EXHIBIT 10(k) - MATERIAL CONTRACTS

       FIRST AMENDMENT TO THE NATIONAL WESTERN LIFE INSURANCE COMPANY 
                        1995 STOCK AND INCENTIVE PLAN


Paragraph VII(h) of the 1995 Stock and Incentive Plan has been amended to read
as follows:

"(h)  Fixed  Grants to  Directors.  Each  individual who  was  a  non-employee
Director of the Company on the date of approval of the Plan received an Option
to  purchase 1,000 shares of Common Stock at the Fair Market Value thereof  on
the date of the grant. Each individual who is a Director of the Company on the
date of  the approval  of this  First  Amendment shall  receive an  Option  to
purchase an additional 1,000 shares of  Common Stock at the Fair Market  Value
thereof at the date of grant of the Option. Each additional individual  person
who thereafter becomes a new Director  of the Company shall, on completion  of
three (3)  years of  continuous  service following  election to  such  office,
receive an Option to purchase 1,000 shares of Common Stock at the  Fair Market
Value thereof  at the date of grant of the Option, and each such person,  upon
completion of  five (5)  years of  continuous  service as  a Director  of  the
Company, shall  receive an Option  to purchase an  additional 1,000 shares  of
Common Stock  at the Fair  Market Value thereof  at the date  of grant of  the
Option. However, in no event shall a Director receive options to purchase  any
such Director shares that in the aggregate total more than 2,000 shares  under
the  Plan. Each  Option granted  under  this paragraph  VII(h) shall  (i)  not
constitute an Incentive Stock Option, (ii) not have Stock Appreciation  Rights
granted in connection  therewith, (iii) have  a term of  ten years, (iv)  vest
twenty  percent (20%) per year on each of the first five anniversary dates  of
the grant thereof for  Directors subject to acceleration and vesting  pursuant
to  paragraph XII(c), and (v) cease to be exercisable after the date which  is
three months after the termination of such individual's service as a  Director
(provided that such exercise period shall be extended to one year in the event
of the death of the Director). Any Director holding Options granted under this
paragraph VII(h) who is a member of the Committee shall not participate in any
action of the  Committee with respect  to any claim  or dispute involving  any
such Director."