UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No.  )

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American National Insurance Company

(Name of Registrant as Specified In Its Charter)

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

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AMERICAN NATIONAL INSURANCE COMPANY
One Moody Plaza
Galveston, Texas 77550

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

To Be Held April 30, 2010

In Galveston, Texas

Notice is hereby given that the Annual Meeting of Stockholders of AMERICAN 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 30, 2010 for the following purposes:

	1.		To elect a Board of nine (9) directors of the Company; and
	2.		To transact 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, 2010 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, 2010

Important Notice Regarding the Availability of Proxy Materials
for the Stockholders’ Meeting to Be Held on April 30, 2010:

Our proxy material relating to our 2010 Annual Meeting (notice, proxy statement, proxy and 2009 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 2010 Annual Meeting and an identification of the matters to be voted upon at the 2010 Annual Meeting, please see the “Notice of Annual Meeting of Stockholders” above. For the Board’s recommendation regarding those matters, please refer to “Proposal 1 — Election of Directors.” 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.

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			6
PROPOSAL 1. ELECTION OF DIRECTORS			7
Information Concerning Nominees for Directors			7
Information Concerning Advisory Directors			10
Information Concerning Executive Officers			12
Director Attendance at Meetings			13
Director Independence and Board Committees			13
Executive Compensation			15
Compensation Committee Report			23
Certain Relationships and Related Transactions			37
Section 16(a) Beneficial Ownership Reporting Compliance			38
Independent Public Accountants			38
Annual Report and Financial Statements			39
Audit Committee Report			39
Stockholder Proposals			40
Householding of Annual Meeting Materials			40
Code of Business Conduct and Ethics			40
Communications with the Board of Directors			41
Incorporation by Reference			41
Other Matters			41

AMERICAN NATIONAL INSURANCE COMPANY

One Moody Plaza
Galveston, Texas 77550

PROXY STATEMENT

For the Annual Meeting of Stockholders
To Be Held April 30, 2010
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 30, 2010 (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 take place on or about March 31, 2010.

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 voted FOR the election as directors of the Company of the persons named under Proposal 1. As to any other matter of business which 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. The Board of Directors does not know of any matters to be acted upon at the Annual Meeting other than election of directors.

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. In that connection, 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, 2010, 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 26,820,166 shares of the $1.00 par value per share common stock 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. The affirmative vote of a majority of shares present at the meeting, in person or by proxy, and entitled to vote is required to elect each nominee for director. Abstentions are considered as shares present and entitled to vote. Abstentions with respect to any nominee have the effect of a vote “against” such nominee. 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of the close of business on March 1, 2010, we had 26,820,166 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 December 31, 2009 concerning each person or group owning more than five percent of the outstanding shares of our Common Stock.

Name and Address of		Amount and Nature of
Beneficial Owner		Beneficial Ownership				Percent of 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			12,489,407	(3)			46.57	%

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, 2010 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			63,000	(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			*
James D. Yarbrough			8,000	(2)		Direct			*
Stephen E. Pavlicek			800			Direct			*
David A. Behrens			0						0
Ronald J. Welch			1,000			Direct			*
All Directors and Executive Officers as a Group			732,321			Direct			2.73	%
			6,719,360			Indirect			25.05	%
			7,451,681						27.78	%

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, 2010 by each of our advisory directors:

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

Unless otherwise noted, the information shown in the previous three tables was obtained from Statements of Beneficial Ownership 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 2011. 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 W. L. Moody IV, James D. Yarbrough, Arthur O. Dummer, Dr. Shelby M. Elliott and Frank P. Williamson, currently directors, continue to be “independent” as defined in the NASDAQ listing standards.

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			76			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); Director, Chairman of the Board of Directors of American Community Mutual Insurance Company, Livonia, Michigan (mutual 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 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. 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			83			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 (privately owned bank); 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.			2004
						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.

								Year
								First
								Elected
								to
Name		Age				Principal Occupation and Background		Board
G. Richard Ferdinandtsen			73			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.			1997
						Mr. Ferdinandtsen has over fifty years of experience in the insurance industry, including twenty-nine 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.
Frances Anne Moody-Dahlberg(1)(2)			40			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.			1987
						Ms. Moody-Dahlberg has twenty-three 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.
Robert L. Moody, Sr.(1)			74			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 (banking services); 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).			1960
						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 fifty years and has served as our Chairman for twenty-eight 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.
Russell S. Moody(1)(2)			48			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-four years. Along with his sister, Frances Anne Moody-Dahlberg, Mr. Moody helps to represent the concerns of our significant charitable stockholders. Mr. Moody serves as a director of Transitional Learning Center at Galveston and The Moody Endowment, its supporting organization, both of which together own nearly 900,000 shares of our Common Stock.			1986

								Year
								First
								Elected
								to
Name		Age				Principal Occupation and Background		Board
William L. Moody IV			85			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).			1951
						Mr. Moody’s nearly sixty years of service as a member of our Board and his background as an investor, rancher and oilman brings a valuable perspective to the Board’s discussion of how the past challenges that have faced the Company may impact present and future opportunities.
Frank P. Williamson			77			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 advised by a Company subsidiary).			2004
						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 brings a unique perspective and contributes to the diversity of experience represented on our Board.
James D. Yarbrough			54			County Judge, County of Galveston, Texas since 1995; James D. Yarbrough & Co., October 1989 through December 1994 (privately owned contract management and financial consulting firm); Director and Member of the Governance Committee 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; Director, Health Facilities Development Corporation of Galveston County, Texas; Director, Juvenile Justice Alternate Education Program Board of Galveston County, Texas; Director, Juvenile Board of Galveston County, Texas; Director, Purchasing Agent Board of Galveston County, Texas; Director, Texas Environmental Research Consortium (non-profit corporation); Member, Governor’s Commission for Disaster Recovery and Renewal.			2001
						Judge Yarbrough has management experience in both the private and public sectors, including fifteen 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.

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.

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.

69

Since 1980, Partner of Greer, Herz & Adams, L.L.P., General Counsel to the Company; Trustee of the Three R Trusts (trust for the benefit of the children of Robert L. Moody, Sr.).

2004

1984 to 2004

Mr. Herz’s service as a director of numerous insurance companies, including nearly 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.

R. Eugene Lucas(1)

84

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).

2004

1981 to 2004

Mr. Lucas has served on our Board for nearly 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 thirty-nine years as its President.

E. Douglas McLeod(2)

68

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).

2004

1984 to 2004

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.

Year First

Years

Appointed

Served

Advisory

as a

Name

Age

Principal Occupation and Background

Director

Director

Robert L. Moody, Jr.

50

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. 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

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.

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

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. 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 will provide periodic reports to the Board of Directors covering 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.

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			59			Senior Executive Vice President, Chief Administrative Officer (2008); Senior Executive Vice President, Corporate Planning, Systems and Life Administration (2004-2008)
Ronald J. Welch			64			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			47			Executive Vice President, Independent Marketing (1999)
Bill J. Garrison			76			Executive Vice President, Director of Career Sales & Service Division (1988)
Michael W. McCroskey			66			Executive Vice President, Investments (1995); Treasurer (2001)
Gregory V. Ostergren			54			Executive Vice President, Director of Multiple Line (2000)
Dwain A. Akins			58			Senior Vice President, Corporate Affairs, Chief Corporate Compliance Officer (2006); Vice President, Corporate Compliance (2003-2006)
Albert L. Amato, Jr.			61			Senior Vice President, Life Insurance Administration (1994)
Scott F. Brast			46			Senior Vice President, Real Estate / Mortgage Loan Investments (2005); Vice President, Real Estate Investments (2000-2005)
Frank V. Broll, Jr.			60			Senior Vice President & Actuary (2005); Vice President & Actuary (1986-2005)
Gordon D. Dixon			64			Senior Vice President, Securities Investments (2004)
Bernard S. Gerwel			51			Senior Vice President, Chief MLEA Administrative Officer (2006); Senior Vice President, Marketing Information and Technology Services of American National Property and Casualty Company (2002).
Rex D. Hemme			61			Senior Vice President & Actuary (2005); Vice President & Actuary (1993-2005)
Johnny D. Johnson			57			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			53			Senior Vice President, Human Resources (2006); Vice President, Human Resources of ING Investment Management, Inc. (2000-2005)(charged with the design and implementation of compensation, talent management and recruiting programs, HR management, and employee relations for this asset manager with over 5,000 employees worldwide)
James W. Pangburn			53			Senior Vice President, Credit Insurance Division (2004)
Stephen E. Pavlicek			63			Senior Vice President, Chief Financial Officer (2007); Senior Vice President, Controller (1996-2007)
Ronald C. Price			58			Senior Vice President, Chief Marketing Officer — Career Life Agencies (2004)
Steven H. Schouweiler			63			Senior Vice President, Health Insurance Operations (1998)
Shannon L. Smith			50			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			53			Senior Vice President, Career Sales and Service Division (April 2009); National Field Director, Career Sales and Service Division (2001 — April 2009)

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.

DIRECTOR ATTENDANCE AT MEETINGS

During the fiscal year ended December 31, 2009, 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 2009 Annual Meeting.

DIRECTOR INDEPENDENCE AND BOARD COMMITTEES

The Board has determined, after considering all of the relevant facts and circumstances, that W. L. Moody IV, James D. Yarbrough, Arthur O. Dummer, Dr. Shelby M. Elliott and Frank P. Williamson, 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. The Board of Directors has also determined that all members of our Audit Committee satisfy applicable Audit Committee member independence requirements established under the Securities Exchange Act of 1934 (the “1934 Act”).

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.

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 seven (7) meetings and executed one (1) unanimous written consent 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, 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/committees.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 four (4) 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/committees.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.”

Consideration of Risks from Compensation Policies and Practices

In November 2009, the Board Compensation Committee requested Frederic W. Cook & Co., Inc. to perform 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. Based on that review, the committee concluded that our compensation programs do not present any such adverse material 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 other market comparability data, and market positioning to align with and support business objectives;
	•		effective balance in: (i) cash and equity pay mix, (ii) short- and long-term performance focus, (iii) corporate, business unit, and individual performance focus and measurement; and (iv) financial and non-financial performance measurement together with top management and board discretion to manage pay appropriately; and
	•		independent Board Compensation Committee oversight.

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 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/committees.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 three (3) meetings during the Company’s last fiscal year.

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

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 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 professionally-conducted market studies obtained from a range of industry and general market sources.

Based on these evaluations, the Management Compensation Committee formulates recommendations 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 2009 compensation decisions, the Board Compensation Committee engaged Mercer (US) Inc. (“Mercer”), a global human resources consulting firm, to conduct a competitive evaluation of the Named Executive Officers’ compensation relative to a peer group and nationally published market surveys of executive compensation practices, and to evaluate total stockholder performance relative to the peer group and the S&P 500, as explained below under “Market Comparisons.” Following the receipt of Mercer’s report, the Board Compensation Committee approved the compensation of the Named Executive Officers and submitted its compensation recommendations to our Board of Directors. The Board of Directors approved those recommendations.

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 the 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. Final pay levels are decided 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. However, during 2009 we modified our compensation program to place greater weight on performance-based compensation for our Named Executive Officers.

Market Comparisons

During 2008 and early 2009, Mercer 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. Peer group fiscal 2008 revenues ranged from $0.8 billion to $5.0 billion (median revenues of $2.8 billion), and assets ranged from $6.3 billion to $41.8 billion (median assets of $15.2 billion). Our revenues were approximately $2.5 billion in 2008, and our assets were approximately $18.4 billion at the end of 2008. 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 2009 were:

	•		Mercer’s Global Executive Remuneration Survey;
	•		Mercer’s 2008 US Financial Services — Insurance Compensation Survey;
	•		Watson Wyatt’s 2008/2009 Survey Report on Top Management Compensation;
	•		Watson Wyatt’s 2008/2009 Survey Report on Health, Annuity, & Life Insurance Positions;
	•		Watson Wyatt’s 2008/2009 Survey Report on Property & Casualty Insurance Positions; and
	•		LOMA’s 2008 Executive Compensation Survey Report.

Key findings of Mercer’s evaluation for 2009 were as follows:

	•		The total direct compensation of our Chairman and CEO and our President and Chief Operating Officer was in the top quartile of the peer and survey organizations and approximated the median of the peer and survey organizations.
	•		The total direct compensation of our other Named Executive Officers was in the bottom quartile of the peer and survey organizations, primarily as a result of below-market long-term incentives.
	•		Our pay mix for all executives emphasized fixed compensation over “at risk” or performance-based pay. Mercer also found that while our Chairman and CEO’s pay mix was heavily weighted toward base salary, his interests were adequately aligned with stockholders given his significant stock ownership.
	•		Short term incentive compensation of each of the Named Executive Officers was in the bottom quartile of the peer group and the bottom half of the survey organizations.
	•		Long-term incentive compensation of each of the Named Executive Officers significantly lagged the 25th percentile of the peer group and survey organizations.

In response to these findings, the Company designed the 2009 compensation program with the following objectives in mind: (1) to reallocate the total direct compensation of the Chairman and CEO among base salary, short-term incentive and long-term incentive to better align his pay mix with the market’s emphasis on performance-based pay, and (2) to enhance the market competitiveness of total direct compensation and pay-mix for all other Named Executive Officers by placing greater emphasis on performance-based pay.

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 financial security and future personal needs
Welfare Benefits (consisting of basic and supplemental health insurance, disability protection, and life insurance)		Assists executives in providing for their 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.

For 2009, a significant change was made to the base salary of our Chairman and CEO. As part of Mercer’s recommendation 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; correspondingly, his annual performance-based incentive opportunity was substantially increased. This shift better aligns the pay mix of the Chairman and CEO with the market and increases the portion of his base salary that is deductible under Section 162(m) of the Internal Revenue Code.

We implemented a base salary freeze for all other Named Executive Officers during 2009, due to market conditions in the financial services industry, while increasing the annual incentive opportunities available to these executive officers to enhance the competitiveness of their total compensation and pay mix where needed.

Annual Incentive Compensation

Our Named Executive Officers participate in the 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 the 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. Incentive awards for individual performance measures are capped at Level 3; 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.

Following Mercer’s analysis, the Board Compensation Committee increased the incentive opportunities available to the Named Executive Officers in 2009. In the case of the Chairman and CEO, this increase reflected increased risk for such executive as a result of the reallocation of a significant portion of his base salary to annual incentive compensation. In the case of the President and Chief Operating Officer, the increase was to better align the pay mix of such executive’s compensation to the market. For all other Named Executive Officers, the increase in incentive opportunities was intended to enhance the competitiveness of their total direct compensation and better align their pay-mix with the market.

Incentive Payouts: In prior years, 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 now 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 will be 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.

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 are converted 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. RSUs have no voting or dividend rights.

During 2009, the Company’s Chairman and CEO and the Company’s President and Chief Operating Officer were 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, we decided to spread the payout throughout the year. Quarterly payments were based on the total incentive award that was projected for 2009 based on year-to-date performance following the end of the first three quarters of 2009. The amount payable for any quarter was discounted by 20%, and then pro-rated by the percentage of the annual incentive to be paid in cash. Amounts paid in prior quarters were subtracted from payments due in subsequent quarters. In February 2010, the Company paid the Company’s Chairman and CEO and the President and Chief Operating Officer the amount of the cash portion of the annual incentive award earned for 2009 that was in excess of the quarterly payments made following the first three quarters of 2009. Cash incentive award payments to our Chairman and CEO and our President and Chief Operating Officer for the first three quarters of 2009 totaled $3,234,000 and $439,340, respectively, and the final cash incentive payment to each was $2,156,046 and $315,444, respectively.

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 2009 Executive Incentive Compensation Plan were approved in February 2009 and communicated to the Named Executive Officers in March 2009.

Named Executive Officers are reasonably likely to meet some, but not all, Level 1 objectives. Achievement of a Level 2 payout generally means that the Named Executive Officer’s performance has met yearly objectives established under our annual corporate plan. 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.

Performance measures used in the 2009 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.		Shared Services Controllable Costs: 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 reported to the Board of Directors and 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. This resulted in adjustments for each Named Executive Officer whose applicable performance measures included Weighted Direct Earned Premium or Timeliness of Report. 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 2009.

2009 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	%			22.5	%			20	%
Total Corporate Return on Equity			12	%			22.2	%			22.5	%			—				—
Weighted Direct Earned Premium			12	%			22.2	%			22.5	%			22.5	%			10	%
Shared Services Controllable Costs			—				—				—				22.5	%			20	%
Timeliness of Report			—				—				—				—				20	%

The next table shows each performance measure and the Level 1, Level 2 and Level 3 goals associated with each, along with actual 2009 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		2009 Actual
Consolidated Operating Revenues		$2.75 billion		$2.85 billion		$2.95 billion		$3.03 billion
Five Year Average Adjusted After Tax Net Gain from Operations		50% of stockholders’ dividend		75% of stockholders’ dividend		100% of stockholders’ dividend		186% of stockholders’ dividend
Return on Equity from Insurance Lines		7.8%		8.3%		8.8%		1.4%
Total Corporate Return on Equity		6.5%		7.0%		7.5%		15.4%
Weighted Direct Earned Premium		$2.0 billion		$2.1 billion		$2.2 billion		$2.1 billion
Shared Services Controllable Costs		$115.5 million		$113.5 million		$111.5 million		$123 million
Timeliness of Report		17 days		15 days		13 days		17.3 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 2009 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 2009 to the Named Executive Officers ranged from 24% 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. 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.

2009 Potential Aggregate Incentive Opportunities as a Percentage of Base Salary
for the Named Executive Officers Compared to Actual Aggregate Incentive Award Earned

										Actual Aggregate
										Incentive Award
Name/Title		Level 1				Level 2				Earned
Robert L. Moody, Sr., Chairman of the Board of Directors and CEO			192.5	%			385	%			385	%
G. Richard Ferdinandtsen, President and Chief Operating Officer			80	%			160	%			126	%
Ronald J. Welch, Senior Executive Vice President, Corporate Risk Management Officer & Chief Actuary			50	%			100	%			78	%
James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer			50	%			100	%			44	%
Stephen E. Pavlicek, Senior Vice President and Chief Financial Officer			25	%			50	%			24	%

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.

None of our Named Executive Officers received awards under the 1999 Plan during 2009. 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. Until 2010, we have made grants only of restricted stock and freestanding SARs.

In 2009, following the recommendation of Mercer, the Board Compensation Committee provided for the award of RSUs under the 1999 Plan through the annual Executive Incentive Compensation Plan, as discussed above. The Board Compensation Committee may reduce the annual incentive award at the committee’s discretion and decided to take such action for 2009 compensation. For the Company’s Chairman and CEO and for the Company’s President and Chief Operating Officer, the number of RSUs awarded in 2010 for 2009 performance was reduced by 16,667 and 6,667, respectively, because of Restricted Stock grants previously made to these executives in 2008. We awarded the Chairman and CEO and the President and Chief Operating Officer 50,000 shares and 20,000 shares of Restricted Stock, respectively, in 2008. The reduction of 16,667 RSUs and 6,667 RSUs represents one-third of the 2008 grants of 50,000 shares and 20,000 shares, respectively. At the time we made these Restricted Stock grants, we intended that additional equity awards would not be made for three years. The one-third reduction preserves this intent by considering such portion as having been previously awarded. As a result of this reduction, no RSUs were issued in 2010 to our President and Chief Operating Officer. RSUs were issued to the remaining Named Executive Officers in March 2010 as follows, in accordance with the satisfaction of applicable performance measures under the 2009 Executive Incentive Compensation Plan:

Robert L. Moody, Sr., Chairman of the Board of Directors and CEO		4,469 RSUs
Ronald J. Welch, Senior Executive Vice President, Corporate Risk Management Officer & Chief Actuary		1,161 RSUs
James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer		662 RSUs
Stephen E. Pavlicek, Senior Vice President and Chief Financial Officer		197 RSUs

Going forward, we intend to make grants of RSUs under the 1999 Plan on an annual basis, by paying a portion of the annual incentive in RSUs. 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, increasing long term incentive opportunities will improve our competitive positioning with respect to such compensation.

Pay Mix

As discussed above, in 2009 we made significant changes to the compensation program. The objective was to adjust the delivery of compensation to emphasize incentive-based pay and become more closely aligned with market practices. In 2009, base salary represented 21%, 38%, and 51% of target compensation for the Chairman and CEO, President and Chief Operating Officer, and the next eight most senior executive officers, respectively. In comparison, base salary represented 61%, 46% and 66% of target compensation during 2008 for the Chairman and CEO, President and Chief Operating Officer, and such other officers, respectively.

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 financial security and personal needs. 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.

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

The perquisites and benefits provided to each Named Executive Officer during 2009 are included 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.” While in the past perquisites may have represented a material component of compensation for some of our Named Executive Officers, our current compensation practices have reduced these benefits and their percentage of total compensation.

Other Important Compensation Policies Affecting Named Executive Officer Compensation

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 on our Common Stock, engaging in short sales with respect to our Common Stock, or trading in puts, calls, straddles, equity swaps, or other derivative securities that are directly linked to our Common Stock.

Tax Deductibility of the Named Executive Officers’ Incentive and Equity Compensation. Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation over $1.0 million paid to a corporation’s chief executive officer and the three other most highly compensated executive officers, excluding the chief financial officer. This limitation applies only to compensation that is not considered “performance based” as defined in Section 162(m) rules. We were not subject to Section 162(m) until 2009, following our registration with the Securities and Exchange Commission (the “SEC”).

In designing our 2009 compensation programs, the Board Compensation Committee considered the effects of Section 162(m) together with other factors relevant to our business needs. The Board Compensation Committee intends, to the extent it deems desirable, to take steps to preserve the deductibility of the compensation we pay. However, the Board Compensation Committee has not adopted a policy that all compensation paid must be tax-deductible and qualified under Section 162(m).

We believe that the 2010 compensation to be paid to our Named Executive Officers will be fully deductible under Section 162(m), except for a portion paid to our Chairman and CEO.

Independent Compensation Consultant

As noted above, the Board Compensation Committee retained Mercer to provide information, analyses, and advice regarding our 2009 executive compensation program. Mercer performed the following services for the Company:

	•		Evaluated the competitive positioning of our top ten executives’ base salaries, annual incentive and long-term incentive compensation relative our primary peers and the broader insurance industry;
	•		Assessed the alignment of our compensation levels for the Named Executive Officers relative to the performance of the Company against our primary peers;
	•		Assisted with the development of the 2009 compensation program for our top ten executives, including recommendations for base salary, incentive compensation opportunity, the performance required to earn such incentives, and the form of incentives to be provided in cash and equity;
	•		Provided input on changes to the American National Insurance Company 1999 Stock and Incentive Plan document for compliance with Section 162(m) of the Internal Revenue Code;
	•		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.

In October of 2009, following the move by the Mercer lead consultant with whom the Company had worked to Frederic W. Cook & Co., Inc. (“Cook & Co.”), the Board Compensation Committee retained Cook & Co. to provide information, analyses, and advice regarding compensation in 2010. As was the case with Mercer, the Cook & Co. consultant reports directly to the Board Compensation Committee chair. Neither Mercer nor Cook & Co. has provided any services to us other than advice and recommendations with respect to the determination of the amount and form of executive compensation.

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. For Mercer, these procedures included the following: a direct reporting relationship of the Mercer consultant to the committee chairman; a provision in the committee’s engagement letter with Mercer specifying the information, data, and recommendations that can and cannot be shared with management; an annual update to the committee on Mercer’s financial relationship with us, including a summary of the work performed for us during the preceding twelve months; and written assurances from Mercer that, within the Mercer organization, the Mercer consultant who performs services for us has a reporting relationship and compensation determined separately from Mercer’s other lines of business.

For Cook & Co., the procedures to ensure that the consultant’s advice remains objective are similar to those noted above. 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 has been removed.

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

Summary Compensation Table

The following table sets forth all of the compensation awarded to or earned by the Named Executive Officers for the year ended December 31, 2009. 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., Chairman of the Board and Chief Executive Officer			2009			$	2,000,000			$	157			$	416,813			$	0			$	5,390,000			$	13,926,478			$	591,984	*		$	22,325,432
			2008			$	5,000,000			$	157			$	5,824,000			$	0			$	1,350,000			$	5,788,062			$	603,599	*		$	18,565,818
G. Richard Ferdinandtsen, President and Chief Operating Officer			2009			$	1,000,000			$	157			$	24,714			$	0			$	754,774			$	3,461,612			$	196,679	*		$	5,437,936
			2008			$	1,000,000			$	158			$	2,329,600			$	0			$	240,000			$	1,458,632			$	199,911	*		$	5,228,301
Ronald J. Welch, Senior Executive Vice President, Corporate Risk Officer and Chief Actuary			2009			$	408,887			$	136			$	81,759			$	0			$	190,419			$	539,636			$	23,363			$	1,244,200
			2008			$	402,221			$	136			$	0			$	265,541			$	72,400			$	483,255			$	18,616			$	1,242,169
James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer			2009			$	412,425			$	136			$	82,468			$	0			$	108,552			$	360,037			$	27,366			$	990,984
			2008			$	404,092			$	136			$	0			$	265,541			$	122,039			$	282,622			$	24,286			$	1,098,716
Stephen E. Pavlicek, Senior Vice President and Chief Financial Officer			2009			$	252,362			$	136			$	25,201			$	0			$	32,426			$	236,402			$	29,308			$	575,835
			2008			$	248,493			$	136			$	0			$	113,803			$	45,052			$	203,564			$	24,774			$	635,822

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, the values shown for each Named Executive Officer represent the grant date fair value of conditional performance-based restricted stock units granted during 2009, but not issued until 2010, 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 grant (February 26, 2009) of $44.29. 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. As discussed above in the “Annual Incentive Compensation” section of the Compensation Discussion and Analysis, 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.

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, the values shown represent SARs granted to the Named Executive Officers pursuant to the American National Insurance Company 1999 Stock and Incentive Plan. The numbers for 2008 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 made to Named Executive Officers, amounts realized, or amounts that may be realized by the Named Executive Officers. These SARs are cash-settled. SARs exercised during 2009 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 2008 have an exercise price of $116.48, the closing price of our Common Stock on May 1, 2008, the grant date. Our Common Stock had a closing price of $73.73 per share on December 31, 2008. 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, the 2008 SAR grant to each recipient Named Executive Officer 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 is the sum of the grant date fair values for each tranche. For Mr. Pozzi and Mr. Welch, the 2008 SAR grant was separated into five tranches of 1,400 SARs per tranche. For Mr. Pavlicek, the 2008 SAR grant was separated into five tranches of 600 SARs per tranche. The common assumptions used in determining the grant date fair value of each tranche were an annual dividend rate of 0% and a stock price at grant (May 1, 2008) of $116.48. The other assumptions used for each tranche are as follows:

		Expected
		Annual				Safe Harbor				Risk Free
		Volatility				Expected Life				Rate of Return
Tranche 1 (first 20% to vest)			25.38	%		3.5 years					2.53	%
Tranche 2 (next 20% to vest)			25.70	%		4.5 years					2.53	%
Tranche 3 (next 20% to vest)			28.75	%		5.5 years					3.06	%
Tranche 4 (next 20% to vest)			29.71	%		6.5 years					3.06	%
Tranche 5 (final 20% to vest)			34.67	%		7.5 years					3.36	%

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 2009 and 2008 performance. The amounts for 2009 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. For all Named Executive Officers, the amounts shown in this column represent annual incentive compensation under such program.

Column (f) — Change in Pension Value and Nonqualified Deferred Compensation Earnings. These amounts represent the 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.

Column (g) — All Other Compensation. These amounts include the items in the table below. Mr. Welch is provided membership in the South Shore Harbour Country Club in League City, Texas, a facility owned by a subsidiary, in connection with his service to our Company. Because we incur no incremental cost in providing such membership, no amount is disclosed for this benefit. Amounts included in this column are further detailed in the table that follows.

All Other Compensation Table — Named Executive Officers

						Restricted				Group Life
Name and						Stock				Insurance
Principal Position		Year				Dividends				Premium(1)				Perquisites				Total
Robert L. Moody, Sr., Chairman of the Board and Chief Executive Officer			2009			$	539,000			$	0			$	52,984	(2)(3)(4)		$	591,984
			2008			$	577,500			$	1,112			$	24,987	(2)(3)(4)		$	603,599
G. Richard Ferdinandtsen, President and Chief Operating Officer			2009			$	169,400			$	0			$	27,279	(2)(4)(5)		$	196,679
			2008			$	169,400			$	1,112			$	29,399	(2)(3)(4)(5)		$	199,911
Ronald J. Welch, Senior Executive Vice President, Corporate Risk Officer and Chief Actuary			2009			$	0			$	396			$	22,967	(2)(3)(5)		$	23,363
			2008			$	0			$	396			$	18,220	(2)(5)		$	18,616
James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer			2009			$	0			$	258			$	27,108	(2)(3)(5)		$	27,366
			2008			$	0			$	258			$	24,028			$	24,286
Stephen E. Pavlicek, Senior Vice President and Chief Financial Officer			2009			$	0			$	396			$	28,912	(2)(3)		$	29,308
			2008			$	0			$	792			$	23,982	(2)(3)		$	24,774

Grants of Plan-Based Awards

The following table has information about grants made under our 2009 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. No other plan-based awards were made to our Named Executive Officers during 2009.

																		Estimated Possible Payouts Under
																		Equity Incentive Plan Awards
																														Grant Date
						Estimated Possible Payouts Under																								Fair Value
						Non-Equity Incentive Plan Awards																								of Stock
		Grant Date				Threshold				Target				Maximum				Threshold				Target				Maximum				Awards
Name		(a)				(b)				(c)				(d)				(e)				(f)				(g)				(h)
Robert L. Moody, Sr., Chairman of the Board and Chief Executive Officer			2/26/09			$	2,695,000			$	5,390,000				*			$	1,155,000			$	2,310,000				*			$	416,813
G. Richard Ferdinandtsen, President and Chief Operating Officer			2/26/09			$	480,000			$	960,000				*			$	320,000			$	640,000				*			$	24,714
Ronald J. Welch, Senior Executive Vice President, Corporate Risk Officer and Chief Actuary			2/26/09			$	122,667			$	245,332				*			$	81,778			$	163,555				*			$	81,759
James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer			2/26/09			$	123,728			$	247,455				*			$	82,485			$	164,970				*			$	82,468
Stephen E. Pavlicek, Senior Vice President and Chief Financial Officer			2/26/09			$	37,854			$	75,709				*			$	25,236			$	50,472				*			$	25,201

Column (a) — Grant Date. This is the effective date of an award, the date upon which the incentive award opportunity was approved by the Board of Directors upon recommendation of the Board Compensation Committee.

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 2009 Executive Incentive Compensation Program that relate to 2009 performance targets. Under this program, each Named Executive Officer may receive 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 is paid out 60% in cash. The annual incentive award is paid out 70% in cash for the Chairman and CEO. Annual incentive opportunities are based on a percentage of base salary. For each applicable performance measure, there are generally three levels of performance objectives, with increased incentive opportunities associated with each level. Once a Level 1 performance objective is reached, the actual amount of the award will be prorated toward each subsequent performance objective. Cash incentive awards actually earned by the Named Executive Officers under the 2009 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 2009 Executive Incentive Compensation Program. The actual number of RSUs to be awarded for 2009 performance equals the aggregate annual incentive award earned for 2009 that is allocable to RSUs divided by the market price of our Common Stock on March 1, 2010. For each Named Executive Officer other than the Chairman and CEO, the annual incentive award opportunity is paid out 40% in RSUs. The annual incentive award is paid out 30% in RSUs for our Chairman and CEO. The number of RSUs actually awarded to the Named Executive Officers for 2009 performance is disclosed in the “Long Term Incentive Compensation” section of the Compensation Discussion and Analysis above. As discussed above in the “Annual Incentive Compensation” section of the Compensation Discussion and Analysis, 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. This reduction is not reflected in the dollar amount shown in columns (e) and (f) for such officers.

Column (h) — Grant Date Fair Value of Stock Awards. These amounts represent the grant date fair value of conditional performance-based RSU awards granted during 2009, but not issued until 2010, based on the probable outcome (as of the grant date) of the performance based conditions applicable to the awards. For information regarding the calculation of the grant date fair values shown, please see the notes to Column (c) of the Summary Compensation Table above. The grant date fair value of such awards based on maximum performance across all applicable performance measures is as follows: For Mr. Moody, $1,571,808; for Mr. Ferdinandtsen, $344,709; for Mr. Welch, $163,519; for Mr. Pozzi, $164,936; and for Mr. Pavlicek, $50,446.

Outstanding Equity Awards at Fiscal Year End

The following table has information about each Named Executive Officer’s outstanding equity awards at December 31, 2009.

																		Stock Awards
		SAR Awards																				Market Value				Equity Incentive				Equity Incentive
		Number of				Number of												Number of				of Shares				Plan Awards: Number				Plan Awards: Market
		Securities				Securities												Shares of				of Stock				of Unearned Shares,				Value of Unearned
		Underlying				Underlying				SAR				SAR				Stock That				That				Units or Other				Shares, Units or
		Unexercised SARs				Unexercised SARs				Exercise				Expiration				Have Not				Have Not				Rights that Have				Other Rights that
		Exercisable				Unexercisable				Price				Date				Vested				Vested*				Not Vested				Have Not Vested
Name		(a)				(b)				(c)				(d)				(e)				(f)				(g)				(h)
Robert L. Moody, Sr., Chairman of the Board and Chief Executive Officer																			50,000	1		$	5,972,000				2,673	7		$	319,263	8
																			50,000	2		$	5,972,000
																			50,000	3		$	5,972,000
G. Richard Ferdinandtsen, President and Chief Operating Officer																			10,000	1		$	1,194,400				0	7		$	0	8
																			20,000	2		$	2,388,800
																			20,000	3		$	2,388,800
Ronald J. Welch, Senior Executive Vice President, Corporate Risk Officer and Chief Actuary			1,400				5,600	4		$	116.48				5/1/2018	6											1,369	7		$	163,513	8
			4,000				1,000	5		$	100.46				5/1/2015	6
			3,000				0			$	88.00				8/1/2012	6
James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer			0				5,600	4			116.48				5/1/2018	6											1,381	7		$	164,945	8
			1,400				1,000	5			100.46				5/2/2015	6
Stephen E. Pavlicek, Senior Vice President and Chief Financial Officer			600				2,400	4		$	116.48				5/1/2018	6											422	7		$	50,404	8
			1,200				600	5		$	100.46				5/1/2015	6
			400				0			$	88.00				8/1/2012	6

SAR Exercises and Stock Vested

The following table has information about SARs exercised by certain of our Named Executive Officers during 2009 and restricted stock owned by certain of our Named Executive Officers that vested during 2009.

SAR Exercises and Stock Vested in Fiscal Year 2009

Stock Awards

SAR Awards

Number of Shares

Number of SARs

Value Realized

Acquired on

Value Realized

Exercised

on Exercise

Vesting

on Vesting

(a)

(b)

(c)

(d)

Robert L. Moody, Sr., Chairman of the Board and Chief Executive Officer

50,000

*

$

3,894,500.00

G. Richard Ferdinandtsen, President and Chief Operating Officer

10,000

$

778,900.00

Ronald J. Welch, Senior Executive Vice President, Corporate Risk Officer and Chief Actuary

1,000

$

21,360.00

James E. Pozzi, Senior Executive Vice President and Chief Administrative Officer

2,000

$

29,550

Column (a) — Number of SARs Exercised. These numbers represents the total number of SARs exercised by the individual during 2009.

Column (b) — Value Realized on Exercise. These amounts represent the aggregate dollar value realized by the individual during 2009 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.

Column (c) — Number of Shares Acquired on Vesting. These numbers represent the number of shares of restricted stock granted to the individual in 1999 that vested during 2009.

Column (d) — Value Realized on Vesting. These amounts represent the aggregate dollar value realized upon the vesting of restricted stock, based on the fair market value of our Common Stock on the date of vesting.

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
Chairman of the Board		Employees
and Chief Executive		Retirement Plan			27.6			$	1,137,212			$	111,697
Officer		ANICO Nonqualified
		Retirement Plan			45.0			$	59,609,721			$	5,448,048
G. Richard		American National
Ferdinandtsen,		Employees
President and		Retirement Plan			19.51			$	65,171			$	47,965
Chief Operating Officer		ANICO Nonqualified
		Retirement Plan			45.0			$	12,331,176			$	1,041,436
Ronald J. Welch,		American National
Senior Executive Vice		Employees
President, Corporate		Retirement Plan			34.53			$	1,217,076			$	0
Risk Officer and Chief		ANICO Nonqualified
Actuary		Retirement Plan for
		Certain Salaried
		Employees			34.53			$	2,297,926			$	0
James E. Pozzi,		American National
Senior Executive Vice		Employees
President and Chief		Retirement Plan			33.61			$	859,040			$	0
Administrative Officer		ANICO Nonqualified
		Retirement Plan for
		Certain Salaried
		Employees			33.61			$	1,153,594			$	0
Stephen E. Pavlicek,		American National
Senior Vice President		Employees
and Chief Financial		Retirement Plan			33.61			$	1,096,210			$	0
Officer		ANICO Nonqualified
		Retirement Plan for
		Certain Salaried
		Employees			33.61			$	424,941			$	0