8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2011

AMERICAN NATIONAL INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

Texas	001-34280	74-0484030
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Moody Plaza Galveston, Texas	77550-7999
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (409) 763-4661

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 29, 2011, the Board of Directors of American National Insurance Company (the “Company”) adopted Amended and Restated Bylaws, effective as of such date. Various provisions of the Company’s former Bylaws were either revised, reworded or reordered or new provisions were adopted to update the Bylaws by: (i) changing statutory references from the Texas Business Corporations Act to its statutory successor, the Texas Business Organizations Code (“TBOC”); (ii) expanding and better conforming certain provisions of the Bylaws to the TBOC by incorporating statutory default rules; (iii) adding certain additional provisions as are typically found in corporate bylaws; and (iv) enhancing the organization and readability of the Bylaws by including section headings, consolidating related information into the same articles, clarifying certain provisions, and renumbering articles and sections accordingly.

A summary description of changes is set forth below. Unless otherwise noted, article and section references are to the Amended and Restated Bylaws.

Provision	Description of Amendment
Article I	The description of the object, or purposes, of the Company was deleted, and reference is instead made to the description of the Company’s purpose as stated in its Articles of Incorporation.
Article II	Explicit authority for the Board of Directors to designate additional offices of the Company was added in Section 2.
Article III	Provisions regarding annual stockholders’ meetings (Section 1), special stockholders’ meetings (Section 2), notices (Section 4), quorum (Section 8), and stockholder voting (Sections 9 and 10) were expanded in conformity with applicable provisions of the TBOC and organized into separate sections for order and clarity. Numerical requirements relating to quorum, voting, stockholder call of special meetings, and notice were unchanged. New provisions were added to identify the individuals to serve as chairman and secretary of stockholders’ meetings and to address the authority of the meeting chairman (Section 3); to reflect the statutory procedure for the determination of record dates (Section 5); to address notices in connection with adjourned meetings (Section 6); to reflect the TBOC’s procedure for the Secretary’s making of a stockholders’ list prior to each meeting of stockholders (Section 7); and to explicitly provide for inspectors of election (Section 11).

Provision	Description of Amendment
Article IV	Article IV now addresses matters pertaining to the Board of Directors. Section 1 was added as a general description of the authority of the Board. Provisions regarding the number of directors (Section 2), term of office (Section 3), filling of vacancies (Section 4), directors’ meetings and notices (Sections 5 and 6), place of meetings (Section 7), quorum (Section 8), establishment of board committees (Sections 12 and 13), declaration of dividends (Section 14), advisory directors (Section 15) and director compensation (Sections 16 and 17) were expanded and organized into separate sections for order and clarity. Notice requirements were updated to include electronic notice. Additional provisions regarding majority action of directors (Section 9), action by consent without a meeting (Section 10), and telephone meetings (Section 11) were added, consistent with the provisions of the TBOC. The provision setting forth the authority of the Finance Committee (previously contained in Article V, Section 5 ) was deleted.
	Material regarding election of officers previously contained in former Article IV has been moved to Article V of the Amended and Restated Bylaws.
Article V	Article V now addresses matters pertaining to Company officers. The list of the officers of the Company previously contained in former Article IV has been moved to Section 1 of Article V of the Amended and Restated Bylaws. The description of the authority of various officers previously contained in former Articles VI and XIV has been moved to new Article V and modernized by deleting descriptions of officer duties for the Controller and Assistant Controllers, Actuaries and Assistant Actuaries, General Auditor and Medical Director. A description of the authority of the Corporate Chief Financial Officer was added (Section 6), and descriptions of the authority of other officers were updated to better reflect current officer duties (Sections 4, 5, 8, 9 and 10). Separate sections previously providing for Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, and Assistant Vice Presidents were consolidated into a single section (Section 7). Separate sections previously describing the authority of the Secretary and Assistant Secretary have been consolidated into Section 8, and similar consolidation has been made with respect to the authority of the Treasurer and Assistant Treasurer (Section 9). Previously existing provisions regarding appointment of officers and the term of office of officers were moved to Sections 1 and 2, respectively. Section 3 was added to address removal and resignation of officers. Material regarding the Board of Directors formerly contained in prior Article V has been moved to Article IV of the Amended and Restated Bylaws.
Article VI	Article VI now contains the Fidelity Bond provision previously contained in former Article VIII.
	Material regarding Company officers formerly contained in prior Article VI has been moved to Article V of the Amended and Restated Bylaws.

Provision	Description of Amendment
Article VII	Article VII modernizes prior provisions pertaining to the capital stock of the Company, previously addressed under former Article X. New provisions regarding transfers of shares (Section 4) and the handling of lost, stolen or destroyed certificates (Section 5) have been added, consistent with provisions of the TBOC.
	Prior Article VII, which addressed depository authority, has been deleted, consistent with modern practice.
Article VIII	Article VIII addresses indemnification, which was previously addressed under former Section XIII. The definition of “Indemnified Person” (Section 2) was limited to exclude agents and was expanded to expressly include any individuals or firms serving in certain capacities with respect to majority-owned subsidiaries or employment benefit plans of the Company and any person entitled to mandatory indemnification under the TBOC. Provisions were added to expressly incorporate the TBOC’s authority for the Company to purchase and maintain insurance on any Indemnified Persons for claims subject to indemnification (Section 7) and to clarify that Article VIII does not limit the company’s ability to provide indemnification of other persons as may be permitted under the TBOC (Section 6).
	Prior Article VIII (Fidelity Bond) was moved to Article VI of the Amended and Restated Bylaws.
Art. IX	A new Article IX was added to address general matters. Sections 1 and 2 incorporate TBOC rules regarding waivers of notice and the maintenance of books and records, respectively. Sections 3 through 4 address the use of pronouns within the Amended and Restated Bylaws and confirm the fiscal year of the Company, respectively. Section 5 addresses the corporate seal, as previously addressed under former Article XI. Section 6 addresses amendments to the Bylaws, as previously addressed under former Article XII.
	The material in former Article IX (Directors Fees) is now addressed in Article IV, Sections 16 and 17.

The foregoing description of the changes within the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the prior Bylaws, a copy of which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 5, 2010 and which is incorporated by reference into this Item 5.03, and the Amended and Restated Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.2 and is incorporated by reference into this Item 5.03.

Item 5.05 Amendment of and Waivers to Code of Ethics

On April 29, 2011, the Board of Directors of the Company adopted amendments to the Company’s Code of Business Conduct and Ethics (the “Code”). These amendments were made to, among other things: (i) refine the Code’s provisions on conflicts of interest and company opportunities; (ii) add provisions specifically addressing fraudulent activity, integrity of accounting records, and certain legal and regulatory obligations; (iii) designate additional individuals to whom suspected Code violations may be reported; (iv) include a duty to cooperate in internal investigations; (v) provide a definition of Code “waivers” consistent with that provided under Instruction 2 to Item 5.05 of SEC Form 8-K; and (vi) make certain additional changes for the purposes of clarification.

The foregoing summary of the amendments to the Code does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Code, as amended, a copy of which is attached as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.05.

The Code applies to all of the Company’s directors, officers and employees. Amending the Code did not result in a waiver or implicit waiver (as defined in Instruction 2 to Item 5.05 of Form 8-K) of the prior Code. The amended Code has been posted under “Corporate Governance” in the Investor Relations section of the Company’s website, www.anico.com.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on April 29, 2011 (the “Annual Meeting”). Results of stockholder voting at the Annual Meeting are set forth below.

Proposal 1. The stockholders elected the following individuals as Directors of the Company, to serve until the next Annual Meeting of Stockholders:

Director Name	Votes For		Votes Withheld		Broker Non-Votes
Arthur O. Dummer		25,187,802		126,563		205,566
Dr. Shelby M. Elliott		24,703,211		611,154		205,566
G. Richard Ferdinandtsen		24,991,313		323,052		205,566
Frances Anne Moody-Dahlberg		24,977,026		337,339		205,566
Robert L. Moody, Sr.		24,296,437		1,017,928		205,566
Russell S. Moody		23,752,956		1,561,409		205,566
William L. Moody IV		23,843,587		1,470,778		205,566
Frank P. Williamson		25,106,641		207,724		205,566
James D. Yarbrough		24,264,369		1,049,996		205,566

Proposal 2. The stockholders approved, in a non-binding advisory vote, the compensation of the named executive officers disclosed in the “Executive Compensation” section of the Company’s proxy statement dated March 31, 2011 relating to the Annual Meeting. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
24,316,753	820,247	177,365	205,566

Proposal 3. The stockholders approved, in a non-binding advisory vote, a frequency of every three years for future advisory votes on executive compensation. The results of the vote were as follows:

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
3,806,186	23,803	21,298,163	186,213	205,566

Proposal 4. The stockholders ratified the selection of KPMG LLP as the Company’s auditors for 2011. The results of the vote were as follows:

For	Against	Abstain	Broker Non-Votes
26,153,352	8,719	8,383	—

Item 9.01 Financial Statements and Exhibits.

No.	Exhibit
3.2	Amended and Restated Bylaws of American National Insurance Company, effective April 29, 2011.
14.1	American National Insurance Company Code of Business Conduct and Ethics, as amended April 29, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICAN NATIONAL INSURANCE COMPANY
By:	/s/ John J. Dunn, Jr.
	Name:	John J. Dunn, Jr.
	Title:	Executive Vice President and Corporate Chief Financial Officer

Date: May 4, 2011

EXHIBIT INDEX

Exhibit No.	Description
3.2	Amended and Restated Bylaws of American National Insurance Company, effective April 29, 2011.
14.1	American National Insurance Company Code of Business Conduct and Ethics, as amended April 29, 2011

EX-3.2

Exhibit 3.2

AMERICAN NATIONAL INSURANCE COMPANY
GALVESTON, TEXAS

AMENDED AND RESTATED BYLAWS
(Adopted April 29, 2011)

ARTICLE I

NAME AND PURPOSE

The name of this corporation shall be American National Insurance Company (the “Company”), and its purpose shall be as stated in the Company’s Articles of Incorporation, as may be amended and restated from time to time.

ARTICLE II

OFFICES

Section 1. Home Office. The general Home Office of the Company shall be in the City of Galveston, Galveston County, Texas.

Section 2. Other Offices. The Company may also have such other offices, within or without the State of Texas, where the Company is qualified to do business, that the Board of Directors may from time to time designate or the business of the Company may require.

ARTICLE III

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting of the Stockholders. The Annual Meeting of the Stockholders shall be held in the City of Galveston, Texas, or at such other place within or without the State of Texas as may be from time to time determined by the Board of Directors, on April 30 of each year (provided that if April 30 is a legal holiday, then such meeting shall be held on the Friday immediately preceding such legal holiday) or on such other day prior to April 30 as shall be determined from time to time by the Board of Directors. At said Annual Meeting of the Stockholders, Directors will be elected and any other business may be transacted that is within the powers of the stockholders.

Section 2. Special Meetings. Special meetings of the stockholders may be called by the Chairman of the Board or the President and shall be called by the Secretary upon written request, stating the purpose or purposes therefor, by a majority of the Directors, or by stockholders holding or representing not less than thirty-five percent of the outstanding stock.

Section 3. Conduct of Meetings. At every meeting of the stockholders, the Chairman of the Board, or in his absence, the President or any other officer of the Company designated by the Chairman of the Board or the President, may act as chairman of the meeting. The Secretary of the Company, or in the Secretary’s absence, an Assistant Secretary, may act as secretary of all meetings of the stockholders. In the absence of the Secretary or Assistant Secretary, the chairman of the meeting may appoint another person to act as secretary of the meeting. The conduct of any meeting of the stockholders and the determination of procedure shall be within the absolute discretion of the chairman of the meeting. Accordingly, in any meeting of stockholders or part thereof, the chairman of the meeting shall have the sole power to determine appropriate rules or to dispense with theretofore prevailing rules.

Section 4. Notice of Meetings. Notice stating the place, day and hour of any meeting of stockholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by the Secretary to all stockholders entitled to vote, at least ten days, but no more than sixty days, in advance of the date for such meeting, except as otherwise provided by the Texas Business Organizations Code (the “TBOC”). Notice will be given to each stockholder, either personally, by mail, facsimile, electronic mail or other means of electronic transmission as may be permitted under the TBOC. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his or her address as it appears on the share transfer records of the Company.

Section 5. Record Date. The Board of Directors may fix in advance a date as the record date for any determination of stockholders entitled to notice of and to vote at any meeting of the stockholders, or stockholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Company of any of its own shares) or a share dividend; provided, however, that such record date may not be more than sixty days nor less than ten days before the date of such meeting.

If no record date is fixed for the determination of stockholders entitled to notice of and to vote at a meeting of the stockholders, or stockholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Company of any of its own shares) or a share dividend, the date on which notice of the meeting is sent or the date on which the resolution of the Board of Directors declaring the distribution or share dividend is adopted, as the case may be, is the record date for determination of stockholders.

Section 6. Adjourned Meetings. When a meeting of stockholders is adjourned for thirty days or more, notice of the adjourned meeting will be given as in the case of an original meeting. When a meeting is adjourned for less than thirty days, it is not necessary to give any notice of the time and place of reconvening the adjourned meeting or of the business to be transacted at the meeting other than by announcement at the meeting at which the adjournment is taken.

When any determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this Article III, that determination will apply to any adjournment of the meeting.

Section 7. Voting List. Not later than the eleventh day before each meeting of stockholders, the Secretary of the Company shall make a complete list of the stockholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. The list will be kept on file at the Home Office of the Company for a period of ten days before the meeting and will be available to inspection by any stockholder at any time during usual business hours. The list will also be produced and kept open at the time and place of the meeting and will be available, during the whole time of the meeting, to the inspection of any stockholder.

Section 8. Quorum. The presence in person or by proxy of the persons entitled to vote a majority of the Capital Stock represented at any meeting of the stockholders shall constitute a quorum. Abstentions and broker non-votes will be counted for the purpose of determining the presence or absence of a quorum. Once a quorum is present at a meeting of the stockholders, the subsequent withdrawal from the meeting of any stockholder, or the refusal of any stockholder represented in person or by proxy to vote, will not affect the presence of a quorum. The stockholders represented in person or by proxy at the meeting may conduct business that is properly brought before the meeting until it is adjourned. In the absence of a quorum, any meeting of the stockholders may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or by proxy, but no other business may be conducted.

Section 9. Voting. At any meeting of the stockholders, each stockholder having the right to vote shall be entitled to one vote for each share of the subscribed Capital Stock held by such stockholder. A stockholder may vote either in person or by proxy, pursuant to the provisions of the TBOC.

Section 10. Number of Votes Necessary to Take Action. The vote of the holders of a majority of the shares entitled to vote and represented at a meeting at which a quorum is present will be the act of the stockholders’ meeting for purposes of the election of directors and other actions considered by the stockholders, unless the TBOC or other applicable law requires a specified portion of such shares greater than a majority for particular action to be taken, in which case action shall require such specified portion. Abstentions and broker non-votes on matters on which there is a vote at any meeting will not be counted as votes for or against such matters.

Section 11. Inspectors of Election. The chairman of each stockholders’ meeting shall appoint one or more persons to act as inspectors of election. The inspectors of election shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, and the existence of a quorum. The inspectors will also count and tabulate all votes, report the result of voting, and perform such other duties as may be required by the chairman of the meeting.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Powers. The business and affairs of the Company and all corporate powers will be exercised by or under authority of the Board of Directors, subject to limitations imposed by applicable law, the Articles of Incorporation or these Bylaws as to action that requires authorization or approval of the stockholders of the Company.

Section 2. Number of Directors. The number of Directors of the Company shall be determined from time to time by the Board of Directors, but shall not be less than seven, nor more than fifteen. A Director need not be a resident of the State of Texas or a stockholder of the Company. A reduction in the authorized number of Directors will not remove any Director before the expiration of that Director’s term of office.

Section 3. Term of Office. Each Director of the Company shall hold office for one year and until his successor is elected or until his earlier death, retirement, resignation or removal.

Section 4. Vacancies. Vacancies occurring on the Board of Directors may be filled by a majority of the remaining Directors. Each Director so elected will hold office until a successor is elected at any annual or special meeting of the stockholders. Vacancies occurring because of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of one or more Directors by the stockholders; however, the Board of Directors may not fill more than two vacancies created by an increase in the number of Directors during the period between any two successive Annual Stockholders’ Meetings.

Section 5. Annual Meeting. The Directors shall hold an Annual Meeting for the election of officers and such other business that may come before them immediately upon the adjournment of the Annual Stockholders’ Meeting, and they shall also have four regular meetings, the first three of which shall be held on the last Thursday of the months of February, July and October, and the fourth of which shall be held on the second or third Friday of December as the Directors shall determine; provided that if any of such last Thursdays shall fall on a holiday observed by the Company, then such meeting shall be held on the weekday immediately preceding such holiday; and provided further that the Board may, at any special or regular meeting, cancel one or more subsequent regular meetings or it may reschedule the date of one or more subsequent regular meetings, and the Chairman of the Board and the President, acting jointly between meetings, may cancel or reschedule not more than two successive regular meetings; but in any event, the Secretary shall give notice to all Directors that one or more specified regular meetings have been canceled or rescheduled for stated dates; and such notice shall be given by the Secretary to each Director as soon as practicable after cancellation or rescheduling of one or more such regular meetings, either personally, by mail, facsimile, electronic mail or other means of electronic transmission as may be permitted under the TBOC. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to each Director at his or her last known address.

Section 6. Special Meetings. A special meeting of the Directors may be held at any time, upon call of the Chairman of the Board, the President, or a majority of the Directors. Notice of such special meeting shall be given by the Secretary to each Director, either personally, by mail, facsimile, electronic mail or other means of electronic transmission as may be permitted under the TBOC, at least four days in advance of the date of such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to each Director at his or her last known address.

Section 7. Place of Meetings. All meetings of the Directors shall be held at the office of the Company in the City of Galveston, or at such other place designated by the Board of Directors.

Section 8. Quorum. A majority of the duly elected Directors shall constitute a quorum for the transaction of business.

Section 9. Majority Action. Every act or decision done or made by a majority of the Directors present at any duly held meeting at which a quorum is present is an act of the Board of Directors. Each Director who is present at any such meeting will be deemed to have assented to any action taken at such meeting unless the Director’s dissent to the action is entered in the minutes of the meeting, or unless the Director files a written dissent to the action with the Secretary of the meeting before adjournment or forwards that dissent by registered mail to the Secretary of the Company immediately following adjournment of the meeting.

Section 10. Action by Consent of Board Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all Directors individually or collectively consent in writing to the action. The written consent or consents will be maintained with the minutes of the proceedings of the Board in any form of media permitted by law. Any action by written consent will have the same force and effect as a unanimous vote of the Directors. Any certificate or other document filed under any provision of the TBOC that relates to action so taken must state that the action was taken by unanimous written consent of the Board of Directors without a meeting.

Section 11. Telephone Meetings. Subject to the provisions for notice required by these Bylaws and the TBOC for notice of meetings, Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Participation in the meeting constitutes presence in person at the meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 12. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the whole Board, create an Executive Committee and designate the members thereof. All members of such Committee shall serve at the pleasure of the Board.

The Executive Committee shall have full powers and authority on behalf of the Board of Directors to consider and make decisions on matters and issues that require Board of Director approval, or for which Board of Director approval is appropriate, which arise between meetings of the Board of Directors. In addition, without limiting such power and authority, the Executive Committee shall also have such other specific powers and shall perform such other specific duties as the Board of Directors may, from time to time, delegate to the Executive Committee by resolution. Provided, however, the Executive Committee shall have no authority with respect to matters where action of the Board of Directors is required to be taken by the TBOC or other applicable law. The delegation of power and authority to the Executive Committee shall include the authority to authorize a distribution or to authorize the issuance of shares of the Company.

The Executive Committee shall be organized and shall perform its functions as directed by the Board of Directors, and minutes of all meetings of the Executive Committee shall be recorded and maintained. Any action taken by the Executive Committee within the course and scope of its authority shall be binding on the Company.

The membership of the Executive Committee may, from time to time, be increased or decreased and the powers and duties of the Committee may, from time to time, be changed by the Board of Directors as it may deem appropriate. The Executive Committee may be discontinued at any time by the vote of a majority of the Board of Directors.

Section 13. Other Committees. The Board of Directors may, by resolution adopted by a majority of the Board, designate one or more committees of Directors and/or officers to conduct the business and affairs of the Company, to the extent authorized by the resolution. The Board of Directors by majority vote has the power at any time to change the powers and members of any committee and to fill vacancies and to discontinue any committee. Members of any committee may receive such compensation as the Board of Directors may from time to time provide. The designation of any committee and the delegation of authority to the committee does not relieve the Board of Directors, or any Director, of any responsibility imposed by law.

Section 14. Dividends. Subject to the Articles of Incorporation and applicable law, the Board of Directors may, from time to time, at any regular or special meeting, declare and order paid out of the Company’s current earnings or surplus or both, dividends, either in cash or stock.

Section 15. Advisory Directors. The Board of Directors may appoint one or more Advisory Directors who shall serve at the pleasure of the Board. Advisory Directors may attend all meetings of the Board of Directors and shall be entitled to the same compensation and benefits as members of the Board of Directors. Advisory Directors shall have an advisory role only, and shall not be entitled to set policies for the Company or to vote at meetings of the Board of Directors, nor shall an Advisory Director be counted as or considered a Director for purposes of determining a quorum or for any other purpose. Service as an Advisory Director shall be counted together with service as a Director for purposes of determining eligibility for any benefits based upon years of service. An Advisory Director of the Company shall be entitled to indemnification by the Company as provided in the Articles of Incorporation or Article VIII herein.

Section 16. Directors’ Fees. All Directors who are not full-time salaried officers shall be paid a basic fee for each year or part of a year they serve as Directors of the Company. Such basic fee will be set from time to time by the Board and shall be payable in a lump sum immediately after the election of a Director. In addition, all Directors who are not full-time salaried officers shall be paid an amount set by the Board from time to time for each Board meeting or committee meeting attended, payable after each meeting.

Any Directors who are full-time salaried officers shall not be paid a fee for attendance at any regular or special meeting of the Board of Directors.

Section 17. Directors’ Expenses. The necessary expenses incurred by the Directors and Advisory Directors in attending the meetings of the Board of Directors, and also their necessary expenses when absent from the place of their residence in the discharge of the official duty of the Company’s business shall be paid by the Company.

ARTICLE V

OFFICERS

Section 1. Number and Title. The officers of the Company shall consist of a Chairman of the Board, a President, a Corporate Chief Financial Officer, one or more Vice Presidents, a Secretary and one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers, and General Counsel. One person may hold more than one office, except that the offices of President and Secretary may not be held by the same person.

The Board of Directors may from time to time create additional offices and elect persons to fill such offices. The Board may delegate to any officer such duties as the Board may deem appropriate.

Section 2. Election and Term of Office. The officers of the Company shall be elected annually by the Board of Directors and shall hold office until their successors are elected or appointed and qualify, or until their earlier death, retirement, resignation or removal from office.

Section 3. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Directors, at any regular or special meeting of the Board, or by any committee or officer to whom that power of removal may be delegated by the Board of Directors; provided, however, that the removal is without prejudice to the contract rights, if any, of the person removed. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Company. Any resignation will take effect at the date of the receipt of that notice or at any later time specified in it, and, unless otherwise specified in the notice, the acceptance of that resignation will not be necessary to make it effective.

Section 4. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and Board of Directors, subject to Article III, Section 3 of these Bylaws. He shall have responsibilities for the general supervision and direction of the business and affairs of the Company and shall see that all orders and resolutions of the Board are carried into effect. He shall also do such other things, perform such other duties and have such other powers usually incident to the office of the Chairman of the Board of a corporation and as these Bylaws, the Board of Directors or Executive Committee may from time to time prescribe.

Section 5. President. The President shall be responsible for the implementation of the details of managing the business and affairs of the Company. He shall also do such other things, perform such other duties and have such other powers usually incident to the office of the President of a corporation and as the Board of Directors or Executive Committee may from time to time prescribe. The President, in the absence and/or disability of the Chairman of the Board, shall perform the duties and exercise the powers of the Chairman of the Board.

Section 6. Corporate Chief Financial Officer. The Corporate Chief Financial Officer shall be the principal financial officer of the Company, having overall supervision of the financial operations of the Company. He shall perform all other duties and have such other powers usually incident to the office of the Chief Financial Officer of a corporation and as the Board of Directors or the President may from time to time prescribe. The Corporate Chief Financial Officer shall report directly to the President.

Section 7. Vice Presidents. The Board of Directors may elect one or more Senior Executive Vice Presidents, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, and one or more Assistant Vice Presidents. Each of such Vice Presidents shall perform such duties and have such powers as the Board of Directors, President or a more senior Vice President may from time to time prescribe.

Section 8. Secretary and Assistant Secretary. The Secretary shall attend the meetings of the stockholders, Board of Directors, and all committees of the Board of Directors, keeping a full account of their proceedings, and furnishing such information, accounts, and papers as may be required and calling to their attention any matter coming under his province on which their action is needed. He shall have custody of the corporate seal with authority to affix the same, attested by his signature, to all instruments requiring execution under seal. He shall perform such other duties and have such other powers usually incident to the office of the Secretary of a corporation and as the Board of Directors or the President may prescribe. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, President, or Secretary.

Section 9. Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Company’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated pursuant to resolutions adopted by the Board of Directors. The Treasurer shall disburse the funds of the Company, taking proper vouchers for such disbursements, and shall render to the President, Corporate Chief Financial Officer or Board of Directors, at regular meetings or when required, an account of all his transactions as Treasurer. The Treasurer shall perform all other duties and have such other powers usually incident to the office of the Treasurer of a corporation and as the Board of Directors, President or Corporate Chief Financial Officer may from time to time prescribe. The Assistant Treasurer, or if there be more than one, the Assistant Treasurers, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, President, Corporate Chief Financial Officer or Treasurer.

Section 10. General Counsel. General Counsel, which may be a firm of attorneys, shall, subject to the instructions of the Board of Directors, have charge and control of the legal business and affairs of the Company; shall give legal advice pertaining to the Company’s business submitted to Counsel by any officer of the Company, by the Chairman of the Board of Directors, or by the Chairman of any committee of the Board of Directors; shall prepare or cause to be prepared legal documents and papers for the Company; shall, at the request of the Chairman of the Board or the President, attend any meeting of the Board of Directors or any committee of the Board of Directors; and shall perform such other services as are necessary or appropriate in the discharge of the Counsel’s responsibilities with respect to the business and affairs of the Company.

ARTICLE VI

FIDELITY BOND

The Board of Directors shall require a Fidelity Bond, in an amount fixed by such Board of Directors and payable to the Company, on all officers and employees, conditioned that each will well and faithfully discharge the duties of his office and account for all the Company’s monies coming into his hands.

ARTICLE VII

CAPITAL STOCK

Section 1. Amount, Class and Par Value. The amount, classes and par value of the stock of the Company shall be as stated in the Company’s Articles of Incorporation, as such articles may be amended and restated from time to time.

Section 2. Form and Issuance. Shares for the Capital Stock of the Company may be certificated or uncertificated. Any certificates representing such shares shall be in such form as is approved by resolution of the Board of Directors. Any such certificates shall be signed by the Chairman of the Board or the President and the Secretary and may contain an impression of the corporate seal of the Company or a facsimile thereof. The signatures of the Chairman of the Board or the President and the Secretary may be facsimile.

Section 3. No Fractional Shares. The Company will not issue fractions of a share either originally or on transfer.

Section 4. Transfers of Shares. Owners of shares of the Capital Stock of the Company and transfers of such shares shall be recorded upon the transfer records of the Company kept at an office of the Company or by transfer agents designated by the Board of Directors to transfer shares of the stock of the Company. In the case of stock represented by certificates, the Board of Directors may require that any certificate of stock be returned and canceled before a new certificate is issued in the name of the person to whom the transfer is to be made. The Company shall be entitled to treat the holder of record of any shares of the Capital Stock of the Company as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or any rights deriving from such shares on the part of any other person, including without limitation a purchaser, assignee or transferee, unless and until such other person becomes the holder of record of such shares, whether or not the Company shall have either actual or constructive notice of the interest of such other person.

Section 5. Lost, Stolen or Destroyed Certificates. Any person claiming a share certificate to be lost, stolen or destroyed shall (i) make an affidavit of fact in such manner as the Board of Directors may require, and (ii) if so required by the Board of Directors, make proof of loss, theft or destruction in such manner as it shall require and/or give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed. The Company may direct the issuance of a new certificate or certificates of stock or of uncertificated shares in place of any certificate or certificates previously issued by the Company alleged to have been lost, stolen or destroyed.

ARTICLE VIII

INDEMNIFICATION

Section 1. General. This Article VIII is intended to provide, to the fullest extent permitted by law, indemnification and advancement of expenses to each “Indemnified Person” as defined below. If any provision of this Article or the application of this Article to any person or circumstance shall be found to be invalid or unenforceable, the remainder of this Article or the application of this Article to any person or circumstance which is not invalid or unenforceable shall not be affected, and each provision of this Article shall be valid and enforced to the fullest extent permitted by law.

Section 2. Indemnified Persons. Throughout this Article VIII, “Indemnified Person” shall mean any individual or firm who is or was a director, advisory director, officer or employee of the Company, including, but not limited to, any individual or firm who is or was serving at the request of the Company as a director, advisory director, officer, partner, trustee, administrator or employee of any majority-owned subsidiary or an employment benefit plan of the Company. An “Indemnified Person” shall also include any person entitled to mandatory indemnification under the TBOC.

Section 3. Right to Indemnification. Without limiting the generality of Section 1 of this Article VIII, to the fullest extent permitted by, and in accordance with the procedures established in, the TBOC, the Company shall indemnify any Indemnified Person against any liabilities, judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the Indemnified Person in connection with any proceeding in which the Indemnified Person was, is, or is threatened to be made a named defendant or respondent because of the Indemnified Person’s service to the Company or at the Company’s request.

Section 4. Advancement of Expenses. Without limiting the generality of Section 1 of this Article VIII, to the fullest extent permitted by, and in accordance with the procedures established in, the TBOC, the reasonable expenses of an Indemnified Person who was, is, or is threatened to be made a named defendant or respondent in a proceeding for which indemnification shall be provided pursuant to this Article VIII shall be paid or reimbursed by the Company in advance of the final disposition of the proceeding. Further, the Company shall pay or reimburse expenses actually incurred by an Indemnified Person in connection with his or her appearance as a witness or other participation in a proceeding arising out of the Indemnified Person’s service to the Company or at the Company’s request, whether or not the Indemnified Person is a named defendant or respondent in the proceeding.

Section 5. Changes in Law. This Article VIII shall be deemed to incorporate by reference any future amendments, additions to, or judicial or administrative interpretations of applicable law that provide a fuller extent of indemnification or advancement of expenses to Indemnified Persons.

Section 6. Miscellaneous. The indemnification and advancement of expenses provided for in this Article VIII are not exclusive of any other rights to which Indemnified Persons may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Any repeal or modification of all or part of this Article by the Directors or stockholders of the Company shall not adversely affect any right or protection of an Indemnified Person existing at the time of such repeal or modification. The right to indemnification provided under this Article shall inure to the benefit of the heirs, administrators, executors, and assigns of any Indemnified Person. This Article VIII is not intended to limit, and shall not be construed as limiting, the Company’s permissive indemnification, consistent with the TBOC, of persons who are not Indemnified Persons.

Section 7. Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any Indemnified Person against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Article VIII.

ARTICLE IX

GENERAL PROVISIONS

Section 1. Waiver of Notice. Whenever by statute, the Articles of Incorporation, these Bylaws or otherwise, notice is required to be given to a Director, committee member or stockholder, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 2. Books and Records. The Company shall keep books and records of account and shall keep minutes of the proceedings of its stockholders, its Board of Directors, and each committee of its Board of Directors. Any books, records, minutes, and stock ledgers may be in written paper form or in any other form of media capable of being converted into written paper form within a reasonable time.

Section 3. Pronouns. All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

Section 4. Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board of Directors and unless otherwise fixed, shall be the calendar year ending December 31.

Section 5. Corporate Seal. The seal of the Company shall be such as from time to time may be approved by the Board of Directors.

Section 6. Amendments. These Bylaws may be amended, altered or repealed and additional Bylaws enacted at any Annual Meeting of the Stockholders or any regular meeting of the Board of Directors, or at any special or rescheduled meeting of either, if in the notice for such special or rescheduled meeting there is incorporated notice of the proposed action.

End of Bylaws

EX-14.1

Exhibit 14.1

AMERICAN NATIONAL INSURANCE COMPANY
CODE OF BUSINESS CONDUCT AND ETHICS

This Code of Business Conduct and Ethics (the “Code”) applies to all officers, employees, and directors of American National Insurance Company (“American National”) and its direct and indirect subsidiaries (together with American National, the “Company”). All references in this Code to “you” and “we” are intended to include such persons.

This Code provides guidance on how to maintain the Company’s commitment to being ethical in all of its business dealings. In all Company matters, you must abide by the ethics and compliance principles set forth in this Code as well as all other applicable corporate policies and procedures. The general principles expressed in this Code are supplemented by the more specific provisions of the Code and by applicable corporate policies and procedures. Violations of the Code or other policies are subject to disciplinary action, up to and including termination. In some cases, civil and criminal penalties may also apply.

You are expected to understand and comply with the policies set forth in this Code. Accordingly, you should read the Code carefully to make sure you understand all of the provisions of the Code, the consequences of not complying with the Code, and the importance of the Code to the Company’s continuing success. You will be required to complete a statement of compliance periodically, pledging that you have read and understood this Code and that you will abide by all of its provisions.

This Code cannot anticipate every possible situation or cover every topic in detail. The central concept of the Code is to confirm the Company’s commitment to the principles of ethical and lawful business conduct, and all of our business decisions should be evaluated in this light. The business endeavors of the Company must be conducted in accordance with the highest ethical and moral standards, avoiding any activity or transaction which would be in contravention of the law. It is important for all of us to remember that the Company’s success depends in large measure upon public confidence in our integrity and principled business conduct.

I. Conflicts of Interest

You owe a duty of loyalty and a duty of care to the Company. A conflict of interest exists when your private interests interfere in any way with the interests of the Company as a whole. A conflict of interest may arise when you take actions or have personal interests that are incompatible with the interests of the Company or that may make it difficult for you to perform your work objectively and effectively. The basic principle to be observed is that your corporate position should not be used to make a personal profit. You are expected to exercise prudent judgment in the interpretation of this Code and be alert to any situation that might be subject to question.

Examples of Conflicts of Interest

The following is a non-exhaustive list of transactions that may result in a conflict of interest:

1.	The direct or indirect acceptance of a commission, fee, expense payment, gift, or other pecuniary benefit, from any source other than the Company on account of, in connection with, or in any way related to any person or firm with whom the Company has existing or potential business contracts or investment interests, other than (i) an article of nominal value ordinarily given for sales promotion, (ii) occasional and reasonable business meals, entertainment, or gifts of common business courtesy, any of which shall be consistent with local social and industry custom, (iii) a gift of a personal nature from a personal friend or relative unrelated to your service to the Company, or (iv) a loan from a financial institution on customary market terms;
2.	The ownership or acquisition, either directly or indirectly, of a material interest in any outside concern which does business with the Company or in any real or personal property which the Company is purchasing, leasing, or selling, or on which the Company is making or has an outstanding loan; and
3.	The holding of an office in, or the direct or indirect ownership of a material interest in any competitor of the Company.

Transactions determined by the American National Code of Ethics Committee to present a material conflict of interest are prohibited unless approved in accordance with Article V below. Prior to engaging in a transaction that presents even the appearance of a conflict of interest, you are strongly encouraged to present the proposed transaction to the Code of Ethics Committee so that the committee may determine whether a conflict of interest exists or provide other direction as it deems appropriate. A transaction not presented for consideration that is later determined by the Code of Ethics Committee to present a material conflict of interest will be in violation of the Code.

For advice regarding a proposed transaction, you may reach the Code of Ethics Committee by contacting its Chairman (the American National Senior Executive Vice President and Chief Administrative Officer) or its Secretary (the American National Senior Vice President, Corporate Affairs and Chief Corporate Compliance Officer), or through the General Counsel of American National Property and Casualty Company or the General Counsel of the Farm Family companies.

Transactions that are “related party transactions” under applicable rules of the NASDAQ Stock Market and the Securities and Exchange Commission (the “SEC”) are subject to specific approval and disclosure requirements, including review by the Audit Committee of the American National Board of Directors. Any transaction that is approved by the Audit Committee shall not be considered a conflict of interest transaction for purposes of the Code, nor shall any such approval be considered a waiver of the Code.

Company Opportunities

During the course of your service to the Company, you could be presented with business opportunities through the use of Company property or information or because of your position with the Company. In situations in which (i) such an opportunity is within the Company’s lines of business, (ii) such an opportunity is consistent with the Company’s target markets and business plan, and (iii) the Company is in a position to exploit such an opportunity, you must permit the Company to pursue the opportunity. If the Company declines the opportunity or otherwise consents to your pursuit of the opportunity, you may pursue it yourself or direct it to others on substantially the same terms and conditions as originally proposed and consistent with the other ethical guidelines established by this Code and Company policies.

II. Integrity

You are required to act honestly and deal fairly and ethically in all of the Company’s business relationships, whether with its policyholders, customers, suppliers, competitors, or other Company personnel. This requirement goes beyond mere compliance with the law. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair or unethical practice.

Compliance

You must comply fully with this Code and all applicable federal, state, and local laws, rules, and regulations that govern the Company’s business. Because the laws that are applicable to the Company’s business are often very complex, and penalties for violations can be severe, you should discuss any legal questions that you may have with your supervising Company officer, who may refer your question to the Company’s legal counsel. If you suspect or become aware of a violation of such laws or this Code by a Company director, officer, or employee, it is your responsibility to report this immediately in accordance with the provisions of Section IV below.

Company Policies — The Company maintains a number of policies that are designed to assist employees in complying with applicable law in the conduct of the Company’s business. These include, for example, applicable policies on anti-money laundering, workplace harassment, equal employment opportunity, and privacy of personal information, which are described in other written Company policies available to you.

Insider Trading — The Company is subject to federal and state restrictions regarding the dissemination of Company information to the investing public and regarding the use of material inside information in connection with the purchase or sale of the Company’s securities, so-called insider trading. Insider trading is both unethical and illegal. The Company has adopted a specific and detailed policy relating to insider trading.

Antitrust Laws — The Company is committed to competing fairly and in compliance with applicable antitrust laws. Antitrust laws are designed to preserve and foster free and open competition and thereby assure reasonable prices, efficient services, and a productive economy. Activities that reduce or limit free and open competition are subject to antitrust scrutiny. For example, the Company may not agree with competitors to fix prices or terms of products, to designate pre-determined geographical areas where each will do business, to allocate distribution methods or products, or to boycott anyone.

Felony Convictions — The Violent Crime Control and Law Enforcement Act is a federal law that includes provisions regulating the involvement in the insurance business of individuals who have been convicted of a felony involving dishonesty or breach of trust. In order to comply with this law, the Company requires you to notify the Company immediately if you have been convicted of any felony or if you have knowledge that another Company director, officer, employee or agent has been convicted of any such felony.

Bribery and Other Improper Payments

The Company must maintain high ethical and professional standards in dealings with government officials and members of the private sector. Accordingly, you must not, on behalf of the Company, directly or indirectly promise, offer or give money, gifts or favors to anyone, including any government official, agent, or employee of any government, political party, labor organization or business entity, or any candidate of a political party, with the intent to induce favorable business treatment or to improperly affect business or government decisions. This prohibition does not restrict your individual, personal right to make lawful contributions of your own funds to any organization or political candidate you wish. In addition, you must comply with the rules applicable to any governmental agency with which you are dealing.

For purposes of this paragraph, a “gift or favor” to an agent or employee of a business entity shall not include (i) an article of nominal value ordinarily given for sales promotion, (ii) occasional and reasonable business meals, entertainment, or gifts of common business courtesy, any of which shall be consistent with local social and industry custom, or (iii) a gift of a personal nature to a personal friend or relative unrelated to your service to the Company.

Fraudulent Activity

You may not deprive anyone of money, property, or services through fraudulent activity or theft. Such conduct is in violation of Company policy and the law. Every employee has an obligation to act to detect, deter, and prevent fraudulent and dishonest activities. If you discover facts that may indicate fraudulent or dishonest activity, you must report the discovery immediately in accordance with Section IV below.

Full, Fair, Accurate, Timely and Understandable Disclosure

It is Company policy to make full, fair, accurate, timely, and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, applicable regulatory bodies and in all other public communications made by the Company.

Concerns Regarding Accounting and Auditing Matters

To ensure the integrity of our accounting records, all entries to the Company’s books must be prepared in a timely manner with accuracy and honesty. They must also be supported by adequate documentation to provide a complete, accurate, and auditable record of the transactions they describe. It is vital, therefore, that no asset, liability, revenue, expense or any funds of the Company be concealed or incompletely recorded. This is not only the responsibility of the Company’s accountants who record transactions but the responsibility of every employee who contributes in some way to creating the records the Company keeps by preparing expense reports, time records, activity reports, and similar records.

The public relies on the role of our independent public accountants in auditing our financial information. You may not take any action to influence, mislead, coerce, or manipulate the Company’s or its subsidiaries’ independent public accountants for the purpose of rendering the financial statements of the Company misleading.

The Audit Committee of the American National Board of Directors has established written procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, and for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. The Audit Committee Complaint Procedures are available on the intranet maintained by American National for its employees, as well as through American National’s internet website (www.anico.com). Employees may also report concerns regarding questionable accounting or auditing matters through the reporting channels provided under Section IV of this Code.

III. Protection of Company Assets

Company Assets

You may not use Company property or information for personal gain. You must protect the Company’s assets and ensure their efficient and appropriate use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets must be used and maintained in accordance with applicable Company policies and procedures.

Confidentiality and Privacy Policies

You may have access to extensive files of information regarding policyholders, customers, service providers, employees, and consultants. Much of this information is confidential, and we have an obligation to keep it that way. In this regard, information about our past, present, and prospective policyholders is particularly sensitive. They must be able to trust that we will treat such information with care and not disclose it except as may be required or permitted by law. Applicable Company policies govern the use, disclosure, and management of confidential policyholder information and confidential Company financial information.

Corporate Information Management

The information systems activity of the Company is to be conducted in a secure environment. Information systems have become an integral part of all business and administrative processes of the Company. As such, the security, reliability, and integrity of the associated data, processes, and systems are of vital importance. Applicable Company policies set forth the guiding principles for ensuring such security, reliability, and integrity.

IV. Administration and Enforcement of the Code

The American National Code of Ethics Committee (the “Committee”) shall administer the Code. The members of the Committee shall be appointed by the President of American National. The Committee shall establish written policies with respect to (i) documenting reports of suspected Code violations; (ii) investigating suspected Code violations; (iii) reporting the resolution of suspected Code violations; and (iv) such other matters as the Committee deems advisable to carry out the intents and purposes of the Code.

Reporting of Violations of the Code

If you have knowledge or suspicion of a violation of this Code, you must immediately report it to one or more of the following:

• The Company’s compliance hotline (described below);

• Your supervisor, who shall promptly report the suspected violation to one or more of the officers named below;

• The Senior Vice President, Corporate Affairs and Chief Corporate Compliance Officer of American National;

• The Senior Vice President, Human Resources, of American National;

• The General Counsel of American National Property and Casualty Company;

• The General Counsel of the Farm Family companies; or

• An officer of American National’s Internal Audit Staff.

Any of the foregoing officers who has knowledge or suspicion of a violation of this Code, or who has received a report of suspected conduct that may violate this Code, shall notify the Committee in accordance with the Committee’s written policies; provided, however, that suspected violations of regulatory requirements or Company policies not involving alleged misconduct by a Company officer or director may be addressed by the foregoing designated Company officers, consistent with each such officer’s scope of authority, without reporting to the Committee.

You may report suspected violations of the Code anonymously. A supervisor who receives a report of a suspected Code violation from an individual requesting anonymity must honor such request when communicating the suspected violation to one or more of the officers designated above.

The Company will not permit retaliation for reports made in good faith.

Compliance Hotline

The Company has established a toll-free 24-hour telephone hotline for employees to report possible violations of the Code, Company policy, or applicable law. The American National Senior Vice President, Corporate Affairs and Chief Corporate Compliance Officer shall ensure that the number of the compliance hotline is prominently publicized throughout the Company, including on all printed copies of the Code distributed to employees.

Disciplinary Action for Noncompliance

The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with this Code and to halt any such conduct as soon as reasonably possible after its discovery. Company personnel who violate this Code or other Company policies and procedures may be subject to disciplinary action up to and including termination. In appropriate circumstances, the Company may pursue civil remedies and/or seek criminal prosecution.

Certification of Compliance

You will be required to complete a certification upon first accepting a position with the Company and periodically thereafter acknowledging your understanding of, and compliance with, this Code.

Duty to Cooperate

You are required to cooperate fully with internal investigations regarding alleged or suspected violations of the Code or other Company policies and procedures, including truthfully disclosing all relevant information.

V. Waivers of the Code

A “waiver” of the Code is an approval by the Company of a material departure from the provisions of the Code. An “implicit waiver” results when the Company fails to take action within a reasonable period of time regarding a material departure from the provisions of the Code that has been made known to an American National executive officer.

Any waiver, including an implicit waiver, of the Code for directors or executive officers of American National must receive approval of the American National Board of Directors. Any such waivers, along with the reason for such waiver, must be disclosed within four business days of the waiver in accordance with applicable rules of the SEC and the NASDAQ Stock Market. All other waivers of the Code must be approved by the President of American National or his or her designee.

VI. Publication of the Code

This Code shall be published on the intranet maintained by American National for its employees, as well as through American National’s internet website (www.anico.com).

VII. No Rights Created

This Code is a statement of fundamental principles and key policies and procedures that govern the conduct of the Company’s business. It is not intended to and does not in any way constitute an employment contract or an assurance of continued employment or otherwise create any rights in you.

VIII. Amendments to the Code

This Code is subject to amendment at any time by the Board of Directors of American National or by the American National Audit Committee. Company directors, officers, and employees will be notified of any material changes as soon as practicable. Any amendments to the Code (other than technical, administrative, or other non-substantive amendments) must be disclosed on a Form 8-K filed with the SEC within four business days of the amendment.