early retirement” benefit, beginning immediately after employment ends. Mr. Pavlicek and Mr. Pozzi are eligible for early retirement under the Excess Benefit Plan in which they participate. The early retirement benefit is based on the pension plan formula. The benefit is reduced below the level of the age 65 benefit, similar in magnitude to the reductions Social Security exacts for early commencement. Mr. Moody and Mr. Ferdinandtsen are over 70¹/2 and are receiving in-service retirement benefits from the Excess Benefit Plan in which they participate.

Potential Payments Upon Termination or Change in Control

We do not have employment contracts, severance agreements, salary continuation agreements or severance plans with the Named Executive Officers. This section describes and quantifies certain compensation that would become payable under existing plans and arrangements if a Named Executive Officer’s employment had terminated on December 31, 2010, given each Named Executive Officer’s compensation and service levels as of such date and, if applicable, based on our closing stock price on that date, which was $85.62.

Restricted Stock and Termination of Employment

Pursuant to the 1999 Plan and award terms approved by the Board of Directors, shares of restricted stock issued to Mr. Moody and Mr. Ferdinandtsen vest upon death, disability, or upon retirement with the consent of the Board of Directors. Such shares are forfeited upon other termination of employment. In addition, such shares vest upon a change of control of our company. For purposes of the 1999 Plan, a change of control occurs if (i) there is a change in ownership of our outstanding securities which causes any person other than The Moody Foundation to become the beneficial owner, directly or indirectly, of securities representing fifty percent (50%) or more of the combined voting power of our outstanding securities then entitled to vote for the election of directors; (ii) the Board of Directors approves the sale of all or substantially all of our assets; or (iii) the Board of Directors approves any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of an event described in clause (i) above.

The aggregate market value of unvested restricted stock as of December 31, 2010 for Mr. Moody was $12,843,000 and for Mr. Ferdinandtsen was $4,281,000.

SARs and Termination of Employment

Pursuant to the 1999 Plan and award terms approved by the Board of Directors, SARs vest upon death or retirement at or after attaining the age of 65. SARs are no longer exercisable in the event of any other termination of employment. In addition, all SARs vest immediately upon a change of control of our company. The events constituting a change of control are described immediately above under “Restricted Stock and Termination of Employment.”

Upon an officer’s death or an officer’s retirement at or after attaining the age of 65, the five year vesting period for SARs is reduced. The officer, or in the case of his death — his estate or heirs — has one year following the date of death or retirement to exercise a percentage of the officer’s SARs equal to the sum of (i) the percentage of the SARs the officer was entitled to exercise as of the date of death or retirement, plus (ii) the pro rata portion based upon the period included between the date of death or retirement and the preceding May 1, of any additional twenty percent (20%) of the SARs which would have become exercisable had the officer remained employed with us until the following May 1. SARs not exercised within such one-year period terminate and are no longer exercisable.

Assuming a change of control of our company or a termination by reason of death or retirement on December 31, 2010, Mr. Welch, Mr. Pozzi and Mr. Pavlicek would not have been entitled to receive any amounts upon the exercise of their SARs that were then exercisable, because the closing price of our Common Stock on such date was less than the exercise price of all SARs granted to them. Mr. Dunn had no SARs issued to him as of December 31, 2010.

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RSUs and Termination of Employment

Pursuant to the 1999 Plan and award terms approved by the Board of Directors, RSUs vest by converting to shares of our Common Stock on a one-for-one basis upon the officer’s death or disability or upon the officer’s retirement at or after attaining the age of 65. If the officer’s employment with us terminates for any other reason prior to the vesting of any RSUs, all of such RSUs are forfeited. In addition, all RSUs vest immediately upon a change of control of our company. The events constituting a change of control are described above under “Restricted Stock and Termination of Employment.”

Assuming a change of control of our company or a termination by reason of death, retirement or disability on December 31, 2010, the RSUs issued to certain of our Named Executive Officers pursuant to our 2009 Executive Incentive Compensation Plan would convert to shares of our Common Stock. As of such date, each of Named Executive Officers who received RSUs pursuant to the 2009 Executive Incentive Compensation Program would have received the following number of shares of our Common Stock with the following market value, assuming an $85.62 closing price of our Common Stock on December 31, 2010:

	No. of Shares
Officer Name	of Common Stock		Market Value
Moody		4,469	$	382,636
Welch		1,161	$	99,405
Pozzi		662	$	56,680
Pavlicek		197	$	16,867

Mr. Dunn had no RSUs issued to him as of December 31, 2010.

Pension Benefits

The Pension Benefits table above describes the general terms of each pension plan in which the Named Executive Officers participate, the years of credited service, and the present value of accumulated benefits under these plans as of December 31, 2010. The following table describes the estimated benefits that would have been due to our Named Executive Officers under the Qualified Plan and under the Excess Benefit Plans in the event of any of such executive’s termination of employment as of December 31, 2010:

Qualified Plan

	Potential Payout on
	Retirement or		Potential Payout if				Potential Payout if
	Voluntary		Terminated Upon		Potential Payout if		Terminated
	Termination		Disability		Terminated Upon Death		Involuntarily
	12/31/10		12/31/10		12/31/10		12/31/10
Name	(a)		(b)		(c)		(d)
Robert L. Moody, Sr., Chairman of the Board and Chief Executive Officer	$	1,188,016	$	1,188,016	$	582,286	$	1,188,016
G. Richard Ferdinandtsen, President and Chief Operating Officer	$	57,018	$	57,018		N/A	$	57,018
Ronald J. Welch, Senior Executive Vice President, Corporate Risk Officer and Chief Actuary	$	1,354,829	$	1,354,829	$	1,141,829	$	1,354,829
James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer	$	1,018,144	$	1,018,144	$	1,370,484	$	1,018,144
Stephen E. Pavlicek,* Executive Vice President, Chief Financial Officer and Corporate Treasurer	$	1,278,864	$	1,278,864	$	1,154,055	$	1,278,864
John J. Dunn, Jr.,* Executive Vice President and Corporate Chief Financial Officer	$	0	$	0	$	0	$	0

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Excess Benefit Plans

	Potential Payout on
	Retirement or		Potential Payout if				Potential Payout if
	Voluntary		Terminated Upon		Potential Payout if		Terminated
	Termination		Disability		Terminated Upon Death		Involuntarily
	12/31/10		12/31/10		12/31/10		12/31/10
Name	(a)		(b)		(c)		(d)
Robert L. Moody, Sr., Chairman of the Board and Chief Executive Officer	$	60,810,301	$	60,810,301	$	53,445,303	$	60,810,301
G. Richard Ferdinandtsen, President and Chief Operating Officer	$	13,298,194	$	13,298,194	$	11,688,776	$	13,298,194
Ronald J. Welch, Senior Executive Vice President, Corporate Risk Officer and Chief Actuary	$	2,656,863	$	2,656,863	$	2,159,958	$	2,656,863
James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer	$	1,368,842	$	1,368,842	$	1,840,450	$	1,368,842
Stephen E. Pavlicek,* Executive Vice President, Chief Financial Officer and Corporate Treasurer	$	511,193	$	511,193	$	508,626	$	511,193
John J. Dunn, Jr.,* Executive Vice President and Corporate Chief Financial Officer	$	0	$	0	$	0	$	0

^* Mr. Pavlicek served as our principal financial officer until December 17, 2010. He retired effective March 31, 2011. Mr. Dunn began his service with us on August 16, 2010. He was designated our principal financial officer by the Board of Directors on December 17, 2010. As of December 31, 2010, Mr. Dunn had not satisfied the one-year employment eligibility requirement for participation in the retirement plans referenced in the tables above.

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Column (a) — Potential Payout on Retirement or Voluntary Termination

This column shows the potential payout that would have been made upon the retirement or voluntary termination of each Named Executive Officer on December 31, 2010. The “potential payout” refers to the actuarial present value of the benefit payable. As explained in connection with the “Pension Benefits” table above, Mr. Moody and Mr. Ferdinandtsen are currently receiving in-service distributions under both the Qualified Plan and the Excess Benefit Plan in which they participate, and Mr. Pozzi and Mr. Pavlicek are currently eligible for early retirement under both the Qualified Plan and the Excess Benefit Plan in which they participate. In the case of Mr. Moody, Mr. Ferdinandtsen and Mr. Welch, each of them would have been eligible to receive their accumulated benefit upon retirement or voluntary termination on December 31, 2010. Mr. Pozzi and Mr. Pavlicek would have been eligible to receive the early retirement benefit disclosed in column (a). The early retirement benefit represents an actuarially reduced value of Mr. Pozzi’s and Mr. Pavlicek’s accumulated benefits, calculated based upon a reduced percentage of their deferred benefits at age 65, as specified under the applicable plans, which percentage varies depending on the number of years of age prior to 65. In Mr. Pozzi’s case, the applicable reduced percentage of his deferred benefit was 71.0% at December 31, 2010, and in Mr. Pavlicek’s case, it was 94.8% as of such date.

Column (b) — Potential Payout if Terminated Upon Disability

This column shows the potential payout that would have been made upon the disability of any of the Named Executive Officers on December 31, 2010. The “potential payout” refers to the actuarial present value of the benefit payable. In the event of total disability prior to age 65, no additional benefits become immediately payable, unless the individual is entitled to retirement at the time of disability. Otherwise, we will continue granting credited service from the date of disability to age 65 under the terms of the applicable plan for the duration of the disability. Total disability must be validated by approval for Social Security disability. Had the employment of Mr. Moody, Mr. Ferdinandtsen or Mr. Welch been terminated by disability on December 31, 2010, each would be entitled to his accumulated benefit. In the case of the disability of Mr. Pozzi or Mr. Pavlicek on December 31, 2010, each would have been entitled to his early retirement benefit.

Column (c) — Potential Payout if Terminated Upon Death

This column shows the potential payout that would have been made upon the death of any of the Named Executive Officers on December 31, 2010. The “potential payout” refers to the actuarial present value of the benefit payable. This amount represents the value of a surviving spouse’s benefit as determined based upon a percentage of the accrued or projected benefit at age 65, as specified in the applicable plans. In the case of an individual who has already commenced receiving benefits under the plans, any surviving spouse’s benefit would be according to the form of payment elected at retirement. Mr. Moody and Mr. Ferdinandtsen have a guaranteed period of twenty-one years under the applicable Excess Benefit Plan that would provide a surviving spouse’s benefit based on the remaining portion of such period since benefit commencement. No payment under the Qualified Plan would have been available to Mr. Ferdinandtsen in the event of his death on December 31, 2010, as he elected to receive a lump sum distribution of all prior accrued benefits under such plan in 2007. In the event of death prior to retirement, a pension is available for the surviving spouse for the life of the spouse that would be at most 75% of the Named Executive Officer’s projected monthly pension at age 65. Eligibility for this death benefit requires that the executive have been at least age 45 at the time of death and have age plus years of service equal to at least 55.

Column (d) Potential Payout if Terminated Involuntarily

This column shows the potential payout that would have been made upon the involuntary termination of any the Named Executive Officers on December 31, 2010. The “potential payout” refers to the actuarial present value of the benefit payable. Please see the explanation provided above in connection withColumn A — Potential Payout on Retirement or Voluntary Termination.No special benefits are triggered by involuntary termination.

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Director Compensation

The following table has information about the 2010 compensation of our non-employee directors and advisory directors. There were no equity awards to our directors during 2010.

	Fees Earned or		All Other
	Paid in Cash		Compensation
Name	(a)		(b)		Total
Directors
Arthur O. Dummer	$	45,250	$	27,872	$	73,122
Shelby M. Elliott	$	43,750	$	23,207	$	66,957
Russell S. Moody	$	41,250	$	27,512	$	68,762
William L. Moody, IV	$	43,750	$	21,835	$	65,585
Frances A. Moody-Dahlberg	$	40,000	$	21,054	$	61,054
Frank P. Williamson	$	45,000	$	32,693	$	77,693
James D. Yarbrough	$	46,250	$	62,036	$	108,286
Advisory Directors
Irwin M. Herz, Jr.	$	41,250	$	61,585	$	102,835
R. Eugene Lucas	$	41,250	$	20,980	$	62,230
E. Douglas McLeod	$	41,250	$	26,536	$	67,786
Robert L. Moody, Jr.*	$	41,250	$	58,714	$	99,964

* Please see the section below entitled “Certain Relationships and Related Transactions” for a discussion of agent-related compensation paid to Robert L. Moody, Jr., primarily through his wholly-owned insurance agency, Moody Insurance Group, Inc.

Column (a) — Fees Earned or Paid in Cash.We pay director compensation only to those directors who are not our employees. Such directors and our advisory directors each receive $35,000 per year director’s fees, plus $1,250 per meeting attended. Such directors also receive $1,250 for each Executive Committee meeting attended, $1,000 for each Audit Committee meeting attended and $500 for Compensation Committee and Nominating Committee meetings attended. Members of the Audit and Nominating Committees do not receive a per committee meeting fee for single-item agenda meetings, which are generally held by telephone conference, that arise between regularly scheduled meetings. Directors may elect to defer their compensation, with interest accrued at theWall Street Journal prime rate published on the first business day of each quarter. We do not provide any above-market or preferential earnings rates on compensation that is deferred.

Column (b) —All Other Compensation.These amounts include the following:

All Other Compensation Table — Directors and Advisory Directors

	Restricted Stock					Subsidiary
Name	Dividends		Perquisites			Director Fees		Total
Directors
Arthur O. Dummer	$	14,374	$	13,498	(1)(2)	$	0	$	27,872
Shelby M. Elliott	$	14,374	$	8,833	(1)(2)	$	0	$	23,207
Russell S. Moody	$	18,480	$	9,032	(2)	$	0	$	27,512
William L. Moody, IV	$	18,480	$	2,855	(2)	$	500	$	21,835
Frances A. Moody-Dahlberg	$	18,480	$	2,574	(2)	$	0	$	21,054	(4)
Frank P. Williamson	$	14,374	$	16,319	(1)	$	2,000	$	32,693
James D. Yarbrough	$	18,480	$	39,556	(1)(2)	$	4,000	$	62,036

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	Restricted Stock						Subsidiary
Name	Dividends			Perquisites			Director Fees		Total
Advisory Directors
Irwin M. Herz, Jr.	$	18,480		$	32,105	(1)(2)(5)	$	11,000	$	61,585
R. Eugene Lucas	$	18,480		$	0		$	2,500	$	20,980
E. Douglas McLeod	$	18,480		$	4,056	(1)(2)	$	4,000	$	26,536
Robert L. Moody, Jr.	$	4,106	(3)	$	51,858	(1) (2)	$	2,750	$	58,714

(1)	This amount includes a medical reimbursement plan benefit. We provide a medical reimbursement plan designed to reimburse certain medical expenses that are not covered by an underlying insurance policy for the benefit of (1) directors who are not current or former common law employees, (2) retired directors who have at least twenty (20) years of service who are not current or former common law employees, (3) designated consultants who are not current or former common law employees, (4) advisory directors who are not current or former common law employees, and (5) the spouses and any dependents of the foregoing. The amounts of such benefit during 2010 with respect to Mr. Yarbrough, Mr. Herz and Mr. Moody were $34,942, $26,641 and $43,711, respectively. The amount of such benefit to the other directors and advisory directors did not exceed thresholds for specific numerical disclosure under applicable proxy disclosure rules, although the value of such benefit is included in the Perquisites column.
(2)	Includes guest travel, lodging, leisure activities, and food and beverage at our business conferences or other events.
(3)	Moody Insurance Group, Inc., a company owned by Mr. Moody, was previously awarded shares of our restricted stock as a Company consultant. Dividends on such shares are included in amounts reported in the “Certain Relationships and Related Transactions” section below.
(4)	Ms. Moody-Dahlberg also received $10,000 during 2010 for serving as Charitable Donations Request Coordinator for the Company.
(5)	Includes country club membership.

Compensation Committee Interlocks and Insider Participation

No member of the Board Compensation Committee is or has been an officer or employee of the Company or any of its subsidiaries or had a relationship with us requiring disclosure under Regulation S-K Item 404. No executive officer of the Company served as a member of the Board of Directors or compensation committee (or other Board committee performing similar functions or, in the absence of any such committee, the entire Board of Directors) of another corporation, one of whose executive officers served on our Board Compensation Committee or as our director. Robert L. Moody, Sr., our Chairman and Chief Executive Officer, serves as a director of Gal-Tex Hotel Corporation, 34% of which is owned by the Moody Foundation and 50.2% of which is owned by the Libbie Shearn Moody Trust. R. Eugene Lucas, the President of Gal-Tex Hotel Corporation, serves as one of our advisory directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a description of certain transactions and relationships existing since the beginning of fiscal year 2010 between us and certain related parties.

Mortgage Loans to Gal-Tex Hotel Corporation: The Moody Foundation and the Libbie Shearn Moody Trust own 34% and 50.2%, respectively, of Gal-Tex Hotel Corporation (“Gal-Tex”). As of December 31, 2010, we held a first mortgage loan issued to Gal-Tex secured by hotel property in San Antonio, Texas. This loan was originated in 1999, had a balance of $10,950,662 as of December 31, 2010, has a current interest rate of 7.30%, and has a final maturity date of April 1, 2019. During 2010, Gal-Tex paid $924,029 in principal and $830,611 in interest with respect to this loan, which is current as to principal and interest payments.

Management Contracts with Gal-Tex Hotel Corporation: We have entered into management contracts with Gal-Tex for the management of a hotel and adjacent fitness center owned by us. During our fiscal year ended December 31, 2010, we paid Gal-Tex $175,908 and $78,577, respectively, for services rendered under such contracts for these two facilities. Both of such contracts are terminable by us upon thirty days’ prior written notice.

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Transactions with Robert L. Moody, Jr.: Robert L. Moody, Jr. (“RLM Jr.”), one of our advisory directors, is the son of our Chairman and Chief Executive Officer and brother of two of our directors. RLM Jr., mainly through his wholly-owned insurance agency, Moody Insurance Group, Inc. (“MIG”), has entered into a number of agency agreements with us and some of our subsidiaries. In 2010, total commissions paid under such agency contracts, primarily from the marketing of health insurance products, were $1,701,638. MIG and we are also parties to a Consulting and Special Marketing Agreement concerning development and marketing of new products. During 2010, we paid compensation of $129,920 under this agreement and a predecessor agreement. In addition to consulting fees, such amount includes dividends on shares of our Restricted Stock granted to MIG as a consultant. MIG and we entered into a National Marketing Director’s Contract in 1994, which gave MIG the exclusive right to sell annuities in the financial institutions market. In a subsequent restructuring of such contract, MIG gave up such exclusive right, and we assumed all responsibilities for sales and service in such market. During 2010, MIG received $1,422,758 in commissions under such restructured contract. As agreed by us and certain of our subsidiaries, MIG markets products of unrelated companies through certain of our agents. MIG receives commissions from the companies issuing such products. In 1994, MIG provided brokerage and business development services to an unrelated marketing company which has had a marketing agreement with us since such time. MIG has advised us that, during 2010, commissions received from such marketing company related to sales of our products aggregated $115,650. MIG and we entered into an agreement in 2006 pursuant to which our Systems Planning and Computing division provides certain software and related computer services to MIG and its agents in connection with sales of health insurance products issued by one of our subsidiaries. MIG paid us $5,960 for such services during 2010, based on the same rates charged to our internal departments. We paid for one MIG representative to attend our Multiple Line Marketing conference last year, at a cost of $5,120.

Transactions with Moody National Bank: We and some of our subsidiaries have entered into various depository, custodian and safekeeping arrangements with the Bank in the ordinary course of our business.

Health Insurance Contracts with Certain Affiliates: Our Merit Plan is insured by National Western Life Insurance Company (“National Western”). Further information regarding the Merit Plan is provided above in connection with the “All Other Compensation Table — Named Executives.” Robert L. Moody, Sr., our Chairman of the Board and Chief Executive Officer, is also the Chairman of the Board, Chief Executive Officer, and controlling stockholder of National Western. During 2010, we paid National Western $1,328,170 in premium and fees with respect to the Merit Plan. In addition, we insure substantially similar plans offered by National Western, Gal-Tex, and The Moody Foundation to certain of their officers. During 2010, National Western, Gal-Tex, and The Moody Foundation paid us premium and fees with respect to such plans in the amounts of $135,251; $56,250; and $106,779, respectively. We also insure The Moody Foundation’s basic health insurance plan, for which we received $156,283 in premium during 2010.

Transactions with Greer, Herz & Adams, L.L.P.: Irwin M. Herz, Jr. is an advisory director of ours and a Partner with Greer, Herz Adams, L.L.P. which serves as our General Counsel. In the fiscal year ending December 31, 2010, it received approximately $10,785,000 in legal fees and reimbursements of expenses in connection with its services as our General Counsel and all of our subsidiaries. We also furnished offices, telephones and the use of certain office decorations to the law firm, the value of which was credited against additional fees due to such firm.

Other Family Relationships: E. Vince Matthews III, a step-son of Robert L. Moody, Sr., is a director of a mutual insurer managed by us and an advisory director of one of our subsidiaries. He is also employed as one of our officers, for which he received total compensation during 2010, including the Company’s Merit Plan for officers, of $159,239.

Procedure for Review, Approval or Ratification of Related Persons Transactions

The Audit Committee reviews, approves or ratifies any related party transactions in which we do or will have an amount involved exceeding $120,000 and a related person has or will have a direct or indirect material interest. The Audit Committee will approve or ratify the transaction only if it determines that the transaction is in our best interests. In considering the transaction, the Audit Committee will consider all relevant factors, including (as applicable) the business rationale for entering into the transaction; the alternatives to entering into the transaction; whether the transaction is on terms comparable to those that could be obtained in arms-length dealings with an unrelated third party; and the overall fairness of the transaction to us. We have not adopted formal written procedures for the review of related party transactions. Rather, we are guided by the corporate governance rules of the NASDAQ, the requirements of Item 404(a) of Regulation S-K promulgated by the SEC, and other SEC guidance on related party transactions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, our directors, executive officers, and any persons holding more than ten percent of our Common Stock are required to report their initial ownership of our Common Stock and other equity securities and any subsequent changes in that ownership to the SEC and to submit copies of these reports to the Company. To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and the written representations of such reporting persons, during the fiscal year ended December 31, 2010, all required Section 16(a) filings applicable to our directors, executive officers, and greater than ten percent beneficial owners were timely and correctly made, except that due to an inadvertent clerical error at the Company, Mr. Welch had one Form 4 that was filed one day late.

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PROPOSAL 4.

RATIFICATION OF AUDITORS FOR 2011

Our Board Audit Committee has selected KPMG LLP, a firm of independent public accountants (“KPMG”) to serve as our independent registered public accounting firm to examine our consolidated financial statements for the year ending December 31, 2011. While the Audit Committee is responsible for the appointment, compensation, retention, termination and oversight of the independent auditor, we are requesting, as a matter of good corporate governance, that the stockholders ratify the appointment of KPMG as our principal independent registered public accounting firm. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain KPMG and may retain that firm or another without re-submitting the matter to our stockholders. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in our best interests and in the best interests of our stockholders.

KPMG served as the Company’s principal independent registered public accounting firm for its fiscal year ended December 31, 2010. During the Company’s fiscal year ended December 31, 2010, such firm performed audit services and tax consulting services for the Company. The independence of such firm and the use of such firm for the provision of audit and non-audit services during such fiscal year were approved by the Company’s Audit Committee.

KPMG has advised the Company that neither it nor any of its partners has any material financial interest in, or any connection (other than as independent auditors) with the Company.

Fees Paid to KPMG

Audit Fees

During the years ended December 31, 2010 and 2009, the aggregate fees billed by KPMG for the audit of the Company’s consolidated financial statements and insurance company statutory financial statements, review of our interim financial statements, and review of our systems of internal control over financial reporting were $4,132,068 and $3,749,525, respectively.

Audit-Related Fees

In 2010, KPMG did not perform any services that were related to the performance of the audit or review of our financial statements but were not reportable as Audit Fees. During the year ended December 31, 2009, we paid KPMG $1,031,643 in fees for work done in connection with our SEC registration on Form 10-12B.

Tax Fees

During the years ended December 31, 2010 and 2009, the aggregate fees billed by KPMG for tax compliance, tax advice and tax planning services were $596,290 and $913,476, respectively. Such fees related to professional services for review of tax returns of the Company and certain subsidiaries, as well as tax research services related to tax return compliance.

All Other Fees

During the years ended December 31, 2010 and 2009, there were no fees paid to KPMG for services not reportable as Audit Fees, Audit-Related Fees or Tax Fees.

The services provided by KPMG described in “Audit-Related Fees,” “Tax Fees” and “All Other Fees” above, were approved by the Audit Committee according to Rule 2-01(c)(7)(i)(C) of Regulation S-X. The Audit Committee has determined the rendering of the above-mentioned non-audit services by KPMG was compatible with maintaining KPMG’s independence.

Pre-Approval of Audit, Audit-Related, Tax and Non-Audit Services

The Audit Committee pre-approves all audit services and non-audit services (including the fees and terms thereof) to be performed for the Company by its independent registered public accounting firm, as required by applicable law or listing standards and the Charter of the Audit Committee. The committee may delegate authority to one or more of its members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of any such member to grant pre-approvals are presented to the full Committee at its next scheduled meeting.

Representatives of KPMG are expected to be present at the Annual Meeting and will be given the opportunity to make a statement and to respond to appropriate questions.

Board Recommendation:The Board of Directors recommends a vote “FOR” ratification of the appointment of KPMG as our auditors for 2011.

ANNUAL REPORT AND FINANCIAL STATEMENTS

A copy of the Annual Report of the Company for the fiscal year ended December 31, 2010, including financial statements, accompanies this proxy statement. The financial statements contained in the annual report have been audited by KPMG. We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of our Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC, including the consolidated financial statements and schedules thereto, but not the exhibits. Requests for copies of such report should be directed to the following address or telephone number: Secretary, American National Insurance Company, One Moody Plaza, Galveston, Texas 77550, telephone (409) 766-6537.

43

AUDIT COMMITTEE REPORT

As of the date of this proxy statement, the Audit Committee of the Board of Directors is comprised of three directors: Arthur O. Dummer, who currently serves as Committee Chairman, James D. Yarbrough, and Frank P. Williamson.

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities by reviewing the Company’s consolidated financial reports, its internal financial and accounting controls, and its auditing, accounting and financial reporting processes generally. However, the committee is not professionally engaged in the practice of accounting or auditing and does not provide any expert or special assurance as to such financial statements concerning compliance with laws, regulations or generally accepted accounting principles or as to auditor independence. The committee relies, without independent verification, on the information provided to it and on the representations made by management and the independent registered accounting firm. Management is responsible for the financial reporting process, including the system of internal controls, for the preparation of consolidated financial statements in accordance with generally accepted accounting principles and for the report on the Company’s internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for auditing those financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In discharging its oversight responsibilities regarding the audit process, the Audit Committee reviewed and discussed the audited consolidated financial statements of the Company as of and for the year ended December 31, 2010 with Company management and KPMG LLP (“KPMG”), the independent auditors. The Audit Committee received the written disclosures and the letter from KPMG required by Independence Standards Board Standard No. 1,Independence Discussions with Audit Committees, discussed with KPMG any relationships which might impair the firm’s independence from management and the Company, and satisfied itself as to the auditor’s independence. The Audit Committee reviewed and discussed with KPMG all communications required by auditing standards generally accepted in the United States of America, including Statement on Auditing Standards No. 61,Communications with Audit Committees, as amended.

Based upon these reviews and discussions, and subject to the limitations on the committee’s role and responsibilities referred to above and in the committee’s Charter, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 for filing with the SEC.

Submitted by the Audit Committee:

Arthur O. Dummer, Chairman
James D. Yarbrough
Frank P. Williamson

44

STOCKHOLDER PROPOSALS

Any stockholder who intends to present a proposal at the 2012 Annual Meeting of Stockholders for inclusion in the proxy statement and proxy card relating to that meeting is advised that the proposal must be received by the Company at our principal executive offices not later than December 2, 2011. The Company will not be required to include in its proxy statement or proxy card a stockholder proposal which is received after that date or which otherwise fails to meet requirements for stockholder proposals established by regulations of the SEC. If the date of the 2012 Annual Meeting is changed by more than thirty days from the date of the 2011 Annual Meeting, the deadline for submitting proposals to be included in management’s 2012 proxy statement is a reasonable time before the Company begins to print and mail its proxy materials for its 2012 Annual Meeting.

The persons named in the Company’s proxy card for the 2012 Annual Meeting of Stockholders will have discretionary authority to vote any proxies they hold at such meeting on any matter for which the Company does not receive notice by February 15, 2012. If the Company changes the date of its 2012 Annual Meeting by more than thirty days from the date of the 2011 Annual Meeting, the persons named in the Company’s 2012 proxy statement will be able to exercise discretionary authority if notice of the matter has not been received in a reasonable time before the Company mails its proxy materials for the 2012 Annual Meeting of Stockholders.

If the date of the 2012 Annual Meeting is advanced or delayed by more than thirty calendar days from the date of the 2011 Annual Meeting, the Company shall, in a timely manner, inform stockholders of such change by including a notice, under Item 5, in its earliest possible quarterly report on Form 10-Q. The notice will include the new deadline for submitting proposals to be included in the Company’s 2012 proxy statement and the new date for determining whether the Company may exercise discretionary voting authority because it has not received timely notice of a matter.

In order to avoid controversy as to the date on which the Company receives any such proposal, it is suggested that stockholders submit their proposals by certified mail, return receipt requested, or other means that permit them to prove the date of delivery.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other nominee record holders may participate in the practice of “householding” proxy statements and annual reports. This means that unless stockholders give contrary instructions, multiple stockholders in each household will receive a single envelope containing the Notice of Annual Stockholders’ Meeting and proxy statement. This procedure will reduce our printing costs and postage fees.

For those stockholders who request to receive a printed copy of our proxy statement and Annual Report by mail, we will send only one copy of such materials to each address, unless one or more of those stockholders notifies us, in the manner described below, that they wish to receive a printed copy for each stockholder at that address. We will promptly deliver a separate copy of the proxy materials to you if you call or write to us at the following address or telephone number: Secretary, American National Insurance Company, One Moody Plaza, Galveston, Texas 77550, telephone (409) 766-6537.

If in the future, you want to receive your Notice in a separate envelope, or separate copies of our proxy statement or Annual Report, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other record holder, or you may contact us at the above address or telephone number.

CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees of our Company. The complete text of the Code of Business Conduct and Ethics is available on our website at www.anico.com/docs/coe.pdf and will be provided to any person free of charge upon request made to the Company’s Secretary at the address shown on page 1. Any amendments to the Code of Business Conduct and Ethics and any waivers granted under the Code of Business Conduct and Ethics to our directors or executive officers will be disclosed on a Form 8-K filed with the SEC.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders may communicate with the full Board of Directors by writing to the Board or a specific director or directors in care of the Company’s Secretary at the address shown on page 1, by facsimile transmission to (409) 766-6803, or by e-mail to mark.flippin@anico.com.

45

INCORPORATION BY REFERENCE

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Exchange Act of 1934, as amended, that might incorporate future filings including this proxy statement, in whole or in part, the report of the Compensation Committee and the report of the Audit Committee included in this proxy statement shall not be incorporated by reference to any such filings.

OTHER MATTERS

The Board of Directors knows of no other matters that may properly be, or which are likely to be, brought before the meeting. However, if any matters are properly brought before the meeting, the persons named in the enclosed proxy or their substitutes will vote in accordance with their best judgment on such matters.

By Order of the Board of Directors

J. Mark Flippin, Secretary

Galveston, Texas
March 31, 2011

46

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

To vote by mail, mark, sign and date your proxy card
and return it in the enclosed postage-paid envelope.

AMERICAN NATIONAL
INSURANCE COMPANY

94705

▼FOLD AND DETACH HERE ▼

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS MADE, WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS
OF THE BOARD OF DIRECTORS, WHICH ARE “FOR ALL” IN PROPOSAL 1, “FOR” PROPOSALS 2 AND 4, AND “3 YEARS” FOR PROPOSAL 3.	Please mark your votes as indicated in this example	x

		FOR	WITHHOLD	*EXCEPTIONS
1.	ELECTION OF DIRECTORS	ALL	FOR ALL					FOR	AGAINST	ABSTAIN
	Nominees:
01 02 03 04 05 06 07 08 09	Robert L. Moody, G. Richard Ferdinandtsen, Frances Anne Moody-Dahlberg, Russell S. Moody, William L. Moody, IV, James D. Yarbrough, Arthur O. Dummer, Dr. Shelby M. Elliott, and Frank P. Williamson	o	o	o	2.	A non-binding advisory vote to approve the compensation of the Company’s executive officers disclosed in the “Executive Compensation” section of the proxy statement.		o	o	o
							1 year	2 years	3 years	Abstain
					3.	A non-binding advisory vote on the desired frequency of future non-binding advisory votes on executive officer compensation.	o	o	o	o
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the “Exceptions” box above and write that nominee’s name in the space provided below.)
								FOR	AGAINST	ABSTAIN
*Exceptions					4.	Ratification of the appointment of KPMG LLP as auditors for 2011.		o	o	o
					5.	In accordance with their best judgment upon all other matters which may properly come before the meeting.
						(PLEASE SIGN AND RETURN PROMPTLY)
								Mark Here for Address Change or Comments SEE REVERSE		o

NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

Signature Signature Date

You can now access your American National Insurance Company account online.

Access your American National Insurance Company account online via Investor ServiceDirect^®(ISD).

BNY Mellon Shareowner Services, the transfer agent for American National Insurance Company, now makes it easy and convenient to get current information on your shareholder account.

•	View account status	•	View payment history for dividends
•	View certificate history	•	Make address changes
•	View book-entry information	•	Obtain a duplicate 1099 tax form

Visit us on the web at http://www.bnymellon.com/shareowner/equityaccess
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time

Investor ServiceDirect^®
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-800-370-1163

ChooseMLink^SMfor fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on toInvestor ServiceDirect^®atwww.bnymellon.com/shareowner/equityaccess where step-by-step instructions will prompt you through enrollment.

▼FOLD AND DETACH HERE ▼

AMERICAN NATIONAL INSURANCE COMPANY

Proxy for Annual Meeting April 29, 2011.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby appoints Robert L. Moody and G. Richard Ferdinandtsen, or either of them, as lawful attorneys and proxies of the undersigned with full powers of substitution and appointment, for and in the name, place and stead of the undersigned to act for and to vote all of the shares of Common Stock of American National Insurance Company (the “Company”) which the undersigned may be entitled to vote at the Annual Meeting to be held in the Mary Moody Northen Auditorium of the American National Insurance Company Building, One Moody Plaza, Galveston, Texas, at 10:00 a.m., Local Time, on April 29, 2011 and at any and every adjournment thereof, and there to vote.

Proxy materials are available on-line at:
https://materials.proxyvote.com/028591

Address Change/Comments
(Mark the corresponding box on the reverse side)
	BNY MELLON SHAREOWNER SERVICES
	P.O. BOX 3550
	SOUTH HACKENSACK, NJ 07606-9250

(Continued and to be marked, dated and signed, on the other side) 94705