EXHIBIT 10(l) - MATERIAL CONTRACTS


                            FIFTH AMENDMENT TO THE
                   NATIONAL WESTERN LIFE INSURANCE COMPANY
                   NON-QUALIFIED DEFERRED COMPENSATION PLAN


     This Fifth  Amendment  to the  National  Western Life  Insurance  Company
Pension Plan (the Plan) is hereby made and entered into this 1st  day of July,
1998, by National Western Life Insurance Company (the Company).

         WITNESSETH:

     WHEREAS, the Plan was originally established effective January 1, 1991,  
           and amended and restated effective April 1, 1995; and

     WHEREAS, Section 6.2 of the Plan permits the Company to amend the Plan at
           any time; and

     WHEREAS, the Company desires to change certain provisions of the Plan;

     NOW THEREFORE, the Plan is hereby amended as follows:

1.  Section 3.1., Participant Contribution, is hereby amended, effective  July
1, 1998, to read as follows:

"Each Employee who becomes a Participant in accordance with Article II  hereof
may elect to make contibutions to the Plan on a pre-tax basis in increments of
one-quarter  percent (1/4%  or 0.25%)  of his  Compensation, from  one-quarter
percent (1/4% or 0.25%) to fifty percent (50%).

Each  Participant's pre-tax salary deferral agreement shall be made in writing
on such  forms as the  Committee shall prescribe, and shall be effective on  a
Plan Year basis, or until changed in accordance with subsequent provisions  of
this  Section 3.1.    A Participant's  election  hereunder may  be  completely
discontinued at any time, and may be changed on any periodic basis defined and
approved by the Committee, or as  of any Valuation Date, provided that  notice
of such  change is received at least thirty (30) days prior to such  Valuation
Date for Compensation to be earned for services rendered following such  date,
or within such  time frame as  is approved by  the Committee.   If, as of  any
Valuation Date, or as of the last day of any time period  defined and approved
by the Committee  in accordance  with the provisions  of this  Section 3.1,  a
Participant does  not submit a  new election, his  previous election shall  be
deemed to continue."

     IN WITNESS  WHEREOF,  the National  Western  Life Insurance  Company  has
executed this Second Amendment.

ATTEST:                         NATIONAL WESTERN LIFE INSURANCE COMPANY

                                By:                                 
                               

                                Its:                                            




                              Approved by National Western Executive Committee
                              on July 24, 1998