AGREEMENT AND PLAN OF MERGER dated as of October 8, 2023 by and among S. USA LIFE INSURANCE COMPANY, INC., PGH MERGER INC. and NATIONAL WESTERN LIFE GROUP, INC.Merger Agreement • October 10th, 2023 • National Western Life Group, Inc. • Life insurance • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 8, 2023 is by and among S. USA LIFE INSURANCE COMPANY, INC., an insurance company formed under the laws of Arizona (“Parent”), PGH MERGER INC., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), and NATIONAL WESTERN LIFE GROUP, INC., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is sometimes referred to individually as a “Party” and collectively as the “Parties.”
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 10th, 2023 • National Western Life Group, Inc. • Life insurance • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2023, by and among [●][Moody National Bank, solely in its capacity as sole trustee]1 (the “Stockholder”) [of the Robert L. Moody Revocable Trust (the “Trust”)]2 and S. USA Life Insurance Company, Inc., an Arizona insurance company (“Parent”). The parties to this Agreement are sometimes referred to herein collectively as the “parties,” and individually as a “party.” [The term “Stockholder” means Moody National Bank, solely in its capacity as sole trustee of the Trust, and does not mean Moody National Bank, individually or in any other capacity.]3
