to the extent required by Code section 422 to qualify stock options granted hereunder as Incentive Stock Options, any amendment which # increases the maximum number of Shares that may be issued through Incentive Stock Options (other than an increase merely reflecting a change in the number of outstanding Shares, such as a stock dividend or stock split), # modifies the individuals or classes of individuals eligible to receive Awards, # changes the corporation with respect to which “Shares” are defined, or # modifies the definition of “Company” to refer to another entity (other than a successor to National Western Life Group, Inc.) must be approved by the Stockholders within the twenty-four (24)-month period beginning twelve (12) months before the date the amendment is adopted; and

Designate Eligible Individuals to receive Awards;

DTC Eligible. The Company’s common stock is DTC eligible and DTC has not placed a “freeze” or a “chill” on such securities and neither the Company nor to the best of the Company’s Knowledge, any director or officer thereof has any reason to believe that DTC has any intention to make its common stock not DTC eligible, or place a “freeze” or “chill” on such securities.

Retirement Eligible. Unless otherwise provided by the Committee, if a Participant Terminates Employment while Retirement eligible, the Participant's Option may be exercised, to the extent then exercisable: # for a period of five (5) years from the date of Retirement or # until the expiration of the stated term of such Option, whichever period is shorter.

Eligible Employees. Subject to [Section 3.2], below, any person who is an Employee, with the exception of any Employee whose customary employment is not for more than 20 hours per week or five months per year, on the Offering Date in a given Offering Period will be eligible to participate in the Plan for that Offering Period subject to the requirements of [Article IV] and the limitations imposed by Section 423(b) of the Code; provided that, notwithstanding the foregoing, the Committee may, on a prospective basis, # impose an eligibility service requirement of up to two years of employment, and # exclude from participation in the Plan a designated group of highly compensated employees (within the meaning of Section 414(q) of the Code) (each Employee eligible to participate in the Plan pursuant to this [Article III], an “Eligible Employee”); provided, however, that an Eligible Employee who works for a Participating Subsidiary and is a citizen or resident of a jurisdiction other than the United States (without regard to whether such individual also is a citizen or resident of the United States or is a resident alien (within the meaning of [Section 7701(b)(1)(A)] of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employee is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan to violate Section 423 of the Code; and, provided further, that, an Eligible Employee (or group of Eligible Employees) may be excluded from participation if the Committee has determined, in its sole discretion, that participation of such Eligible Employee(s) is not advisable or practicable for any reason, provided, however, that no such exclusion shall occur in the event it would jeopardize the compliance of the Plan with the requirements of Section 423 of the Code.

Eligible Adoptee. For purposes of this section, an “Eligible Adoptee” means any individual (other than a child of the Participant’s spouse) who # has not attained age 18 or # is physically or mentally incapable of self-support. For purposes of this [Section 12.14(a)], an individual shall be considered “physically or mentally incapable of self-support” if such person is disabled within the meaning of Code Section 72(m)(7).

All executive officers, chairmen and vice chairmen of boards, presidents, executive vice presidents, senior vice presidents and vice presidents of Commerce or any of its affiliated banks or subsidiary companies shall be eligible to participate in the Plan, together with such other officers or employees of Commerce and its affiliated banks and subsidiary companies as the Committee shall determine.

Eligible Director. “Eligible Director” means a Director who is not an employee of the Company or a Subsidiary.

Eligible Accounts. As to each Account that is identified by Loan Parties as an Eligible Account in a Borrowing Base Certificate submitted to Agent, at the time of inclusion in such Borrowing Base Certificate, such Account is # a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of a Loan Party’s business, # owed to a Loan Party without, to the knowledge of Parent or any Loan Party, any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and # not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Accounts.

Eligible Terminations. If a Participant’s employment is involuntarily terminated by an Employer